Neiman Marcus 2008 Annual Report Download - page 480

Section 3.10. No Financing Statements, Security Agreements. No financing statement or security
agreement describing all or any portion of the Collateral that has not lapsed or been terminated naming a Grantor as debtor has been
filed or is of record in any jurisdiction except (a) for financing statements or security agreements naming the Agent on behalf of the
Secured Parties as the secured party and (b) Permitted Liens.
Section 3.11. Pledged Collateral.
(a) Exhibit F sets forth a complete and accurate list of all of the Pledged Collateral and the
percentage of the total issued and outstanding Equity Interests of the issuer represented thereby (except any Equity Interests in respect
of which a Grantor owns less than 10% of the Equity Interests of the issuer of such Equity Interests). Each Grantor is the direct, sole
beneficial owner and sole holder of record of the Pledged Collateral listed on Exhibit F as being owned by it, free and clear of any
Liens, except for the security interest granted to the Agent for the ratable benefit of the Secured Parties hereunder and Permitted
Liens. Each Grantor further represents and warrants that (i) all Pledged Collateral constituting an Equity Interest has been (to the
extent such concepts are relevant with respect to such Pledged Collateral) duly authorized and validly issued by the issuer thereof and
are fully paid and non-assessable, (ii) with respect to any certificates delivered to the Agent representing an Equity Interest, either such
certificates are Securities as defined in Article 8 of the UCC as a result of actions by the issuer or otherwise, or, if such certificates are
not Securities, such Grantor has so informed the Agent so that the Agent may take steps to perfect its security interest therein as a
General Intangible, (iii) it shall have used commercially reasonable efforts to ensure that all Pledged Collateral held by a securities
intermediary is covered by a control agreement among the applicable Grantor, the securities intermediary and the Agent pursuant to
which the Agent has Control and (iv) all Pledged Collateral that represents Indebtedness owed to any Grantor has been duly
authorized, authenticated or issued and delivered by the issuer of such Indebtedness, is the legal, valid and binding obligation of such
issuer and such issuer is not in default thereunder.
(b) (i) None of the Pledged Collateral has been issued or transferred in violation of the securities
registration, securities disclosure or similar laws of any jurisdiction to which such issuance or transfer may be subject, (ii) none of the
Pledged Collateral is or will be subject to any option, right of first refusal, shareholders agreement, charter or by-law provisions or
contractual restriction of any nature that might prohibit, impair, delay or otherwise affect the pledge of such Pledged Collateral
hereunder, the sale or disposition thereof pursuant hereto or the exercise by the Agent of rights and remedies hereunder, and (iii) no
consent, approval, authorization, or other action by, and no giving of notice, filing with, any governmental authority or any other
Person is required for the pledge by the Grantors of the Pledged Collateral pursuant to this Agreement or for the execution, delivery
and performance of this Agreement by the Grantors, or for the exercise by the Agent of the voting or other rights provided for in this
Agreement or for the remedies in respect of the Pledged Collateral pursuant to this Agreement, except as may be required in
connection with such disposition by laws affecting the offering and sale of securities generally.
(c) Except as set forth on Exhibit F, none of the Pledged Collateral which represents
Indebtedness owed to a Grantor is subordinated in right of payment to other Indebtedness or subject to the terms of an indenture.
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