Common use of Second Look Program Clause in Contracts

Second Look Program. At any time during the Term of this Agreement, Zale may request in writing that Citi Commerce work with Zale to develop one or more `Second Look Programs’ (each a “Second Look Program”) which are designed to offer credit services to certain Applicants who do not otherwise qualify for the issuance of an Account under Citi Commerce’s then current Account Issuance Criteria. In such event, Citi Commerce will use good faith efforts to develop and present to Zale, no later than ninety (90) days after the date of any such request, an initial draft of the Second Look Program; provided that this provision will not be deemed to create any obligation on the part of Citi Commerce or Zale to implement such a Second Look Program. If, after the expiration of any such 90-day period Citi Commerce notifies Zale that Citi Commerce cannot or will not develop a Second Look Program, or Zale and Citi Commerce attempt to negotiate the terms and conditions of such a Second Look Program but are unable to do so within a reasonable period of time (not to exceed 45 days after presentation of a proposed Second Look Program by Citi Commerce to Zale), then Zale will be free to negotiate and enter into a Second Look Program with any other Person. Notwithstanding the foregoing, if Zale proposes to enter into a Second Look Program with a Person other than Citi Commerce, Zale will notify Citi Commerce in writing of the material terms of such proposal (“Second Look Notice”), and Citi Commerce will have a right for a period of ten (10) Business Days from receipt of Zale’s aforesaid notice to agree to enter into the Second Look Program with Zale upon the same terms and conditions as those set forth in Zale’s aforesaid notice. Citi Commerce will notify Zale within such ten (10) Business Day-period whether it desires to enter into the Second Look Program with Zale upon the same terms and conditions as those set forth in the Second Look Notice. If Citi Commerce notifies Zale that it elects not to enter into such Second Look Program, or if Citi Commerce fails to so notify Zale within such ten (10) Business Day-period (in which case, Citi Commerce will be deemed to have elected not to enter into the Second Look Program with Zale), Zale will be free to enter into the Second Look Program with another Person upon terms and conditions no less favourable to Zale than those specified in the Second Look Notice. If Citi Commerce notifies Zale that Citi Commerce desires to enter into a Second Look Program upon terms and conditions no less favourable to Zale than those specified in the Second Look Notice, Citi Commerce and Zale will negotiate in good faith the terms of a definitive agreement evidencing such Second Look Program. If Zale and Citi Commerce are unable to negotiate a definitive agreement within thirty (30) days from Zale’s receipt of Citi Commerce’s notice that Citi Commerce wishes to provide the Second Look Program, Zale will be free to enter into an agreement evidencing a Second Look Program with another Person upon terms and conditions no less favourable to Zale than those specified in the Second Look Notice. Citi Commerce’s obligation under this Section 5.(c) will be satisfied, and as a result, the Parties expressly acknowledge that Zale will not have any future right to negotiate a proposal for a Second Look Program with any other Person during the term of the Agreement, if (1) Zale does not enter into such an agreement within one hundred and twenty (120) days after the expiration of such thirty (30) day period. Provided that the parties are negotiating in good faith, Zale may request up to two (2) extensions of thirty (30) days under this Section 5.(c)(1), or (2) the Parties negotiate an agreement to provide a Second Look Program. However, the Parties expressly acknowledge that such Second Look Program agreement may contain provisions to allow Zale future rights to negotiate a proposal for a Second Look Program with another Person under conditions which would be specified in such agreement.

