Neiman Marcus 2009 Annual Report Download - page 302

during the CIL Negotiation Period to attempt to reach agreement on amendments to this Agreement that the Parties agree are mutually
acceptable and are designed to mitigate or eliminate such CIL Decline. If the Parties fail to reach agreement by the end of the CIL
Negotiation Period, changes to Risk Management Policies governing or affecting existing Accounts that are not already permitted as
Bank Matters pursuant to Section 3.2(g)(i) shall be Bank Matters to the extent set forth in, and subject to, Section 3.2(g)(iv).
(k) The Parties shall each perform all commercially reasonable security functions in accordance with the Risk
Management Policies to minimize fraud in the Program due to lost, stolen or counterfeit cards and fraudulent applications. The Parties
each agree to use commercially reasonable efforts to cooperate with each other in such functions.
(l) NMG is allowed to accept the credit risk for any Account pursuant to the recourse program set forth in
Article XX of this Agreement and Applicable Law.
(m) During any month in which (i) the Rolling 3 Month Post MP RAM for each of the two most recently
completed calendar months is greater than [***] and (ii) the Rolling 6 Month Receivables Gross Write Off Ratio for the most recently
completed month is less than [***], then Bank shall be required to implement one of the Account management expansion initiatives
described in Schedule 4.6(m). Such initiatives will be designed, in good faith, to target a minimum of [***] existing Accounts
annually; provided that such Accounts are forecasted to generate a Post MP RAM of at least [***] on incremental Gross Receivables.
Accounts targeted for Account management expansion initiatives described in Schedule 4.6(m) implemented during any twelve-month
period immediately preceding the date on which Account management expansion obligations arise under this Section 4.6(m) shall
count toward the foregoing target. Bank shall be entitled to cease such Account management expansion initiatives at any time during
which clause (i) or (ii) above is no longer satisfied; provided, however, that in the event clause (i) and (ii) above have been satisfied
for [***], Bank shall be required to continue to pursue such initiatives to the extent necessary to ensure that a number of targeted
Accounts are added, within the time frame specified below, that are at least equal to the pro rata portion of the [***] minimum number
of Accounts based on the portion of the year during which such conditions were satisfied. Any Accounts targeted by Bank above the
required number shall count toward the target for a maximum of [***] following the implementation of the action. Bank shall target
the required number of Accounts as set forth in this Section 4.6(m) no later than the [***] after the date on which a condition referred
to in clause (i) or (ii) ceases to exist or by the end of the [***] following the date the conditions set forth in clause (i) and (ii) were
initially satisfied (whichever is earlier), provided that in the event the conditions referred to in clause (i) and (ii) above exist for more
than [***], the additional Accounts to be targeted in respect of each additional [***] (or portion thereof) shall be targeted no later than
the ninetieth [***] after the date on which a condition referred to in clause (i) or (ii) ceases to exist or by the end of such additional
[***] (whichever is earlier).
(n) On or prior to April 1, 2011, Bank shall use an Imputed Income Model for the Program in either proactive
credit line increase or real time line increase decisions, so long as such model conforms with Applicable Law. NMG and Bank may
mutually agree to use this model for underwriting decisions with respect to Applications. In addition, no later than [***], Bank shall
make available to NMG estimated Cardholder income based on an Imputed Income
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