Common use of Component Description Clause in Contracts

Component Description. Human Resources § The Parties shall jointly formulate and implement a communication plan associated with any human resources aspects of the Integration Plan including the transfer of certain Persons from employees of Company to employees of Servicer as contemplated by this transaction. Transition Risk Mitigation § The Parties shall jointly identify and develop a mitigation plan for major risks associated with the Integration Plan (systems, data feeds, training, testing periods, etc.) Customer Impact Analysis and Communication Plan § The Parties shall jointly identify major implications for Cardholders and how the Integration Plan will mitigate risk to customers and Cardholders (e.g., any POS impact, etc.) § The Parties shall jointly develop a comprehensive Cardholder communication plan (notifications, documentation, etc.) § The Servicer shall have prepared, and the Parties shall have approved in accordance with the Agreement, all Cardholder communications to be used commencing on or prior to the Conversion Date, as applicable. Store Impact Analysis and Communication Plan § The Parties shall jointly identify major implications for Company stores and how the Integration Plan will mitigate risk to the stores (e.g., any POS impact, etc.) § The Parties shall jointly develop a comprehensive communication plan for store associates (documentation, training, etc.) Physical Premises § The Servicer and Company respectively shall, subject to and consistent with the terms of the Sublease, complete site improvements, and technology updates to transition the Leased Premises into a Servicer customer service center site Key Program Systems (Instant Credit Originations, Sale Authorization, Daily Settlement, System Conversion) § (****). § Each Party shall have taken the actions required of it and necessary for completion of the Conversion in compliance with the requirements of Section 2.03 of the Agreement such that the other Party shall be reasonably confident that the Conversion shall be capable of being timely implemented in accordance with such Section, in each case without undue disruption to the Parties’ operations. § Each Party shall have given the other Party the opportunity to conduct such testing of the granting Party’s systems and procedures in relation to the Program as such other Party shall have reasonably requested. § (****). § The Parties shall have developed secure data protocols and a disaster recovery plan. Information § The Servicer shall have taken such actions as shall have enabled it to commence delivery of information required to be delivered to the Company pursuant to Section 2.05 and Article V of the Agreement in compliance with the terms thereof.

Component Description. Human Resources § The Parties shall jointly formulate and implement a communication plan associated with any human resources aspects of the Integration Plan including the transfer of certain Persons from employees of Company to employees of Servicer as contemplated by this transaction. Transition Risk Mitigation § The Parties shall jointly identify and develop a mitigation plan for major risks associated with the Integration Plan (systems, data feeds, training, testing periods, etc.) Customer Impact Analysis and Communication Plan § The Parties shall jointly identify major implications for Cardholders and how the Integration Plan will mitigate risk to customers and Cardholders (e.g., any POS impact, etc.) § The Parties shall jointly develop a comprehensive Cardholder communication plan (notifications, documentation, etc.) § The Servicer shall have prepared, and the Parties shall have approved in accordance with the Agreement, all Cardholder communications to be used commencing on or prior to the Conversion Date, as applicable. Store Impact Analysis and Communication Plan § The Parties shall jointly identify major implications for Company stores and how the Integration Plan will mitigate risk to the stores (e.g., any POS impact, etc.) § The Parties shall jointly develop a comprehensive communication plan for store associates (documentation, training, etc.) Physical Premises § The Servicer and Company respectively shall, subject to and consistent with the terms of the Sublease, complete site improvements, and technology updates to transition the Leased Premises into a Servicer customer service center site Key Program Systems (Instant Credit Originations, Sale Authorization, Daily Settlement, System Conversion) § (****). § Each Party shall have taken the actions required of it and necessary for completion of the Conversion in compliance with the requirements of Section 2.03 of the Agreement such that the other Party shall be reasonably confident that the Conversion shall be capable of being timely implemented in accordance with such Section, in each case without undue disruption to the Parties’ operations. § Each Party shall have given the other Party the opportunity to conduct such testing of the granting Party’s systems and procedures in relation to the Program as such other Party shall have reasonably requested. § (****). § The Parties shall have developed secure data protocols and a disaster recovery plan. Information § The Servicer shall have taken such actions as shall have enabled it to commence delivery of information required to be delivered to the Company pursuant to Section 2.05 and Article V of the Agreement in compliance with the terms thereof.. Launch Requirements The Parties agree that if the following features and functionalities have been tested by the Company and certified by the Servicer as fully operational (such testing and certification of each feature or functionality the “Launch Requirements”), then each Party will deem the Program to be ready for Launch: (****) Conversion Requirements The Parties agree that if the following transfer of information has been performed by the Company and certified by the Servicer as complete (the “Conversion Requirements”), then each Party will deem the Program to be ready for Conversion: (****) Schedule 1.01(d) Operating Procedures To be provided by the Company (****). Schedule 1.01(e) Company Credit Cards 1. Jared The Galleria of Jewelry 2. Xxx Jewelers 3. Xxxxxx Jewelers 4. Xxxxxxx Jewelers 5. X.X. Xxxxxxxx 6. Leroy’s Jewelers 7. Marks & Xxxxxx 8. Xxxxxxxx Jewelers 9. Xxxxxx Jewelers 10. Xxxx’x Jewelers 11. Weisfield Jewelers 12. Zale Gem Account Schedule 2.02(a) Servicer Compensation (****) Schedule 2.02(b) (****) (****) Schedule 2.02(c) Servicing Cost Categories (****) Schedule 2.03(b)(i) Features and Functionality of Company Systems The Servicer shall be obligated to make available the following features and functionality. Accounts Receivable System

