Neiman Marcus 2008 Annual Report Download - page 385

(c) alter the redemption provisions or the price or terms at which the Borrower is required to offer to purchase any
Senior Subordinated Notes; or
(d) amend the provisions of the Senior Subordinated Notes Indenture that relate to subordination.
SECTION 6.11. Obligations of the Borrower and the Restricted Subsidiaries Relating to Kate Spade. In the event
that Kate Spade sells, conveys, transfers or otherwise disposes of, all or substantially all of its properties or assets, in one or more
related transactions, the Borrower shall, subject to its fiduciary duties to the holders of minority Equity Interests in Kate Spade and
subject to any other obligations in the organizational documents of Kate Spade or other agreements with Kate Spade or holders of its
Equity Interests (in each case, as in effect on the Closing Date), exercise its rights and powers as a controlling holder of Equity
Interests in Kate Spade to cause Kate Spade to distribute to the Borrower its pro rata share of the net proceeds of such sale,
conveyance, transfer or other disposition, the Borrower shall apply such proceeds in accordance with Section 2.20 and such proceeds
will constitute Net Proceeds thereunder. In addition, the Borrower will, and will cause its Restricted Subsidiaries to, apply the amount
of any other Extraordinary Distribution in accordance with Section 2.20 and such amount will constitute Net Proceeds thereunder.
Furthermore, the Borrower, in its capacity as a holder of Equity Interests in Kate Spade, will not, and will cause its Restricted
Subsidiaries not to, waive any of its rights to receive dividends, distributions or other payments from Kate Spade or consent to an
amendment of Kate Spade's organizational documents or other agreements that would restrict Kate Spade's ability to make any such
distributions.
SECTION 6.12. Impairment of Security Interest. Subject to the rights of the holders of Permitted Liens or
Permitted Collateral Liens and except as permitted by this Agreement or the Loan Documents, the Borrower shall not, and shall not
permit any of its Restricted Subsidiaries to, take or knowingly or negligently omit to take, any action which action or omission would
reasonably be expected to have the result of materially impairing the security interest with respect to the Collateral for the benefit of
the Secured Parties.
SECTION 6.13. Business of Borrower and Restricted Subsidiaries. The Borrower will not, and will not permit any
Restricted Subsidiary to, engage to any material extent in any material line of business substantially different from those lines of
business conducted by the Borrower and the Restricted Subsidiaries on the date of execution of this Agreement or businesses
reasonably related or ancillary thereto.
ARTICLE VII
Events of Default
If any of the following events ("Events of Default") shall occur:
(a) the Borrower shall fail to pay any principal of any Loan when and as the same shall become due and payable,
whether at the due date thereof or at a date fixed for prepayment thereof or by acceleration thereof or otherwise;
(b) the Borrower shall fail to pay any interest on any Loan or any fee or any other amount (other than an amount
referred to in clause (a) of this Article) payable under this Agreement or any other Loan Document, when and as the same
shall become due and payable, and such failure shall continue unremedied for a period of thirty (30) days;
87