Neiman Marcus 2008 Annual Report Download - page 372

(vi) the Borrower shall have delivered to the Agent an Officers' Certificate and an opinion of counsel, each
stating that such consolidation, merger or transfer and such supplements to the Loan Documents, if any, comply with this
Agreement and the other Loan Documents.
(b) The Successor Borrower shall succeed to, and be substituted for, the Borrower under this Agreement and the
other Loan Documents and, except in the case of a lease transaction, the predecessor Borrower will be released from its obligations
hereunder and thereunder. Notwithstanding clauses (iii) and (iv) of paragraph (a) of this Section 6.03, (i) any Restricted Subsidiary
may consolidate with, merge into or transfer all or part of its properties and assets to, the Borrower, and (ii) the Borrower may merge
with an Affiliate of the Borrower incorporated solely for the purpose of reincorporating the Borrower in another state of the United
States of America so long as the amount of Indebtedness of the Borrower and the Restricted Subsidiaries is not increased thereby.
(c) Subject to Section 10.12, no Subsidiary Guarantor shall, and the Borrower shall not permit any Subsidiary
Guarantor to, consolidate or merge with or into or wind up into (whether or not such Subsidiary Guarantor is the surviving
corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or
more related transactions to, any Person unless:
(i) (A) such Subsidiary Guarantor is the surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, lease,
conveyance or other disposition shall have been made is a corporation organized or existing under the laws of the United
States of America, any state thereof, the District of Columbia, or any territory thereof (such Subsidiary Guarantor or such
Person, as the case may be, being herein called the "Successor Person"), (B) the Successor Person, if other than such
Subsidiary Guarantor, expressly assumes all the obligations of such Subsidiary Guarantor under such Subsidiary Guarantor's
Loan Guaranty and the other Loan Documents, pursuant to a Joinder Agreement and supplements to the Loan Documents or
other documents or instruments in form reasonably satisfactory to the Agent, (C) immediately after such transaction, no
Default exists and (D) the Borrower shall have delivered to the Agent an Officers' Certificate and an opinion of counsel, each
stating that such consolidation, merger or transfer and such Joinder Agreement and supplements, if any, comply with this
Agreement and the other Loan Documents; or
(ii) the transaction is made in compliance with Section 2.20.
(d) The Successor Person shall succeed to, and be substituted for, such Subsidiary Guarantor under such Subsidiary
Guarantor's Loan Guaranty and the other Loan Documents and, except in the case of a lease transaction, such Subsidiary Guarantor
will be released from its obligations thereunder. Notwithstanding the foregoing, any Subsidiary Guarantor may merge into or transfer
all or part of its properties and assets to another Subsidiary Guarantor or the Borrower.
(e) Holdings will not consolidate or merge with or into or wind up into (whether or not Holdings is the surviving
corporation), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or
more related transactions to, any Person unless (i) Holdings is the surviving corporation or the Person formed by or surviving any such
consolidation or merger (if other than Holdings) or to which such sale, assignment, transfer, lease, conveyance or other disposition
shall have been made is a corporation organized or existing under the laws of the United States of America, any state thereof, the
District of Columbia, or any territory thereof (Holdings or such Person, as the case may be, being herein called the "Successor
Holdings Guarantor"), (ii) the Successor Holdings Guarantor, if other than Holdings, expressly assumes all the obligations of Holdings
under
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