Neiman Marcus 2008 Annual Report Download - page 607

NMG Companies' ability to perform their 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 upon the NMG Companies, the Program, the Accounts, Cardholder Indebtedness or the NMG
Companies' ability to perform their obligations under this Agreement.
(b) Capacity; Authorization; Validity. Each NMG Company has all necessary corporate power and authority to (i) execute and
enter into this Agreement, and (ii) perform the obligations required of such NMG Company hereunder and the other documents,
instruments and agreements relating to the Program and this Agreement executed by such NMG Company pursuant hereto. The
execution and delivery by the NMG Companies of this Agreement and all documents, instruments and agreements executed and
delivered by the NMG Companies pursuant hereto, and the consummation by the NMG Companies of the transactions specified
herein, have been duly and validly authorized and approved by all necessary corporate actions of the NMG Companies. This
Agreement (i) has been duly executed and delivered by the NMG Companies, (ii) constitutes the valid and legally binding obligation
of the NMG 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. Subject to receipt of any licenses and qualifications required for NMG to perform its servicing
obligations under the Servicing Agreement, the execution, delivery and performance of this Agreement by each of the NMG
Companies, their 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 NMG
or any of its Subsidiaries is a party or by which they are bound, or to which any of the assets of NMG 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
NMG Companies; (iii) breach or violate any Applicable Law or Applicable Order, in each case, applicable to the NMG Companies;
(iv) require the consent or approval of any other party to any contract, instrument or commitment to which any NMG 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 NMG Companies, the Program,
the Accounts, Cardholder Indebtedness or the NMG Companies' ability 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 NMG,
threatened against NMG or any of its Subsidiaries, at law, in equity or otherwise, by or before any Governmental Authority, to which
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