Neiman Marcus 2009 Annual Report Download - page 298

(vii) Following delivery of the foregoing reports, NMG shall have 10 days to request, in good faith,
reasonable supplemental information concerning the proposed modification and the foregoing information,
and Bank shall, on a reasonably prompt basis, respond to any reasonable requests by NMG for
supplemental information regarding such proposed modification.
(d) Following implementation of any modification to Risk Management Policies governing or affecting
existing Accounts pursuant to Bank's authority to break a deadlock with respect to such Bank Matters described in Section 3.2(g)
(iii) or (iv), Bank shall provide an analysis on a monthly basis following the first such implementation, using the same procedures as
described in Section 4.6(c)(vi), of the cumulative impact on Net Credit Sales of all such changes previously implemented compared
with the Net Credit Sales for the Control Group for the rolling twelve-month period ending with each month following such
implementation and up to and including the most recently completed month, as illustrated in Schedule 4.6(d).
(e) Notwithstanding anything to the contrary contained in this Section 4.6 or in Article III, but without in any
way affecting Bank's rights with respect to Bank Matters referred to in Section 3.2(g)(i), no proposed change to any New Account
Policy which is an Unapproved Matter [***] if NMG or Bank shall have delivered a termination notice pursuant to Article XVI;
provided, however, that any such proposed modification that would have been a Bank Matter in absence of this Section 4.6(e) shall
become a Bank Matter notwithstanding delivery of such termination notice if such termination notice was delivered by NMG pursuant
to Sections 16.2(b) through 16.2(i) (other than Section 16.2(f)(ii)(B), which is addressed in Section 4.6(g) below), or by Bank pursuant
to Section 16.3 and both (i) a Preliminary Non-Purchase Event shall have occurred and (ii) either (A) at the time of such Preliminary
Non-Purchase Event NMG shall have failed to exercise its option to purchase the Wind-Down Assets or (B) NMG shall have timely
exercised its option to purchase the Wind-Down Assets and such proposed modification shall have satisfied the Wind-Down
Implementation Requirements. In the event that NMG elects to extend the time during which NMG can exercise its Program Assets
purchase option pursuant to Section 17.2(b), changes to New Account Policies shall become Bank Matters; provided, however, if
NMG thereafter timely delivers notice that it intends to exercise its purchase option in respect of the Wind-Down Assets pursuant to
Section 17.5, following delivery of such notice, Bank shall take such actions (including modifying New Account Policy changes made
pursuant to the immediately preceding sentence (other than any such changes required to be maintained in effect by Applicable Law or
safety and soundness considerations, as evidenced by a Legal Opinion)) to ensure that the New Account Policies in effect thereafter at
all times satisfy the Wind-Down Implementation Requirements.
(f) Notwithstanding anything to the contrary contained in this Section 4.6 or in Article III, but without in any
way affecting Bank's rights with respect to (i) Bank Matters referred to in Section 3.2(g)(i), or (ii) Bank Matters referred to in
Section 3.2(g)(iii) approved after NMG has delivered a termination notice pursuant to Section 16.2(f)(ii)(B), which Bank Matters
referred to in this clause (ii) are addressed in Section 4.6(g) rather than this Section 4.6(f), [***]
47