Neiman Marcus 2009 Annual Report Download - page 361

specified in Section 17.2(b), Bank shall no longer use any of the NMG Licensed Marks (or any other trademarks or source indicators
confusingly similar thereto) and must rebrand the NMG Credit Cards; provided that after such [***], Bank may continue to use the
NMG Licensed Marks solely to the extent necessary to identify the Accounts in connection with the billing and collection thereof and
as otherwise required by Applicable Law.
(f) In the case of a termination by NMG pursuant to Section 16.2(f)(ii)(B), if NMG delivers written notice of
its intention to exercise the option to purchase the Program Assets referred to in Section 17.2 but fails to consummate such purchase at
or before such expiration of the time to complete such purchase as set forth in this Agreement, NMG shall pay to Bank, within [***]
after such expiration, an amount equal to [***], Bank shall be entitled to draw upon and retain such amount from the segregated
account, escrow account or letter of credit established pursuant to Section 4.6(h)(i) and (iv). The remainder of the amount held in the
segregated account or in escrow after such payment or drawing, if any, pursuant to Section 4.6(h)(i) shall be released to NMG and the
letter of credit shall be terminated immediately upon such payment or drawing. If NMG elects not to exercise the Program Assets
purchase option referred to in Section 17.2, fails to timely exercise the purchase option within the time period specified in
Section 17.2(b) or the Program Purchase Date occurs, all amounts held in the segregated account or in escrow established pursuant to
Section 4.6(h)(i) and (iv) shall be paid to NMG and the letter of credit, if any, shall be terminated without any drawing thereunder.
(g) In the case of a termination by NMG pursuant to Section 16.2(f)(ii)(B), within [***] after NMG delivers
written notice that it does not intend to exercise the Program Assets purchase option referred to in Section 17.2 or fails to timely
exercise such purchase option within the time period specified in Section 17.2(b), Bank shall be entitled to draw upon the segregated
account or escrow account established pursuant to Section 4.6(h)(ii) and retain for its own account the New Account Loss Reserve
Amount. In addition, in the case of a termination by NMG pursuant to Section 16.2(f)(ii)(B), if NMG elects to exercise its option to
purchase the Wind-Down Assets and NMG or the Nominated Purchaser fails to pay the purchase price for such Wind-Down Assets on
date when such purchase price is due pursuant to Section 17.5(a), Bank shall be entitled, as its [***] remedy for such failure, to draw
upon and retain the Wind-Down Asset Purchase Reserve Amount from the segregated account or escrow account established pursuant
to Section 4.6(h)(iii).
ARTICLE XVIII
INDEMNIFICATION
18.1 NMG Indemnification of Bank. From and after the Effective Date, the NMG Companies shall indemnify
and hold harmless Bank, its Affiliates, and their respective officers, directors and employees from and against and in respect of any
and all losses, liabilities, damages, costs and expenses of whatever nature, including reasonable attorneys' fees and expenses, which
are caused or incurred by, result from, arise out of or relate to:
(a) any Retail Merchant's negligence or recklessness or willful misconduct (including acts and omissions)
relating to the Program;
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