Neiman Marcus 2009 Annual Report Download - page 359

changes to Risk Management Policies implemented as Bank Matters (other than Bank Matters approved pursuant to Section 3.2(g)(i))
to not apply to such Accounts.
17.3 Card Acceptance and Loyalty Program During Wind-Down. Following the occurrence of a Preliminary
Non-Purchase Event occurring after a termination by NMG pursuant to Section 16.2(f), (g), (h) or (i) or by Bank pursuant to
Section 16.3, all of the restrictions set forth in Section 2.2(d) on the ability of the NMG Companies to accept Credit Cards other than
NMG Credit Cards shall cease to apply and the NMG Companies shall thereafter be permitted to accept all Credit Cards without limit
through the expiration or termination of this Agreement. In addition, notwithstanding any provision of this Agreement to the contrary,
following the occurrence of a Preliminary Non-Purchase Event occurring after any termination pursuant to the Sections referred to
above in this Section 17.3, any and all restrictions (including pursuant to Section 2.2(g), Schedule 2.2(d) or otherwise) on the NMG
Companies' ability to offer Loyalty Programs of any type or pursuant to any terms, to allow awards pursuant to the Program Loyalty
Program to be made available in connection with purchases using Credit Cards or other payment products other than the NMG Credit
Cards and/or any other restrictions on the ability to amend or modify the Program Loyalty Program or any other Loyalty Program
shall also cease to exist, provided that points or awards granted pursuant to the Program Loyalty Program in exchange for payment
using forms of tender other than the NMG Credit Cards shall not be awarded on a more favorable basis than points or awards granted
pursuant to such program in exchange for payment using the NMG Credit Cards (e.g., comparable points and comparable spend
level).
17.4 Dedicated Program Personnel. Upon termination or expiration of the Program for any reason and until the
date that is [***] after Bank ceases to provide any services hereunder, NMG shall have the right to offer employment to employees
and independent contractors of Bank and any of Bank's Affiliates that perform all or substantially all of their work for Bank or its
Affiliates in connection with the Program.
17.5 Rights of Bank if Purchase Option Not Exercised.
(a) In connection with any prospective expiration of this Agreement, or following the delivery of a notice of
termination by NMG or Bank prior to the end of the Term, if NMG gives written notice that it shall not exercise the option referred to
in Section 17.2 or otherwise fails to exercise the purchase option within the time period specified in Section 17.2(b), following the
effective date of the expiration or termination of this Agreement, the NMG Companies shall have no further rights whatsoever in or to
the Program Assets (other than in respect of the Wind-Down Assets to the extent NMG exercises its purchase option in respect
thereof). In the event a Preliminary Non-Purchase Event occurs prior to the effective date of the expiration or termination of this
Agreement, Bank and NMG shall continue to comply with all of their respective obligations under this Agreement, provided that Bank
shall not be obligated to originate new Accounts (and in such event NMG shall not be obligated to perform activities referred to in
Section 4.2(a)(v) or (viii)) unless at the time of a timely delivery of a Preliminary Non-Purchase Event NMG also exercises, by
delivering written notice to Bank, an option to purchase, or cause a Nominated Purchaser to purchase, the assets associated with all
Accounts originated after such date (such assets, the "Wind-Down Assets"). The purchase price for the Wind-Down Assets, which
shall be payable upon the earlier to occur of (i) the Program Purchase
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