Neiman Marcus 2009 Annual Report Download - page 228

(g) Servicing Qualifications. The Purchaser is, and as of the Closing Date shall be, licensed and qualified in all
jurisdictions necessary to service the Accounts 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 Purchaser or the Business or on
the ability of the Purchaser to perform its duties as servicer under the Pooling and Servicing Agreement following the Closing
Date.
(h) Financing. The Purchaser has sufficient cash, available lines of credit or other sources of immediately available funds
to enable it to pay the Estimated Purchase Price as required by Section 3.1(c) and to timely pay any other amounts to be paid by
it under this Agreement.
(i) Litigation. There are no actions, suits, proceedings or claims pending, in arbitration or before any Governmental
Authority, against the Purchaser Parent or Purchaser or any of their assets that would be reasonably expected to have a Material
Adverse Effect with respect to the Purchaser or on the Business following the Closing Date.
(j) No Brokers or Finders. Any liability incurred by the Purchaser or its 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 shall be borne by the Purchaser.
(k) Restricted Securities. The Purchaser understands that certain of the Certificates (as defined in the Pooling and
Servicing Agreement) are "restricted securities" under applicable U.S. federal and state securities laws and that, pursuant to such
laws, the Purchaser or the Purchaser's Designee must hold those securities indefinitely unless they are registered with the SEC
and qualified by applicable state Governmental Authorities or an exemption from such registration and qualification is available.
SECTION 4.3. No Other Representations or Warranties; No Recourse. Except as expressly set forth in this Article IV,
neither the Sellers nor the Purchaser have made or make any other express or implied representations, or any express or implied
warranty, either written or oral, with respect to the Acquired Assets, the Assumed Liabilities, the Sellers, the Business or the
Purchaser, respectively, or as to any other matter whatsoever. Except as otherwise expressly provided herein or in any Ancillary
Agreement, the sale of the Acquired Assets is without recourse of any kind to the Parent or its Affiliates.
ARTICLE V
COVENANTS
SECTION 5.1. Conduct of Business. (a) Except as otherwise contemplated hereby or by the Ancillary Agreements, and
except for transactions in the ordinary course of business, until the Closing Date, the Parent and BG shall use their respective
commercially
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