Neiman Marcus 2008 Annual Report Download - page 580

4.5 Branding of Accounts/Credit Cards/Cardholder Documentation/Solicitation Materials.
(a) The Cardholder Documentation and the Solicitation Materials shall be in the design and format proposed by the NMG
Companies and approved by the Management Committee; provided that Bank shall be responsible for ensuring that the Cardholder
Documentation and the Solicitation Materials comply with Applicable Law and for ensuring that the Solicitation Materials comply
with the Cardholder Documentation.
(b) Bank shall be responsible for, and bear the cost of the design, development and delivery (other than delivery at NMG
Channels) of the Cardholder Documentation; provided that, to the extent that changes to the design or format of Cardholder
Documentation results in the per unit cost of such Cardholder Documentation being materially greater than (i) in the case of
Cardholder Documentation other than Billing Statements, the cost in effect as of January 1, 2005 (as adjusted by CPI), and (ii) in the
case of Billing Statements, the greater of such cost and the cost of producing statements having the specifications set forth in Schedule
7.3(a), the Management Committee shall allocate the increased costs resulting from such changes in Cardholder Documentation
between the Parties.
(c) Bank shall issue a renewal NMG Credit Card and/or Loyalty Card to each Cardholder in accordance with the terms of any
Loyalty Program at each scheduled NMG Credit Card and/or Loyalty Card renewal date (or earlier, at the direction of any NMG
Company, if the Cardholder qualifies for an upgrade in any Loyalty Program).
(d) NMG Licensed Marks shall appear prominently on the face of the NMG Credit Cards. The NMG Credit Cards shall not bear
Bank's Licensed Marks except, in the case of a Dual-Line Credit Card, as required by the applicable Card Association; provided,
however, the Bank's name will appear on the back of the card in order to identify Bank as the credit provider under the Program,
together with any other disclosures required by Applicable Law, and in the case of a Dual-Line Credit Card, as required by the
applicable Card Association.
4.6 Underwriting and Risk Management.
(a) Bank shall accept or reject any Application based solely upon application of the then-current Risk Management Policies
applicable to the relevant channel. Upon satisfaction of the applicable credit criteria set forth in the Risk Management Policies, Bank
shall promptly establish a Private Label Credit Account, a Non-Store Account and/or a Non-Card Payment Plan, as applicable. The
procedures for determining what type(s) of NMG Credit Cards and Accounts shall be issued upon receipt of each Application are set
forth in the Risk Management Policies. Bank shall have the right, power and privilege to review periodically the creditworthiness of
Cardholders to determine the range of credit limits to be made available to an individual Cardholder and whether or not to suspend or
terminate credit privileges of such Cardholder; provided, however, that Bank shall only decrease credit limits or suspend or terminate
credit privileges on an individual, case-by-case basis consistent with the then-current Risk Management Policies and Operating
Procedures and in no event in a manner less favorable, in the aggregate, than its exercise of similar rights in connection with the
Comparable Partner Programs.
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