Neiman Marcus 2008 Annual Report Download - page 575

(v) the approval (in the sole discretion of NMG) of any new Credit Card products, including Co-Branded Credit Cards,
Approved Ancillary Products, Non-Card Payment Plans or other products and services proposed to be offered to Cardholders and, in
each case, the approval of any compensation payable to the NMG Companies in respect thereof; provided, that the economic terms
and compensation arrangements related to such new products or services shall be acceptable to both Parties;
(vi) the design, implementation, modification or any changes to any terms of any Program Loyalty Program; provided that
NMG shall continue to offer one or more Program Loyalty Programs to Cardholders throughout the Term and unless approved by
majority vote of the full Management Committee (including any vacancies), such Program Loyalty Programs shall be the primary
Loyalty Programs for the NMG Channels; and
(vii) communications and/or contacts with Cardholders (other than as required to service the Accounts, comply with
Applicable Law or as otherwise provided in this Agreement), including use of telemarketing techniques by Bank.
(g) Bank Matters. In accordance with and subject to this Section 3.2, Bank shall have the ultimate decision making authority
with respect to any Unapproved Matters in respect of the following matters (the "Bank Matters"):
(i) changes to Risk Management Policies (A) to the extent required by Applicable Law or safety and soundness
considerations, in each case, as evidenced by a Legal Opinion or (B) in response to changes in the credit profiles for Account
applicants from the profile specified in Schedule 3.2(g)(i);
(ii) changes to Account terms required by Applicable Law as evidenced by a Legal Opinion;
(iii) capital expenditures for maintenance of, and improvements to, the Bank Systems used in connection with the
Program; and
(iv) content of Cardholder Documentation and Solicitation Materials that is dictated by Applicable Law, as evidenced by a
Legal Opinion.
3.3 Program Relationship Managers; Program Team.
(a) The NMG Companies and Bank shall each appoint one Program relationship manager (each, a "Manager"). The Managers
shall exercise day-to-day operational oversight of the Program, subject to the actions and decisions of the Management Committee,
and coordinate the partnership efforts between the NMG Companies and Bank, shall report to the designees on the Management
Committee of the Party appointing such Manager and shall conduct their Program responsibilities in accordance with the actions and
decisions of the Management Committee. The NMG Companies and Bank shall endeavor to provide stability and continuity in the
Manager positions and each Party's other Program personnel.
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