Neiman Marcus 2008 Annual Report Download - page 361

(A) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings) or (B) the Borrower's or Holdings' (or
any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that, with respect
to each of clauses (A) and (B), (i) to the extent such information relates to Holdings (or a parent thereof), such information is
accompanied by consolidating information that explains in reasonable detail the differences between the information relating to
Holdings (or such parent), on the one hand, and the information relating to the Borrower and its Subsidiaries on a standalone basis, on
the other hand and (ii) to the extent such information is in lieu of information required to be provided under clause (a) of this
Section 5.01, such materials are accompanied by a report and opinion of Deloitte & Touche LLP or other independent public
accountants of recognized national standing and reasonably acceptable to the Agent, which report and opinion shall be prepared in
accordance with generally accepted auditing standards and shall not be subject to any "going concern" or like qualification or
exception or any qualification or exception as to the scope of such audit.
Documents required to be delivered pursuant to clauses (a), (b) or (h) of this Section 5.01 may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents,
or provides a link thereto on the Borrower's website on the Internet at the website address listed on Schedule 9.01; or (ii) on which
such documents are posted on the Borrower's behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each
Lender and the Agent have access (whether a commercial, third-party website or whether sponsored by the Agent); provided that:
(i) upon written request by the Agent, the Borrower shall deliver paper copies of such documents to the Agent for further distribution
to each Lender until a written request to cease delivering paper copies is given by the Agent and (ii) the Borrower shall notify (which
may be by facsimile or electronic mail) the Agent of the posting of any such documents and provide to the Agent by electronic mail
electronic versions (i.e., soft copies) of such documents. Notwithstanding anything contained herein, in every instance the Borrower
shall be required to provide paper copies of the compliance certificates required by clause (c) of this Section 5.01 to the Agent.
The financial statements required to be delivered pursuant to clause (b) of this Section 5.01 with respect to the first
fiscal quarter after the Closing Date shall not be required to contain all purchase accounting adjustments relating to the Transactions to
the extent it is not practicable to include any such adjustments in such financial statements.
SECTION 5.02. Notices of Material Events. The Borrower will furnish to the Agent written notice of the following
promptly after any Responsible Officer of Holdings or the Borrower obtains knowledge thereof:
(a) the occurrence of any Event of Default or Default;
(b) the filing or commencement of, or any written threat or notice of intention of any person to file or commence,
any action, suit or proceeding, whether at law or in equity or by or before any Governmental Authority or in arbitration,
against Holdings, the Borrower or any of the Subsidiaries as to which an adverse determination is reasonably probable and
which, if adversely determined, would reasonably be expected to have a Material Adverse Effect;
(c) any loss, damage, or destruction to the Collateral in the amount of $10,000,000 or more, whether or not covered
by insurance;
(d) any and all default notices received under or with respect to any leased location or public warehouse where any
material Collateral is located;
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