Neiman Marcus 2008 Annual Report Download - page 362

(e) the occurrence of any ERISA Event that, together with all other ERISA Events that have occurred and are
continuing, would reasonably be expected to have a Material Adverse Effect; and
(f) any other development that results in, or would reasonably be expected to result in, a Material Adverse Effect.
Each notice delivered under this Section 5.02 shall be accompanied by a statement of a Responsible Officer of the Borrower setting
forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.
SECTION 5.03. Existence; Conduct of Business. Each Loan Party will, and will cause each Subsidiary to, do or
cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence and the rights,
qualifications, licenses, permits, franchises, governmental authorizations, intellectual property rights, licenses and permits (except as
such would otherwise reasonably expire, be abandoned or permitted to lapse in the ordinary course of business), necessary or desirable
in the normal conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its
business is conducted, except (i) other than with respect to Holdings' or the Borrower's existence, to the extent such failure to do so
would not reasonably be expected to have a Material Adverse Effect or (ii) pursuant to a transaction permitted by Section 6.03.
SECTION 5.04. Payment of Obligations. Each Loan Party will, and will cause each Subsidiary to, pay or discharge
all material Tax liabilities, before the same shall become delinquent or in default, except where (a) the validity or amount thereof is
being contested in good faith by appropriate proceedings, (b) such Loan Party or such Subsidiary has set aside on its books adequate
reserves with respect thereto in accordance with GAAP and (c) the failure to make payment pending such contest would not
reasonably be expected to result in a Material Adverse Effect.
SECTION 5.05. Maintenance of Properties. Each Loan Party will, and will cause each Subsidiary to (a) at all times
maintain and preserve all material property necessary to the normal conduct of its business in good repair, working order and
condition, ordinary wear and tear excepted and casualty or condemnation excepted and (b) make, or cause to be made, all needful and
proper repairs, renewals, additions, improvements and replacements thereto as necessary in accordance with prudent industry practice
in order that the business carried on in connection therewith, if any, may be properly conducted at all times, except, in each case,
where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 5.06. Books and Records; Inspection Rights. Each Loan Party will, and will cause each Subsidiary to,
(i) keep proper books of record and account in accordance with GAAP in which full, true and correct entries are made of all dealings
and transactions in relation to its business and activities and (ii) permit any representatives designated by the Agent (including
employees of the Agent or any consultants, accountants, lawyers and appraisers retained by the Agent), upon reasonable prior notice,
to visit and inspect its properties, to examine and make extracts from its books and records, including environmental assessment
reports and Phase I or Phase II studies, and to discuss its affairs, finances and condition with its officers and independent accountants,
all at such reasonable times during normal business hours and as often as reasonably requested.
SECTION 5.07. Maintenance of Ratings. Holdings and the Borrower shall use their commercially reasonable
efforts to cause the credit facilities provided for herein to be continuously rated by S&P and Moody's.
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