Neiman Marcus 2009 Annual Report Download - page 300

option pursuant to Section 17.5 in respect of the Wind-Down Assets within the time frame required by
Section 17.5(a), changes to New Account Policies shall become Bank Matters without limit; provided that
Bank may implement such Bank Matters following such [***] without any consideration or vote thereon by
the Management Committee so long as Bank shall have provided NMG with not less than five (5) Business
Days' prior written notice of such implementation (including the information with respect thereto set forth
in Section 4.6(c)(i) through (v)). In the event that NMG timely delivers notice that it intends to exercise its
purchase option pursuant to Section 17.5 in respect of the Wind-Down Assets, thereafter, so long as NMG
is in compliance with the requirements of Section 4.6(h) in respect of the Wind-Down Asset Purchase
Reserve Amount, 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 at all times satisfy the Wind-Down Implementation
Requirements.
(h) Following delivery of a termination notice by NMG pursuant to Section 16.2(f)(ii)(B) but without in any
way affecting Bank's rights with respect to Bank Matters referred to in Section 3.2(g)(i):
(i) Bank may implement any change in Risk Management Policies with respect to or affecting
existing Accounts as a Bank Matter pursuant to Article III unless: (A) at the time NMG delivered such
notice of termination [***], amounts otherwise due to NMG pursuant to Section 9.1(a)(i), up to a maximum
amount equal to the Existing Account Reserve Amount or (B) within [***] after such delivery of such
notice of termination, NMG shall have delivered for the benefit of Bank (and with Bank as payee) a letter
of credit drawable by Bank upon a financial institution having an Investment Grade Credit Rating in an
amount equal to the Existing Account Reserve Amount, which letter of credit may be drawn solely upon
and after a default by NMG in its payment obligation under Section 17.5(f) hereof;
(ii) Notwithstanding the provisions of Section 4.6(g), Bank may implement changes in New Account
Policies as Bank Matters pursuant to Article III unless at the time NMG delivers such notice of termination,
NMG authorizes Bank to withhold from the amount otherwise due to NMG pursuant Section 9.1(a)(i), for
application thereafter pursuant to Section 17.5(g) hereof, an amount equal to the New Account Loss
Reserve Amount.
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