Neiman Marcus 2008 Annual Report Download - page 626

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 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.
(b) Upon the satisfaction of the provisions of Section 17.2, 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 by a third party nominated by NMG (a "Nominated Purchaser"), of 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 sixty (60) days after the receipt of the information with respect to the Program Assets required to be delivered by Bank
pursuant to Section 17.2(e); provided, however, that NMG shall request such information with respect to the Program Assets within
ten (10) days following either (i) the date on which the Parties' right to agree to renew the Agreement pursuant to Section 16.1 has
expired without such renewal having occurred or (ii) the date any Party receives written notice of the exercise of the other Party's
termination rights pursuant to Article XVI.
(c) If such purchase option is exercised, NMG or the Nominated Purchaser must complete the purchase of the Program Assets
within one hundred eighty (180) days after the notice has been given pursuant to Section 17.2(b); provided, that if, in connection with
the purchase of the Program Assets by a Nominated Purchaser, any required regulatory approvals or rating agency consents are not
received within one hundred eighty (180) days after notice has been given pursuant to Section 17.2(b), NMG shall complete the
purchase of the Program Assets on behalf of the Nominated Purchaser within two hundred seventy (270) days after notice has been
given pursuant to Section 17.2(b). The date of the completion of any purchase under this Section 17.2(c) shall be the "Program
Purchase Date."
(d) The purchase price for the Program Assets purchased, payable on the Program Purchase Date, shall be equal to the sum of
(i) the par value of the Cardholder Indebtedness related to the Private Label Accounts and Non-Card Payment Plans at the time of
repurchase excluding written-off Cardholder Indebtedness (in accordance with the write-off policy then
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