Neiman Marcus 2008 Annual Report Download - page 621

Card unless (i) Bank is already providing a Dual-Line Credit Card program for the NMG Companies at the time of the proposed
acquisition or (ii) NMG has already given notice to Bank of its desire to issue a Dual-Line Credit Card pursuant to Section 2.2(c)
(ii) and Bank is fully committed to issuing, and able to issue, such Dual-Line Credit Card within the Development Period.
14.5 Conversion of Purchased Accounts.
(a) If Bank acquires any Credit Card portfolio pursuant to Section 14.1 or 14.2, or operates a Credit Card portfolio as set forth in
Section 14.3, NMG and Bank shall negotiate in good faith in order to arrive at mutually agreeable terms pursuant to which the
acquired Credit Card portfolio would be integrated into the Program, it being understood that, absent unique characteristics of the
accounts acquired or impediments under Applicable Law or the cardholder agreements applicable to the acquired accounts, it is the
mutual intent of the Parties that the acquired accounts be integrated as follows; provided, however, that if based on the foregoing
principles and pursuant to such good faith negotiations the Parties determine that the terms of this Agreement should not apply to such
acquired assets, the acquired accounts shall be governed by such other and/or additional terms as the Parties shall agree; provided that
accounts in any portfolio operated by Bank and acquired pursuant to Section 14.3 shall continue to be governed by the agreement then
in effect with respect to such accounts. Subject to the foregoing:
(i) Private label Credit Card accounts shall be converted to Accounts established under the Program, which converted
Accounts shall be subject to the same terms and conditions as the Accounts and to this Agreement, and participate in the Program, as
if they were originated under this Agreement.
(ii) If the NMG Companies have a Dual-Line Credit Card program with Bank at the time of such purchase, purchased co-
branded Credit Card accounts shall be converted to Non-Store Accounts to the extent permitted by Card Association rules, which
converted accounts shall be subject to the same terms and conditions and participate in such program as if they were originated under
this Agreement.
(iii) If the NMG Companies do not have a Dual-Line Credit Card program with Bank at the time of such purchase,
purchased co-branded Credit Card accounts shall continue under the same terms and conditions being offered to the purchased
retailer's customers, or such other terms and conditions upon which NMG and Bank shall mutually agree.
(b) Bank shall cover all costs related to conversions pursuant to this Section 14.5, including replacement of Credit Cards, notices
to Cardholders and complying with other requirements of Applicable Law.
14.6 No Other NMG Obligations. Except as set forth in this Article XIV, the NMG Companies shall have no obligation to
include in the Program any Credit Card portfolios acquired in connection with any merger, consolidation, acquisition or other
transaction or otherwise cause them to be transferred to the NMG Companies or otherwise transfer any such program to Bank. Except
to the extent included in the Program, an acquired portfolio may be operated free of the exclusivity restrictions set forth in this
Agreement.
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