Neiman Marcus 2009 Annual Report Download - page 360

Date and (ii) the [***] after the effective date of termination or expiration of this Agreement, shall be equal to the Par Value thereof.
(b) If NMG gives written notice that it shall not exercise the option to purchase the Program Assets referred to
in Section 17.2 or otherwise fails to exercise the option within the time period specified in Section 17.2(b), Bank shall have the right in
its sole discretion on or after the effective date of the expiration or termination of this Agreement to:
(i) issue to Cardholders a replacement or substitute Credit Card (which card must not bear any NMG
Licensed Marks or any other trademarks or source indicators confusingly similar thereto) with such
characteristics as Bank considers appropriate (the cost of card re-design and re-issue being borne by Bank);
provided that the replacement or substitute Credit Card shall not be issued in cooperation with any retailer;
provided, further, that the NMG Companies shall be permitted to add an enclosure to the last two
(2) Billing Statements to the effect that the Program has been terminated;
(ii) subject to Applicable Law, notify Cardholders that Bank shall cease providing credit under the
Accounts and require repayment of all amounts outstanding on all Accounts until all associated receivables
have been repaid;
(iii) sell the Accounts and associated receivables to a third party purchaser, other than a competitor of
NMG and its Affiliates selected by Bank at a price agreed between Bank and the purchaser; or
(iv) any combination of (i), (ii) and (iii).
(c) Notwithstanding the foregoing, in no event shall Bank use or disclose or permit any of its Affiliates to use
or disclose the Cardholder Data to market or promote a Credit Card or ancillary product together with any retailer.
(d) If NMG gives written notice that it shall not exercise the option to purchase the Program Assets referred to
in Section 17.2 or otherwise fails to exercise the option within the time period specified in Section 17.2(b), following the effective date
of the expiration or termination of this Agreement, as applicable, the NMG Companies shall provide reasonable assistance in
connection with the conversion of any Program Assets (other than Accounts the NMG Companies may elect to purchase pursuant to
Section 17.5(a)) resident on or integrated within the NMG Systems to the Bank Systems, including provision of interim services in
accordance with the provisions of this Agreement until such conversion occurs, which shall not be later than [***] following the
effective date of such expiration or termination. Bank shall bear all costs and expenses of any such conversion and the transitioning of
services performed by the NMG Companies to the Bank.
(e) Within [***] after the effective date of the expiration or termination of this Agreement, if NMG shall have
given written notice that it shall not exercise the option referred to in Section 17.2 or shall have otherwise failed to exercise the option
within the time period
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