Neiman Marcus 2009 Annual Report Download - page 178

any other person (other than a wholly-owned subsidiary of the Company), in each case, other than (x) in the ordinary course of
business consistent with past practice, including any borrowings under the existing credit facilities of the Company and its
subsidiaries to fund working capital needs, or (y) any letter of credit entered into in the ordinary course of business consistent with
past practice for an amount less than $10,000,000 individually or in the aggregate;
(i) offer, place or arrange any issue of debt securities or commercial bank or other credit facilities that could be reasonably expected
to compete with or impede the Debt Financing or cause the breach of any provisions of the Debt Financing Commitments or cause
any condition set forth in the Debt Financing Commitments not to be satisfied;
(j) except as contemplated by this Agreement or except to the extent required under any Company Plan or as required by applicable
Law, (i) increase or decrease the compensation or fringe benefits of any of its directors, officers or employees, independent
contractors or consultants (except in the ordinary course of business with respect to independent contractors, consultants and
employees who are not directors or officers), (ii) grant any severance or termination pay not provided for under any Company
Plan, (iii) enter into any employment, consulting, change of control or severance agreement or arrangement with any of its present
or former directors, officers or other employees, independent contractors or consultants, enter into any collective bargaining
agreement or establish, adopt, enter into any new, or amend in any material respect or terminate any existing Company Plan,
(iv) exercise any discretion to accelerate the vesting or payment of any compensation or benefit under any Company Plan,
(v) materially change any actuarial or other assumption used to calculate funding obligations with respect to any Company Plan or
change the manner in which contributions to any Company Plan are made or the basis on which such contributions are
determined, or (vi) hire or terminate any executive officer other than termination for cause;
(k) make any material change in any accounting principles, practice, policy or procedure except as may be appropriate to conform to
changes in statutory or regulatory accounting rules or generally accepted accounting principles or regulatory requirements with
respect thereto;
(l) other than in the ordinary course of business consistent with past practice or as required by applicable Law, (i) make, change or
revoke any material Tax election or change any method of accounting, (ii) enter into any settlement or compromise of any
material Tax liability, (iii) file any amended Tax Return with respect to any material Tax, (iv) change any annual Tax accounting
period, (v) enter into any closing agreement relating to any material Tax, (vi) surrender any right to claim a material Tax refund or
(vii) waive or extend the statute of limitations in respect of any material Tax (other than pursuant to extensions of time to file Tax
Returns in the ordinary course of business);
(m) settle or compromise any material litigation or claim against the Company, its subsidiaries, or any of their respective directors or
officers other than settlements or