Neiman Marcus 2008 Annual Report Download - page 482

(d) Disposition of Collateral. No Grantor will sell, lease, transfer or otherwise dispose of the
Collateral except for sales, leases, transfers and other dispositions specifically permitted pursuant to the terms of the Term Loan Credit
Agreement.
(e) Liens. No Grantor will create, incur, or suffer to exist any Lien on the Collateral except
(i) the security interest created by this Agreement and (ii) Permitted Liens.
(f) Other Financing Statements. No Grantor will authorize the filing of any financing
statement naming it as debtor covering all or any portion of the Collateral, except to cover security interests that are Permitted Liens.
Each Grantor acknowledges that it is not authorized to file any financing statement or amendment or termination statement with
respect to any financing statement without the prior written consent of the Agent, subject to such Grantor's rights under
Section 9-509(d)(2) of the UCC. Without limiting the foregoing, each Grantor shall use its commercially reasonable efforts to ensure
that any financing statement filed by any Person with respect to Consignment Inventory shall clearly indicate that such financing
statement relates to a consignment transaction with respect to such Consignment Inventory between the applicable Grantor and such
Person.
(g) Change of Name, Etc. Each Grantor agrees to furnish to the Agent prompt written notice of
any change in: (i) such Grantor's name; (ii) the location of such Grantor's chief executive office or its principal place of business;
(iii) such Grantor's organizational legal entity designation or jurisdiction of incorporation or formation; (iv) such Grantor's Federal
Taxpayer Identification Number or organizational identification number assigned to it by its jurisdiction of incorporation or formation;
or (v) the acquisition by such Grantor of any material property for which additional filings or recordings are necessary to perfect and
maintain the Agent's security interest therein (to the extent perfection of the security interest in such property is required by the terms
hereof). Each Grantor agrees not to effect or permit any change referred to in the preceding sentence unless all filings have been made
under the Uniform Commercial Code or other applicable law that are required in order for the Agent to continue at all times following
such change to have a valid, legal and perfected, first priority security interest (subject to the terms of the Intercreditor Agreement and
to Permitted Liens that have priority by operation of applicable law) in the Collateral for its benefit and the benefit of the other
Secured Parties.
(h) Compliance with Terms. Each Grantor will perform and comply in all material respects with
all obligations in respect of the Collateral and all material agreements relating to the Collateral to which it is a party or by which it is
bound.
Section 4.2. Receivables.
(a) Certain Agreements on Receivables. No Grantor will make or agree to make any discount,
credit, rebate or other reduction in the original amount owing on a Receivable or accept in satisfaction of a Receivable less than the
original amount thereof, except that, prior to the occurrence of an Event of Default, any Grantor may reduce the amount of Accounts,
whether from the sale of Inventory or otherwise, in accordance with its present policies and in the ordinary course of business.
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