Neiman Marcus 2008 Annual Report Download - page 481

Section 3.12. Commercial Tort Claims. As of the date hereof, no Grantor holds any Commercial Tort
Claims having a value in excess of $1,000,000 for which such Grantor has filed a complaint in a court of competent jurisdiction,
except as indicated on Exhibit E hereto.
Section 3.13. Perfection Certificate. The Perfection Certificate has been duly prepared, completed and
executed and the information set forth therein is correct and complete in all material respects as of the date hereof.
ARTICLE IV
COVENANTS
From the date hereof, and thereafter until this Agreement is terminated, each Grantor agrees that:
Section 4.1. General.
(a) Collateral Records. Each Grantor will maintain complete and accurate books and records as
is consistent with its practices as of the date hereof in all material respects with respect to the Collateral, and furnish to the Agent such
reports relating to the Collateral as the Agent shall from time to time reasonably request.
(b) Authorization to File Financing Statements; Ratification. Each Grantor hereby authorizes
the Agent to file, and if requested will deliver to the Agent, all financing statements and other documents and take such other actions
as may from time to time be requested by the Agent in order to maintain a first priority (subject to the terms of the Intercreditor
Agreement) perfected security interest in and, if applicable, Control of, the Collateral. Any financing statement filed by the Agent
may be filed in any filing office in any applicable Uniform Commercial Code jurisdiction and may (i) indicate the Collateral (1) as all
assets of the applicable Grantor or words of similar effect, regardless of whether any particular asset comprised in the Collateral falls
within the scope of Article 9 of the Uniform Commercial Code of such jurisdiction, or (2) by any other description which reasonably
approximates the description contained in this Agreement, and (ii) contain any other information required by part 5 of Article 9 of the
UCC for the sufficiency or filing office acceptance of any financing statement or amendment, including (A) whether the Grantor is an
organization, the type of organization and any organization identification number issued to the Grantor and (B) in the case of a
financing statement filed as a fixture filing, a sufficient description of real property to which the Collateral relates. Each Grantor also
agrees to furnish any such information to the Agent promptly upon request. Each Grantor also ratifies its authorization for the Agent
to have filed in any Uniform Commercial Code jurisdiction any initial financing statements or amendments thereto if filed prior to the
date hereof.
(c) Further Assurances. Each Grantor will, if reasonably requested by the Agent, but not more
frequently than once per quarter, furnish to the Agent statements and schedules further identifying and describing the Collateral and
such other reports and information in connection with the Collateral as the Agent may reasonably request, all in such detail as the
Agent may reasonably specify. Each Grantor also agrees to take any and all actions necessary to defend title to the Collateral against
all persons and to defend the security interest of the Agent in the Collateral and the priority thereof against any Lien other than
Permitted Liens.
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