Neiman Marcus 2008 Annual Report Download - page 384

(a) such Restricted Subsidiary within thirty (30) days executes and delivers a Joinder Agreement providing for a
Loan Guaranty by such Restricted Subsidiary, except that with respect to a guarantee of Indebtedness of the Borrower or any
Subsidiary Guarantor, that is by its express terms subordinated in right of payment to the Obligations or the Loan Guaranty of
such Restricted Subsidiary, any such guarantee by such Restricted Subsidiary with respect to such Indebtedness shall be
subordinated in right of payment to such Loan Guaranty substantially to the same extent as such Indebtedness is subordinated
to the Obligations;
(b) such Restricted Subsidiary waives and will not in any manner whatsoever claim or take the benefit or advantage
of, any rights of reimbursement, indemnity or subrogation or any other rights against the Borrower or any other Restricted
Subsidiary as a result of any payment by such Restricted Subsidiary under its Loan Guaranty; and
(c) such Restricted Subsidiary shall deliver to the Agent an opinion of counsel to the effect that (i) such Loan
Guaranty has been duly executed and authorized and (ii) such Loan Guaranty constitutes a valid, binding and enforceable
obligation of such Restricted Subsidiary, except insofar as enforcement thereof may be limited by bankruptcy, insolvency or
similar laws (including all laws relating to fraudulent transfers) and except insofar as enforcement thereof is subject to
general principles of equity;
provided that this Section 6.08 shall not be applicable to any guarantee of any Restricted Subsidiary that existed at the time such
Person became a Restricted Subsidiary and was not incurred in connection with, or in contemplation of, such Person becoming a
Restricted Subsidiary.
SECTION 6.09. Limitations on Sale and Lease-Back Transactions. The Borrower will not, and will not permit any
Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction with respect to any property unless:
(a) the Borrower or such Restricted Subsidiary would be entitled to (i) incur Indebtedness in an amount equal to the
Attributable Debt with respect to such Sale and Lease-Back Transaction pursuant to Section 6.01 and (ii) create a Lien on
such property securing such Attributable Debt without securing the Obligations pursuant to Section 6.02;
(b) the consideration received by the Borrower or any Restricted Subsidiary in connection with such Sale and Lease-
Back Transaction is at least equal to the fair market value (as determined in good faith by the Borrower) of such property;
and
(c) the Borrower applies the proceeds of such transaction in compliance with Section 2.20.
SECTION 6.10. Amendments to Subordination Provisions. Without the consent of the Required Lenders, the
Borrower will not amend, modify or alter the Senior Subordinated Notes Indenture in any way to:
(a) increase the rate of or change the time for payment of interest on any Senior Subordinated Notes;
(b) increase the principal of, advance the final maturity date of or shorten the Weighted Average Life to Maturity of
any Senior Subordinated Notes;
86