Neiman Marcus 2009 Annual Report Download - page 279

shall be deemed references to calendar days or months; and (e) all references to "$" or "dollars" shall be deemed references to United
States dollars.
ARTICLE II
ESTABLISHMENT OF THE PROGRAM
2.1 Credit Program. During the Term, Bank shall offer the NMG Credit Cards and the Non-Card Payment Plans.
Bank shall promptly open a new Account and issue a new NMG Credit Card and/or Non-Card Payment Plan with respect to each
Application approved in accordance with the Risk Management Policies. To the extent approved in accordance with the terms of this
Agreement, the Program shall include and the Bank shall offer such other Approved Ancillary Products and other payment products as
shall be incorporated in the Program in the future.
2.2 Exclusivity.
(a) General. Except as otherwise provided in this Section 2.2 (including Section 2.2(f)) and without limiting
NMG's right to arrange the purchase of the Program Assets by a Nominated Purchaser pursuant to Section 17.2, during the Term, each
of the NMG Companies agrees that it shall not, by itself or in conjunction with or pursuant to agreements with any bank or other
Credit Card issuer, offer or market in the United States (i) an NMG Credit Card or (ii) a Non-Card Payment Plan, in each case, other
than through the Program.
(b) Second-Look Credit Card Program. Notwithstanding Section 2.2(a), NMG and its Affiliates shall have the
right at any time during the Term to establish a program (a "Second-Look Credit Card Program") for (i) issuing Credit Cards using the
NMG Licensed Marks, or (ii) opening Non-Card Payment Plans, in each case, to customers whose Applications have been declined by
Bank; provided, however, that Bank shall have a right of first offer to develop the Second-Look Credit Card Program as follows.
NMG shall provide notice to Bank indicating the intention of NMG or its applicable Affiliate(s) to establish the Second-Look Credit
Card Program. Not later than the [***] following receipt of the notice by Bank, Bank may make an offer to NMG with respect to the
establishment of the Second-Look Credit Card Program, which offer shall remain open for a period of not less than [***]. NMG shall
be under no obligation to accept such offer or to provide Bank with any right to match any offer received by NMG from any third
party. NMG may elect to (A) accept the offer made by Bank, (B) establish the Second-Look Credit Card Program directly or through
any of its Affiliates, or (C) enter into an arrangement with any third party Credit Card issuer providing for the establishment of a
Second-Look Credit Card Program to be issued by such issuer; provided that NMG may not enter into any such arrangement with any
such third party Credit Card issuer unless the financial terms and conditions offered to NMG by such Credit Card issuer are
substantially more favorable to NMG in the aggregate to the terms and conditions offered to NMG by Bank. If NMG elects to
establish a Second-Look Credit Card Program pursuant to clause (B) or (C) above, upon the request of any NMG Company, Bank
shall forward to the NMG Companies or a provider of secondary financing the Applications received by Bank with respect to such
customers and shall cooperate in good faith with the NMG Companies in order to facilitate the
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