Common use of Termination and Transition Assistance Clause in Contracts

Termination and Transition Assistance. (a) With respect to each Program terminated as a result of the expiration or termination of this Agreement, Program Manager may elect to either transition such Program in accordance with Applicable Law to an alternative card issuer pursuant to Section 10.3(b) or wind down such Program in accordance with Applicable Law pursuant to Section 10.3(c). Each Party acknowledges that the two goals of the Transition Period are to benefit the Cardholders by minimizing any possible burdens or confusion and to protect and enhance the names and reputations of the Parties, each of whom have invested their names and reputations in the Program(s) and Cards issued hereunder. Unless otherwise required by Applicable Law or any Regulatory Authority, upon the expiration or termination of this Agreement for any reason, the Parties agree to cooperate in good faith to wind down or transition all affected Programs in a commercially reasonable way as soon as reasonably possible to provide for a smooth and orderly transition or wind-down. Such cooperation will include continued acceptance of Cards presented for payment until such Cards expire or are cancelled as set forth below, and continued provision of customer service to all outstanding Cardholders in accordance with the terms of this Agreement up until the Cards expire, are terminated, or transitioned to another bank or financial institution. (b) With respect to Programs that Program Manager elects to transition to another card issuer pursuant to Section 10.3(a), Bank’s obligations pursuant to Section 10.3(a) will include, without limitation: (A) transferring all Cardholder Funds on deposit at Bank to another federally-insured financial institution designated by Program Manager, which institution shall assume responsibility for all obligations and liabilities which arise after transfer of the Program to a successor bank (such institution, a “Successor Bank”) including those with respect to payment of the Cardholder Funds to Cardholders and Settlement of Transactions with the appropriate System(s), (B) assigning all of Bank’s rights, duties and obligations with respect to all Cards, Cardholder Agreements, Cardholder Data, and the Bank’s relationship with each Cardholder to such Successor Bank, (C) making any and all regulatory filings necessary to effect the transition of its undertakings in connection with this Agreement to such Successor Bank, (D) making all filings and taking all other actions necessary to transfer the related BINs and the Skylight ABA Number to such Successor Bank, (E) executing and delivering, if necessary or appropriate, an account transfer agreement containing terms and conditions generally consistent with banking industry practice for the transfer of accounts between institutions, and (F) executing other documents as may reasonably be necessary for Bank to perform its obligations under this Section 10.3. Bank shall provide such services without charge, provided that Program Manager reimburses Bank for any expenses reasonably incurred by Bank in the performance of its obligations under this Section 10.3(b). During the Transition Period, the Parties shall continue to be bound by and comply with the terms of this Agreement and perform all of their obligations hereunder until such date as Program Manager notifies Bank that the transition of the Program(s) to the Successor Bank is complete. (c) In the event of an expiration or termination of this Agreement, the Parties agree to use the following process or such other similar processes that are mutually agreed by Bank and Program Manager at such time: (i) As soon as reasonably possible after expiration of this Agreement or receipt or delivery of a termination notice, Program Manager, or Bank, as applicable, will provide to the other Party in writing a proposed transition plan, detailing (A) for each Program, whether the Program is to be wound down or transferred to a Successor Bank; and (B) a proposed timeline, which shall designate a schedule of dates as of which each Program will be wound down or transferred from Bank to a Successor Bank (each, a “Switchover Date”). Bank and Program Manager shall meet promptly thereafter to finalize a mutually agreed transition plan and Switchover Date. Bank shall use commercially reasonable efforts to obtain all approvals from any System or Regulatory Authority which may be necessary to in order for the length of the *** Confidential Treatment Requested Transition Period to be sufficient to permit Program Manager to sell all remaining unsold Cards which contain Bank’s Marks. (ii) As soon as possible, but no later than ten (10) Business Days, after the Switchover Date, each of Bank and Program Manager shall submit to the other an invoice for any costs, expenses or other amounts due and owing by the other as of the Switchover Date, which amounts shall be netted and the Party owing the greater amount shall pay the net amount to the other Party within thirty (30) calendar days thereafter. (iii) If Program Manager elects not to transition an affected Program to a Successor Bank pursuant to Section 10.3(a), Bank and Program Manager shall continue to be bound by and comply with the terms of this Agreement and perform all of their obligations hereunder during the Transition Period until such time as all Cards expire or are canceled pursuant to and consistent with the Cardholder Agreements, or such earlier date, as permitted by Applicable Law, and as mutually agreed by Bank and Program Manager; provided that the Parties agree that such Cards will be treated in accordance with the following principles: (A) With respect to Reloadable Cards, the affected Cardholders will be given at least sixty (60) calendar days notice of termination; and (B) With respect to Nonreloadable Cards, the Cards will be permitted to “wind down” until all of such Nonreloadable Cards have expired in accordance with their terms or the balance related to such Cards has been depleted, whichever occurs first. During the Transition Period, Program Manager agrees to continue to provide customer service to the affected Cardholders in accordance with the terms of this Agreement. In the event that Program Manager elects not to transition an affected Program to a Successor Bank pursuant to Section 10.3(a) or Program Manager fails to continue to provide customer service to the affected Cardholders during the Transition Period in accordance with the terms of this Agreement, Program Manager shall, in its sole discretion, either (i) transfer to Bank control of the toll free telephone numbers and websites used by Program Manager with respect to such Program (the “Program Telephone Numbers and Websites”) or (ii) re-direct Cardholders using the Program Telephone Numbers and Websites to such toll-free telephone numbers and websites as designated by Bank.

