Neiman Marcus 2009 Annual Report Download - page 336

(A) the Bank Companies are in compliance with all requirements of Applicable Law relating
to their Credit Card business; and
(B) none of the Bank Companies or any of their Affiliates is subject to any capital plan or
supervisory agreement, cease-and-desist or similar order or directive or memorandum of
understanding between it and any Governmental Authority or issued by any
Governmental Authority, nor has any of them adopted any board resolutions at the
request of any Governmental Authority.
(ii) None of the Bank Companies or 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 operation of
their Credit Card business; and the Bank Companies are not aware of any fact or circumstance that would
in any way delay or impede their ability to perform all of their obligations under the Program.
(f) Servicing Qualifications. The Bank Companies are 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 the Bank Companies to perform their
obligations under this Agreement. Primary Servicer has all necessary facilities, equipment, supplies and such other resources as are
reasonably necessary to provide any Services required to be provided by it pursuant to Section 7.2.
(g) Bank Licensed Marks. Bank has the right, power and authority to grant the rights to use the Bank
Licensed Marks expressly granted herein.
(h) Books and Records. All books and records of the Bank Companies and their Affiliates related to their
Credit Card business have been maintained accurately and in accordance with all requirements of Applicable Law applicable to Bank
and its 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 Bank Companies to perform their obligations under this Agreement.
(i) Insurance. The Bank 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 Bank Companies to perform their obligations under this Agreement.
11.3 No other Representations or Warranties. Except as expressly set forth in Sections 11.1 and 11.2, neither
Bank nor NMG has made or makes any other express or implied representations, or any express or implied warranty, either written or
oral, with respect to the
85