Neiman Marcus 2009 Annual Report Download - page 237

(h) Required Amendments and Confirmations. The Required Amendments and Confirmations shall have been obtained
and shall have become effective in accordance with their terms.
(i) Servicing Agreement. The Servicing Agreement shall have been duly executed and delivered by the other party thereto.
SECTION 7.2. Conditions to Obligations of the Purchaser. The obligations of the Purchaser to effect the Purchase and
Assumption are subject to the fulfillment or waiver by it in writing, at or prior to the Closing Date, of the following additional
conditions:
(a) Performance of Obligations. The Sellers shall have performed in all material respects all their covenants and
agreements set forth in this Agreement to the extent required to be performed at or prior to the Closing Date.
(b) Representations. The representations of the Parent set forth in this Agreement shall be true and correct as of (1) the
date of this Agreement and (2) the Closing Date (except that representations that by their terms speak as of the date of this
Agreement or some other date shall be true and correct only as of such date), except to the extent that any failure to be so true
and correct would not reasonably be expected to have a Material Adverse Effect on the Business or on the Sellers.
(c) Certificate. The Purchaser shall have received a certificate signed on the Sellers' behalf by an executive officer of the
Parent, dated the Closing Date, to the effect that the conditions set forth in Sections 7.2(a), 7.2(b) and 7.2(f) have been satisfied.
(d) Tax Opinion. The Purchaser shall have received copies of any Tax Opinions of Sellers' Securitization Counsel
required by the Securitization Documents in order to consummate the transactions contemplated hereby.
(e) Securitization Opinion. Any opinions of Sellers' counsel required in connection with the assumption of the roles of
seller and servicer under the Master Trust in order to consummate the transactions contemplated hereby shall be addressed to the
Purchaser and the Purchaser Parent.
(f) Release of Merger Financing Liens. Any Liens on the Acquired Assets incurred pursuant to any Merger Financing
Arrangement shall have been released at or prior to the Closing.
(g) Termination of New Securitization Assets. All indebtedness secured by series of certificates constituting New
Securitization Assets shall have been repaid concurrently with the Closing and, upon the request of Purchaser, all such series of
certificates constituting New Securitization Assets shall have been terminated and cancelled concurrently with the Closing.
SECTION 7.3. Conditions to Obligations of the Sellers. The obligations of the Sellers to effect the Purchase and
Assumption are subject to the fulfillment or waiver by them in writing, at or prior to the Closing Date, of the following additional
conditions:
(a) Performance. The Purchaser shall have performed in all material respects all its covenants and agreements set forth in
this Agreement to the extent required at or prior to the Closing Date.
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