Neiman Marcus 2003 Annual Report Download - page 236

(b) the Administrative Agent shall have received an opinion of the General Counsel of the Borrower, substantially in
the form of Exhibit F hereto, and covering such additional matters relating to the transactions contemplated hereby as the Required
Lenders may reasonably request;
(c) the Administrative Agent shall have received an opinion of Baker Botts L.L.P., special counsel for the
Administrative Agent, substantially in the form of Exhibit G hereto, and covering such additional matters relating to the transactions
contemplated hereby as the Required Lenders may reasonably request;
(d) the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount
heretofore mutually agreed;
(e) the Administrative Agent shall have received all documents the Administrative Agent may reasonably request
relating to the existence of the Borrower, the corporate authority for and the validity of this Agreement and the Notes, and any other
matters relevant hereto, all in form and substance satisfactory to the Administrative Agent; and
(f) the Administrative Agent shall have received evidence satisfactory to it that the commitments under the Existing
Credit Agreement shall have terminated and that all principal of any loans outstanding under, and all accrued interest and fees under,
the Existing Credit Agreement shall have been paid in full;
provided that the Commitments shall not become effective unless all of the foregoing conditions are satisfied not later than June 11,
2004. Promptly after the Effective Date occurs, the Administrative Agent shall notify the Borrower and the Lenders thereof, and such
notice shall be conclusive and binding on all parties hereto.
Section 3.02. Borrowings and Issuances of Letters of Credit. The obligation of any Lender to make a Loan on the
occasion of any Borrowing, and the obligation of an Issuing Bank to issue (or renew or extend the term of) any Letter of Credit, is
subject to the satisfaction of the following conditions:
(a) receipt by the Administrative Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, or receipt by the
Issuing Bank of a Notice of Issuance as required by Section 2.15(b), as the case may be;
(b) the fact that, immediately after such Borrowing or issuance, no Default shall exist; and
(c) the fact that the representations and warranties of the Borrower contained in this Agreement shall be true in all
material respects on and as of the date of such Borrowing or issuance.
Each Borrowing and each issuance or extension of a Letter of Credit hereunder shall be deemed to be a representation and warranty by
the Borrower on the date of such Borrowing or issuance as to the facts specified in the foregoing clauses 3.02(b) and 3.02(c).
34