Neiman Marcus 2009 Annual Report Download - page 291

any of its Affiliates pursuant to any agreement or arrangement with any retail store competitor designated annually by the
Management Committee, including those listed in Schedule 3.3(d), without the approval of NMG.
ARTICLE IV
PROGRAM OPERATIONS
4.1 Operation of the Program.
(a) Each of the Parties hereto shall perform its obligations under this Agreement (i) in compliance with the
terms and conditions of this Agreement, the Risk Management Policies, the Operating Procedures and any other policies, procedures
and practices adopted pursuant to this Agreement, (ii) in good faith, (iii) in accordance with Applicable Law, and (iv) in a manner
consistent with the Program Objectives.
(b) The initial Operating Procedures applicable to various aspects of the operation of the Program shall be the
operating procedures adopted by the Parties prior to the Effective Date (which operating procedures are attached hereto as Schedule
4.1(b)). Changes to such Operating Procedures shall only be made with the approval of the Management Committee; provided that
changes to the Risk Management Policies may be made in accordance with Section 4.6 and Article III.
(c) Except as expressly provided otherwise in this Agreement, Bank shall use commercially reasonable efforts
to ensure that the personnel and other resources (including Systems and other technology resources) devoted by Bank to the Program
shall be Competitive.
4.2 Certain Responsibilities of the NMG Companies.
(a) In addition to its other obligations set forth elsewhere in this Agreement, NMG agrees that during the Term
it shall, either itself or through the Affiliate(s) to which it subcontracts the relevant functions:
(i) as provided in the Servicing Agreement, in its capacity as NMG Servicer, maintain a System to
process Applications, using the underwriting and credit limit assignment policy set forth in the Risk
Management Policies and the Operating Procedures, as maintained by NMG in effect as of the Effective
Date;
(ii) as provided in the Servicing Agreement, in its capacity as NMG Servicer, maintain call centers to
respond to inquiries from Cardholders and to deal with billing related claims and adjustments (including by
making interest and late fee reversals), establish new Accounts or Account types, authorize transactions,
and assign, increase and decrease credit lines, all in accordance with the Risk Management Policies and the
Operating Procedures, in each case, as performed by NMG prior the Effective Date;
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