Neiman Marcus 2009 Annual Report Download - page 355

Program Assets or (y) retained permanently by Bank if NMG delivers written notice to Bank that the purchase option will not be
exercised, if NMG fails to deliver notice to Bank that such option will be exercised prior to the expiration of the extended period
referred to above or if NMG fails to complete the purchase by the effective date of termination of this Agreement).
(c) If such purchase option is exercised, NMG or the Nominated Purchaser must complete the purchase of the
Program Assets (i) in the case of the expiration of this Agreement at the end of a Term, on or prior to the expiration of the current
Term; (ii) in the case of a termination of this Agreement pursuant to Section 16.2(f), not later than [***] after the Risk Information
Date; (iii) in the case of a termination of this Agreement pursuant to Section 16.2(i), not later than [***] after delivery by NMG of the
notice of termination; (iv) in the case of a termination of this Agreement pursuant to Section 16.2(a) through (e), 16.2(g) or 16.2(h),
not later than [***] after the Program Asset Information Date; (v) in the case of a termination of this Agreement by Bank prior to the
expiration of the Term, not later than [***] after receipt by NMG of the notice of termination. Notwithstanding the foregoing (except
in the case of a termination pursuant to Section 16.2(g) or 16.2(h)) if, in connection with the purchase of the Program Assets by a
Nominated Purchaser, any required regulatory approvals or rating agency consents are not received on or prior to the applicable
foregoing date, such purchase shall be completed within [***] after such date; and provided, further, that in any case (including a
termination pursuant to Section 16.2(g) or 16.2(h)), if NMG is unable to complete the purchase by such date because of a material
breach by Bank of its obligations pursuant to Section 17.2(e), such purchase shall be completed as soon as reasonably practicable
following the date on which such breach is cured. The date of the completion of any purchase under this Section 17.2(c) pursuant to a
purchase agreement referred to herein shall be the "Program Purchase Date".
(d) The purchase price for the Program Assets purchased, payable on the Program Purchase Date, shall be
equal to the Par Value thereof at the time of purchase, except that if the purchase right arises as a result of (A) an early termination of
this Agreement by Bank for an NMG Event of Default or (B) an early termination by the NMG Companies pursuant to
Section 16.2(c), then such purchase price for the Program Assets shall be an amount equal to the sum of (x) the Par Value thereof at
the time of purchase, plus (y) de-conversion costs of the Bank in an amount not to exceed [***] million. The Parties shall use
commercially reasonable efforts to minimize transaction costs relating to the purchase and deconversion of the Program Assets.
(e) Not earlier than the Applicable Request Date and (i) in the case of a termination by NMG pursuant to
Section 16.2(g), 16.2(h), 16.2(i) or a termination by Bank pursuant to Section 16.3(a) or (b), not later than five (5) days following
delivery by NMG or Bank of the notice of termination or (ii) in the case of an expiration at the end of the Term, not later than [***]
after the date that is one year prior to the end of the Term, NMG shall be entitled to deliver a written request of Bank to provide NMG
and any prospective Nominated Purchaser and their respective representatives with reasonable access to the Program Asset
Information during the Due Diligence Period for the purpose of conducting due diligence investigations to determine whether they
wish to purchase the Program Assets (and shall provide NMG or the Nominated Purchaser that elects to purchase the Program Assets
with updated Program Asset Information following the Due Diligence Period as is reasonably necessary to facilitate such agreement to
purchase). Bank shall provide the Program Asset Information as soon as reasonably practicable (but in no event more than [***])
following any such request and shall
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