Neiman Marcus 2008 Annual Report Download - page 572

(v) evaluate and approve changes to any of the following:
(A) offering of new Credit Cards or Approved Ancillary Products, including Co-Branded Credit Cards, Non-Card
Payment Plans or other payment products;
(B) changes in Account 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 Management Committee together
with the expected pro forma effects of such changes on the Program);
(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 monthly, provided that unless otherwise agreed by all Management Committee members, not less than one meeting
per quarter 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. Except to the extent expressly provided in this Agreement, the Management Committee (and any
subcommittee formed by it) shall determine the frequency, place (in the case of meetings in person) and agenda for its meetings, the
manner in which meetings shall be called and all procedural matters relating to the conduct of meetings and the approval of matters
thereat.
18