Neiman Marcus 2003 Annual Report Download - page 111

Section 2.13. Form of Trustee's Certificate of Authentication. The form of Trustee's Certificate of Authentication for any
Security issued pursuant to this Indenture shall be substantially as follows:
TRUSTEE'S CERTIFICATE OF AUTHENTICATION
This is one of the Securities referred to in the within-mentioned Indenture.
THE BANK OF NEW YORK,
as Trustee,
By:
Authorized Signatory
Section 2.14. Securities Issuable in the Form of a Global Security.
(a) If the Company shall establish pursuant to Sections 202 and 301 that the Securities of a particular series
are to be issued in whole or in part in the form of one or more Global Securities, then the Company shall execute and the
Trustee or its agent shall, in accordance with Section 303 and the Company Order delivered to the Trustee or its agent
thereunder, authenticate and make available for delivery, such Global Security or Securities, which (i) shall represent, and
shall be denominated in an amount equal to the aggregate principal amount of, the Outstanding Securities of such series to be
represented by such Global Security or Securities, or such portion thereof as the Company shall specify in a Company Order,
(ii) shall be registered in the name of the Depositary for such Global Security or Securities or its nominee, (iii) shall be
delivered by the Trustee or its agent to the Depositary or pursuant to the Depositary's instruction and (iv) shall bear a legend
substantially to the following effect: "Unless this certificate is presented by an authorized representative of the Depositary to
Issuer or its agent for registration of transfer, exchange, or payment, and any certificate issued is registered in the name of the
nominee of the Depositary or in such other name as is requested by an authorized representative of the Depositary (and any
payment is made to the nominee of the Depositary or to such other entity as is requested by an authorized representative of
the Depositary), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, the nominee of the Depositary, has an interest
herein."
(b) Notwithstanding any other provision of this Section 204 or of Section 305, and subject to the provisions of
paragraph (c) below, unless the terms of a Global Security expressly permit such Global Security to be exchanged in whole
or in part for individual Securities, a Global Security may be transferred, in whole but not in part and in the manner provided
in Section 305, only to a nominee of the Depositary for such Global Security, or to the Depositary, or a successor Depositary
for such Global Security selected or approved by the Company, or to a nominee of such successor Depositary.
14