Neiman Marcus 2008 Annual Report Download - page 608

NMG or any of its Subsidiaries is a party, which would reasonably be expected to have, individually or in the aggregate, a material
adverse effect upon the NMG Companies, the Program, the Accounts, Cardholder Indebtedness or the NMG Companies' ability to
perform their obligations under this Agreement.
(e) Compliance with Laws. Except to the extent that any of the following would not reasonably be expected to have,
individually or in the aggregate, a material adverse effect upon the Program or the ability of the NMG Companies to perform their
obligations under this Agreement, the NMG Companies are in compliance with all requirements of Applicable Law relating to the
Credit Card Business and neither of the NMG Companies nor any of their Affiliates is subject to any order, directive or restriction of
any kind issued by any Governmental Authority that restricts in any respect its ability to perform its obligations under the Program.
(f) Servicing Qualifications. NMG is or will be at the Effective Date licensed and qualified in all jurisdictions necessary to
service the Accounts in accordance with all Applicable Laws, except where the failure to be so qualified would not reasonably be
expected to have, individually or in the aggregate, a material adverse effect on the ability of NMG to perform its obligations under this
Agreement.
(g) Books and Records. All books and records of the NMG Companies related to the Credit Card Business have been
maintained accurately and in accordance with all requirements of Applicable Law applicable to the NMG Companies and the Credit
Card Business, except for any instances of inaccuracy or noncompliance that would not reasonably be expected to have a material
adverse effect on the ability of the NMG Companies to perform their obligations under this Agreement.
(h) Insurance. The NMG Companies maintain insurance policies with respect to their properties under such terms and conditions
as are (i) commercially reasonable and available from time to time and (ii) customary for similarly situated Persons engaged in similar
business, except in each case for insurance which a failure to maintain would not reasonable be expected to have a material adverse
effect on the ability of the NMG Companies to perform their obligations under this Agreement.
(i) The NMG Licensed Marks. NMG has the right, power and authority to grant the rights to use the NMG Licensed Marks
expressly granted herein.
11.2 General Representations and Warranties of the Bank Companies. Except as Previously Disclosed, the Bank Companies
hereby make the following representations and warranties to the NMG Companies as of the date hereof and as of the Effective Date:
(a) Corporate Existence. Each Bank Company: (i) is duly organized, validly existing and in good standing under the laws of the
jurisdiction of its incorporation; and (ii) is duly licensed or qualified to do business and is in good standing as a foreign entity in all
jurisdictions in which the conduct of the its business or the activities in which it is engaged, or proposes to engage pursuant to this
Agreement, makes such licensing or qualification necessary, except to the extent that its non-compliance would not reasonably be
expected to have, individually or in the aggregate, a material adverse effect upon the Bank Companies, the Program, the Accounts,
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