Neiman Marcus 2003 Annual Report Download - page 134

(d) Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.
Section 6.12. Notice of Defaults. Within 90 days after the occurrence of any default hereunder with respect to Securities of
any series, the Trustee shall transmit by mail to all Securityholders of such series, as their names and addresses appear in the Security
Register, notice of such default hereunder actually known to the Trustee, unless such default shall have been cured or waived;
provided, however, that, except in the case of a default in the payment of the principal of (or premium, if any) or interest on any
Security of such series or in the payment of any sinking or purchase fund installment or analogous obligation with respect to Securities
of such series, the Trustee shall be protected in withholding such notice if and so long as the board of directors, the executive
committee or a trust committee of directors and/or Responsible Officers of the Trustee in good faith determine that the withholding of
such notice is in the interests of the Securityholders of such series; and provided, further, that in the case of any default of the
character specified in Section 501(4) with respect to Securities of such series no such notice to Securityholders of such series shall be
given until at least 90 days after the occurrence thereof. For the purpose of this Section, the term "default", with respect to Securities
of any series, means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to
Securities of such series.
Section 6.13. Certain Rights of Trustee. Except as otherwise provided in Section 601:
(a) the Trustee may conclusively rely and shall be protected in acting or refraining from acting upon any
resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, note,
other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented
by the proper party or parties;
(b) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company
Request or Company Order and any resolution of the Board of Directors may be sufficiently evidenced by a Board
Resolution;
(c) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved
or established prior to taking, suffering or omitting any action hereunder, the Trustee (unless other evidence be herein
specifically prescribed) may, in the absence of bad faith on its part, rely upon an Officers' Certificate;
(d) the Trustee may consult with counsel of its selection and the advice of such counsel or any Opinion of
Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it
hereunder in good faith and in reliance thereon;
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