Neiman Marcus 2009 Annual Report Download - page 229

reasonable efforts to (and to cause NFC to) preserve intact the business organizations and relationships with third parties relating to
the Business, to keep available the services of required employees of the Business and to preserve beneficial relationships with
customers in connection with the Business, following substantially the same material practices and standards, including collection
practices and accounting practices for charge-offs and reserves, as in effect on the date of this Agreement.
(b) Except as otherwise contemplated hereby or by the Ancillary Agreements, and except for transactions in the ordinary
course of business, until the Closing Date, the Purchaser shall use its commercially reasonable efforts to preserve intact the business
organizations and relationships with third parties relating to its credit card business, to keep available the services of required
employees of its credit card business and to preserve beneficial relationships with customers in connection with its credit card
business, following substantially the same material practices and standards, as in effect on the date of this Agreement.
SECTION 5.2. Certain Changes. (a) (a) Without limiting Section 5.1, and except as otherwise contemplated hereby or by
the Ancillary Agreements or as required by applicable Requirements of Law, from the date of this Agreement until the Closing Date,
without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld or delayed), the Parent and BG
shall not (and shall cause NFC not to):
(1) amend any of the Securitization Documents, except any amendments in connection with any Merger Financing
Arrangement that would not impair Sellers' ability to satisfy the closing condition set forth in Section 7.2(f) or 7.2(g);
(2) change in any material respect its credit and underwriting, risk management, posting, collection or operating
policies and procedures with respect to the Business;
(3) sell, lease, dispose of or otherwise incur any Lien on any of the Acquired Assets, except (1) in the ordinary
course of business and in transactions that individually or in the aggregate with all such other dispositions would not have
a Material Adverse Effect on the Sellers or the Business, (2) in connection with securitizations of receivables arising
under the Accounts (provided that the benefits thereof are transferable to the Purchaser at the Closing), (3) pursuant to the
terms of Contracts or commitments existing as of the date of this Agreement and Previously Disclosed, (4) as otherwise
Previously Disclosed, (5) Permissible Liens or (6) dispositions to a New Seller (which New Seller shall become obligated
to sell such assets to the Purchaser in accordance with the terms hereof) in connection with any Merger Financing
Arrangement; or
(4) agree with any Person or otherwise commit themselves to do any of the foregoing.
(b) The Purchaser acknowledges that the Parent is party to the Merger Agreement and that pursuant thereto the Parent
is obligated to use its reasonable best efforts to facilitate the Merger Financing Arrangement and the Merger Closing.
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