Neiman Marcus 2008 Annual Report Download - page 609

Cardholder Indebtedness or the Bank Companies' ability to perform their obligations under this Agreement. The Bank Companies
have all necessary licenses, permits, consents or approvals from or by, and have made all necessary filings and registrations with, all
governmental authorities having jurisdiction, to the extent required for the ownership, lease or conduct and operation of their
businesses and the Credit Card Business pursuant to this Agreement, except to the extent that the failure to obtain such licenses,
permits, consents or approvals or to make such filings or registrations would not reasonably be expected to have, individually or in the
aggregate, a material adverse effect upon the Bank Companies, the Program, the Accounts, Cardholder Indebtedness or the Bank
Companies' ability to perform their obligations under this Agreement.
(b) Capacity; Authorization; Validity. Each Bank Company has all necessary corporate or similar power and authority to
(i) execute and enter into this Agreement, and (ii) perform the obligations required of such Bank Company hereunder and the other
documents, instruments and agreements relating to the Program and this Agreement executed by such Bank Company pursuant hereto.
The execution and delivery by the Bank Companies of this Agreement and all documents, instruments and agreements executed and
delivered by the Bank Companies pursuant hereto, and the consummation by the Bank Companies of the transactions specified herein,
have been duly and validly authorized and approved by all necessary corporate or similar actions of the Bank Companies. This
Agreement (i) has been duly executed and delivered by the Bank Companies, (ii) constitutes the valid and legally binding obligation
of the Bank Companies, and (iii) is enforceable in accordance with its terms (subject to applicable bankruptcy, insolvency,
reorganization, receivership or other laws affecting the rights of creditors generally and by general equity principles including those
respecting the availability of specific performance).
(c) Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by each of the Bank Companies, their
compliance with the terms hereof, and the consummation of the transactions specified herein will not (i) conflict with, violate, result in
the breach of, constitute an event which would, or with the lapse of time or action by a third party or both would, result in a default
under, or accelerate the performance required by, the terms of any contract, instrument or agreement to which any of Bank Parent or
any of its Subsidiaries is a Party or by which they are bound, or to which any of the assets of Bank Parent or any of its Subsidiaries are
subject; (ii) conflict with or violate the articles of incorporation or by-laws, or any other equivalent organizational document(s), of the
Bank Companies; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the Bank Companies;
(iv) require the consent or approval of any other Party to any contract, instrument or commitment to which any Bank Company is a
Party or by which it is bound; or (v) require any filing with, notice to, consent or approval of, or any other action to be taken with
respect to, any Governmental Authority, except, in the cases of clauses (i) and (iii)-(v), for such conflicts, breaches, defaults,
violations or failures to obtain such consents or approvals or make or obtain such filings, notices, consents and approvals as would not
reasonably be expected to have, individually or in the aggregate, a material adverse effect upon the Bank Companies, the Program, the
Accounts, Cardholder Indebtedness or the ability of the Bank Companies to perform their obligations under this Agreement.
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