Neiman Marcus 2008 Annual Report Download - page 755

SCHEDULE 9.3
(a) The Parties agree that certain Signature Accounts created pursuant to this Schedule 9.3 shall be subject to the following provisions
of this Schedule 9.3.
(b) Definitions.
(i) "Immediate Decision Signature Account" is a Non-Card Payment Plan Signature Account with a credit line of [***] or
more (i) that the NMG Companies cause to be opened, on behalf of Bank, before Bank has had full opportunity under then-
current Bank timeframes, to review the creditworthiness of the applicant; and, (ii) having a credit line in excess of the credit
line that Bank actually approved following its review of the creditworthiness of the applicant (the excess credit line amount
will be referred to herein as a "Recourse Amount").
(ii) "Partial Override Signature Account" is a Non-Card Payment Plan Signature Account with a credit line of [***] or more
(i) that the NMG Companies cause to be' opened, on behalf of Bank; and, (ii) due to the NMG Companies' partial override
decision, having a credit line in excess of the credit line that Bank actually approved (the excess credit line amount will also
be referred to herein as a "Recourse Amount").
(iii) "Recourse Account". An Account defined as either an Immediate Decision Signature Account or Partial Override
Signature Account.
(iv) "Written-off Recourse Portfolio Amounts". The aggregate outstanding Recourse Amounts related to Recourse Accounts
that have been written-off in accordance with the Risk Management Policies.
(c) All Recourse Account applicants must meet the following minimum credit criteria: (a) the applicants must be a minimum of [***]
years of age at the time of the application; and (b) the applicants must be treated in the same manner as other Signature Account
applicants based on the Agreement and the Operating Instructions.
(d) All of the Immediate Decision Signature Accounts and the Partial Override Signature Accounts will be included when calculating
the amount of Interest Free Receivables in connection with Schedule 1.1 (f) of the Agreement.
(e) In the event that Bank determines that the NMG Companies is creating Recourse Accounts in a manner such that a significant
percentage of Recourse Amounts have been written-off or will be written-off, Bank may unilaterally terminate further funding of new
Recourse Accounts. In any event Bank and NMG will work together cooperatively to manage the Recourse Accounts to maintain
reasonable risk for both parties and to accommodate the NMG Companies and the relationship between the NMG Companies and
their customers. Recourse Accounts will be serviced and treated in a manner similar to other Signature Accounts.
(f) Repurchase of Written-off Recourse Portfolio Amounts. The NMG Companies understand that but for their promises pursuant to
this Schedule 9.3, Bank would have the right to not fund the Recourse Amounts. As such, in consideration of Bank's funding the
Recourse Amounts, the NMG Companies agree that it will pay to Bank, on a monthly basis, any and all Written-off Recourse
Portfolio Amounts. Upon Bank's receipt of consideration, from the NMG Companies, for the Written-off Recourse Portfolio Amounts,
Bank and the NMG Companies