Second Look Program. At any time during the Term of this Agreement, Zale may request in writing that Citi Commerce work with Zale to develop one or more `Second Look Programs’ (each a “Second Look Program”) which are designed to offer credit services to certain Applicants who do not otherwise qualify for the issuance of an Account under Citi Commerce’s then current Account Issuance Criteria. In such event, Citi Commerce Bank will use its good faith efforts to develop and present to Zale, no later than ninety two hundred seventy (90270) days after the date of any such requestConversion Date, an initial draft of a credit program (the “Second Look Program”) for all Credit Applicants whose Applications are reviewed by Bank and declined; provided that this provision will shall not be deemed to create any obligation on the part of Citi Commerce Bank or Zale to develop and implement such a Second Look Programprogram. If, after the expiration of any such 90-day period Citi Commerce If (i) Bank notifies Zale that Citi Commerce cannot or will not Bank is unable to develop a Second Look Program, (ii) Bank fails to develop or present a proposal for a Second Look Program to Zale within such two hundred seventy (270) day-period, or (iii) Zale and Citi Commerce Bank attempt to negotiate the terms and conditions of such a Second Look Program but are unable to do so within a reasonable period thirty (30) days of time (not to exceed 45 days after such presentation of a proposed Second Look Program by Citi Commerce Bank to Zale), then in any such event Zale will shall be free after Conversion to negotiate and enter into a Second Look Program with any other Person. Notwithstanding the foregoingZale also shall be free to negotiate a proposal for a Second Look Program with any other Person at any time prior to entering into a Second Look Program with Bank, provided, however, that if Zale proposes to enter into a Second Look Program with a Person other than Citi CommerceBank prior to the occurrence of any of the events described in the foregoing clauses (i) through (iii), Zale will shall notify Citi Commerce (the “Second Look Notice”) Bank in writing of the material terms of such proposal (“Second Look Notice”)proposal, and Citi Commerce will Bank shall have a right for a period of ten five (105) Business Days from receipt of Zale’s aforesaid notice such Second Look Notice to agree to enter into the Second Look Program with Zale upon the same terms and conditions as those set forth in Zale’s aforesaid notice. Citi Commerce will notify Zale within such ten (10) Business Day-period whether it desires to enter into the Second Look Program with Zale upon the same terms and conditions as those set forth in the Second Look Notice. If Citi Commerce Bank shall notify Zale within such five (5)-day period whether it desires to enter into the Second Look Program with Zale upon the terms and conditions set forth in the Second Look Notice. In the event Bank notifies Zale that it elects not to enter into such Second Look Program, or if Citi Commerce in the event Bank fails to so notify Zale within such ten five (10) Business Day-5)-day period (in which case, Citi Commerce will case Bank shall be deemed to have elected not to enter into the Second Look Program with Zale), Zale will shall be free to enter into the Second Look Program with another Person upon terms and conditions no less favourable favorable to Zale than those specified in the Second Look Notice. If Citi Commerce In the event Bank notifies Zale that Citi Commerce Bank desires to enter into a Second Look Program upon terms and conditions no less favourable favorable to Zale than those specified set forth in the Second Look Notice, Citi Commerce Bank and Zale will shall negotiate in good faith the terms of a definitive agreement evidencing such Second Look Program. If In the event Zale and Citi Commerce Bank are unable to negotiate a definitive agreement within thirty (30) days from Zale’s receipt of Citi CommerceBank’s notice that Citi Commerce Bank wishes to provide the Second Look Program, Zale will shall be free to enter into an agreement evidencing a Second Look Program with another Person upon terms and conditions no less favourable favorable to Zale than those specified contained in the Second Look Notice. Citi Commerce’s obligation under this Section 5.(c) will be satisfied, and as a result, the Parties expressly acknowledge that Zale will not have any future right to negotiate a proposal for a Second Look Program with any other Person during the term of the Agreement, if (1) If Zale does not enter into such an agreement within one hundred and twenty (120) days after the expiration of such thirty (30) day period. Provided that the parties are negotiating in good faith, Zale may request up to two (2) extensions of thirty (30) days under this Section 5.(c)(1), or (2) the Parties negotiate an agreement to provide a Second Look Program. However, the Parties expressly acknowledge that such Second Look Program agreement may contain provisions to allow Zale future rights to negotiate a proposal for shall not thereafter enter into a Second Look Program without again complying with another Person under conditions which would be specified in such agreementthe provisions of this Section 3.16.

