Neiman Marcus 2009 Annual Report Download - page 335

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.
(d) No Litigation. No action, claim, litigation, proceeding, arbitration or investigation is pending or, to the
Knowledge of Bank, threatened against Bank Parent or any of its Subsidiaries, at law, in equity or otherwise, by or before any
Governmental Authority, to which Bank Parent 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 Bank Companies, the Program, the Accounts, Cardholder
Indebtedness or the ability of the Bank Companies to perform their obligations under this Agreement.
(e) Compliance with Laws.
(i) 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 Bank
Companies to perform their obligations under this Agreement,
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