Neiman Marcus 2009 Annual Report Download - page 303

Model that may be used for the Program in order to permit manual determinations with respect to overlimit referrals to be made
without additional inquiries from the Cardholder. The Bank and/or Bank's Affiliates shall own all right, title and interest to any such
Imputed Income Model that is designed and built by Bank and/or Bank's Affiliates.
(o) At any time a [***] has occurred and is continuing, Bank may elect to deliver to NMG written certification
executed by a financial officer of Bank identifying the occurrence and continuance of the [***] and attaching and certifying the
accuracy of the financial information demonstrating such occurrence. Following delivery of any such notice referred to above, the
Parties shall negotiate in good faith during the [***] to attempt to reach agreement on amendments to the economic provisions of this
Agreement that the Parties agree are mutually acceptable and are designed to mitigate or eliminate any RAM Condition (it being
agreed that the Parties shall cooperate in good faith to arrive at amendments that preserve to the maximum extent reasonably possible
the provisions of this Agreement in effect prior to the execution of such amendments while achieving the above-stated objective). If
the Parties fail to reach agreement by the end of the [***], with respect to changes to Risk Management Policies governing or
affecting existing Accounts, Bank shall no longer be subject to the restrictions set forth in Section 4.6(a)(ii)(B) and the proviso of
Section 4.6(a)(iii).
4.7 Cardholder Terms.
(a) The terms and conditions of all Accounts as of the Effective Date shall be the terms and conditions
specified in Schedule 4.7. Changes to the terms and conditions of the Accounts may be made only in accordance with this Section 4.7
and Article III; provided that no action shall be taken to implement any Existing Term Change or New Account Terms approved as a
Bank Matter pursuant to Section 3.2(g)(iv) or (vi) until the [***] following the date on which Bank breaks the deadlock with respect
to such Bank Matter.
(b) Upon (i) the occurrence and continuance of a RAM Condition or (ii) the occurrence and continuance of a
CIL Decline and the failure of the Parties to reach agreement on amendments to this Agreement by the end of the CIL Negotiation
Period, the implementation of Existing Term Changes shall be a Bank Matter pursuant to Section 3.2(g)(iv), (vi) or (ix), as applicable;
provided that Bank has established that such Existing Term Changes are Competitive in accordance with the provisions of this
Section 4.7(b). Except for Bank Matters implemented pursuant to Section 3.2(g)(v), at the time of any proposal with respect to the
implementation of any Existing Terms Change, Bank shall deliver to NMG a report (including relevant information regarding Account
terms in effect for credit cards offered to customers of the NMG Primary Competitors) to substantiate that the proposed Existing
Terms Change(s) are Competitive.
(c) Upon the occurrence and continuance of a RAM Condition or a CIL Decline, and without limiting Bank's
rights with respect to Section 3.2(g)(v), Bank shall be permitted to test the implementation of New Account Terms, provided such
New Account Terms have been implemented by at least [***] and such testing and implementation is conducted at a level and in a
manner consistent with that of such NMG Competitors and according to the following procedures:
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