Neiman Marcus 2008 Annual Report Download - page 576

(b) The initial Manager of the NMG Companies is set forth in Schedule 3.3.
(c) The initial Manager of Bank is set forth in Schedule 3.3. The Bank's Manager shall report directly to the Bank's Managing
Director-Client Relations. The Bank's Manager's performance-based compensation shall be based upon the Program Objectives and
other specific annual targets and objectives set by the Management Committee, including Program profitability targets. The
appointment of a new Manager by Bank is subject to the prior approval of NMG. With respect to future Bank Manager candidates,
Bank shall seek to propose candidates with substantial Program relevant experience, including experience with the department store
industry, comparable customer demographics and loyalty programs.
(d) Bank shall maintain a Program team having Competitive expertise and experience and meeting the requirements and
specifications set forth in Schedule 3.3. No member of the Bank's Program team shall be reassigned to any program operated by Bank
or 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 NMG, its Affiliates and the Licensees 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 January 1, 2005;
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