Neiman Marcus 2009 Annual Report Download - page 452

ARTICLE III
REPRESENTATIONS AND WARRANTIES
Section 3.01. Representations and Warranties of Servicer. Servicer represents and warrants to Bank as follows:
(a) Organization. Servicer (i) is a corporation duly organized, validly existing and in good standing under the
laws of the jurisdiction of its incorporation, (ii) is duly licensed or qualified to do business and is in good standing as a foreign
corporation in all jurisdictions in which the conduct of its business or the activities in which it is engaged 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 on its ability to perform its obligations hereunder, and (iii) has all necessary licenses, permits,
consents or approvals from or by, and has 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 its business, 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 on its ability to perform its obligations under this Agreement.
(b) Capacity; Authorization; Validity. Servicer has all necessary corporate power and authority to (i) execute
and enter into this Agreement, and (ii) perform its obligations hereunder and the other documents, instruments and agreements relating
to this Agreement executed by it pursuant hereto. The execution and delivery by Servicer of this Agreement and all documents,
instruments and agreements executed and delivered by Servicer pursuant hereto, and the consummation by Servicer of the transactions
specified herein, have been duly and validly authorized and approved by all necessary corporate actions of Servicer. This Agreement
(i) has been duly executed and delivered by Servicer, (ii) constitutes the valid and legally binding obligation of Servicer, 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 Servicer, its
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 Servicer is a party or by which
it is bound, or to which any of the assets of Servicer is subject; (ii) conflict with or violate the articles of incorporation or by-laws of
Servicer; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to Servicer; (iv) require the consent
or approval of any other party to any contract, instrument or commitment to which Servicer 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
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