Component Description. Timing § The Integration Plan shall denote key dates for each major milestone of the Integration Plan considering the timetable referred to above, the Marketing Plan, seasonality of Company’s business, Systems freeze periods, etc.; provided that, any Systems freeze periods set forth in the Integration Plan shall be subject to modification by mutual agreement of the Parties. Human Resources § The Parties shall jointly formulate and implement a communication plan associated with any human resources aspects of the Integration Plan including the transfer of certain Persons from Bank’s obligations to employ the Company employees of Company assigned to employees of Servicer as contemplated by this transaction. the Program consistent with the Purchase Agreement Transition Risk Mitigation § The Parties shall jointly identify and develop a mitigation plan for major risks associated with the Integration Plan (systems, data feeds, training, testing periods, etc.) Customer Impact Analysis and Communication Plan § The Parties shall jointly identify major implications for Cardholders and how the Integration Plan will mitigate risk to customers and Cardholders (e.g., any POS impact, etc.) § The Parties shall jointly develop a comprehensive Cardholder communication plan (notifications, documentation, etc.) § The Servicer Bank shall have prepared, and the Parties shall have approved in accordance with the Program Agreement, all Account Documentation and Cardholder communications to be used commencing on or prior to the Conversion Effective Date, as applicable. Store Impact Analysis and Communication Plan § The Parties shall jointly identify major implications for Company stores and how the Integration Plan will mitigate risk to the stores (e.g., any POS impact, etc.) § The Parties shall jointly develop a comprehensive communication plan for store associates (documentation, training, etc.) Physical Premises § The Servicer Bank and Company respectively shall, subject to and consistent with the terms of the Sublease, complete site improvements, and technology updates to transition the Leased Premises into a Servicer Bank customer service center site Component Description Key Program Systems (Prequalification, Instant Credit Originations, Sale Authorization, Daily Settlement, System Conversion) § Each Party shall have implemented and/or modified such of its Systems as are necessary to permit the origination, authorization and settlement of Company Credit Card transactions in compliance with the Agreement; (****). § (****) § Each Party shall have taken the actions required of it and necessary for completion of the Systems Conversion in compliance with the requirements of Section 2.03 7.4 of the Agreement such that the other Party shall be reasonably confident that the Systems Conversion shall be capable of being timely implemented in accordance with such SectionSection (****) , in each case without undue disruption to the Parties’ operations. § Each Party shall have given the other Party the opportunity to conduct such testing of the granting Party’s systems and procedures in relation to the Program as such other Party shall have reasonably requested. § (****). ) § The Parties shall have developed secure data protocols and a disaster recovery plan. Information § The Servicer Bank shall have taken such actions as shall have enabled it to commence delivery of information required to be delivered to the Company pursuant to Section 2.05 Articles VI and Article V VII of the Agreement in compliance with the terms thereof.