Termination and Transition Assistance. (a) With respect to each Program terminated as a result of the expiration or termination of this Agreement, Program Manager may elect to either transition such Program in accordance with Applicable Law to an alternative card issuer pursuant to Section 10.3(b) or wind down such Program in accordance with Applicable Law pursuant to Section 10.3(c). Each Party acknowledges that the two goals of the Transition Period are to benefit the Cardholders by minimizing any possible burdens or confusion and to protect and enhance the names and reputations of the Parties, each of whom have invested their names and reputations in the Program(s) and Cards issued hereunder. Unless otherwise required by Applicable Law or any Regulatory Authority, upon the expiration or termination of this Agreement for any reason, the Parties agree to cooperate in good faith to wind down or transition all affected Programs in a commercially reasonable way as soon as reasonably possible to provide for a smooth and orderly transition or wind-down. Such cooperation will include continued acceptance of Cards presented for payment until such Cards expire or are cancelled as set forth below, and continued provision of customer service to all outstanding Cardholders in accordance with the terms of this Agreement up until the Cards expire, are terminated, or transitioned to another bank or financial institution.. *** Confidential Treatment Requested (b) With respect to Programs that Program Manager elects to transition to another card issuer pursuant to Section 10.3(a), Bank’s obligations pursuant to Section 10.3(a) will include, without limitation: (A) transferring all Cardholder Funds on deposit at Bank to another federally-insured financial institution designated by Program Manager, which institution shall assume responsibility for all obligations and liabilities which arise after transfer of the Program to a successor bank (such institution, a “Successor Bank”) including those with respect to payment of the Cardholder Funds to Cardholders and Settlement of Transactions with the appropriate System(s), (B) assigning all of Bank’s rights, duties and obligations with respect to all Cards, Cardholder Agreements, Cardholder Data, and the Bank’s relationship with each Cardholder to such Successor Bank, (C) making any and all regulatory filings necessary to effect the transition of its undertakings in connection with this Agreement to such Successor Bank, (D) making all filings and taking all other actions necessary to transfer the related BINs and the Skylight NetSpend ABA Number to such Successor Bank, (E) executing and delivering, if necessary or appropriate, an account transfer agreement containing terms and conditions generally consistent with banking industry practice for the transfer of accounts between institutions, and (F) executing other documents as may reasonably be necessary for Bank to perform its obligations under this Section 10.3. Bank shall provide such services without charge, provided that Program Manager reimburses Bank for any expenses reasonably incurred by Bank in the performance of its obligations under this Section 10.3(b). During the Transition Period, the Parties shall continue to be bound by and comply with the terms of this Agreement and perform all of their obligations hereunder until such date as Program Manager notifies Bank that the transition of the Program(s) to the Successor Bank is complete. (c) In the event of an expiration or termination of this Agreement, the Parties agree to use the following process or such other similar processes that are mutually agreed by Bank and Program Manager at such time: (i) As soon as reasonably possible after expiration of this Agreement or receipt or delivery of a termination notice, Program Manager, or Bank, as applicable, will