Neiman Marcus 2008 Annual Report Download - page 490

THIRD, to the Grantors, their successors or assigns, or as a court of competent jurisdiction may otherwise
direct.
Except as otherwise provided herein, the Agent shall have absolute discretion as to the time of application of any
such proceeds, moneys or balances in accordance with this Agreement. Upon any sale of Collateral by the Agent (including pursuant
to a power of sale granted by statute or under a judicial proceeding), the receipt of the Agent or of the officer making the sale shall be
a sufficient discharge to the purchaser or purchasers of the Collateral so sold and such purchaser or purchasers shall not be obligated to
see to the application of any part of the purchase money paid over to the Agent or such officer or be answerable in any way for the
misapplication thereof.
ARTICLE VI
CONCERNING THE EXISTING NOTES TRUSTEE AND HOLDERS OF 2028 DEBENTURES AND 2008 NOTES
Section 6.1. Agent's Consent to Serve. The Agent has consented to serve as Agent hereunder on the
express understanding, and the Existing Notes Trustee and each holder of 2028 Debentures and 2008 Notes, by accepting the benefits
of this Agreement, shall be deemed to have agreed, that the Agent shall have no duty and shall owe no obligation or responsibility
(fiduciary or otherwise) to the Existing Notes Trustee or such holders, other than the duty to perform its express obligations under this
Agreement in accordance with its terms. Without limiting the foregoing, each of the Existing Notes Trustee and each holder of 2028
Debentures and 2008 Notes, by accepting the benefits of this Agreement, shall be deemed to have waived any right it might have,
under applicable law or otherwise, to compel the sale or other disposition of any Collateral, and any obligation the Agent might have,
under applicable law or otherwise, to obtain any minimum price for any Collateral upon the sale thereof, it being expressly
understood, and the availability of the benefits of this Agreement to the Existing Notes Trustee and each holder of 2028 Debentures
and 2008 Notes being conditioned upon the understanding, that the sole right of the holders of the 2028 Debentures and the 2008
Notes shall be to receive their ratable share of any proceeds of Collateral in accordance with and subject to the provisions of this
Agreement, the Intercreditor Agreement and the other Term Loan Security Documents.
Section 6.2. Determination of Amounts of Obligations and Existence of Existing Notes Events of
Default; Acceleration. Whenever the Agent is required to determine the existence or amount of any of the Existing Notes Obligations
or the existence of any Existing Notes Event of Default for any purposes of this Agreement, it shall request written certification of
such existence or amount from the Existing Notes Trustee and shall be entitled to make such determination on the basis of such
certification; provided, however, that if, notwithstanding the request of the Agent, the Existing Notes Trustee shall fail or refuse
reasonably promptly to certify as to the existence or amount of any Existing Notes Obligation or the existence of any Existing Notes
Event of Default, the Agent shall be entitled to determine such existence or amount by such commercially reasonable method as the
Agent may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. The Agent
may rely conclusively, and shall be fully protected in so relying, on any determination made by it in accordance with the provisions of
the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to the Borrower, any
other Grantor, any Secured Party or any other Person as a result of such determination or any action taken pursuant thereto except to
the extent such liability is determined by a court of competent jurisdiction
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