Neiman Marcus 2009 Annual Report Download - page 285

vendors) would be within the sole discretion of the respective Party who elects to subcontract or outsource
such service;
(v) evaluate and approve changes to any of the following:
(A) offering by the Parties of new NMG Credit Cards, Approved Ancillary Products, Non-
Card Payment Plans or other payment products pursuant to the Program;
(B) changes in Account terms, including any of the terms set forth on Schedule 4.7;
(C) subject to Section 4.6(b), changes to the Risk Management Policies (which, subject to
Section 4.6, shall be submitted to the Management Committee together with the information with
respect to such proposed changes required by Section 4.6(c));
(D) changes to the Operating Procedures; and
(E) changes to the SLAs applicable to the Program;
(vi) approve the design of Cardholder Documentation and any changes thereto;
(vii) review customer service, collections and other servicing performance and reporting aspects of the Program
against SLAs and other requirements of this Agreement;
(viii) oversee compliance with Applicable Law, the Risk Management Policies, Operating Procedures and other
Program operations and procedures;
(ix) carry out such other tasks as are assigned to it by this Agreement or jointly by the Parties; and
(x) pursuant to Section 12.4(b)(i)(B), resolve disputes that arise among the Parties with regard to the Program
from time to time.
(e) Proceedings of the Management Committee.
(i) Meetings and Procedural Matters. The Management Committee shall meet (in person or
telephonically) not less frequently than quarterly, provided that unless otherwise agreed by all Management
Committee members, not less than two (2) meetings per year shall be in person. In addition, any member
of the Management Committee may call a special meeting by delivery of at least five (5) Business Days'
prior notice to all of the other members of the Management Committee, which notice shall specify the
purpose for such meeting; provided, however, that, unless otherwise agreed in writing by NMG (which
agreement may be given or withheld in NMG's sole discretion), (A) Bank shall not be entitled to
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