Neiman Marcus 2009 Annual Report Download - page 453

such filings, notices, consents and approvals as would not reasonably be expected to have, individually or in the aggregate, a material
adverse effect upon Servicer's ability to perform its obligations under this Agreement.
(d) Litigation. No action, claim, litigation, proceeding, arbitration or investigation is pending or, to the
Knowledge of Servicer, threatened against Servicer or any of its Subsidiaries, at law, in equity or otherwise, by or before any
Governmental Authority, to which Servicer or any of its Subsidiaries is a party, which would reasonably be expected to have,
individually or in the aggregate, a material adverse effect on the ability of Servicer to perform its obligations under this Agreement.
(e) Facilities and Equipment. Servicer has all necessary facilities, equipment, supplies and such other
resources as are reasonably necessary to provide the Services under this Agreement.
(f) Solvency. Servicer is Solvent.
Section 3.02. Representations and Warranties of Bank. Bank represents and warrants to Servicer as follows:
(a) Organization. Bank (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. Bank 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 Bank of this Agreement and all documents, instruments
and agreements executed and delivered by Bank pursuant hereto, and the consummation by Bank of the transactions specified herein,
have been duly and validly authorized and approved by all necessary corporate actions of Bank. This Agreement (i) has been duly
executed and delivered by Bank, (ii) constitutes the valid and legally binding obligation of Bank, 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).
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