Neiman Marcus 2008 Annual Report Download - page 352

(f) Copies of certificates of occupancy relating to each Mortgaged Property that the mortgagor has in its possession
have been delivered to the Agent as mortgagee with respect to each Mortgaged Property.
(g) Each of the Borrower and the Subsidiaries owns or possesses, or is licensed to use, all patents, trademarks,
service marks, trade names and copyrights and all licenses and rights with respect to the foregoing, necessary for the present conduct
of its business, without any conflict with the rights of others, and free from any burdensome restrictions on the present conduct of its
business, except where such failure to own, possess or hold pursuant to a license or such conflicts and restrictions would not
reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or except as set forth on Schedule 3.05(g).
SECTION 3.06. Litigation and Environmental Matters. (a) Other than the Disclosed Matters, there are no actions,
suits or proceedings by or before any arbitrator or Governmental Authority pending against or, to the knowledge of any Loan Party,
threatened against or affecting the Loan Parties or any of their Subsidiaries (i) as to which there is a reasonable possibility of an
adverse determination and that, if adversely determined, would reasonably be expected, individually or in the aggregate, to result in a
Material Adverse Effect or (ii) that involve any Loan Documents or the Transactions.
(b) Except for the Disclosed Matters or any other matters that, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect (i) no Loan Party nor any of its Subsidiaries has received notice of any
claim with respect to any Environmental Liability or knows of any basis for any Environmental Liability and (ii) no Loan Party nor
any of its Subsidiaries (1) has failed to comply with any Environmental Law or to obtain, maintain or comply with any permit, license
or other approval required under any Environmental Law or (2) has become subject to any Environmental Liability.
(c) Since the date of this Agreement, there has been no change in the status of the Disclosed Matters that,
individually or in the aggregate, has resulted in, or materially increased the likelihood of, a Material Adverse Effect.
SECTION 3.07. Compliance with Laws and Agreements; Licenses and Permits.
(a) Each Loan Party is in compliance with all Requirements of Law applicable to it or its property and all indentures, agreements and
other instruments binding upon it or its property, except where the failure to do so, individually or in the aggregate, would not
reasonably be expected to result in a Material Adverse Effect.
(b) Each Loan Party and its Subsidiaries has obtained and holds in full force and effect, all franchises, licenses,
leases, permits, certificates, authorizations, qualifications, easements, rights of way and other rights and approvals which are necessary
or advisable for the operation of its businesses as presently conducted and as proposed to be conducted, except where the failure to
have so obtained or hold or to be in force, individually or in the aggregate, would not reasonably be expected to result in a Material
Adverse Effect. No Loan Party or any of its Subsidiaries is in violation of the terms of any such franchise, license, lease, permit,
certificate, authorization, qualification, easement, right of way, right or approval, except where any such violation, individually or in
the aggregate, would not reasonably be expected to result in a Material Adverse Effect.
SECTION 3.08. Investment and Holding Company Status. No Loan Party is (a) an "investment company" as
defined in, or is required to be registered under, the Investment Company Act of 1940 or (b) a "holding company" as defined in, or
subject to regulation under, the Public Utility Holding Company Act of 1935.
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