Neiman Marcus 2009 Annual Report Download - page 289

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") and, except as
required by Applicable Law or this Agreement, any decision implemented as a Bank Matter can only be reversed or discontinued in
Bank's sole discretion:
(i) changes to Risk Management Policies to the extent required by Applicable Law or safety and
soundness considerations, in each case, as evidenced by a Legal Opinion;
(ii) on or after the Risk Implementation Date, but subject to the further restrictions upon
implementation of such change set forth in Section 4.6(e), any change to any New Account Policy;
(iii) if either (A) an NMG Credit Event or a Trigger Condition has occurred and is continuing, then on
or after the Risk Implementation Date, or (B) NMG has delivered a termination notice pursuant to Section
16.2(f)(ii)(B), then at any time thereafter, any change to any Risk Management Policies relating to or
governing existing Accounts; provided, however, that each such change in Risk Management Policies shall
be subject to the further restrictions upon implementation of such change set forth in Sections 4.6(a), 4.6(f)
and 4.6(o) (in the case of Bank Matters referred to in clause (A) above) or Sections 4.6(a) and 4.6(g) (in the
case of Bank Matters referred to in clause (B) above);
(iv) if a CIL Decline has occurred and is continuing and provided that the Risk Implementation Date
shall have occurred and the CIL Negotiation Period shall have elapsed, but subject to the further restrictions
upon implementation of such change set forth in Sections 4.6(f) and 4.7, any change to any Risk
Management Policies relating to or governing existing Accounts and the implementation of Existing Term
Changes to the extent permitted by and subject to Section 4.7(b) or New Account Terms to the extent
permitted by and subject to Section 4.7(c);
(v) changes to Account terms required by Applicable Law as evidenced by a Legal Opinion;
(vi) if a RAM Condition has occurred and is continuing, after the Account Terms Negotiation Period
shall have elapsed if applicable, the implementation of New Account Terms to the extent such
implementation is a Bank Matter in accordance with the provisions of Section 4.7(c);
(vii) capital expenditures for maintenance of, and improvements to, the Bank Systems used in
connection with the Program;
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