Neiman Marcus 2009 Annual Report Download - page 301

(iii) In addition, if NMG delivers a notice that it intends to exercise its option to purchase the Wind-
Down Assets pursuant to Section 17.5(g), following delivery of such notice, Bank may implement changes
in New Account Policies as Bank Matters pursuant to Article III unless at the time NMG delivers such
option exercise notice, NMG authorizes Bank to withhold from the amount otherwise due to NMG
pursuant to Section 9.1(a)(i), for application pursuant to Section 17.5(g), an amount equal to the Wind-
Down Asset Purchase Reserve Amount.
(iv) If Bank Parent's senior debt has an Investment Grade Credit Rating from at least [***] of the
Rating Agencies, then any amount withheld pursuant to this Section 4.6(h) may be held by Bank in a
segregated account at Bank, and if Bank Parent's senior corporate debt rating from at least [***] of the
Rating Agencies is not [***], such amount must be deposited in escrow with an unaffiliated financial
institution selected by Bank that has an Investment Grade Credit Rating from all three Rating Agencies
pursuant to an escrow agreement reasonably acceptable to NMG and Bank and providing for release to
NMG or Bank, as the case may be, in accordance with the provisions of this Agreement.
(i) Notwithstanding anything to the contrary in this Agreement, Bank shall [***] "Q-Block" or "VIP"
Accounts (as defined in Schedule 4.6(i)) from [***] approved as Bank Matters (other than Bank Matters approved pursuant to
Section 3.2(g)(i)). NMG may designate up to [***] total Accounts (including Accounts already so designated) as such in accordance
with the Risk Management Policies and, except as provided in Section 17.2(h), the limitations set forth in Schedule 4.6(i) on or prior
to (A) the date on which NMG shall first become eligible to terminate the Agreement pursuant to Section 16.2(f) (other than 16.2(f)(ii)
(B)), (g), (h) or (i) or (B) in the case of a termination pursuant to Section 16.2(f)(ii)(B), the [***] day prior to the expiration of the
option to purchase the Program Assets referred to in Section 17.2.
(j) Upon the occurrence of the events described in clause (i) and (ii) of the definition of "CIL Decline" Bank
may elect to deliver to NMG, during the period referred to in clause (i)(A) of the definition of CIL Decline, written certification
executed by a financial officer of Bank as follows: (i) identifying in reasonable detail the occurrence of the event described in clause
(i) of "CIL Decline" that is the subject of the certification and the date of such occurrence, (ii) [***], (iii) specifying in reasonable
detail the actions or changes Bank intends to implement in order to comply with such Change in Law and certifying that all such
actions and changes are [***]. Following delivery of any such certification referred to above, the Parties shall negotiate in good faith
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