Neiman Marcus 2008 Annual Report Download - page 495

such Secured Party shall take such action and cooperate with the Agent to ensure that the rights, powers and remedies of all Secured
Parties are exercised in full.
Section 9.6. Authorized Investments. Any and all funds held by the Agent in its capacity as Agent,
whether pursuant to any provision hereof or of any other Term Loan Security Document or otherwise, shall to the extent reasonably
practicable be invested by the Agent within a reasonable time in Cash Equivalents. Any interest earned on such funds shall be
disbursed in accordance with Section 5.4. The Agent may hold any such funds in a common interest bearing account. To the extent
that the interest rate payable with respect to any such account varies over time, the Agent may use an average interest rate in making
the interest allocations among the respective Secured Parties. The Agent shall have no duty to select investments which provide a
maximum return. In the absence of gross negligence or wilful misconduct, the Agent shall not be responsible for any investment
losses in respect of any funds invested in accordance with this Section.
Section 9.7. Bankruptcy Proceedings. The following provisions shall apply during any Bankruptcy
Proceeding of any Grantor:
(a) The Agent shall represent all Secured Parties in connection with all matters directly relating
to the Collateral, including, without limitation, any use, sale or lease of Collateral, use of cash collateral, request for relief from the
automatic stay and request for adequate protection; provided that the Agent shall not treat the Term Loan Lenders or the Existing
Noteholders differently form each other with respect to rights in the Collateral (except differences in respect of rights to receive the
proceeds thereof arising from differences in their interests as they may appear based on the relative amount of Obligations of each
such class of Secured Parties).
(b) Each Secured Party shall be free to act independently on any issue not affecting the
Collateral. Each Secured Party shall give prior notice to the Agent of any such action that could materially affect the rights or interests
of the Agent or the other Secured Parties to the extent that such notice is reasonably practicable. If such prior notice is not given, such
Secured Party shall give prompt notice following any action taken hereunder.
(c) Any proceeds of the Collateral received by any Secured Party as a result of, or during, any
Bankruptcy Proceeding will be delivered promptly to the Agent for distribution in accordance with Section 5.4.
ARTICLE X
ACCOUNT VERIFICATION; ATTORNEY IN FACT; PROXY
Section 10.1. Account Verification. The Agent may at any time and from time to time following the
occurrence and during the continuance of an Event of Default, in the Agent's own name, in the name of a nominee of the Agent, or in
the name of any Grantor communicate (by mail, telephone, facsimile or otherwise) with the Account Debtors of such Grantor, parties
to contracts with such Grantor and obligors in respect of Instruments of such Grantor to verify with such Persons, to the Agent's
satisfaction, the existence, amount, terms of, and any other matter relating to, Accounts, Instruments, Chattel Paper, payment
intangibles and/or other Receivables that are Collateral.
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