Neiman Marcus 2009 Annual Report Download - page 231

(b) Without limiting Section 5.4(a), the Parent shall, and shall cause its Subsidiaries to, and the Purchaser Parent and
the Purchaser shall, and shall cause their Subsidiaries to, use reasonable best efforts to prepare all documentation, to effect all
filings and to obtain all permits, consents, approvals and authorizations of all Governmental Authorities necessary to consummate
the transactions contemplated by this Agreement and the Ancillary Agreements, including taking any action necessary to defend
vigorously, lift, mitigate or rescind the effect of any litigation or administrative proceeding involving any Governmental Authority
adversely affecting the transactions contemplated by this Agreement or the validity or enforceability of this Agreement, including
promptly appealing any adverse court or administrative decision. The Parent and BG, on the one hand, and the Purchaser Parent
and the Purchaser, on the other hand, shall consult with the other with respect to the obtaining of such permits, consents, approvals
and authorizations and to keep the other apprised of the status thereof. Subject to appropriate confidentiality protections, the parties
to this Agreement shall each furnish to the others such necessary information and reasonable assistance as any of the parties may
request in connection with the foregoing and shall each provide counsel for the other parties with copies of all filings made by such
party, and all correspondence between such party (and its advisors) and any Governmental Authority and any other information
supplied by such party and such party's Affiliates to a Governmental Authority in connection with this Agreement and the
transactions contemplated hereby. Each party shall, subject to applicable law, permit counsel for the other party to review in
advance any proposed written communication to any Governmental Authority.
(c) Without limiting the foregoing, the Purchaser shall use its reasonable best efforts to obtain the Requisite Regulatory
Approvals in time to permit the Closing Date to occur on or before July 1, 2005 or, if the Closing Date has not then occurred, as
promptly thereafter as reasonably practicable. The Purchaser further agrees, without any request or demand by the Sellers, to make
all necessary filings related to the Requisite Regulatory Approvals no later than ten (10) Business Days from the execution and
delivery of this Agreement and to pursue actively all such filings and pursue the receipt of each Requisite Regulatory Approval.
(d) The Purchaser agrees to take such actions with respect to the Securitization Assets and Securitization Documents
prior to the Closing Date as the Parent, on behalf of the Sellers, may reasonably request, including those actions that are incident to
the satisfaction of any applicable Rating Agency Condition in connection with the assumption by the Purchaser and the Purchaser's
designee of the roles of servicer and seller, respectively, thereunder.
(e) The Purchaser Parent and the Purchaser shall promptly notify the Sellers in writing, and the Parent, on behalf of the
Sellers, shall promptly notify the Purchaser Parent and the Purchaser in writing, upon (i) becoming aware of any order or decree or
any complaint seeking an order or decree restraining or enjoining the execution of this Agreement or the Ancillary Agreement or
the consummation of the transactions contemplated hereunder and thereunder, or (ii) receiving any notice from any Governmental
Authority of its intention to (A) institute a suit or proceeding to restrain or enjoin the execution of this Agreement or the Ancillary
Agreements or the consummation of the transactions contemplated hereunder and thereunder, (B) nullify or render ineffective this
Agreement or the Ancillary Agreements if such transactions are consummated, (C) fail to issue or give any of the Requisite
Regulatory
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