Neiman Marcus 2009 Annual Report Download - page 352

unless the decrease in Net Credit Sales is by more than [***] in any rolling [***] period
required to be included in the projections delivered pursuant to Section 4.6(c); or
(g) upon notice to Bank delivered not more than [***] following (i) the implementation of any New Account
Policy if 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) the implementation of a Risk Management Policy with respect to or affecting existing Accounts if the cumulative
effect of such change in Risk Management Policy and all other changes implemented pursuant to Sections 3.2(g)(iii) and (iv) as Bank
Matters is a decrease in such Net Credit Sales by more than [***] in any rolling [***] period based on the information required to be
delivered in accordance with Section 4.6(d) and the methodology stated therein; or
(h) (A) if Bank proposes to implement any change in Risk Management Policies that is an Unapproved Matter
following the CIL Negotiation Period by asserting its right to consider such implementation a Bank Matter pursuant to Section 3.2(g)
(iv), not more than [***] after the Risk Information Date or (B) if Bank proposes to implement any Existing Terms Change or New
Account Term that is an Unapproved Matter following the CIL Negotiation Period by asserting its right to consider such
implementation a Bank Matter pursuant to Section 3.2(g)(iv), not more than [***] after Bank shall have broken the deadlock with
respect to such Unapproved Matter in the case of a proposed Existing Terms Change or implementation of New Account Terms
pursuant to Section 4.7(c)(vi)(A);
(i) not more than [***] after Bank shall have broken a deadlock with respect to the implementation of New
Account Terms pursuant to Section 4.7(c)(vi)(A) by asserting its right to consider such implementation a Bank Matter of a type set
forth in Section 3.2(g)(vi); and
(j) following the date on which the Effective Annual Servicing Fee Rate exceeds the maximum Annual
Servicing Fee Rate required to be paid by Bank pursuant to Section 4.04(e) of the Servicing Agreement.
16.3 Termination by Bank Prior to the End of the Initial Term or a Renewal Term. Bank may terminate this
Agreement upon written notice prior to the end of the Initial Term or any Renewal Term and subject to the effective dates of
termination in Section 16.4:
(a) after the occurrence of an NMG Event of Default; or
(b) following the end of a Fiscal Year, if during such Fiscal Year, NMG has not maintained the retail store
square footage set forth on Schedule 16.3(b); or
(c) not more than [***] after the end of the Account Terms Negotiation Period provided that (i) a RAM
Condition has occurred and is continuing at the time of such notice and (ii) the implementation of the New Account Terms proposed
by Bank remain an Unapproved Matter at such time and do not constitute a Bank Matter in accordance with Section 4.7(c)(vi)(B); or
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