Common use of Functions of the Operating Committee Clause in Contracts

Functions of the Operating Committee. The Operating Committee shall be responsible for the overall strategic direction of the Program. Additionally, the Operating Committee shall: (a) Designate representatives from each party to jointly construct the Marketing Plan for each Program Year, which representatives shall include the Bank Relationship Manager and Retailer Relationship Manager. (b) Review and approve the Marketing Plan within thirty (30) days following the Effective Date for the first Program Half-Year and thirty (30) days before the beginning of each Program Half-Year for all subsequent Program Half-Years; (c) Review and approve amendments to the Marketing Plan made during the course of any Program Half-Year; (d) Review the marketing activities and marketing performance of the Program; (e) Subject to Section 7.3, approve changes to the Cardholder Terms as initially set forth in Schedule 7.3 hereto; (f) Approve all material modifications to the terms and conditions with respect to the Cardholder Rewards Program set forth on Schedule 6.5; (g) Review major trends and projections related to the Program in areas such as Credit Card Applications volume, approval rates, activation rates and credit penetration; (h) Monitor the terms, conditions and performance of competing co-branded and private label card programs; (i) Review the performance of the Service Level Standards set forth in Section 7.16 herein; (j) Monitor compliance of the Program with Applicable Law; (k) Resolve disputes that may arise between the parties; (l) Approve the use of any third-party (e.g., subcontractors or outsourced service providers), other than any affiliate of the parties, to perform any of the obligations of the parties under the Program after the Effective Date, unless such third party is used by Bank to perform Bank’s obligation in connection with the Majority of Comparable Programs. (m) Evaluate and approve changes to any of the following: (i) offering of new Credit Cards, form factors or approved ancillary products; (ii) material changes to the Operating Procedures; (iii) changes to the privacy provisions set forth in Section 15.6 herein and to the Privacy Policy set forth in Schedule 7.2(b) hereto; and changes or additions to the Service Level Standards applicable to the Program; (n) If Retailer so requests, review issues raised by Retailer (but excluding the chargeback of individual transactions) with respect to the process through which chargebacks are decisioned by Bank; (o) Determine whether (i) Bank should suspend the extension of credit under the Program [***] or (ii) Bank’s extension of credit under the Program should be reinstated if such a suspension has occurred; and (p) Carry out such other tasks as are assigned to it by this Agreement or jointly by the parties.

Functions of the Operating Committee. The Operating Committee shall be responsible for the overall strategic direction of the Program. Additionally, the Operating Committee shall: (a) Designate representatives from each party to jointly construct the Marketing Plan for each Program Year, which representatives shall include the Bank Relationship Manager and Retailer Relationship Manager. (b) Review and approve the Marketing Plan within thirty (30) days following the Effective Date for the first Program Half-Year and thirty (30) days before the beginning of each Program Half-Year for all subsequent Program Half-Years; (c) Review and approve amendments to the Marketing Plan made during the course of any Program Half-Year; (d) Review the marketing activities and marketing performance of the Program; (e) Subject to Section 7.3, approve changes to the Cardholder Terms Account terms as initially set forth in Schedule 7.3 hereto; (f) Approve all material modifications to the terms and conditions with respect to the Cardholder Rewards Program set forth on Schedule 6.5; (g) Review major trends and projections related to the Program in areas such as Credit Card Applications volume, approval rates, activation rates and credit penetration; (h) Monitor the terms, conditions and performance of competing co-branded and private label card programs; (i) Review the performance of the Service Level Standards set forth in Section 7.16 herein; (j) Monitor compliance of the Program with Applicable Law; (k) Resolve disputes that may arise between the parties; (l) Approve the use of any third-party (e.g., subcontractors or outsourced service providers), other than any affiliate of the parties, to perform any of the obligations of the parties under the Program after the Effective Date, unless such third party is used by Bank to perform Bank’s obligation in connection with the Majority of Comparable Programs. (m) Evaluate and approve changes to any of the following: (i) offering of new Credit Cards, form factors Cards or approved ancillary products; (ii) material changes to the Operating Procedures; (iii) changes to the privacy provisions set forth in Section 15.6 herein and to the Privacy Policy set forth in Schedule 7.2(b) hereto; and and (iv) changes or additions to the Service Level Standards applicable to the Program; (n) If Retailer so requests, review issues raised by Retailer (but excluding the chargeback of individual transactions) with respect to the process through which chargebacks are decisioned by Bank; (o) Determine whether (i) Bank should suspend the extension of credit under the Program [***] or (ii) Bank’s extension of credit under the Program should be reinstated if such a suspension has occurred; and (po) Carry out such other tasks as are assigned to it by this Agreement or jointly by the parties.

