Neiman Marcus 2009 Annual Report Download - page 191

becomes unavailable on the terms and conditions contemplated in the Debt Financing Commitments, Parent shall use its reasonable
best efforts to arrange to obtain alternative financing from alternative sources in an amount sufficient to consummate the transactions
contemplated by this Agreement on terms not materially less beneficial to Merger Sub (as determined in the reasonable judgment of
Parent) as promptly as practicable following the occurrence of such event but no later than the last day of the Marketing Period. For
the avoidance of doubt, in the event that (x) all or any portion of the Debt Financing structured as high yield financing has not been
consummated, (y) all closing conditions contained in Article VII shall have been satisfied or waived (other than those contained in
Sections 7.2(c) and 7.3(c)) and (z) the bridge facilities contemplated by the Debt Financing Commitments (or alternative bridge
financing obtained in accordance with this Section 6.10(b)) are available on the terms and conditions described in the Debt Financing
Commitments (or replacements thereof as contemplated by this Section 6.10(b)), then Merger Sub shall use the proceeds of such
bridge financing to replace such high yield financing no later than the last day of the Marketing Period. For purposes of this
Agreement, "Marketing Period" shall mean the first period of 40 consecutive calendar days after the Initiation Date (A) throughout
which (1) Merger Sub shall have the Required Financial Information that the Company is required to provide to Merger Sub pursuant
to Section 6.10(a) and (2) nothing has occurred and no condition exists that would cause any of the conditions set forth in
Section 7.2(a) and 7.2(b) to fail to be satisfied assuming the Closing were to be scheduled for any time during such 40-consecutive-
calendar-day period, and (B) at the end of which the conditions set forth in Section 7.1 shall be satisfied. For purposes of this
Agreement, "Initiation Date" shall mean the twentieth day after the date the definitive Proxy Statement is first mailed to the
Company's stockholders; provided, however, that such twenty-day period shall not commence unless and until the Company has
provided the Required Financial Information to Merger Sub pursuant to a good faith request therefor by Merger Sub prior to such
mailing, and provided, further, that if the Marketing Period would end on or after August 15, 2005, the Initiation Date shall be the later
of (A) September 1, 2005 and (B) the date the Company's Annual Report on Form 10-K for the fiscal year ended July 31, 2005 is filed
with the SEC. Parent shall give the Company prompt notice of any material breach by any party of the Debt Financing Commitments
of which Parent or Merger Sub becomes aware or any termination of the Debt Financing Commitments. Parent shall keep the
Company informed on a reasonably current basis in reasonable detail of the status of its efforts to arrange the Debt Financing and
provide to the Company copies of all documents related to the Debt Financing (other than any ancillary documents subject to
confidentiality agreements). In addition, Merger Sub agrees to exercise its rights under the last sentence of numbered paragraph 6 of
Exhibit E to the Principal Commitment Letter to the extent necessary to arrange the Debt Financing on the terms and conditions
described in the Debt Financing Commitments in order to borrow the full amount available pursuant to the proviso to clause (a) of
such numbered paragraph 6.
SECTION 6.11 Notification. From and after the date of this Agreement until the earlier of the Effective Time or the termination
of this Agreement pursuant to and in accordance with Section 8.1, the Company and Parent shall promptly notify each other orally and
in writing of the occurrence, or non-occurrence, of any event that, individually