Neiman Marcus 2009 Annual Report Download - page 238

(b) Representations. The representations of the Purchaser 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 any 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 following the Closing Date or
on the Purchaser.
(c) Certificate. The Sellers shall have received a certificate signed on the Purchaser's behalf by an executive officer of the
Purchaser, dated the Closing Date, to the effect that the conditions set forth in Sections 7.3(a) and 7.3(b) have been satisfied.
(d) Securitization Opinion. The Sellers shall have received copies of any opinions of Purchaser's counsel required by the
Securitization Documents, rating agencies or trustee in connection with the assumption of the roles of seller and servicer under
the Master Trust in order to consummate the transactions contemplated hereby.
(e) Purchaser Parent Guarantee. The Purchaser Parent Guarantee shall have been duly executed and delivered by the
Purchaser Parent.
SECTION 7.4. Opinion. For the avoidance of doubt, the opinions required by the Securitization Documents, rating
agencies or trustee in connection with the assumption of the roles of transferor and servicer under the Master Trust in order to
consummate the Securitization Assignment and Assumption and satisfy the conditions set forth in Sections 7.2 and 7.3 shall be
allocated between the Sellers and Purchaser as provided in this Section 7.4. Sellers shall, or shall cause their counsel to, provide (i) the
no material adverse affect opinion under Section 13.01(b) of the Pooling and Servicing Agreement in relation to the Required
Amendments and Confirmations insofar as such amendments relate to the Pooling and Servicing Agreement and (ii) the condition
precedent opinion required by Section 9.5(b) of each of the Receivables Purchase Agreements, dated as of March 1, 1995, as amended
and restated as of July 2, 2000, by and between the Parent and NFC and BG and NFC, respectively. The Purchaser shall, or shall cause
its counsel to, provide (i) opinions covering enforceability of any Securitization Documents assumed by the Purchaser or its Affiliates,
(ii) opinions relating to true sale and non-consolidation related to the transactions under the Securitization Documents following the
Securitization Assignment and Assumption and (iii) any other opinions that are customarily given by the Purchaser or its Affiliates in
connection with their respective securitizations.
ARTICLE VIII
TERMINATION
SECTION 8.1. Termination. This Agreement may be terminated at any time before the Closing Date only:
(a) by the written consent of the parties hereto;
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