Neiman Marcus 2008 Annual Report Download - page 160

(c)
(i) If at any time the Depositary for a Global Security notifies the Company that it is unwilling or
unable to continue as Depositary for such Global Security or if at any time the Depositary for the Securities for such
series shall no longer be eligible or in good standing under the Securities Exchange Act of 1934, as amended, or
other applicable statute or regulation, the Company shall appoint a successor Depositary with respect to such Global
Security. If a successor Depositary for such Global Security is not appointed by the Company within 90 days after
the Company receives such notice or becomes aware of such ineligibility, the Company will execute, and the
Trustee or its agent, upon receipt of a Company Request for the authentication and delivery of individual Securities
of such series in exchange for such Global Security, will authenticate and make available for delivery individual
Securities of such series of like tenor and terms in an aggregate principal amount equal to the principal amount of
the Global Security in exchange for such Global Security.
(ii) The Company may at any time and in its sole discretion determine that the Securities of any
series or portion thereof issued or issuable in the form of one or more Global Securities shall no longer be
represented by such Global Security or Securities. In such event the Company will execute, and the Trustee, upon
receipt of a Company Request for the authentication and delivery of individual Securities of such series in exchange
in whole or in part for such Global Security, will authenticate and make available for delivery individual Securities
of such series of like tenor and terms in definitive form in an aggregate principal amount equal to the principal
amount of such Global Security or Securities representing such series or portion thereof in exchange for such Global
Security or Securities.
(iii) If specified by the Company pursuant to Sections 202 and 301 with respect to Securities issued or
issuable in the form of a Global Security, the Depositary for such Global Security may surrender such Global
Security in exchange in whole or in part for individual Securities of such series of like tenor and terms in definitive
form on such terms as are acceptable to the Company and such Depositary. Thereupon the Company shall execute,
and the Trustee or its agent shall authenticate and make available for delivery, without service charge, (1) to each
Person specified by such Depositary a new Security or Securities of the same series of like tenor and terms and of
any authorized denomination as requested by such Person in aggregate principal amount equal to and in exchange
for such Person's beneficial interest as specified by such Depositary in the Global Security; and (2) to such
Depositary a new Global Security of like tenor and terms and in an authorized denomination equal to the difference,
if any, between the principal amount of the surrendered Global Security and the aggregate principal amount of
Securities delivered to Holders thereof.
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