Neiman Marcus 2008 Annual Report Download - page 169

Section 3.19. Cancellation. All Securities surrendered for payment, redemption, transfer, or exchange or credit against a
sinking fund shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and, if not already canceled, shall be
promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated
and delivered hereunder which the Company may have acquired in any manner whatsoever, and all Securities so delivered shall be
promptly canceled by the Trustee. No Security shall be authenticated in lieu of or in exchange for any Securities canceled as provided
in this Section, except as expressly permitted by this Indenture. The Trustee shall deliver all canceled Securities to the Company.
Section 3.110. Computation of Interest. Unless otherwise provided as contemplated in Section 301, interest on the Securities
shall be calculated on the basis of a 360-day year of twelve 30-day months.
Section 3.111. Medium-Term. Notwithstanding any contrary provision herein, if all Securities of a series are not to be
originally issued at one time, it shall not be necessary for the Company to deliver to the Trustee an Officers' Certificate, Board
Resolution, supplemental indenture, Opinion of Counsel or Company Order otherwise required pursuant to Sections 102, 202, 301 and
303 at or prior to the time of authentication of each Security of such series if such documents are delivered to the Trustee or its agent
at or prior to the authentication upon original issuance of the first Security of such series to be issued; provided that any subsequent
request by the Company to the Trustee to authenticate Securities of such series upon original issuance shall constitute a representation
and warranty by the Company that as of the date of such request, the statements made in the Officers' Certificate or other certificates
delivered pursuant to Sections 102 and 202 shall be true and correct as if made on such date.
A Company Order, Officers' Certificate or Board Resolution or supplemental indenture delivered by the Company to the
Trustee in the circumstances set forth in the preceding paragraph may provide that Securities which are the subject thereof will be
authenticated and delivered by the Trustee or its agent on original issue from time to time in the aggregate principal amount
established for such series pursuant to such procedures acceptable to the Trustee as may be specified from time to time by Company
Order upon the telephonic, electronic or written order of persons designated in such Company Order, Officers' Certificate,
supplemental indenture or Board Resolution (any such telephonic or electronic instructions to be promptly confirmed in writing by
such persons) and that such persons are authorized to determine, consistent with such Company Order, Officers' Certificate,
supplemental indenture or Board Resolution, such terms and conditions of said Securities as are specified in such Company Order,
Officers' Certificate, supplemental indenture or Board Resolution.
Section 3.112. CUSIP Numbers. The Company in issuing the Securities may use "CUSIP" numbers (if then generally in
use), and, if so, the Trustee shall use "CUSIP" numbers in notices of redemption as a convenience to Holders; provided that any such
notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained
in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and
any such redemption shall not be affected by any defect in or omission of such numbers. The Company will promptly notify the
Trustee of any change in the "CUSIP" numbers.
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