Neiman Marcus 2008 Annual Report Download - page 357

(k) Pledged Stock; Stock Powers; Pledged Notes. The Agent shall have received (i) the certificates representing the
shares of Capital Stock pledged pursuant to the Security Agreement, together with an undated stock power for each such
certificate executed in blank by a duly authorized officer of the pledgor thereof and (ii) each promissory note (if any) pledged
to the Agent pursuant to the Security Agreement endorsed (without recourse) in blank (or accompanied by an executed
transfer form in blank) by the pledgor thereof.
(l) Perfection Certificate; Filings, Registrations and Recordings. The Agent shall have received a completed
Perfection Certificate dated the Closing Date and signed by a Responsible Officer of the Borrower, together with all
attachments contemplated thereby. Each document (including any Uniform Commercial Code financing statement) required
by the Collateral Documents or under law or reasonably requested by the Agent to be filed, registered or recorded in order to
create in favor of the Agent, for the benefit of the Lenders, a perfected Lien on the Collateral described therein, prior and
superior in right to any other Person (other than with respect to Permitted Liens), shall be in proper form for filing,
registration or recordation. The Agent, on behalf of the Lenders, shall have a security interest in the Collateral of the type and
priority described in the Collateral Documents (subject to Liens expressly permitted by Section 6.02 and, subject to the terms
of the Intercreditor Agreement, the Liens granted under the ABL Security Documents).
(m) Mortgages, etc. The Agent shall have received, with respect to each Mortgaged Property, each of the following,
in form and substance reasonably satisfactory to the Agent:
(i) a Mortgage on such property;
(ii) evidence that a counterpart of the Mortgage has been recorded or delivered to the appropriate title
insurance company subject to arrangements reasonably satisfactory to the Agent for recording promptly following
the closing hereunder, in each case, in the place necessary, in the Agent's reasonable judgment, to create a valid and
enforceable first priority Lien (subject to the Intercreditor Agreement) in favor of the Agent for the benefit of itself
and the Lenders;
(iii) ALTA or other mortgagee's title policy;
(iv) an opinion of counsel in the state in which such parcel of real property is located in form and substance
and from counsel reasonably satisfactory to the Agent; and
(v) such other information, documentation, and certifications as may be reasonably required by the Agent.
provided, that, (i) the amount of debt secured by each Mortgage in any State that imposes a mortgage tax shall be reasonably
limited to an amount less than the Commitments so as to avoid multiple mortgage tax assessments and (ii) notwithstanding
the foregoing, the conditions set forth in this clause (m) shall be considered satisfied even if the Borrower does not deliver
such items by the Closing Date, so long as the Borrower has used commercially reasonable efforts to obtain and deliver such
items to Agent by the Closing Date.
(n) Closing Date Material Adverse Effect. Since July 31, 2004 and except as contemplated by the Merger
Agreement, there shall not have been any event, condition, development or occurrence that, has had, or would reasonably be
expected to have, individually or in the aggregate, any change, circumstance, effect, event or occurrence that would be
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