Functions of the Operating Committee. The Operating Committee shall be responsible for the overall strategic direction of the Program. AdditionallySubject to Sections 3.2(e), 3.2(f) and 3.2(g), the Operating Committee shall: (ai) Designate representatives from each party to jointly construct the Marketing Plan for each Program Year, which representatives shall include the Bank Relationship Manager and Retailer Relationship Manager. (b) Review and approve the Marketing Plan within thirty (30) days following semi-annual and annual Budget and the Effective Date for Business Plan, including the first Program Half-Year assumptions and thirty (30) days before the beginning of each Program Half-Year for all subsequent Program Half-Yearsperformance targets reflected therein; (cii) Review review monthly, quarterly and approve amendments annual Program performance relative to the Marketing Budget and the Business Plan made during the course of any and Program Half-YearObjectives; (diii) Review the oversee Program marketing activities activities, including: (1) review and marketing performance approval of the ProgramMarketing Plan; and (2) allocation of the Joint Marketing Commitment; (eiv) Subject to Section 7.3, approve changes to the Cardholder Terms as initially set forth in Schedule 7.3 heretoreview collection strategies and collection metrics; (fv) Approve all material modifications to the terms monitor activities of competitive programs and conditions with respect to the Cardholder Rewards Program set forth on Schedule 6.5identify implications of market trends; (gvi) Review major trends and projections related to the Program in areas such as Credit Card Applications volume, (1) approve (which approval rates, activation rates and credit penetration; (hwill not be unreasonably withheld) Monitor the terms, conditions and performance of competing co-branded and private label card programs; (i) Review the performance of the Service Level Standards set forth in Section 7.16 herein; (j) Monitor compliance of the Program with Applicable Law; (k) Resolve disputes that may arise between the parties; (l) Approve the use of any third-party (e.g., subcontractors or outsourced service providers)Service Provider, other than any affiliate Affiliate or Licensee of Macy’s or Bank, as the partiescase may be, to perform any of obligation to be performed by Bank or the obligations of the parties Macy’s Companies under the Program after to the extent such obligation involves customer contact (whether in person, by telephone or in writing) prior to ninety (90) days’ delinquency (as set forth on, and in accordance with, Schedule 4.2(a)(iv)), in each case, except to the extent subcontracted or outsourced as of the Effective DateDate and (2) review and approve (which approval will not be unreasonably withheld) any other proposed subcontracting arrangement contemplated by either Party or any of their Affiliates with respect to performance of its or their obligations under this Agreement which is material to the Program taken as a whole; and in any event, unless such third party Bank shall not change the provider of the core processing system that is used by part of the Bank Credit Platform to perform Bank’s obligation in connection with a Person other than First Data without the Majority consent of Comparable Programs.Macy’s; (mvii) Evaluate evaluate and approve changes to any of the following: (i1) offering of new Credit Cards, form factors Card or approved ancillary productsother payment products or Ancillary Products; (ii2) material changes in Cardholder and payment plan terms, including any of the terms set forth on Schedules 4.7(a)(ii), 4.7(a)(iii), 4.7(d) and 4.8(b)(i); (3) changes to the Risk Management Policies (which shall be submitted to the Operating Committee together with the expected pro forma effects of such changes on the Program); (4) changes to the Operating Procedures; (iii5) changes to the privacy provisions set forth in Section 15.6 herein and Bank Credit Platform (to the Privacy Policy set forth in Schedule 7.2(bextent Operating Committee approval is required pursuant to Section 7.4(d)) hereto; and or the Desktop Platform; (6) changes or additions to the Service Level Standards SLAs applicable to the Program; (n7) If Retailer so requestschanges to existing Value Propositions, review issues raised or approval of additional Value Propositions to be supported by Retailer (but excluding the chargeback of individual transactions) with respect to the process through which chargebacks are decisioned by BankProgram; (oviii) Determine whether in the event the personnel of Macy’s and Bank are unable to agree thereon, approve the design and content of Credit Card Documentation, the design of