Neiman Marcus 2009 Annual Report Download - page 299

if either (A) at the time such matter becomes an Unapproved Matter or at the time such modification would otherwise be implemented,
no Trigger Condition is in effect and no CIL Decline is in effect or (B) NMG or Bank shall have delivered a termination notice
pursuant to Article XVI; provided, however, that each such proposed modification that would have been a Bank Matter in absence of
this Section 4.6(f) shall become a Bank Matter notwithstanding delivery of such termination notice if all of the following shall have
occurred: (i) such termination notice shall have been delivered by NMG pursuant to Section 16.2(f) (other than Section 16.2(f)(ii)(B),
which is addressed in Section 4.6(g)), Section 16.2(g), Section 16.2(h) or Section 16.2(i) or by Bank pursuant to Section 16.3, (ii) a
Preliminary Non-Purchase Event shall have occurred, (iii) such modification shall affect only RAM Deficient Accounts, and
(iv) [***].
(g) 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), if NMG delivers a termination notice
pursuant to Section 16.2(f)(ii)(B):
(i) No proposed change to any Risk Management Policy with respect to or affecting any existing
Account which is an Unapproved Matter [***] if NMG satisfies the requirements of Section 4.6(h) with
respect to the Existing Account Reserve Amount; provided, however, that each such proposed modification
that would have been a Bank Matter in absence of this Section 4.6(g)(i) shall become a Bank Matter
notwithstanding delivery of such termination notice and satisfaction of such requirements upon the
occurrence of a Preliminary Non-Purchase Event; and provided, further, that any such proposed change
shall cease to be a Bank Matter in the event NMG makes a timely election to purchase the Program Assets;
and
(ii) Prior to the [***] after the Risk Information Date, if NMG is in compliance with the requirements
of Section 4.6(h) with respect to the New Account Loss Reserve Amount, [***] unless such modification
satisfies the Wind-Down Implementation Requirements. Following such [***], unless and until NMG shall
have notified Bank that it intends to exercise its purchase
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