Neiman Marcus 2008 Annual Report Download - page 729

(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).
(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,
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