Macy’s Credit Cards and any changes thereto; (iix) Bank should suspend the extension review customer service, collections and other servicing performance and reporting aspects of credit under the Program [***] or (ii) Bank’s extension against SLAs and other requirements of credit under the Program should be reinstated if such a suspension has occurred; andthis Agreement; (px) Carry approve any capital expenditures (or group of related capital expenditures) that would constitute Program Expenses in excess of one hundred thousand dollars ($100,000) in any Fiscal Year; (xi) carry out such other tasks as are assigned to it by this Agreement or jointly by the partiesParties; (xii) approve changes to the Program Privacy Policy or the notice set forth in Schedule 6.2(b); and (xiii) evaluate and approve new Credit Card products, Ancillary Products or other products and services proposed to be offered to Cardholders.

Functions of the Operating Committee. The Operating Committee shall be responsible for the overall strategic direction of the Program. AdditionallySubject to Sections 3.2(e), 3.2(f) and 3.2(g), the Operating Committee shall: (ai) Designate representatives from each party to jointly construct the Marketing Plan for each Program Year, which representatives shall include the Bank Relationship Manager and Retailer Relationship Manager. (b) Review and approve the Marketing Plan within thirty (30) days following semi-annual and annual Budget and the Effective Date for Business Plan, including the first Program Half-Year assumptions and thirty (30) days before the beginning of each Program Half-Year for all subsequent Program Half-Yearsperformance targets reflected therein; (cii) Review review monthly, quarterly and approve amendments annual Program performance relative to the Marketing Budget and the Business Plan made during the course of any and Program Half-YearObjectives; (diii) Review the oversee Program marketing activities activities, including: (A) review and marketing performance approval of the ProgramMarketing Plan; and (B) allocation of the Additional Marketing Commitment; (eiv) Subject to Section 7.3, approve changes to the Cardholder Terms as initially set forth in Schedule 7.3 heretoreview collection strategies and collection metrics; (fv) Approve all material modifications to the terms monitor activities of competitive programs and conditions with respect to the Cardholder Rewards Program set forth on Schedule 6.5identify implications of market trends; (gvi) Review major trends and projections related to the Program in areas such as Credit Card Applications volume, approve (which approval rates, activation rates and credit penetration; (hwill not be unreasonably withheld) Monitor the terms, conditions and performance of competing co-branded and private label card programs; (i) Review the performance of the Service Level Standards set forth in Section 7.16 herein; (j) Monitor compliance of the Program with Applicable Law; (k) Resolve disputes that may arise between the parties; (l) Approve the use of any third-third party (e.g., subcontractors subcontractor or outsourced service providersprovider), other than any affiliate Affiliate or Licensee of FDS or Bank, as the partiescase may be, to perform any of obligation to be performed by Bank or the obligations of the parties FDS Companies under the Program after to the extent such obligation involves customer contact (whether in person, by telephone or in writing) prior to ninety (90) days' delinquency (as set forth on, and in accordance with, Schedule 4.2(a)(iv)), in each case, except to the extent subcontracted or outsourced as of the Effective Date, unless such third party is used by Bank to perform Bank’s obligation in connection with the Majority of Comparable Programs.; (mvii) Evaluate evaluate and approve changes to the Primary Initial Program Terms, including the evaluation and approval of any of the following: (iA) offering of new Credit Cards, form factors Card or approved ancillary productsother payment products or Ancillary Products; (iiB) material changes in Cardholder terms, including any of the terms set forth on Schedule 4.7; (C) changes to the Risk Management Policies (which shall be submitted to the Operating Committee together with the expected pro forma effects of such changes on the Program); (D) changes to the Operating Procedures; (iiiE) changes to the privacy provisions set forth in Section 15.6 herein and to the Privacy Policy set forth in Schedule 7.2(b) hereto; and changes or additions to the Service Level Standards SLAs applicable to the Program; (nF) If Retailer so requestschanges to existing Value Propositions, review issues raised or approval of additional Value Propositions to be supported