Neiman Marcus 2008 Annual Report Download - page 178

Section 5.16. Application of Money Collected. Any money collected by the Trustee with respect to a series of Securities
pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution
of such money on account of principal (or premium, if any) or interest, upon presentation of the Securities of such series and the
notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:
FIRST: To the payment of all amounts due the Trustee under Section 607.
SECOND: To the payment of the amounts then due and unpaid upon the Securities of that series for principal (and premium,
if any) and interest, in respect of which or for the benefit of which such money has been collected, ratably, without preference or
priority of any kind, according to the amounts due and payable on such Securities for principal (and premium, if any) and interest,
respectively.
THIRD: If any, to the Company.
Section 5.17. Limitation on Suits. No Holder of any Security of any series shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or trustee, or for any other remedy hereunder,
unless
(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with
respect to Securities of such series;
(2) the Holders of not less than 25% in principal amount of the Outstanding Securities of such series shall
have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as
Trustee hereunder;
(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request;
(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute
any such proceeding; and
(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period
by the Holders of a majority in principal amount of the outstanding Securities of such series;
it being understood and intended that no one or more Holders of Securities of such series shall have any right in any manner whatever
by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other Holders of
Securities of such series, or to obtain or to seek to obtain priority or preference over any other such Holders or to enforce any right
under this Indenture, except in the manner herein provided and for the equal and proportionate benefit of all the Holders of all
Securities of such series.
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