Neiman Marcus 2003 Annual Report Download - page 246

(j) a judgment or order for the payment of money in excess of $25,000,000 shall be rendered against the Borrower or
any Significant Subsidiary and such judgment or order shall continue unsatisfied and unstayed for a period of 30 days; or
(k) (i) any person or group of persons (within the meaning of Section 13 or 14 of the Exchange Act) other than a
member of the Smith Family Group shall have acquired beneficial ownership (within the meaning of Rule 13d-3 of the Exchange Act)
of more voting stock or total equity capital of the Borrower than that beneficially owned by the Smith Family Group, if such person or
group of persons is also the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of at least 30%
of either the voting stock or total equity capital of the Borrower or (ii) more than half of the members of the Board of Directors of the
Borrower shall be persons who are not Continuing Directors;
then, and in every such event, the Administrative Agent shall (i) if requested by the Required Lenders, by notice to the Borrower
terminate the Commitments and they shall thereupon terminate, and (ii) if requested by Lenders holding more than 50% in aggregate
principal amount of the Loans, by notice to the Borrower declare the Loans (together with accrued interest thereon) to be, and the
Loans shall thereupon become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of
which are hereby waived by the Borrower; provided that in the case of any of the Events of Default specified in clause (g) or (h) above
with respect to the Borrower, without any notice to the Borrower or any other act by the Administrative Agent or the Lenders, the
Commitments shall thereupon terminate and the Loans (together with accrued interest thereon) shall become immediately due and
payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by the Borrower.
Section 6.02. Notice of Default. The Administrative Agent shall give notice to the Borrower under Section 6.01(c) or
(d) promptly upon being requested to do so by any Lender and shall thereupon notify all the Lenders thereof.
Section 6.03. Cash Cover. The Borrower agrees, in addition to the provisions of Section 6.01 hereof, that upon the
occurrence and during the continuance of any Event of Default, it shall, if requested by the Administrative Agent upon the instruction
of Lenders having more than 50% of the Letter of Credit Liabilities, pay to the Administrative Agent an amount in immediately
available funds (which funds shall be held as collateral pursuant to arrangements satisfactory to the Administrative Agent) equal to the
aggregate amount available for drawing under all Letters of Credit outstanding at such time; provided that, upon the occurrence of any
Event of Default specified in Section 6.01(g) or 6.01(h) with respect to the Borrower, the Borrower shall pay such amount forthwith
without any notice or demand or any other act by the Administrative Agent or the Lenders.
ARTICLE VII
THE AGENTS
Section 7.01. Appointment and Authorization. Each Lender irrevocably appoints and authorizes the Administrative
Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to the
Administrative Agent by the terms hereof, together with all such powers as are reasonably incidental thereto.
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