Neiman Marcus 2008 Annual Report Download - page 569

period of not less than forty-five (45) days. NMG shall be under no obligation to accept such offer or to provide Bank with any right to
match any offer received by NMG from any third party. NMG may elect to (A) accept the offer made by Bank, (B) establish the
Second-Look Credit Card Program directly or through any of its Affiliates, or (C) enter into an arrangement with any third party
Credit Card issuer providing for the establishment of a Second-Look Credit Card Program to be issued by such issuer; provided that
NMG may not enter into any such arrangement with any such third party Credit Card issuer unless the financial terms and conditions
offered to NMG by such Credit Card issuer are substantially more favorable to NMG in the aggregate to the terms and conditions
offered to NMG by Bank. If NMG elects to establish a Second-Look Credit Card Program pursuant to clause (B) or (C) above, upon
the request of any NMG Company, Bank shall forward to the NMG Companies or a provider of secondary financing the Applications
received by Bank with respect to such customers and shall cooperate in good faith with the NMG Companies in order to facilitate the
issuance of Credit Cards or Non-Card Payment Plans, as applicable, to such customers pursuant to such program.
(c) Dual-Line/Co-Branded Program.
(i) Beginning as of the Effective Date, Bank, at its own expense, shall perform the product design and consumer research
set forth in Section A of Schedule 2.2(c)(i) of Dual-Line Credit Card products designated in such schedule or otherwise approved by
the Management Committee. Bank shall use its best efforts to ensure that the personnel used to conduct such product design and
consumer research has relevant experience in the department store industry, comparable customer demographics and loyalty programs
and that the other resources (including Systems and other technology resources) used to conduct such research are Competitive. Bank
shall complete the product design and consumer research testing set forth in Section A of Schedule 2.2(c)(i) by the Dual-Line Testing
Date.
(ii) In the event that NMG decides to test Dual-Line Credit Cards following such consumer research, NMG shall provide
Bank notice of such desire. Within the Development Period, Bank shall commence the testing set forth in Section B of Schedule 2.2(c)
(i) of Dual-Line Credit Cards having the terms set forth in Schedule 2.2(c)(ii) and such other and/or additional terms as may be
approved by the Management Committee. In the event that Bank fails to commence offering Dual-Line Credit Cards on the terms set
forth in Schedule 2.2(c)(ii) by the Dual-Line Card Deadline or otherwise breaches any of its obligations pursuant to this Section 2.2,
NMG shall be free to issue Co-Branded Credit Cards itself or through an Affiliate or enter into an arrangement with any third party to
issue Co-Branded Credit Cards. Upon such an event, the restrictions of Section 2.2(a) shall not apply to any such issuance of Co-
Branded Credit Cards.
(d) Acceptance of Non-NMG Credit Cards. The NMG Companies' right to accept Credit Cards other than NMG Credit Cards
shall be limited as set forth in Section A of Schedule 2.2(d).
(e) Retail Portfolio Acquisition. Notwithstanding Section 2.2(a), Bank's sole rights with respect to Credit Card portfolios
acquired by NMG during the Term are set forth in Article XIV hereof.
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