Neiman Marcus 2008 Annual Report Download - page 185

Section 6.18. Disqualification; Conflicting Interests. The Trustee for the Securities of any series issued hereunder shall be
subject to the provisions of Section 310(b) of the Trust Indenture Act during the period of time provided for therein. In determining
whether the Trustee has a conflicting interest as defined in Section 310(b) of the Trust Indenture Act with respect to the Securities of
any series, there shall be excluded this Indenture with respect to Securities of any particular series of Securities other than that series.
Nothing herein shall prevent the Trustee from filing with the Commission the application referred to in the second to last paragraph of
Section 310(b) of the Trust Indenture Act.
Section 6.19. Corporate Trustee Required; Eligibility. There shall at all times be a Trustee hereunder with respect to each
series of Securities, which shall be either
(i) a corporation organized and doing business under the laws of the United States of America or of
any State, authorized under such laws to exercise corporate trust powers and subject to supervision or examination
by Federal or State authority, or
(ii) a corporation or other Person organized and doing business under the laws of a foreign
government that is permitted to act as Trustee pursuant to a rule, regulation or order of the Commission, authorized
under such laws to exercise corporate trust powers, and subject to supervision or examination by authority of such
foreign government or a political subdivision thereof substantially equivalent to supervision or examination
applicable to United States institutional trustees,
in either case having a combined capital and surplus of at least $50,000,000. If such corporation publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then for the purposes of this
Section, the combined capital and surplus of such corporation shall be deemed to be its combined capital and surplus as set forth in its
most recent report of condition so published. Neither the Company nor any person directly or indirectly controlling, controlled by, or
under common control with the Company shall serve as trustee for the Securities of any series issued hereunder. If at any time the
Trustee with respect to any series of Securities shall cease to be eligible in accordance with the provisions of this Section, it shall
resign immediately in the manner and with the effect specified in Section 610.
Section 6.110. Resignation of Successor.
(a) No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this
Article shall become effective until the acceptance of appointment by the successor Trustee under Section 611.
(b) The Trustee may resign with respect to any series of Securities at any time by giving written notice thereof
to the Company. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30
days after the giving of such notice of resignation, the resigning Trustee may petition, at the expense of the Company, any
court of competent jurisdiction for the appointment of a successor Trustee.
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