Neiman Marcus 2009 Annual Report Download - page 223

except in each case described in clause (2), (3) or (4), for any breach, violation, default, termination, cancellation, acceleration or
Lien that would not reasonably be expected to have a Material Adverse Effect on the Business or the Sellers.
(e) Absence of Certain Changes. Since January 29, 2005, the Business has been conducted in the ordinary course and
there has not been any change in the financial condition or results of operations of the Business that has had or would reasonably
be expected to have a Material Adverse Effect on the Business or the Sellers.
(f) Title to Properties; Encumbrances. A Seller has good title to or a valid leasehold interest in, or is licensed or otherwise
entitled to use, all of the Acquired Assets (other than the Accounts, to which Section 4.1(j) is applicable), free and clear of all
Liens other than Permissible Liens.
(g) Litigation. There are no actions, suits, proceedings or claims pending in arbitration or before any Governmental
Authority, against the Sellers in connection with the Business or any Acquired Asset, or to the Sellers' Knowledge, threatened
against any of the Sellers with respect to the Business or Acquired Assets, in each case that would reasonably be expected to
have a Material Adverse Effect on the Business or the Sellers.
(h) Books and Records. All Books and Records of the Sellers have been maintained accurately and in accordance with all
Requirements of Law applicable to the Sellers and the Business, except for any instances of inaccuracy or noncompliance that
would not reasonably be expected to have a Material Adverse Effect on the Business or the Sellers.
(i) Compliance with Laws. Except to the extent that any of the following would not reasonably be expected to have a
Material Adverse Effect on the Business or the Sellers, the Sellers are in compliance with all Requirements of Law relating to
the Business and the Acquired Assets.
(j) Accounts. Except to the extent that any of the following would not reasonably be expected to have a Material Adverse
Effect on the Business or the Sellers:
(1) A Seller is the sole owner of and has good title to the Accounts, the Gross Receivables and the Securitization
Assets (subject in each case to Permissible Liens). This Agreement shall, following the Closing Date, and subject to the
filing of appropriate financing statements and all required continuations, amendments and replacements thereof, vest in
the Purchaser all right, title and interest of the Sellers in and to the Accounts, the Gross Receivables and the Securitization
Assets, free and clear of all Liens, other than Permissible Liens.
(2) Each Account Agreement (other than any Account Agreement with respect to any Charged Off Account) is a
valid and legally binding obligation of each obligor thereunder, including any cosigner, guarantor or surety, and is
enforceable against such obligors in accordance with its terms, subject to (i) possible claims and defenses on disputed card
transactions asserted by a
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