Neiman Marcus 2009 Annual Report Download - page 333

and agreements relating to the Program and this Agreement executed by such NMG Company pursuant hereto. The execution and
delivery by the NMG Companies of this Agreement and all documents, instruments and agreements executed and delivered by the
NMG Companies pursuant hereto, and the consummation by the NMG Companies of the transactions specified herein, have been duly
and validly authorized and approved by all necessary corporate actions of the NMG Companies. This Agreement (i) has been duly
executed and delivered by the NMG Companies, (ii) constitutes the valid and legally binding obligation of the NMG 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. Subject to receipt of any licenses and qualifications required for NMG to perform
its servicing obligations under the Servicing Agreement, the execution, delivery and performance of this Agreement by each of the
NMG Companies, their compliance with the terms hereof, and 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 NMG or any of its Subsidiaries is a party or by which they are bound, or to which any of the assets of NMG 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 NMG Companies; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the
NMG Companies; (iv) require the consent or approval of any other party to any contract, instrument or commitment to which any
NMG 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 NMG Companies, the
Program, the Accounts, Cardholder Indebtedness or the NMG Companies' ability to perform their obligations under this Agreement.
(d) No Litigation. No action, claim, litigation, proceeding, arbitration or investigation is pending or, to the
Knowledge of NMG, threatened against NMG or any of its Subsidiaries, at law, in equity or otherwise, by or before any
Governmental Authority, to which 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.
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