Neiman Marcus 2008 Annual Report Download - page 728

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 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.
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