by Retailer (but excluding the chargeback of individual transactions) with respect to the process through which chargebacks are decisioned by BankProgram; (oviii) Determine whether approve the design of Credit Card Documentation, the design of FDS Credit Cards and any changes thereto; (iix) Bank should suspend the extension review customer service, collections and other servicing performance and reporting aspects of credit under the Program [***] or (ii) Bank’s extension against SLAs and other requirements of credit under the Program should be reinstated if such a suspension has occurred; andthis Agreement; (px) Carry approve any capital expenditures (or group of related capital expenditures) that would constitute Program Expenses in excess of one hundred thousand dollars ($100,000) in any Fiscal Year; (xi) carry out such other tasks as are assigned to it by this Agreement or jointly by the partiesParties; (xii) approve any modifications to the Transition Plan; (xiii) approve changes to the Program Privacy Policy or the notice set forth in Schedule 6.2(b); and (xiv) evaluate and approve new Credit Card products, Ancillary Products or other products and services proposed to be offered to Cardholders.

Functions of the Operating Committee. The Operating Committee shall be responsible for the overall strategic direction of the Program. Additionally, the Operating Committee shall: (a) Designate representatives from each party to jointly construct the Marketing Plan for each Program Year, which representatives shall include the Bank Relationship Manager and Retailer Relationship Manager. At the request of Retailer, Bank shall prepare an initial draft of the Marketing Plan and submit it to the Operating Committee for consideration. (b) Review and approve the Marketing Plan within thirty (30) days following prior to the Effective Program Commencement Date for the first Program Half-Year and thirty (30) days before the beginning of each Program Half-Year for all subsequent Program Half-Years; (c) Review and approve amendments to the Marketing Plan made during the course of any Program Half-Year; (d) Review the marketing activities and marketing performance of the Program; (e) Subject to Section 7.30, approve changes to the Cardholder Terms Account terms as initially set forth in Schedule 7.3 hereto; (f) Approve the initial terms and conditions and all material modifications to the terms and conditions with respect to the Cardholder Rewards Program set forth on Schedule 6.5Program; (g) Review major trends and projections related to the Program in areas such as Credit Card Applications applications volume, approval rates, activation rates and credit penetration; (h) Monitor the terms, conditions and performance of competing co-branded and private label card programs; (i) Review the performance of the Service Level Standards service level standards set forth in Section 7.16 0 herein; (j) Monitor compliance of the Program with Applicable Law; (k) Resolve disputes that may arise between the parties; (l) Approve the use of any third-party (e.g., subcontractors or outsourced service providers), other than any affiliate of the parties, to perform any of the obligations of the parties under the Program after the Effective Commencement Date, unless such third party is used by Bank to perform Bank’s obligation in connection with the Majority majority of Comparable ProgramsBank’s other comparable credit card programs involving retailers and/or department stores. (m) Evaluate and approve changes to any of the following: (i) offering of new Credit Cards, form factors Cards or approved ancillary products; (ii) material changes to the Operating Procedures; (iii) changes to the privacy provisions set forth in Section 15.6 0 herein and to the Privacy Policy set forth in Schedule 7.2(b) hereto; and ; (iv) changes or additions to the Service Level Standards service level standards applicable to the Program; (n) If Retailer so requests, review issues raised by Retailer (but excluding the chargeback of individual transactions) with respect to the process through which chargebacks are decisioned by Bank; (o) Determine whether (i) Bank should suspend the extension of credit under the Program [***] or (ii) Bank’s extension of credit under the Program should be reinstated if such a suspension has occurred; and (pn) Carry out such other tasks as are assigned to it by this Agreement or jointly by the parties.;

