Neiman Marcus 2008 Annual Report Download - page 359

The Agent shall notify the Borrower and the Lenders of the Closing Date, and such notice shall be conclusive and binding.
Notwithstanding the foregoing, the obligations of the Lenders to make Loans hereunder shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 9.02) at or prior to 5:00 p.m., New York City time, on the Termination
Date (as defined in the Merger Agreement) (and, in the event such conditions are not so satisfied or waived, the Commitments shall
terminate at such time).
ARTICLE V
Affirmative Covenants
Until the Commitments have expired or been terminated and the principal of and interest on each Loan and all fees
payable hereunder shall have been paid in full, each Loan Party executing this Agreement covenants and agrees, jointly and severally
with all of the Loan Parties, with the Lenders that:
SECTION 5.01. Financial Statements and Other Information. The Borrower will furnish to the Agent (which will
promptly furnish such information to the Lenders):
(a) within ninety (90) days after the end of each fiscal year of the Borrower, its audited consolidated balance sheet
and related statements of earnings, shareholders' equity and cash flows as of the end of and for such year, setting forth in each
case in comparative form the figures for the previous fiscal year, all reported on by Deloitte & Touche LLP or other
independent public accountants of recognized national standing and reasonably acceptable to the Agent (without a "going
concern" or like qualification or exception or exception as to the scope of such audit) to the effect that such consolidated
financial statements present fairly, in all material respects, the financial condition and results of operations of the Borrower
and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP;
(b) within forty-five (45) days after the end of each of the first three fiscal quarters of each fiscal year of the
Borrower, its consolidated balance sheet and related statements of earnings, shareholders' equity and cash flows as of the end
of and for such fiscal quarter and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the
figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal
year, all certified by one of its Financial Officers as presenting fairly, in all material respects, the financial condition and
results of operations of the Borrower and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP,
subject to normal year-end audit adjustments and the absence of footnotes;
(c) concurrently with any delivery of financial statements under clause (a) or (b) above, a certificate of a Financial
Officer of the Borrower in substantially the form of Exhibit C (i) certifying that no Event of Default or Default has occurred
and, if an Event of Default or Default has occurred, specifying the details thereof and any action taken or proposed to be
taken with respect thereto and (ii) setting forth, in the case of the financial statements delivered under clause (a), (x) the
Borrower's calculation of Excess Cash Flow for such fiscal year and (y) a list of names of all Immaterial Subsidiaries (if any),
that each Subsidiary set forth on such list individually qualifies as an Immaterial Subsidiary and that all Domestic
Subsidiaries listed as Immaterial Subsidiaries in the aggregate comprise less than 5% of Total Assets of the Borrower and the
Subsidiaries at the end of the period to which such financial statements relate and
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