Neiman Marcus 2008 Annual Report Download - page 177

Section 5.14. Trustee May File Proofs of Claim. In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, adjustment, composition or other judicial proceeding relative to the Company or any other
obligor upon the Securities or the property of the Company or of such other obligor or their creditors, the Trustee (irrespective of
whether the principal of the Securities shall then be due and payable as therein expressed or by declaration or otherwise and irre-
spective of whether the Trustee shall have made any demand on the Company for the payment of overdue principal or interest) shall
be entitled and empowered, by intervention in such proceedings or otherwise,
(i) to file and prove a claim for the whole amount of principal (and premium, if any) and interest
owing and unpaid in respect of the Securities and to file such other papers or documents as may be necessary and
advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel and all other amounts due the Trustee under
Section 607) and of the Securityholders allowed in such judicial proceeding, and
(ii) to collect and receive any moneys or other property payable or deliverable on any such claims
and to distribute the same;
and any receiver, assignee, trustee, liquidator, sequestrator (or other similar official) in any such judicial proceeding is hereby
authorized by each Securityholder to make such payment to the Trustee and in the event that the Trustee shall consent to the making
of such payments directly to the Securityholders, to pay to the Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section
607.
Nothing herein contained shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of
any Securityholder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any
Holder thereof, or to authorize the Trustee to vote in respect of the claim of any Securityholder in any such proceeding.
Section 5.15. Trustee May Enforce Claims Without Possession of Securities. All rights of action and claims under this
Indenture or the Securities of any series may be prosecuted and enforced by the Trustee without the possession of any of the Securities
of such series or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be
brought in its own name as trustee of an express trust, and any recovery of judgment shall after provision for the payment of the
reasonable compensation, expenses, disbursements and advances of the Trustee, its agent and counsel and any other amounts due the
Trustee under Section 607, be for the ratable benefit of the Holders of the Securities of the series in respect of which such judgment
has been recovered.
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