Neiman Marcus 2008 Annual Report Download - page 380

(vii) payments or loans (or cancellations of loans) to employees or consultants of the Borrower, any of its direct
or indirect parent companies or any Restricted Subsidiary and employment agreements, stock option plans and other
compensatory arrangements with such employees or consultants that are, in each case, approved by the Borrower in good
faith;
(viii) any agreement, instrument or arrangement as in effect as of the Closing Date, or any amendment thereto
(so long as any such amendment is not disadvantageous to the Lenders in any material respect as compared to the applicable
agreement as in effect on the Closing Date as reasonably determined in good faith by the Borrower);
(ix) the existence of, or the performance by the Borrower or any of the Restricted Subsidiaries of its obligations
under the terms of, any stockholders agreement or its equivalent (including any registration rights agreement or purchase
agreement related thereto) to which it is a party as of the Closing Date and any similar agreements which it may enter into
thereafter; provided, however, that the existence of, or the performance by the Borrower or any Restricted Subsidiary of
obligations under any future amendment to any such existing agreement or under any similar agreement entered into after the
Closing Date shall only be permitted by this clause (ix) to the extent that the terms of any such existing agreement together
with all amendments thereto, taken as a whole, or new agreement are not otherwise more disadvantageous to the Lenders in
any material respect than the terms of the original agreement in effect on the Closing Date as reasonably determined in good
faith by the Borrower;
(x) the Transactions, the Credit Card Sale and the payment of all fees and expenses related to the Transactions
and the Credit Card Sale, in each case as disclosed in the offering circular relating to the New Notes;
(xi) transactions with customers, clients, suppliers, or purchasers or sellers of goods or services, in each case in
the ordinary course of business and otherwise in compliance with the terms of this Agreement that are fair to the Borrower
and the Restricted Subsidiaries, in the reasonable determination of the Board of Directors or the senior management of the
Borrower, or are on terms at least as favorable as might reasonably have been obtained at such time from an unaffiliated
party;
(xii) the issuance of Equity Interests (other than Disqualified Stock) of the Borrower to any Permitted Holder or
to any director, manager, officer, employee or consultant of the Borrower or any direct or indirect parent company thereof;
(xiii) sales of accounts receivable, or participations therein, in connection with any Receivables Facility; and
(xiv) investments by the Sponsors and the Co-Investors in securities of the Borrower or any of its Restricted
Subsidiaries so long as (A) the investment is being offered generally to other investors on the same or more favorable terms
and (B) the investment constitutes less than 5.0% of the proposed or outstanding issue amount of such class of securities.
SECTION 6.06. Limitations on Asset Sales. (a) The Borrower shall not, and shall not permit any Restricted
Subsidiary to, cause, make or suffer to exist an Asset Sale of any Term Loan First Lien Collateral, unless:
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