Neiman Marcus 2009 Annual Report Download - page 225

(6) each Securitization Document is a valid, legally binding agreement of the Seller or Subsidiary thereof that is
party thereto and each such Seller and Subsidiary and, to the Sellers' Knowledge, each other party thereto, is in
compliance in all material respects with its obligations thereunder.
(l) Investor Certificates. All of the outstanding investor certificates issued to any Person other than Sellers or any of their
Affiliates are properly characterized as indebtedness for federal income tax purposes.
(m) Required Amendments and Confirmations. The Required Amendments and Confirmations, insofar as they relate to
the Pooling and Servicing Agreement, do not adversely affect in any material respect the interests of any Class of Investor
Certificateholder of the Series 2000-1 certificates that has not consented thereto in accordance with the provisions of
Section 13.01(b) thereof.
(n) Merger Financing. Any Merger Financing Arrangement related to the Acquired Assets will not result in a default in
any material respect under the Securitization Documents.
(o) Servicing Qualifications. The Parent is or will be at the Closing Date licensed and qualified in all jurisdictions
necessary to conduct the servicing activities with respect to the Accounts in which it is engaged in accordance with all
applicable Requirements of Law, except where the failure to be so qualified would not reasonably be expected to have a
Material Adverse Effect on the Business or the Sellers.
(p) Taxes. The Sellers have filed all material Tax Returns that they were required to file on or before the date of this
Agreement (taking into account all applicable extensions) with respect to the Business, the Acquired Assets, the Assumed
Liabilities and the Master Trust and have paid all Taxes shown thereon as due and owing, the non-payment of which would
result in a Lien on any of the Acquired Assets.
(q) No Brokers or Finders. The Assumed Liabilities do not include any liability incurred by the Sellers or any of their
Affiliates for any financial advisory fees, brokerage fees, commissions or finder's fees directly or indirectly in connection with
this Agreement or the transactions contemplated hereby or by the Ancillary Agreements.
(r) Accuracy of Information. The Master File information previously delivered to the Purchaser prior to the date hereof
was accurate in all material respects as of the date thereof, and the information contained in the Master File to be conveyed as
part of the Acquired Assets will be complete and accurate in all material respects as of the Cut-Off Time.
SECTION 4.2. Representations of the Purchaser. Except as Previously Disclosed, the Purchaser represents to the Sellers
as follows:
(a) Existence and Authority. The Purchaser is a validly existing national credit card bank, duly organized and in good
standing under the laws of the United States, and has the corporate power and authority to carry on its business as now
conducted and to
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