Neiman Marcus 2008 Annual Report Download - page 764

(ii) Forwarding Payments. If Bank receives a payment on a Recourse Account after it has been purchased by
NMG, Bank will forward to NMG the equivalent sums for such payment received. Bank will forward such amounts to NMG on
monthly basis.
(iii) Reports. Bank agrees to provide NMG with reporting on the status of all Recourse Accounts
("Delinquency Report") not less than monthly. The Delinquency Report shall include the total number of Recourse Accounts in the
Recourse Portfolio, the aggregate dollar amount of the Recourse Accounts in the Recourse Portfolio, the percentage of the total
Program receivables that are comprised of Recourse Accounts, and an itemized accounting of the delinquency level of each Recourse
Account.
(d) Termination. Bank may discontinue the addition of new Recourse Accounts to the Recourse Portfolio at any time,
upon [***] days prior written notice to NMG. In addition, upon termination of the Agreement, or receipt or delivery of notice of
termination by any Party, Bank may immediately cease the approval of further Recourse Application Requests and Recourse Credit
Line Requests. In such case, the rights and obligations of the Parties with respect to Recourse Accounts established before the
effective date of termination will not be affected.
20.2 Recourse Accounts
(a) Criteria. At a minimum, applicants must be a minimum of [***] of age at the time of application to be approved for
a Recourse Account.
(b) Cardholder Terms. The terms and conditions of all Recourse Accounts shall be the terms and conditions applicable
to the Account type set forth on Schedule 3.2(e) of the Agreement.
(c) Reversals. All Recourse Accounts will be included in the Finance Charge Reversal Percentage calculations and the
Late Fee Reversal Percentage calculations made by the Parties under the Agreement.
(d) Interest Free Accounts. All Recourse Accounts will be subject to the interest free requirements set forth in
Section 4.11 of the Agreement.
20.3 Recourse Portfolio
(a) Portfolio Cap. If, at any time, the aggregate dollar amount of the Recourse Portfolio Agreement equals or exceeds
[***] of Bank's receivables for the total Program, then Bank may suspend the addition of new Accounts to the Recourse Portfolio until
the aggregate dollar amount of the Recourse Portfolio falls below the cap and Bank consents to continue the addition of new Recourse
Accounts to the Recourse Portfolio.
(b) Removals from Recourse Portfolio. In the event a Cardholder pays the entire balance owed on a Recourse Account,
Bank may in its sole discretion at any point thereafter remove such Recourse Account from the Recourse Portfolio and treat it as a
regular Account. Accordingly, if, and from time to time, any such Recourse Account is removed from the Recourse Portfolio, the
Account shall no longer be deemed a Recourse Account or subject to the terms of this Article XX.
(c) Annual Review. At the end of each Program Year, Bank will review the performance of the Recourse Portfolio. If,
as a result of such review, Bank determines that any Recourse Accounts should be removed from the Recourse Portfolio, the Parties
will discuss such determination and negotiate such removal in good faith.