COMPETITION LAWS FOR THE CONSUMMATION OF THE
MERGER CONTEMPLATED BY THE MERGER AGREEMENT OR (V) CHANGES IN ANY TAX LAWS OR
REGULATIONS OR APPLICABLE ACCOUNTING REGULATIONS OR PRINCIPLES, UNLESS, IN THE
CASE OF THE FOREGOING CLAUSES (I) AND (II), SUCH CHANGES REFERRED TO THEREIN
HAVE A DISPROPORTIONATE EFFECT ON NEIMAN MARCUS AND ITS SUBSIDIARIES TAKEN AS A
WHOLE RELATIVE TO OTHER PARTICIPANTS IN THE INDUSTRIES IN WHICH NEIMAN MARCUS
AND ITS SUBSIDIARIES OPERATE.
FOR THE PURPOSES OF THIS CLAUSE (R), "INDUSTRIES
IN WHICH NEIMAN MARCUS AND ITS SUBSIDIARIES OPERATE" MEANS THE LUXURY RETAIL
SEGMENTS OF THE APPAREL, ACCESSORIES, JEWELRY, BEAUTY AND DECORATIVE HOME
PRODUCTS INDUSTRIES.
61
(S) OTHER INDEBTEDNESS.
THE 2008 NOTES CALL FOR REDEMPTION AND THE EXISTING
BANK DEBT REFINANCING SHALL HAVE BEEN EFFECTED.
AFTER GIVING EFFECT TO THE
TRANSACTIONS AND THE OTHER TRANSACTIONS CONTEMPLATED HEREBY, HOLDINGS, THE
BORROWER AND THE SUBSIDIARIES SHALL NOT HAVE ANY OUTSTANDING INDEBTEDNESS OR
PREFERRED STOCK OTHER THAN (A) THE OBLIGATIONS, (B) INDEBTEDNESS UNDER THE
SENIOR SECURED TERM LOAN FACILITY, (C) THE NEW NOTES, (D) THE 2028 DEBENTURES,
(E) PREFERRED EQUITY INTERESTS ISSUED IN CONNECTION WITH THE EQUITY
CONTRIBUTION, IF ANY, (F) THE 2008 NOTES AND (G)
INDEBTEDNESS SET FORTH ON
SCHEDULE 6.01.
(T) INSURANCE.
THE AGENT SHALL HAVE RECEIVED EVIDENCE OF INSURANCE COVERAGE IN
FORM, SCOPE, AND SUBSTANCE REASONABLY SATISFACTORY TO THE AGENT AND OTHERWISE IN
COMPLIANCE WITH THE TERMS OF SECTION 5.10 AND SECTION 4.11 OF THE SECURITY
AGREEMENT.
(U) MERGER.
THE MERGER SHALL BE CONSUMMATED SUBSTANTIALLY SIMULTANEOUSLY WITH
THE INITIAL REVOLVING BORROWING ON THE CLOSING DATE, IN ACCORDANCE WITH THE
MERGER AGREEMENT (WHICH SHALL NOT HAVE BEEN AMENDED OR MODIFIED PRIOR TO THE
CLOSING DATE IN A MANNER ADVERSE TO THE LENDERS IN ANY MATERIAL RESPECT WITHOUT
THE PRIOR WRITTEN CONSENT OF THE JOINT LEAD ARRANGERS).
(V) OTHER FINANCING.
THE BORROWER SHALL HAVE RECEIVED GROSS CASH PROCEEDS OF
NOT LESS THAN (I) $1,200,000,000 FROM THE ISSUANCE OF THE NEW NOTES AND
(II) $1,975,000,000 FROM THE BORROWINGS UNDER THE SENIOR SECURED TERM LOAN
FACILITY.
THE TERMS AND CONDITIONS OF THE NEW NOTES AND THE SENIOR SECURED TERM
LOAN FACILITY SHALL BE REASONABLY SATISFACTORY TO THE AGENT.
(W) FIELD EXAMINATION, APPRAISAL.
THE AGENT SHALL HAVE RECEIVED (I) THE RESULTS
OF A COMPLETED FIELD EXAMINATION WITH RESPECT TO THE COLLATERAL TO BE INCLUDED
IN CALCULATING THE BORROWING BASE AND OF THE RELEVANT ACCOUNTING SYSTEMS,
POLICIES AND PROCEDURES OF HOLDINGS AND ITS SUBSIDIARIES AND (II) AN APPRAISAL
OF THE NET ORDERLY LIQUIDATION VALUE OF INVENTORY IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE AGENT.
THE AGENT SHALL BE REASONABLY SATISFIED
WITH THE BORROWER'S CASH MANAGEMENT SYSTEM.
(X) INTERCREDITOR AGREEMENT.
THE INTERCREDITOR AGREEMENT SHALL HAVE BEEN DULY
EXECUTED AND DELIVERED BY EACH PARTY THERETO, AND SHALL BE IN FULL FORCE AND
EFFECT.
(Y) PATRIOT ACT.
THE AGENT SHALL HAVE RECEIVED ALL DOCUMENTATION AND OTHER
INFORMATION REASONABLY REQUESTED BY IT THAT IS REQUIRED BY REGULATORY
AUTHORITIES UNDER APPLICABLE "KNOW YOUR CUSTOMER" AND ANTI-MONEY LAUNDERING
RULES AND REGULATIONS, INCLUDING THE USA PATRIOT ACT.
The Agent shall notify