Neiman Marcus 2009 Annual Report Download - page 354

(b) Upon the satisfaction of the provisions of Section 17.2 or, in the event NMG delivers notice that it does not
wish to purchase the Program Assets (or fails to exercise such notice within the timeframe set forth in Section 17.2), upon the later of
(i) the effective date of termination and (ii) the date of such notice (or such failure to timely provide notice), all obligations of the
Parties under this Agreement shall cease, except that the provisions specified in Section 19.26 shall survive.
17.2 The NMG Companies' Option to Purchase the Program Assets.
(a) If this Agreement expires or is terminated by either Party for whatever reason, NMG has the option to
purchase, or arrange the purchase of by a third party nominated by NMG (a "Nominated Purchaser"), the Program Assets from Bank.
(b) The purchase option given by Section 17.2(a) is exercisable by NMG or the Nominated Purchaser serving
notice on Bank no later than:
(i) in the case of the expiration of this Agreement at the end of a Term, or in the case of a
termination by NMG pursuant to Section 16.2(a) through (e), 16.2(g) or 16.2(h), [***] after the date of the
last in-person due diligence session requested by NMG pursuant to Section 17.2(e) (which last due
diligence session shall occur no later than the expiration of the Due Diligence Period);
(ii) in the case of a termination by NMG pursuant to Section 16.2(f), [***] after the Risk Information
Date;
(iii) in the case of a termination by NMG pursuant to Section 16.2(i), [***] following delivery by
NMG of its written notice of termination; and
(iv) in the case of a termination by Bank prior to the expiration of the Term, within [***] of receipt by
NMG from Bank of its written notice of termination;
provided, however, that NMG shall have the option to extend the relevant deadline referred to in clause (i), (ii), or (iii), as the case
may be, for a period of [***] additional days by providing written notice of such extension to Bank not later than the [***] prior to the
applicable date referred to in clause (i), (ii), or (iii). NMG may submit a written request to Bank not later than the [***] prior to the
date referred to in clause (iv) to extend the relevant deadline referred to in clause (iv) above for a period of [***] additional days, but
Bank shall have sole discretion as to whether it accepts or rejects such request. During the period commencing on the relevant day set
forth in clause (i), (ii), (iii) or (iv), as applicable, and ending on the date on which NMG delivers written notice as to whether the
purchase option pursuant Section 17.2(a) will be exercised (or in absence of such a notice, ending on the expiration date of the
applicable period set forth in Section 17.2(b) as so extended), (A) no amounts shall be withheld in respect of the Existing Account
Reserve Amount and (B) Bank shall withhold from the Merchant Participation an amount equal to [***] of Net Credit Sales and this
amount shall be held by Bank or deposited in escrow in the same manner as amounts referred to in Section 4.6(h). All amounts
withheld pursuant to this Section 17.2(b) shall be (x) paid to NMG upon completion of the purchase of the
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