Neiman Marcus 2009 Annual Report Download - page 347

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) 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.
ARTICLE XV
EVENTS OF DEFAULT; RIGHTS AND REMEDIES
15.1 Events of Default. The occurrence of any one or more of the following events (regardless of the reason
therefor) shall constitute an Event of Default by a Party hereunder:
(a) Such Party shall fail to perform, satisfy or comply with any obligation, condition, covenant or other
provision contained in this Agreement (other than failure to comply with any SLAs), and (i) such failure shall remain unremedied for a
period of thirty (30) days
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