Second Look Program. At Subject to Zale’s compliance with this Section 3.3(c), Bank hereby grants a limited waiver to the provisions of Section 3.3(b) of this Agreement to allow Zale or any time during the Term of its Affiliates to offer a Second Look Program. As used in this Agreement, Zale may request in writing that Citi Commerce work with Zale to develop one or more `Second Look Programs’ (each a “Second Look Program” means any credit program that is available to customers of Zale who have properly submitted Applications for an Account, and have been declined by Bank (each, a “Qualifying Person”) which are designed to offer credit services to certain Applicants who do not otherwise qualify ), for the issuance avoidance of doubt any Application that is approved and assigned an Account initial credit line consistent with the minimum credit lines provided by Bank for the Card Program as a whole shall not be considered a decline for the purposes of this Section 3.3(c), immediately preceding the customers’ application to any Second Look Program provider. Bank shall have a right of first offer to provide a Second Look Program and must provide a response to Zale within 30 days of being presented with the written notice from Zale that Zale desires to establish a Second Look Program. Zale shall continue to promote the Card Program as the primary source of credit for Zale customers for the duration of the Card Program, and Zale shall continue to provide levels of support to the management and operation of the Card Program in accordance with this Agreement and in a manner consistent with the support provided by Zale during the period immediately preceding the implementation of the Second Look Program. Both parties agree that to the extent Zale offers a Second Look Program, it shall not affect Bank’s right to determine or adjust its credit policy for the Card Program. Zale shall not advertise to the general public any promotional offers for the purchase of Authorized Goods and Services as part of a Second Look Program if such promotional offers are inconsistent with the promotional offers made to the general public under Citi Commerce’s then current Account Issuance Criteriathe terms of the Card Program; provided, that the parties hereto agree that any account information or legal disclosures made by Zale or a provider of a Second Look Program at the point of sale to any Qualifying Person shall not be advertising of a promotional offer. In To the extent Bank offers the Second Look Program such eventprogram may be terminated by either party in accordance with the terms thereof. To the extent that the provider of a Second Look Program is a party other than Bank, Citi Commerce will Bank agrees to use good faith its commercially reasonable efforts to develop and present implement changes to Zale, no later than ninety (90) days after the date of any such request, an initial draft Application that would allow Zale to provide Application information to the provider of the Second Look Program; provided that this provision will not in all cases the Applications and the information set forth therein shall be deemed determined by Bank in its reasonable discretion. Further, to create any obligation on the part of Citi Commerce or Zale extent that changes to implement such a Second Look Program. If, after the expiration of any such 90-day period Citi Commerce notifies Zale that Citi Commerce cannot or will not develop Application are implemented to support a Second Look Program, or Zale shall be solely responsible for all of Bank’s and Citi Commerce attempt to negotiate the terms its costs and conditions of such a Second Look Program but are unable to do so within a reasonable period of time (not to exceed 45 days after presentation of a proposed Second Look Program by Citi Commerce to Zale), then Zale will be free to negotiate and enter into a Second Look Program with any other Person. Notwithstanding the foregoing, if Zale proposes to enter into a Second Look Program with a Person other than Citi Commerce, Zale will notify Citi Commerce in writing of the material terms of such proposal (“Second Look Notice”), and Citi Commerce will have a right for a period of ten (10) Business Days from receipt of Zale’s aforesaid notice to agree to enter into the Second Look Program with Zale upon the same terms and conditions as those set forth in Zale’s aforesaid notice. Citi Commerce will notify Zale within such ten (10) Business Day-period whether it desires to enter into the Second Look Program with Zale upon the same terms and conditions as those set forth in the Second Look Notice. If Citi Commerce notifies Zale that it elects not to enter into such Second Look Program, or if Citi Commerce fails to so notify Zale within such ten (10) Business Day-period (in which case, Citi Commerce will be deemed to have elected not to enter into the Second Look Program with Zale), Zale will be free to enter into the Second Look Program with another Person upon terms and conditions no less favourable to Zale than those specified in the Second Look Notice. If Citi Commerce notifies Zale that Citi Commerce desires to enter into a Second Look Program upon terms and conditions no less favourable to Zale than those specified in the Second Look Notice, Citi Commerce and Zale will negotiate in good faith the terms of a definitive agreement evidencing such Second Look Program. If Zale and Citi Commerce are unable to negotiate a definitive agreement within thirty (30) days from Zale’s receipt of Citi Commerce’s notice that Citi Commerce wishes to provide the Second Look Program, Zale will be free to enter into an agreement evidencing a Second Look Program with another Person upon terms and conditions no less favourable to Zale than those specified in the Second Look Notice. Citi Commerce’s obligation under this Section 5.(c) will be satisfied, and as a result, the Parties expressly acknowledge that Zale will not have any future right to negotiate a proposal for a Second Look Program with any other Person during the term of the Agreement, if (1) Zale does not enter into such an agreement within one hundred and twenty (120) days after the expiration of such thirty (30) day period. Provided that the parties are negotiating in good faith, Zale may request up to two (2) extensions of thirty (30) days under this Section 5.(c)(1), or (2) the Parties negotiate an agreement to provide a Second Look Program. However, the Parties expressly acknowledge that such Second Look Program agreement may contain provisions to allow Zale future rights to negotiate a proposal for a Second Look Program with another Person under conditions which would be specified in such agreementexpenses associated therewith.