provide to the other Party in writing a proposed transition plan, detailing (A) for each Program, whether the Program is to be wound down or transferred to a Successor Bank; and (B) a proposed timeline, which shall designate a schedule of dates as of which each Program will be wound down or transferred from Bank to a Successor Bank (each, a “Switchover Date”). Bank and Program Manager shall meet promptly thereafter to finalize a mutually agreed transition plan and Switchover Date. Bank shall use commercially reasonable efforts to obtain all approvals from any System or Regulatory Authority which may be necessary to in order for the length of the *** Confidential Treatment Requested Transition Period to be sufficient to permit Program Manager to sell all remaining unsold Cards which contain Bank’s Marks. (ii) As soon as possible, but no later than ten (10) Business Days, after the Switchover Date, each of Bank and Program Manager shall submit to the other an invoice for any costs, expenses or other amounts due and owing by the other as of the Switchover Date, which amounts shall be netted and the Party owing the greater amount shall pay the net amount to the other Party within thirty (30) calendar days thereafter. (iii) If Program Manager elects not to transition an affected Program to a Successor Bank pursuant to Section 10.3(a), Bank and Program Manager shall continue to be bound by and comply with the terms of this Agreement and perform all of their obligations hereunder during the Transition Period until such time as all Cards expire or are canceled pursuant to and consistent with the Cardholder Agreements, or such earlier date, as permitted by Applicable Law, and as mutually agreed by Bank and Program Manager; provided that the Parties agree that such Cards will be treated in accordance with the following principles:: *** Confidential Treatment Requested (A) With respect to Reloadable Cards, the affected Cardholders will be given at least sixty (60) calendar days notice of termination; and (B) With respect to Nonreloadable Cards, the Cards will be permitted to “wind down” until all of such Nonreloadable Cards have expired in accordance with their terms or the balance related to such Cards has been depleted, whichever occurs first. During the Transition Period, Program Manager agrees to continue to provide customer service to the affected Cardholders in accordance with the terms of this Agreement. In the event that Program Manager elects not to transition an affected Program to a Successor Bank pursuant to Section 10.3(a) or Program Manager fails to continue to provide customer service to the affected Cardholders during the Transition Period in accordance with the terms of this Agreement, Program Manager shall, in its sole discretion, either (i) transfer to Bank control of the toll free telephone numbers and websites used by Program Manager with respect to such Program (the “Program Telephone Numbers and Websites”) or (ii) re-direct Cardholders using the Program Telephone Numbers and Websites to such toll-free telephone numbers and websites as designated by Bank. (d) In no event will any Party make any public statement or customer communication regarding the termination or wind-down of this Agreement, or any Cards or Programs without the express prior written approval of the other Party, which approval shall not be unreasonably withheld or delayed. Notwithstanding the foregoing, each Party may communicate the termination or expiration of this Agreement to any third party with which it has contracted to provide services for the affected Cards and/or Programs (e.g., affected Systems) and Program Manager may communicate the termination or expiration of this Agreement to any third party with which it desires to negotiate to serve as the Successor Bank for the affected Program(s).

