Neiman Marcus 2009 Annual Report Download - page 353

(d) in the event a [***] negotiation period is required and requested pursuant to Section 2.2(d)(iii), not more
than [***] days following the end of such [***] period if the Parties fail to reach agreement pursuant to such negotiation process.
16.4 Effective Date of Termination. A termination by NMG or Bank, as applicable, prior to the end of the Term
shall become effective on the applicable date set forth below, in each case subject to Section 17.1:
(a) a termination in respect of an NMG Event of Default or a Bank Event of Default shall become effective
immediately upon written notice to the defaulting Party;
(b) a termination by NMG pursuant to Sections 16.2(b) through (e) shall become effective [***] after written
notice to Bank;
(c) a termination by NMG pursuant to Section 16.2(f) shall become effective [***] after the Risk Information
Date, provided that, at NMG's option, such termination may become effective on any date following a Preliminary Non-Purchase
Event so long as NMG shall have provided not less than [***] prior written notice to Bank of such earlier termination date;
(d) a termination by NMG pursuant to Section 16.2(g) or (h) shall become effective [***] following the
Program Asset Information Date, provided that, at NMG's option, such termination may become effective on any date following a
Preliminary Non-Purchase Event so long as NMG shall have provided not less than [***] prior written notice to Bank of such earlier
termination date;
(e) a termination by NMG pursuant to Section 16.2(i) shall become effective [***] after written notice,
provided that, at NMG's option, such termination may become effective on any date following a Preliminary Non-Purchase Event so
long as NMG shall have provided not less than [***] prior written notice to Bank of such earlier termination date; and
(f) a termination by Bank pursuant to Section 16.3(b), (c) or (d) shall become effective [***] following
written notice to NMG.
ARTICLE XVII
EFFECTS OF TERMINATION
17.1 General Effects.
(a) All solicitations, marketing and advertising of the Program, other than acceptance of applications through
NMG Channels in the ordinary course of business consistent with past practice, shall cease upon the expiration or termination of this
Agreement, except as the Parties may otherwise mutually agree, provided that following such expiration or termination the Parties
shall continue to operate the Program in accordance with the terms of this Agreement and service the Accounts in good faith and in
the ordinary course of their respective businesses, subject to the terms of this Agreement, until the provisions of Section 17.2 are
satisfied. The Parties shall cooperate to ensure the orderly wind-down or transfer of the Program.
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