Neiman Marcus 2009 Annual Report Download - page 454

(c) Conflicts; Defaults; Etc. The execution, delivery and performance of this Agreement by Bank, 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 Bank is a party or by which it
is bound, or to which any of the assets of Bank is subject; (ii) conflict with or violate the articles of incorporation or by-laws of Bank;
(iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to Bank; (iv) require the consent or approval
of any other party to any contract, instrument or commitment to which Bank 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 Bank'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 Bank, threatened against Bank or any of its Affiliates, at law, in equity or otherwise, by or before any Governmental
Authority, to which Bank 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 Bank to perform its obligations under this Agreement.
(e) Solvency. Bank is Solvent.
ARTICLE IV
ADDITIONAL COVENANTS
Section 4.01. Further Assurances. From time to time after the execution of this Agreement, as and when requested
by either Party, the other Party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments as
may be reasonably necessary to consummate the transactions contemplated by this Agreement.
Section 4.02. Modifications. Except as permitted by this Agreement, the Program Agreement, the Risk
Management Policies or the Operating Procedures, Servicer shall not enter into any agreement or arrangement reducing amounts
payable by Cardholders.
Section 4.03. Correction of Errors. Each of the Parties shall correct or cause to be corrected as promptly as
practicable any data processing or billing errors of which it receives knowledge that occur in the performance of the Services.
Section 4.04. Changes in Law.
(a) Bank shall notify Servicer from time to time, in a timely manner, of any expiration, revocation or
amendment of, or other material developments relating to, any requirements of Applicable Law affecting the provision by Servicer of
the Services (including
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