Termination and Transition Assistance. (a) With respect to each Program terminated as a result of the expiration or termination of this Agreement, Program Manager may elect to either transition such Program in accordance with Applicable Law to an alternative card issuer pursuant to Section 10.3(b) or wind down such Program in accordance with Applicable Law pursuant to Section 10.3(c). Each Party acknowledges that the two goals of the Transition Period are to benefit the Cardholders by minimizing any possible burdens or confusion and to protect and enhance the names and reputations of the Parties, each of whom have invested their names and reputations in the Program(s) and Cards issued hereunder. Unless otherwise required by Applicable Law or any Regulatory Authority, upon the expiration or termination of this Agreement for any reason, the Parties agree to cooperate in good faith to wind down or transition all affected Programs in a commercially reasonable way as soon as reasonably possible to provide for a smooth and orderly transition or wind-down. Such cooperation will include continued acceptance of Cards presented for payment until such Cards expire or are cancelled as set forth below, and continued provision of customer service to all outstanding Cardholders in accordance with the terms of this Agreement up until the Cards expire, are terminated, or transitioned to another bank or financial institution. (b) With respect to Programs that Program Manager elects to transition to another card issuer pursuant to Section 10.3(a), Bank’s obligations pursuant to Section 10.3(a) will include, without limitation: (A) transferring all Cardholder Funds on deposit at Bank to another federally-insured financial institution designated by Program Manager, which institution shall assume responsibility for all obligations and liabilities which arise after transfer of the Program to a successor bank (such institution, a “Successor Bank”) including those with respect to payment of the Cardholder Funds to Cardholders and Settlement of Transactions with the appropriate System(s), (B) assigning all of Bank’s rights, duties and *** Confidential Treatment Requested obligations with respect to all Cards, Cardholder Agreements, Cardholder Data, and the Bank’s relationship with each Cardholder to such Successor Bank, (C) making any and all regulatory filings necessary to effect the transition of its undertakings in connection with this Agreement to such Successor Bank, (D) making all filings and taking all other actions necessary to transfer the related BINs and the Skylight NetSpend ABA Number to such Successor Bank, (E) executing and delivering, if necessary or appropriate, an account transfer agreement containing terms and conditions generally consistent with banking industry practice for the transfer of accounts between institutions, and (F) executing other documents as may reasonably be necessary for Bank to perform its obligations under this Section 10.3. Bank shall provide such services without charge, provided that Program Manager reimburses Bank for any expenses reasonably incurred by Bank in the performance of its obligations under this Section 10.3(b). During the Transition Period, the Parties shall continue to be bound by and comply with the terms of this Agreement and perform all of their obligations hereunder until such date as Program Manager notifies Bank that the transition of the Program(s) to the Successor Bank is complete. (c) In the event of an expiration or termination of this Agreement, the Parties agree to use the following process or such other similar processes that are mutually agreed by Bank and Program Manager at such time: (i) As soon as reasonably possible after expiration of this Agreement or receipt or delivery of a termination notice, Program Manager, or Bank, as applicable, will provide to the other Party in writing a proposed transition plan, detailing (A) for each Program, whether the Program is to be wound down or transferred to a Successor Bank; and (B) a proposed timeline, which shall designate a schedule of dates as of which each Program will be wound down or transferred from Bank to a Successor Bank (each, a “Switchover Date”). Bank and Program Manager shall meet promptly thereafter to finalize a mutually agreed transition plan and Switchover Date. Bank shall use commercially reasonable efforts to obtain all approvals from any System or Regulatory Authority which may be necessary to in order for the length of the *** Confidential Treatment Requested Transition Period to be sufficient to permit Program Manager to sell all remaining unsold Cards which contain Bank’s Marks. (ii) As soon as possible, but no later than ten (10) Business Days, after the Switchover Date, each of Bank and Program Manager shall submit to the other an invoice for any costs, expenses or other amounts due and owing by the other as of the Switchover Date, which amounts shall be netted and the Party owing the greater amount shall pay the net amount to the other Party within thirty (30) calendar days thereafter. (iii) If Program Manager elects not to transition an affected Program to a Successor Bank pursuant to Section 10.3(a), Bank and Program Manager shall continue to be bound by and comply with the terms of this Agreement and perform all of their obligations hereunder during the Transition Period until such time as all Cards expire or are canceled pursuant to and consistent with the Cardholder Agreements, or such earlier date, as permitted by Applicable Law, and as mutually agreed by Bank and Program Manager; provided that the Parties agree that such Cards will be treated in accordance with the following principles: (A) With respect to Reloadable Cards, the affected Cardholders will be given at least sixty (60) calendar days notice of termination; and (B) With respect to Nonreloadable Cards, the Cards will be permitted to “wind down” until all of such Nonreloadable Cards have expired in accordance with their terms or the balance related to such Cards has been depleted, whichever occurs first. During the Transition Period, Program Manager agrees to continue to provide customer service to the affected Cardholders in accordance with the terms of this Agreement. In the event that Program Manager elects not to transition an affected Program to a Successor Bank pursuant to Section 10.3(a) or Program Manager fails to continue to provide customer service to the affected Cardholders during the Transition Period in accordance with the terms of this Agreement, Program Manager shall, in its sole discretion, either (i) transfer to Bank control of the toll free telephone numbers and websites used by Program Manager with respect to such Program (the “Program Telephone Numbers and Websites”) or (ii) re-direct Cardholders using the Program Telephone Numbers and Websites to such toll-free telephone numbers and websites as designated by Bank.