Neiman Marcus 2008 Annual Report Download - page 186

(c) The Trustee may be removed with respect to any series of Securities at any time by Act of the Holders of a
majority in principal amount of the Outstanding Securities of that series, delivered to the Trustee and 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 removal, the Trustee subject to removal may petition any court of competent jurisdiction for the
appointment of a successor Trustee.
(d) If at any time:
(1) the Trustee shall fail to comply with Section 310(b) of the Trust Indenture Act pursuant to Section 608
with respect to any series of Securities after written request therefor by the Company or by any Securityholder who has been
a bona fide Holder of a Security of that series for at least 6 months, or
(2) the Trustee shall cease to be eligible under Section 609 with respect to any series of Securities and shall
fail to resign after written request therefor by the Company or by any such Securityholder, or
(3) the Trustee shall become incapable of acting with respect to any series of Securities, or
(4) the Trustee shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation,
then, in any such case, (i) the Company by a Board Resolution may remove the Trustee, with respect to the series, or in the case of
Clause (4), with respect to all series, or (ii) subject to Section 514, any Securityholder who has been a bona fide Holder of a Security
of such series for at least 6 months may, on behalf of himself and all others similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the appointment of a successor Trustee with respect to the series, or, in the case of
Clause (4), with respect to all series.
(e) If the Trustee shall resign, be removed or become incapable of acting with respect to any series of
Securities, or if a vacancy shall occur in the office of the Trustee with respect to any series of Securities for any cause, the
Company, by a Board Resolution, shall promptly appoint a successor Trustee for that series of Securities. If, within one year
after such resignation, removal or incapacity, or the occurrence of such vacancy, a successor Trustee with respect to such
series of Securities shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities
of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its
acceptance of such appointment, become the successor Trustee with respect to such series and supersede the successor
Trustee appointed by the Company with respect to such series. If no successor Trustee with respect to such series shall have
been so appointed by the Company or the Securityholders of such series and accepted appointment in the manner hereinafter
provided, subject to Section 514, any Securityholder who has been a bona fide Holder of a Security of that series for at least 6
months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to such series.
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