Neiman Marcus 2009 Annual Report Download - page 334

(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 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, 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)
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