Neiman Marcus 2003 Annual Report Download - page 238

(c) Since August 2, 2003 there has been no material adverse change in the business, financial position or results of
operations of the Borrower and its Consolidated Subsidiaries, considered as a whole.
Section 4.05. Litigation. There are no actions, suits or proceedings pending against or, to the knowledge of the
Borrower, threatened against, the Borrower or any Significant Subsidiary in any court or before or by any governmental department,
agency or instrumentality, in which there is a reasonable possibility of an adverse decision which would materially and adversely
affect the financial condition or business of the Borrower and its Subsidiaries, taken as a whole.
Section 4.06. Governmental and Other Approvals. No approval, consent or authorization of or filing or registration
with any governmental authority or body is necessary for the execution, delivery or performance by the Borrower of this Agreement
or the Notes or for the performance by the Borrower of any of the terms or conditions hereof or thereof.
Section 4.07. Full Disclosure. All financial statements and other documents furnished by the Borrower to the Lenders
in connection with this Agreement do not and will not contain any untrue statement of material fact or omit to state a material fact
necessary in order to make the statements contained therein not misleading. The Borrower has disclosed to the Lenders in writing any
and all facts which materially and adversely affect the business, operations or condition, financial or otherwise, of the Borrower and
its Subsidiaries or the Borrower's ability to perform its obligations under this Agreement.
Section 4.08. Compliance with ERISA. Each member of the ERISA Group has fulfilled its obligations under the
minimum funding standards of ERISA and the Internal Revenue Code with respect to each Plan and is in compliance in all material
respects with the presently applicable provisions of ERISA and the Internal Revenue Code with respect to each Plan. No member of
the ERISA Group has (i) sought a waiver of the minimum funding standard under Section 412 of the Internal Revenue Code in respect
of any Plan, (ii) failed to make any contribution or payment to any Plan or Multiemployer Plan or in respect of any Benefit
Arrangement, or made any amendment to any Plan or Benefit Arrangement, which has resulted or could result in the imposition of a
Lien or the posting of a bond or other security under ERISA or the Internal Revenue Code or (iii) incurred any liability under Title IV
of ERISA other than a liability to the PBGC for premiums under Section 4007 of ERISA.
Section 4.09. Taxes. The Borrower and its Subsidiaries have filed all United States Federal income tax returns, and the
Borrower and its Significant Subsidiaries have filed all other material tax returns, which are required to be filed by them and have paid
all taxes due pursuant to such returns or pursuant to any assessment received by the Borrower or any Significant Subsidiary except
where the payment of any such taxes is being contested in good faith by appropriate proceedings. The United States Federal income
tax returns of the Borrower and its Subsidiaries for the fiscal years through July 29, 2000 are not under examination by the United
States Internal Revenue Service. The statute of limitations period for assessment of such returns has closed and no extensions of the
limitations period have been requested or granted. The charges, accruals and reserves on the books of the Borrower and its
Consolidated Subsidiaries in respect of taxes or other governmental charges are, in the opinion of the Borrower, adequate.
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