Neiman Marcus 2009 Annual Report Download - page 190

to consummate the offerings of debt securities contemplated by the Debt Financing Commitments at the time during the Company's
fiscal year such offerings will be made (the "Required Financial Information"), (v) satisfying the conditions set forth in clause (e) of
the first sentence of Section 6 of the Principal Commitment Letter, numbered paragraphs 5 and 8 of Exhibit E of the Principal
Commitment Letter and clause (e) of the first sentence of Section 7 of the Forward Underwriting Commitment Letter (to the extent the
satisfaction of such conditions requires actions by or cooperation of the Company), (vi) using reasonable best efforts to obtain
accountants' comfort letters, legal opinions, surveys and title insurance as reasonably requested by Parent; provided that nothing herein
shall require such cooperation to the extent it would interfere unreasonably with the business or operations of the Company or its
subsidiaries, (vii) using its commercially reasonable efforts to provide monthly financial statements (excluding footnotes) within 25
days of the end of each month prior the Closing Date, (viii) taking all actions necessary to (A) permit the prospective lenders involved
in the Financing to evaluate the Company's current assets, cash management and accounting systems, policies and procedures relating
thereto for the purposes of establishing collateral arrangements and (B) establish bank and other accounts and blocked account
agreements and lock box arrangements in connection with the foregoing, (ix) obtaining any necessary rating agencies' confirmations
or approvals for the Debt Financing relating to the Company's existing credit card receivables financing facility, and (x) taking all
corporate actions necessary to permit the consummation of the Debt Financing and to permit the proceeds thereof to be made available
to the Company, including, without limitation, by means of a dividend or distribution from Neiman Marcus Funding Corporation, as
of the Closing Date. Parent shall, promptly upon request by the Company, reimburse the Company for all reasonable and documented
out-of-pocket costs incurred by the Company or its subsidiaries in connection with such cooperation. The Company hereby consents
to the use of its and its subsidiaries' logos in connection with the Debt Financing.
(b) Parent shall use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable to arrange the Debt Financing on the terms and conditions described in the Debt Financing
Commitments (provided that Parent and Merger Sub may replace or amend the Debt Financing Commitments to add lenders, lead
arrangers, bookrunners, syndication agents or similar entities who had not executed the Debt Financing Commitments as of the date
hereof, or otherwise so long as the terms are not materially less beneficial to Merger Sub, including with respect to conditionality, than
those in the Debt Financing Commitments as in effect on the date hereof as determined in the reasonable judgment of Parent),
including using reasonable best efforts to (i) maintain in effect the Financing commitments, (ii) satisfy on a timely basis all conditions
applicable to Parent and Merger Sub to obtaining the Financing set forth therein (including by consummating the Equity Financing
pursuant to the terms of the Equity Financing Commitments), (iii) enter into definitive agreements with respect thereto on the terms
and conditions contemplated by the Debt Financing Commitments (including the related flex provisions) or on other terms not
materially less beneficial to Merger Sub, including with respect to conditionality, as determined in the reasonable judgment of Parent
and (iv) consummate the Financing at or prior to Closing. In the event any portion of the Debt Financing