Company shall submit to Bank any Program Marketing Communications designed or produced by a Company Party for prior review and approval solely as it relates to the use of Bank Marks and such Program Marketing Communications compliance with Bank Applicable Law and legal and regulatory compliance risk under Bank Applicable Law; provided, that the Parties may adopt reasonable procedures for pre-approval of materials used on a recurring basis, so long as such preapproved communications are not revised. Bank shall use commercially reasonable efforts to review such Program Marketing Communications and reply in writing to the Company Program Manager within ten (10) Business Days of receipt of any Program Marketing Communications by the Bank Program Manager as to whether such communications are approved or require changes as reasonably determined by Bank. Bank’s approval of any Program Marketing Communications pursuant to this [Section 3.2.1(a)(i)] shall not be unreasonably withheld or conditioned.

A Company Party may not use any Program Marketing Communications unless approved by Bank under [Section 3.2.1(a)(i)]. If Bank reasonably determines that Program Marketing Communications reviewed under this [Section 3.2.1(a)] present legal or regulatory compliance risk under Bank Applicable Law or reputational harm, Company and Bank will cooperate to determine if the Program Marketing Communications can be modified to eliminate such legal or regulatory compliance risk under Bank Applicable Law and each Party shall promptly cease using any previously approved Program Marketing Communications that Bank determines present a legal or regulatory compliance risk or reputational harm to Bank. After any cessation by Company of the use of any Program Marketing Communications pursuant to this [Section 3.2.1(a)(ii)], the Parties will, if applicable, complete the review process set forth herein for replacement Program Marketing Communications that do not present the legal or regulatory compliance risk or reputational harm. Any dispute regarding the use or approval of Program Marketing Communications designed or produced by Company or Bank’s determination that such Program Marketing Communications present legal or regulatory compliance risk under Bank Applicable Law shall be resolved in accordance with [Section 4.2].