Neiman Marcus 2008 Annual Report Download - page 730

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 Bank's ability to perform its obligations under this Agreement.
(d) Litigation. No action, claim, litigation, proceeding, arbitration or investigation is pending or, to the Knowledge of
Bank, threatened against Bank or any of its Affiliates, at law, in equity or otherwise, by or before any Governmental Authority, to
which Bank or any of its Subsidiaries is a party, which would reasonably be expected to have, individually or in the aggregate, a
material adverse effect on the ability of Bank to perform its obligations under this Agreement.
(e) Solvency. Bank is Solvent.
ARTICLE IV
ADDITIONAL COVENANTS
Section 4.01. Further Assurances. From time to time after the execution of this Agreement, as and when requested by
either Party, the other Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments as
may be reasonably necessary to consummate the transactions contemplated by this Agreement.
Section 4.02. Modifications. Except as permitted by this Agreement, the Program Agreement, the Risk Management
Policies or the Operating Procedures, Servicer shall not enter into any agreement or arrangement reducing amounts payable by
Cardholders.
Section 4.03. Correction of Errors. Each of the Parties shall correct or cause to be corrected as promptly as practicable any
data processing or billing errors of which it receives knowledge that occur in the performance of the Services.
Section 4.04. Changes in Law. Bank shall notify Servicer from time to time, in a timely manner, of the expiration,
revocation or amendment of, or other material developments relating to, any requirements of Applicable Law affecting the provision
by Servicer of the Services. If such changes in law materially increase Servicer's cost of providing the Services, the Management
Committee shall meet to discuss the increased cost and shall determine the allocation of such increased cost between the Parties.
Section 4.05. Cooperation. Each Party covenants that it shall use commercially reasonable efforts to cooperate with the
other Party in the servicing of the accounts.
Section 4.06. Facilities and Equipment.
(a) For as long as Servicer is providing Services hereunder, Servicer shall maintain in good working order all necessary
facilities, equipment, supplies and such other resources as are reasonably necessary to provide any Services in accordance with the
SLAs under this Agreement.
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