Neiman Marcus 2009 Annual Report Download - page 281

(ii) At any time prior to the [***] anniversary of the Effective Date, Neiman Marcus may expand
acceptance of Credit Cards not licensed with any NMG Licensed Marks (and may continue such
acceptance throughout the remainder of the Term) provided the following conditions are satisfied at the
time of any such expansion:
(A) No NMG Credit Event, Trigger Condition or CIL Decline shall have occurred and be
continuing at the time of any such expansion; and
(B) The Rolling 6 Month RAM in the month immediately preceding any such expansion is at
least [***].
(iii) If (A) the NMG Companies expand acceptance of Credit Cards beyond what is permitted in
Section 2.2(d)(i) and (B) (1) the Rolling 6 Month Risk Adjusted Yield for any month within the [***]
month period following such expansion is less than (2) [***] times the Rolling 6 Month Risk Adjusted
Yield for the same calendar month during the [***] period preceding the implementation of the expansion
(the amount by which (1) is less than (2), the "Expanded Acceptance Revenue Shortfall"), then so long as
no Trigger Condition, NMG Credit Event or CIL Decline shall have occurred and be continuing, upon
request of Bank delivered not more than [***] after the end of the month in respect of which an Expanded
Acceptance Revenue Shortfall shall have first occurred ("Bank's Expanded Revenue Shortfall Notice"), the
Parties shall negotiate in good faith in an attempt to arrive at a mutually agreeable amendment to this
Agreement designed to offset such Expanded Acceptance Revenue Shortfall. In the event the Parties shall
not agree upon any such amendment within [***] days following Bank's Expanded Revenue Shortfall
Notice, Bank shall be entitled to terminate this Agreement pursuant to Section 16.3(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.
(f) Internet Financing.
(i) During the [***] after the Effective Date, unless and until the restrictions set forth in this
paragraph shall have lapsed, the NMG Companies shall not enter into any arrangement with an unaffiliated
third Person other than Bank or Bank's Affiliates with respect to the provision of a product pursuant to
which credit is extended to finance purchases of NMG Goods and Services solely over the Internet.
(ii) If (A) prior to the date that is [***] after the Effective Date Bank has not developed and
implemented a product or other alternative solution
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