Neiman Marcus 2009 Annual Report Download - page 296

case a [***] shall have occurred and be continuing, the [***] Negotiation Period shall have elapsed without
the Parties having executed and delivered amendments to this Agreement contemplated by Section 4.6(o),
such Risk Management Policies governing the range of credit limits to be made available to an individual
Cardholder and whether or not to suspend or terminate credit privileges of a Cardholder [***] be [***].
(b) The initial Risk Management Policies shall be those in place immediately prior to the Effective Date.
Each Party may propose modifications of any aspect of the Risk Management Policies, which modifications shall be made only upon
approval in accordance with Article III; provided, however, that, following delivery of all information required pursuant to Section
4.6(c), any proposed modification to the Risk Management Policies that would not be subject to approval as a Bank Matter may be
approved by Bank's Program Manager and NMG's senior credit officer provided approval of such change is made pursuant to a
written instrument signed by such senior credit officer and Program Manager referring to the approval requirements of this Section
4.6(b) and delivered to the other Party. Any modification proposed by Bank must be made in accordance with the provisions of this
Section 4.6 and accompanied by the information required pursuant to Section 4.6(c).
(c) In the event Bank proposes to make any modifications to the Risk Management Policies, then Bank shall
deliver to NMG's credit officer a report containing all of the information relating to such proposed modification referred to in clauses
(i) through (vi) of this Section 4.6(c); provided, however, that, solely in the case of a proposal that cannot be implemented as a Bank
Matter, NMG's senior credit officer may waive the obligation of Bank to deliver any or all of the information referred to in such
clauses pursuant to a written instrument signed by such senior credit officer, referring to this Section 4.6(c) and delivered to Bank (it
being understood that such senior credit officer shall have no authority to waive any information referred to in this Section 4.6(c) with
respect to a proposal that can be implemented as a Bank Matter):
(i) a reasonable description of the proposed modification, specifying the particular changes to be
made to any provisions of the then-current Risk Management Policies to be affected by such proposed
modification;
(ii) a reasonable description of Bank's strategy for proposing such modification, including the
estimated impact to Program profitability of such modification;
(iii) the criteria for applying such modification, including the targeted population segment of
Cardholders or Account applicants, as applicable to which such modification will apply;
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