Neiman Marcus 2009 Annual Report Download - page 282

in compliance with the terms and provisions of this Agreement which is designed to increase the Approval
Rate for Applications made over the Internet or (B) Bank has developed such a product or alternative prior
to such date, but the Approval Rate for Applications submitted over the Internet during the [***] ending
with the [***] following implementation of such product is less than [***], the restrictions set forth in
clause (i) above shall lapse and the provisions of clause (iii) below shall apply. If such product or
alternative has been developed and the Approval Rate for such Applications during the above-referenced
[***] is [***] or higher, then the restrictions set forth in clause (i) above shall continue. If the Approval
Rate for such Applications for any subsequent rolling [***] is less than [***], then the restrictions set forth
in clause (i) shall lapse and the provisions of clause (iii) shall apply.
(iii) In the event that, following the date on which the restrictions set forth in clause (i) above shall
have lapsed, any of the NMG Companies is considering entering into an arrangement with any unaffiliated
Person to provide a product pursuant to which credit is extended to finance purchases of NMG Goods and
Services solely over the Internet, NMG shall deliver written notice thereof not less than [***] Business
Days prior to soliciting proposals for any such product from unaffiliated Person. Following such notice,
Bank shall have the right to deliver a proposal to NMG with respect to the product NMG is soliciting
proposals for or an alternative to such a product that will provide similar benefits to NMG. NMG shall
consider any such proposal in good faith and shall not enter into any agreement with any third Person
unless such other agreement is on terms materially more favorable in the aggregate to NMG than Bank's
proposal. If NMG elects to reject any such proposal made by Bank it shall do so in writing stating the
reasons for such rejection. NMG shall provide written notice to Bank not less than [***] Business Days
prior to executing any such agreement with any such third Person and shall provide written notice to Bank
at least [***] prior to such product becoming commercially available. If the NMG Companies do not enter
into any such agreement with a third Person within one year of the initial notice to Bank pursuant to this
Section 2.2(f), the NMG Companies shall once again comply with these procedures before entering into an
agreement with respect to the provision of such a credit product. Any Internet credit product offered by an
unaffiliated Person pursuant to and as described in this Section 2.2(f) shall be subject to the restrictions of
Section 7.4(b), and shall not be (i) branded with any NMG Licensed Marks or (ii) used for catalog,
telephone or in-store purchases.
(g) Other Products. Except to the extent expressly set forth in this Section 2.2, NMG and its Affiliates shall
not be restricted in any way with respect to any activities or payment products. For the avoidance of doubt, NMG and its Affiliates
shall be free to do any of the following at any time:
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