Neiman Marcus 2008 Annual Report Download - page 584

percentage of Average Private Label Receivables for such Fiscal Year exceeds the applicable High Collar, there shall be included on
the Year-End Settlement Sheet for such Fiscal Year (and the NMG Companies shall pay to Bank) an amount equal to (A) Net Yield,
divided by (B) the Average Private Label Receivables less Average Interest Free Receivables for such Fiscal Year, multiplied by
(C) the dollar amount by which Average Interest Free Receivables for such Fiscal Year exceeded the High Collar. If the dollar amount
of Average Interest Free Receivables as a percentage of Average Private Label Receivables for such Fiscal Year is less than the
Applicable Low Collar, there shall be included on the Year-End Settlement Sheet (and Bank shall pay to the NMG Companies) an
amount equal to (A) Net Yield, divided by (B) the Average Private Label Receivables less Average Interest Free Receivables for such
Fiscal Year, multiplied by (C) the dollar amount by which Average Interest Free Receivables for such Fiscal Year was less than the
Low Collar.
ARTICLE V
MARKETING
5.1 Promotion of Program. In accordance with the Marketing Plan, the NMG Companies and Bank shall cooperate with each
other and actively support and promote the Program to both existing and potential Cardholders.
5.2 Marketing Commitment.
(a) On the Effective Date and no later than the first (1st) Business Day of each subsequent Fiscal Year, Bank shall pay to NMG
an amount equal to the NMG Marketing Commitment for such Fiscal Year, which amount shall be deposited into a marketing fund
maintained by NMG (the "NMG Marketing Fund").
(b) The NMG Marketing Fund shall be used by NMG and its Affiliates in the sole discretion of NMG for such incremental
marketing of the Program and the Credit Card Business as NMG and its Affiliates shall undertake from time to time.
(c) Each Monthly Settlement Sheet shall set forth an accounting of the costs incurred, if any, by NMG and its Affiliates in the
prior Fiscal Month which were paid out of the NMG Marketing Fund. To the extent that the expenditures of the NMG Marketing
Commitment by NMG and its Affiliates in any Fiscal Year exceed the amount in the NMG Marketing Fund, the NMG Companies
shall be entitled to reimbursement from the NMG Marketing Fund for the following Fiscal Year but not in excess of 10% of such
Fiscal Year's NMG Marketing Fund. Any amount in the NMG Marketing Fund for a given Fiscal Year that is not spent in that Fiscal
Year shall remain available for use during the Term.
(d) Bank hereby agrees to credit a joint marketing fund maintained by Bank (the "Joint Marketing Fund"), no later than the first
(1st) Business Day of each Fiscal Year, with an amount equal to the Joint Marketing Commitment. The Joint Marketing Commitment
shall be used as set forth in the Marketing Plan and as otherwise directed by the Management Committee from time to time. The NMG
Companies and Bank shall each provide to the other for inclusion in the Monthly Settlement Sheet, an accounting of such Party's and
its Affiliates' use of the Joint
30