Neiman Marcus 2009 Annual Report Download - page 351

16.2, NMG shall engage in good faith negotiations with Bank to modify the Program in a way that would preserve at least the same
level of access and use of such data for the benefit of NMG and its Affiliates following the relevant Change in Law as was permissible
prior to the Effective Date, such negotiations not to terminate (in the absence of an agreement between the Parties on any
modification) earlier than [***] days after the earlier of (i) the date on which one of the Parties delivers a notice to the other that the
relevant Change in Law is likely to occur or (ii) the date on which the relevant Change in Law takes effect; or
(e) if there have been more than [***] (excluding for purposes of this paragraph Unapproved Matters that are
Bank Matters as described in Sections 3.2(g)(ii), (iii), (iv), (vi), (ix), (x) and (xi)) within the last twelve (12) Fiscal Months; provided
that if the Management Committee votes on an identical matter more than one time and fails to reach agreement on such identical
matter without any change in the circumstances surrounding such matter, for purposes of this Section 16.2(e), such matter will only
count as one (1) Unapproved Matter; or
(f) not more than [***] after the Risk Information Date in respect of a proposed modification to a Risk
Management Policy, other than a modification that would be Bank Matter as described in Section 3.2(g)(i), if such modification is an
Unapproved Matter and either:
(i) in the case of a proposed modification to a New Account Policy, the Approval Rate for the
Benchmark Population assuming application of the New Account Policy (including such modification) to
the Applications submitted by such Benchmark Population, as modeled in accordance with Section 4.6(c)
(v)(i), is less than [***]; or
(ii) in the case of a proposed modification to a Risk Management Policy with respect to or affecting
existing Accounts, either:
(A) such change in Risk Management Policy, together with all previous changes to Risk
Management Policies implemented as Bank Matters pursuant to Sections 3.2(g)(iii) or
(iv) following the Effective Date, is projected, based on the information required to be
delivered in accordance with Section 4.6(c)(vi) and the methodology stated therein, to
decrease Net Credit Sales by more than [***] in any rolling [***] period required to be
included in the projections delivered pursuant to Section 4.6(c); or
(B) such proposed modification is a Bank Matter as a result of the occurrence and
continuance of an NMG Credit Event; provided, however, if such proposed modification
is a Bank Matter as a result of an NMG Credit Event that has occurred and is continuing,
and a Trigger Condition shall be in existence at such time, then NMG shall not have the
right to terminate pursuant to this Section 16.2(f)(ii)(B)
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