Neiman Marcus 2009 Annual Report Download - page 356

update any information included in the Program Asset Information from time to time as reasonably requested by NMG; provided,
however, that Bank shall be entitled to require any prospective Nominated Purchaser to enter into customary confidentiality
arrangements before providing it (or permitting NMG to provide it) with such access. During the Due Diligence Period, Bank shall
make itself reasonably available to participate in due diligence with each prospective Nominated Purchaser identified by NMG as soon
as reasonably practicable (and in the case of a termination by NMG pursuant to Sections 16.2(f) or 16.2(i) or a termination by Bank
pursuant to Section 16.3, no later than [***] following a request by NMG) and as part of such due diligence shall at the request of
NMG participate in an in-person due diligence session with each prospective Nominated Purchaser during the Due Diligence Period.
(f) The Parties and/or the Nominated Purchaser shall promptly negotiate in good faith and execute a purchase
agreement for the Program Assets to be repurchased, which shall contain terms and conditions substantially similar to those in the
Purchase Agreement (if applicable). Bank shall provide reasonable assistance in connection with the conversion of the Program
Assets to the Systems of NMG or the Nominated Purchaser, including provision of interim services. The Parties (together with any
potential Nominated Purchaser designated by NMG) shall negotiate in good faith the terms of, and the Parties and the Nominated
Purchaser shall execute, an interim servicing agreement (the "Interim Servicing Agreement") detailing the terms upon which the
Parties will effectuate the conversion of the Accounts and other Program Assets and/or Wind-Down Assets to the Systems of NMG or
the Nominated Purchaser, including, if requested, the obligation of Bank to provide interim services to NMG and /or the Nominated
Purchaser for a period specified by NMG or the Nominated Purchaser of up to [***] following the Program Purchase Date (as may be
extended pursuant to this Section 17.2(f), the "Interim Servicing Period"). The Interim Servicing Agreement shall be effective from
the Program Purchase Date and shall provide for a reasonable servicing fee to Bank. The Parties shall not unreasonably withhold or
delay execution of the Interim Servicing Agreement. The Parties shall mutually agree upon a conversion plan which shall be set forth
in the Interim Servicing Agreement. The Parties shall effectuate the conversion of the Accounts and the Program Assets and/or Wind-
Down Assets to the Systems of NMG or the Nominated Purchaser by the conversion date specified in the conversion plan and in
accordance with the Interim Servicing Agreement. The Interim Servicing Period shall terminate no later than [***] following the
Program Purchase Date; provided, however, that (i) if such termination date would otherwise fall on a date that is between
November 1 and January 31, NMG or the Nominated Purchaser, on the one hand, or Bank, on the other hand, may extend the Interim
Servicing Period to a date that is [***] after January 31, and (ii) if the Interim Servicing Period would otherwise terminate on any of
the last [***] of any calendar month, NMG or the Nominated Purchaser, on the one hand, or Bank, on the other hand, may extend the
Interim Servicing Period up to [***]. NMG or the Nominated Purchaser, on the one hand, or Bank, on the other hand, may extend the
Interim Servicing Period pursuant to clause (i) above by delivering written notice of such extension to Bank or NMG and the
Nominated Purchaser, as applicable, not less than [***] prior to the date on which the Interim Servicing Period would end in absence
of such extension or pursuant to clause (ii) above by delivering written notice of such extension to Bank or NMG and the Nominated
Purchaser, as applicable, not less than [***] prior to the date on which the Interim Servicing Period would end in absence of such
extension.
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