Neiman Marcus 2008 Annual Report Download - page 386

(c) any representation or warranty made or deemed made by or on behalf of any Loan Party herein or in any other
Loan Document or any amendment or modification thereof or waiver thereunder, or in any report or other certificate,
financial statement or other document furnished pursuant to or in connection with this Agreement or any Loan Document,
shall prove to have been materially incorrect when made or deemed made;
(d) failure by Holdings, the Borrower or any Subsidiary Guarantor for sixty (60) days after receipt of written notice
given by the Agent or the Required Lenders to comply with any of its other agreements in this Agreement or any Loan
Document;
(e) (i) any Loan Party shall fail to make any payment beyond the applicable grace period (whether by scheduled
maturity, required prepayment, acceleration, demand or otherwise) with respect to any Material Indebtedness, or (ii) any
event or condition occurs (other than with respect to Material Indebtedness constituting Derivative Transactions, termination
events or equivalent events pursuant to the terms of the related Hedge Agreements in accordance with the terms thereof and
not as a result of any default thereunder by any Loan Party) that results in any Material Indebtedness becoming due prior to
its scheduled maturity or that enables or permits (with the giving of notice, if required) the holder or holders of any such
Material Indebtedness or any trustee or agent on its or their behalf to cause any such Material Indebtedness to become due, or
to require the prepayment, repurchase, redemption or defeasance thereof, prior to its scheduled maturity; provided that this
paragraph (e) shall not apply to secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the
property or assets securing such Indebtedness if such sale or transfer is permitted hereunder and under the documents
providing for such Indebtedness;
(f) an involuntary proceeding shall be commenced or an involuntary petition shall be filed seeking (i) liquidation,
reorganization or other relief in respect of Holdings, the Borrower or any Significant Subsidiary (or any group of Subsidiaries
that together would constitute a Significant Subsidiary) or its debts, or of a substantial part of its assets, under any Federal,
state or foreign bankruptcy, insolvency, receivership or similar law now or hereafter in effect or (ii) the appointment of a
receiver, trustee, custodian, sequestrator, conservator or similar official for Holdings, the Borrower or any Significant
Subsidiary (or any group of Subsidiaries that together would constitute a Significant Subsidiary) or for a substantial part of its
assets, and, in any such case of clause (i) or (ii), such proceeding or petition shall continue undismissed and unstayed for
sixty (60) days or an order or decree approving or ordering any of the foregoing shall be entered;
(g) Holdings, the Borrower or any Significant Subsidiary (or any group of Subsidiaries that together would
constitute a Significant Subsidiary) shall (i) voluntarily commence any proceeding or file any petition seeking liquidation,
reorganization or other relief under any Federal, state or foreign bankruptcy, insolvency, receivership or similar law now or
hereafter in effect, (ii) consent to the institution of, or fail to contest in a timely and appropriate manner, any proceeding or
petition described in clause (f) of this Article, (iii) apply for or consent to the appointment of a receiver, trustee, custodian,
sequestrator, conservator or similar official for Holdings, the Borrower or any Significant Subsidiary (or any group of
Subsidiaries that together would constitute a Significant Subsidiary) or for a substantial part of its assets, (iv) file an answer
admitting the material allegations of a petition filed against it in any such proceeding or (v) make a general assignment for
the benefit of creditors;
(h) failure by Holdings, the Borrower or any Significant Subsidiary (or any group of Subsidiaries that together
would constitute a Significant Subsidiary) to pay final judgments aggregating in excess of $50,000,000, which final
judgments remain unpaid, undischarged and
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