Common use of Wind-Down Plan Clause in Contracts

Wind-Down Plan. As soon as reasonably practicable after expiration of this Agreement, or receipt of delivery of a termination notice with respect to this Agreement or one or more Programs, Servicer shall provide to Bank in writing a proposed transition or wind-down plan, detailing (i) whether the affected Program(s) are to be wound down or transferred to a Successor Bank; and (ii) a proposed timeline, which shall designate a date as of which the affected Programs shall be wound down or transferred from Bank to a Successor Bank (“Switchover Date”). Bank and Servicer shall meet promptly thereafter to review such proposed plan and to determine a mutually acceptable transition or wind-down plan (a “Wind-Down Plan”); provided, however, that if Bank and Servicer fail to reach mutual agreement on the Wind-Down Plan within [***], Bank shall establish a Wind-Down Plan in its sole and good faith discretion, in which case such Wind-Down Plan shall be deemed to be approved by Servicer. The wind-down or transition of any affected Program(s) shall occur as soon as reasonably possible and in no event later than [***] after expiration or termination of this Agreement; provided, however, that such time period may extended by mutual written agreement of the Parties.