Neiman Marcus 2008 Annual Report Download - page 356

(c) Financial Statements and Projections. The Lenders shall have received (i) the financial statements and opinion
referred to in Section 3.04(a) and (b) and (ii) projections in customary form for the Borrower and its Subsidiaries on a pro
forma basis for completion of the Transactions for the fiscal years 2006 through 2010.
(d) Closing Certificates; Certified Certificate of Incorporation; Good Standing Certificates. The Agent shall have
received (i) a certificate of each Loan Party, dated the Closing Date and executed by its Secretary or Assistant Secretary (or,
in the case of NM Nevada Trust, its Clerk), which shall (A) certify the resolutions of its Board of Directors, members or other
body authorizing the execution, delivery and performance of the Loan Documents to which it is a party, (B) identify by name
and title and bear the signatures of the Financial Officers and any other officers of such Loan Party authorized to sign the
Loan Documents to which it is a party, and (C) contain appropriate attachments, including the certificate or articles of
incorporation or organization of each Loan Party certified by the relevant authority of the jurisdiction of organization of such
Loan Party and a true and correct copy of its by-laws or operating, management or partnership agreement, and (ii) a good
standing certificate for each Loan Party from its jurisdiction of organization.
(e) No Default Certificate. The Agent shall have received a certificate, signed by the chief financial officer of the
Borrower, dated the Closing Date (i) stating that no Default has occurred and is continuing (other than any Default arising
pursuant to clause (c) of Article VII with respect to any of the representations enumerated clause (ii) below) and (ii) stating
that the representations and warranties contained in Article III (except the representations contained in Sections 3.04, 3.05,
3.06, 3.07, 3.09, 3.10, 3.11, 3.12, 3.13, 3.14, 3.15, 3.17 and 3.19) are true and correct in all material respects as of such date.
(f) Fees. The Lenders and the Agent shall have received all fees required to be paid, and all expenses for which
invoices have been presented (including the reasonable documented fees and expenses of legal counsel), on or before the
Closing Date.
(g) Lien and Judgment Searches. The Agent shall have received the results of recent lien and judgment searches in
each of the jurisdictions contemplated by the Perfection Certificate, and such search shall reveal no material judgments and
no liens on any of the assets of the Loan Parties except for Permitted Liens or Liens discharged on or prior to the Closing
Date pursuant to a pay-off letter or other documentation reasonably satisfactory to the Agent.
(h) Pay-Off Letter. The Agent shall have received a pay-off letter reasonably satisfactory to it in respect of the
repayment of the Existing Credit Agreement from the proceeds of the Loans, confirming that all Liens upon any of the
property of the Loan Parties constituting Collateral arising under the Existing Credit Agreement, if any, will be terminated
concurrently with such payment and all letters of credit issued or guaranteed as part of such Indebtedness shall have been
cash collateralized or supported by a letter of credit issued under the Senior Secured Asset-Based Revolving Credit Facility.
(i) Solvency. The Agent shall have received a customary certificate from the chief financial officer of the Borrower
certifying that Holdings and its Subsidiaries, on a consolidated basis after giving effect to the Transactions to occur on the
Closing Date, are solvent (within the meaning of Section 3.13).
(j) Equity Contribution. The Equity Contribution shall have been made in full.
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