Neiman Marcus 2008 Annual Report Download - page 164

(1) all instruments furnished to the Trustee conform to the requirements of the Indenture and constitute
sufficient authority hereunder for the Trustee to authenticate and deliver such Securities;
(2) the form and terms of such Securities have been established in conformity with the provisions of this
Indenture;
(3) such Securities, when completed by appropriate insertions and executed by the Company and delivered to
the Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance
with this Indenture and issued by the Company in the manner and subject to any conditions specified in such Opinion of
Counsel, will constitute legal, valid and binding obligations of the Company enforceable in accordance with their terms
(subject, as to enforcement of remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or other laws and
legal principles affecting creditors' rights generally from time to time in effect and to general equitable principles, whether
applied in an action at law or in equity); and
(4) the Indenture is qualified under the Trust Indenture Act; and, if the authentication and delivery relates to a
new series of Securities created by an indenture supplemental hereto, also stating that the Company has corporate power to
execute and deliver any such supplemental indenture and has taken all necessary corporate action for those purposes and any
such supplemental indenture has been executed and delivered and constitutes the legal, valid and binding obligation of the
Company enforceable in accordance with its terms (subject, as to enforcement of remedies, to applicable bankruptcy,
reorganization, insolvency, moratorium or other laws and legal principles affecting creditors' rights generally from time to
time in effect and to general equitable principles, whether applied in an action at law or in equity) and, if the authentication
and delivery relates to Securities of a series issued pursuant to Section 311, paragraphs (2) and (3) of the foregoing opinion
shall read as follows:
"(2) the form of such Securities and the procedures for determining the terms of such Securities as set forth in the
procedures relating thereto referred to in Section 311 have been established in conformity with the provisions of this
Indenture; and
(3) such Securities, when completed by appropriate insertions and executed by the Company and delivered to the
Trustee for authentication in accordance with this Indenture, authenticated and delivered by the Trustee in accordance with
this Indenture and issued, delivered and paid for in accordance with the applicable selling agency or distribution agreement,
will have been duly issued under the Indenture and will constitute the legal, valid and binding obligations of the Company
enforceable in accordance with their terms (subject, as to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, moratorium or other laws and legal principles affecting creditors' rights generally from time to time in effect and
to general equitable principles, whether applied in an action at law or in equity)."
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