Neiman Marcus 2008 Annual Report Download - page 574

(iii) Customer Service Disputes. If at any time there shall be a material change in customer dispute patterns or volume, as
evidenced by the monitoring procedures set forth in the Dispute Resolution and Service Profile Report Process section of the
Operating Procedures, (A) NMG shall call, and the Parties shall attend, one or more Management Committee meetings to consider and
vote upon a plan to remediate such customer service or other disputes, (B) the Parties shall negotiate in good faith for a period ending
not less than ten (10) days following the date of such meeting, to arrive at a mutually agreeable remediation plan (or a shorter period if
such a remediation plan is agreed to prior to the 10th day), and (C) in the event such remediation plan is voted upon and approved, the
Parties shall promptly implement such plan; provided, that in the event that such customer service or other disputes arise from a
change in Account terms, NMG may request that any such Account terms be restored to the terms in effect prior to such customer
service or other disputes and Bank shall implement such change in Account terms to the extent permitted by Applicable Law. If such
changes in Account terms are implemented, the amount payable by Bank to NMG under Section 9.1(a)(i) shall be adjusted to reinstate
the amounts previously payable pursuant to this Agreement in connection with such reinstated terms. If such customer service or other
disputes remain uncured on the tenth (10th) day following the implementation of such Management Committee-approved remediation
plan or such other date determined by the Management Committee as reasonably required to implement such remediation plan, NMG
shall call, and the Parties shall attend, one or more Management Committee meetings to consider and vote upon an alternative plan to
remediate such customer service or other disputes. In the event that the Management Committee is unable to agree to a plan to
remediate such customer service or other disputes within the ten (10) days following any meeting called by NMG pursuant to this
Section 3.2(e)(iii), it shall be considered an Unapproved Matter.
(f) NMG Matters. In accordance with and subject to this Section 3.2, NMG shall have the ultimate decision making authority
with respect to any Unapproved Matters in respect of the following matters (the "NMG Matters"):
(i) design of the Cardholder Documentation and collateral aesthetics; provided that changes to the design or content of
Cardholder Documentation (other than Billing Statements) that require a material increase in production costs beyond the per unit cost
in effect as of January 1, 2005 (as adjusted by CPI) shall not be adopted as an NMG Matter but shall require the approval of the
Management Committee pursuant to Section 3.2(e)(ii)(A) unless NMG agrees to pay the cost of such increase;
(ii) look, feel and content of Billing Statements, except for content that is dictated by legal or regulatory requirements, as
evidenced by a Legal Opinion;
(iii) the Marketing Plan and marketing and promotion of the Program;
(iv) any maintenance of, and improvements to, the NMG Systems used in connection with the Program, including any
conversion to any Bank systems and any capital expenditures of NMG and its Affiliates for maintenance of, and improvements to, the
NMG Systems used in connection with the Program;
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