Program Committee. (a) The Program Committee is hereby established and shall be maintained for the purpose of periodically reviewing the Card Program and resolving any claim, controversy or dispute between Bank and Zale arising out of or relating to the operation of the Card Program (any such claim, controversy or dispute, a “Dispute”), as contemplated by this Agreement and subject to Section 2.5. The Program Committee will consist of an equal number of senior management representatives of both Zale and Bank. The Program Committee shall establish the number of representatives to be appointed to the Program Committee from time to time; provided, however, that each of Bank and Zale shall always have an equal number of representatives. Each of Zale and Bank shall be entitled to remove one or more of its representatives and appoint substitute representatives at any time and from time to time during the Term upon written notice to the other party or parties hereto. (b) The Program Committee shall meet (in person or by telephone or video conference) at such times and places as may be decided by the members of the Program Committee; provided, however, that the Program Committee shall meet (i) unless otherwise agreed by the parties hereto, at least quarterly to discuss the status of the Card Program; (ii) within five (5) days after either party hereto notifies the other of a Dispute; and (iii) as often as may be reasonably necessary to gather information with respect to the matter which is the subject of the Dispute and which is appropriate and germane to its resolution. The Program Committee will discuss each such Dispute and negotiate in good faith in an effort to resolve such Dispute as promptly and efficiently as reasonably possible. (c) On at least an annual basis, but as often as quarterly if requested in writing by Zale, the Program Committee shall discuss (i) a review of historic data relating to Applications, credit score distributions of applicants and approved accounts, acceptance rates, credit line assignments on approved accounts, significant account management actions and similar matters, along with Bank’s then current non-binding expectations for future periods; (ii) a comparison of the terms of the Cardholder, including interest rates, fees, balance and finance charge calculations, minimum payment requirements, payment dates, and grace periods, of the Cards relative to other private label card programs in general; and (iii) Bank’s assessment of how the economic terms of the Card Program compare to other card programs generally. Any and all information provided by Bank to Zale pursuant to this Section 2.4(c) shall be in a form acceptable to Bank and for the avoidance of doubt shall, in no event, include or contain any information that is confidential or proprietary to Bank. (d) During the Term, Bank shall give Zale at least thirty (30) days’ notice of any Material Change, if such change in Bank’s reasonable determination would be likely to have a material and adverse impact to the competitive nature of the Program and would be likely to competitively disadvantage Zale as to those terms and conditions offered by a majority of similarly situated specialty jewelry retailers and department stores offering Authorized Goods and Services, which notice shall include reasonable detail on the nature of such Material Change including Bank’s reasonable estimate of the impact of such change, and to the extent, in Bank’s reasonable determination, alternatives to such Material Change exist, any such alternatives.
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Program Committee. (a) The Program Committee is hereby established and shall be maintained for For the purpose of periodically reviewing the Card Program and resolving any claim, controversy or dispute between Bank and Zale arising out of of, relating to, or relating to in connection with this Agreement or the operation agreements and transactions contemplated hereby, including the interpretation, validity, termination or breath hereof and any deadlock of the Card Program Client Relationship Team (any such claim, controversy or dispute, a “Dispute”), as contemplated by this Agreement Bank and subject Zale each hereby agree to Section 2.5establish and maintain a Program Committee (the “Program Committee”). The Program Committee will consist of an equal number of senior management representatives of both Zale and Bank. The Program Committee shall establish the number of representatives to be appointed to the Program Committee from time to time; provided, however, that each of Bank and Zale shall always have an equal number of representatives. The initial number of such representatives for each of Zale and Bank will be three (3), and the initial members of the Program Committee shall be those Persons listed on Schedule 2.4 hereto. Each of Zale and Bank shall be entitled to remove one or more of its representatives and appoint substitute representatives at any time and from time to time during the Term term hereof upon written notice to the other party or parties hereto.
(b) The Program Committee shall meet (in person or by telephone or video conference) at such times and places as may be decided by the members of the Program Committee; provided, however, that the Program Committee shall meet (i) unless otherwise agreed by the parties hereto, at least quarterly to discuss the status of the Card Program; (ii) within five (5) days after either party hereto notifies the other of a Dispute; and (iii) as often as may be reasonably necessary to gather information with respect to the matter which is the subject of the Dispute and which is appropriate and germane to its resolution. The Program Committee will discuss each such Dispute and negotiate in good faith in an effort to resolve such Dispute as promptly and efficiently as reasonably possible.
(c) On at least an annual basis, but as often as quarterly if requested in writing by Zale, . The members of the Program Committee shall discuss (i) a review appoint an acting chairman and adopt such other rules to facilitate the conduct of historic data relating meetings as are agreed upon from time to Applications, credit score distributions time. Each of applicants Zale and approved accounts, acceptance rates, credit line assignments on approved accounts, significant account management actions and similar matters, along Bank shall be entitled to one vote with Bank’s then current non-binding expectations for future periods; (ii) a comparison respect to all matters to be voted upon by the Program Committee. Any one of the terms representatives of Zale and of Bank may cast the Cardholder, including interest rates, fees, balance and finance charge calculations, minimum payment requirements, payment dates, and grace periods, of the Cards relative to other private label card programs in general; and (iii) Bank’s assessment of how the economic terms of the Card Program compare to other card programs generally. Any and all information provided by Bank vote allocated to Zale pursuant to this Section 2.4(c) shall be in a form acceptable to Bank and for or Bank, as the avoidance of doubt shallcase may be, in no event, include or contain any information that the manner determined by such representatives. The presence of a representative of both Zale and Bank who is confidential or proprietary authorized to Bank.
(d) During the Term, Bank vote shall give Zale at least thirty (30) days’ notice of any Material Change, if such change in Bank’s reasonable determination would be likely to have constitute a material and adverse impact to the competitive nature quorum for meetings of the Program Committee. Any matter requiring approval of the Program Committee shall require the affirmative vote of both Zale and would be likely to competitively disadvantage Zale as to those terms and conditions offered by Bank. The Program Committee shall keep a majority written record of similarly situated specialty jewelry retailers and department stores offering Authorized Goods and Servicesits proceedings, which notice shall include reasonable detail on record will be reviewed and approved by one representative of each of Zale and Bank designated by the nature of respective parties for such Material Change including Bank’s reasonable estimate of the impact of such change, and to the extent, in Bank’s reasonable determination, alternatives to such Material Change exist, any such alternativespurpose.
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