Neiman Marcus 2008 Annual Report Download - page 355

SECTION 3.18. Federal Reserve Regulations. (a) On the Closing Date, none of the Collateral is Margin Stock.
(b) None of Holdings, the Borrower and the Subsidiaries is engaged principally, or as one of its important activities,
in the business of extending credit for the purpose of buying or carrying Margin Stock.
(c) No part of the proceeds of any Loan will be used, whether directly or indirectly, and whether immediately,
incidentally or ultimately, (i) to purchase or carry Margin Stock (other than pursuant to, or in connection with, the Merger) or to
extend credit to others for the purpose of purchasing or carrying Margin Stock or to refund indebtedness originally incurred for such
purpose, or (ii) for any purpose that entails a violation of, or that is inconsistent with, the provisions of Regulation T, U or X.
SECTION 3.19. Transaction Documents. Holdings and the Borrower have delivered to the Agent a complete and
correct copy of the Merger Agreement (including all schedules, exhibits, amendments, supplements and modifications thereto).
Neither Holdings, the Borrower nor any other Loan Party or, to the knowledge of Holdings, the Borrower or each Loan Party, any
other Person party thereto is in default in the performance or compliance with any material provisions thereof. Except as would not
reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, all representations and warranties set forth
in the Merger Agreement were true and correct in all material respects at the time as of which such representations and warranties
were made (or deemed made).
SECTION 3.20. Senior Indebtedness. The Obligations constitute "Senior Indebtedness" and "Designated Senior
Indebtedness" under and as defined in the Senior Subordinated Note Documents.
ARTICLE IV
Conditions
The obligations of the Lenders to make Loans hereunder shall not become effective until the date on which each of
the following conditions is satisfied (or waived in accordance with Section 9.02):
(a) Credit Agreement and Loan Documents. The Agent (or its counsel) shall have received (i) from each party
hereto either (A) a counterpart of this Agreement signed on behalf of such party or (B) written evidence satisfactory to the
Agent (which may include facsimile transmission of a signed signature page of this Agreement) that such party has signed a
counterpart of this Agreement and (ii) duly executed copies of the Loan Documents and such other certificates, documents,
instruments and agreements as the Agent shall reasonably request in connection with the transactions contemplated by this
Agreement and the other Loan Documents, including any promissory notes requested by a Lender pursuant to Section 2.07.
(b) Legal Opinions. The Agent shall have received, on behalf of itself and the Lenders on the Closing Date, a
favorable written opinion of (i) Cleary Gottlieb Steen & Hamilton LLP, special counsel for Holdings and the Borrower, in
form and substance reasonably satisfactory to the Agent and (ii) local or other counsel reasonably satisfactory to the Agent as
specified on Schedule 4.01(b), in each case (A) dated the Closing Date, (B) addressed to the Agent and the Lenders and
(C) in form and substance reasonably satisfactory to the Agent and covering such other matters relating to the Loan
Documents and the Transactions as the Agent shall reasonably request.
57