Functions of the Operating Committee. The Operating Committee shall be responsible for the overall strategic direction of the Program. AdditionallySubject to Sections 3.2(e), 3.2(f) and 3.2(g), the Operating Committee shall: (ai) Designate representatives from each party to jointly construct the Marketing Plan for each Program Year, which representatives shall include the Bank Relationship Manager and Retailer Relationship Manager. (b) Review and approve the Marketing Plan within thirty (30) days following semi-annual and annual Budget and the Effective Date for Business Plan, including the first Program Half-Year assumptions and thirty (30) days before the beginning of each Program Half-Year for all subsequent Program Half-Yearsperformance targets reflected therein; (cii) Review review monthly, quarterly and approve amendments annual Program performance relative to the Marketing Budget and the Business Plan made during the course of any and Program Half-YearObjectives; (diii) Review the oversee Program marketing activities activities, including: (A) review and marketing performance approval of the ProgramMarketing Plan; and (B) allocation of the Additional Marketing Commitment; (eiv) Subject to Section 7.3, approve changes to the Cardholder Terms as initially set forth in Schedule 7.3 heretoreview collection strategies and collection metrics; (fv) Approve all material modifications to the terms monitor activities of competitive programs and conditions with respect to the Cardholder Rewards Program set forth on Schedule 6.5identify implications of market trends; (gvi) Review major trends and projections related to the Program in areas such as Credit Card Applications volume, approve (which approval rates, activation rates and credit penetration; (hwill not be unreasonably withheld) Monitor the terms, conditions and performance of competing co-branded and private label card programs; (i) Review the performance of the Service Level Standards set forth in Section 7.16 herein; (j) Monitor compliance of the Program with Applicable Law; (k) Resolve disputes that may arise between the parties; (l) Approve the use of any third-third party (e.g., subcontractors subcontractor or outsourced service providersprovider), other than any affiliate Affiliate or Licensee of FDS or Bank, as the partiescase may be, to perform any of obligation to be performed by Bank or the obligations of the parties FDS Companies under the Program after to the extent such obligation involves customer contact (whether in person, by telephone or in writing) prior to ninety (90) days’ delinquency (as set forth on, and in accordance with, Schedule 4.2(a)(iv)), in each case, except to the extent subcontracted or outsourced as of the Effective Date, unless such third party is used by Bank to perform Bank’s obligation in connection with the Majority of Comparable Programs.; (mvii) Evaluate evaluate and approve changes to the Primary Initial Program Terms, including the evaluation and approval of any of the following: (iA) offering of new Credit Cards, form factors Card or approved ancillary productsother payment products or Ancillary Products; (iiB) material changes in Cardholder terms, including any of the terms set forth on Schedule 4.7; (C) changes to the Risk Management Policies (which shall be submitted to the Operating Committee together with the expected pro forma effects of such changes on the Program); (D) changes to the Operating Procedures; (iiiE) changes to the privacy provisions set forth in Section 15.6 herein and to the Privacy Policy set forth in Schedule 7.2(b) hereto; and changes or additions to the Service Level Standards SLAs applicable to the Program; (nF) If Retailer so requestschanges to existing Value Propositions, review issues raised or approval of additional Value Propositions to be supported by Retailer (but excluding the chargeback of individual transactions) with respect to the process through which chargebacks are decisioned by BankProgram; (oviii) Determine whether approve the design of Credit Card Documentation, the design of FDS Credit Cards and any changes thereto; (iix) Bank should suspend the extension review customer service, collections and other servicing performance and reporting aspects of credit under the Program [***] or (ii) Bank’s extension against SLAs and other requirements of credit under the Program should be reinstated if such a suspension has occurred; andthis Agreement; (px) Carry approve any capital expenditures (or group of related capital expenditures) that would constitute Program Expenses in excess of one hundred thousand dollars ($100,000) in any Fiscal Year; (xi) carry out such other tasks as are assigned to it by this Agreement or jointly by the partiesParties; (xii) approve any modifications to the Transition Plan; (xiii) approve changes to the Program Privacy Policy or the notice set forth in Schedule 6.2(b); and (xiv) evaluate and approve new Credit Card products, Ancillary Products or other products and services proposed to be offered to Cardholders.