Neiman Marcus 2008 Annual Report Download - page 496

Section 10.2. Authorization for Secured Party to Take Certain Action.
(a) Each Grantor irrevocably authorizes the Agent and appoints the Agent as its attorney in fact
(i) at any time and from time to time in the sole discretion of the Agent (1) to execute on behalf of such Grantor as debtor and to file
financing statements necessary or desirable in the Agent's reasonable discretion to perfect and to maintain the perfection and priority
of the Agent's security interest in the Collateral, (2) to file a carbon, photographic or other reproduction of this Agreement or any
financing statement with respect to the Collateral as a financing statement and to file any other financing statement or amendment of a
financing statement (which would not add new collateral or add a debtor) in such offices as the Agent in its reasonable discretion
deems necessary or desirable to perfect and to maintain the perfection and priority of the Agent's security interest in the Collateral,
(3) to contact and enter into one or more agreements with the issuers of uncertificated securities which are Pledged Collateral or with
securities intermediaries holding Pledged Collateral as may be necessary or advisable to give the Agent Control over such Pledged
Collateral, and (4) to discharge past due taxes, assessments, charges, fees or Liens on the Collateral (except for Permitted Liens);
(ii) at any time following the occurrence and during the continuance of an Event of Default, (1) to endorse and collect any cash
proceeds of the Collateral and to apply the proceeds of any Collateral received by the Agent to the Obligations as provided herein or in
any other Term Loan/Note Document, subject to the terms of the Intercreditor Agreement, (2) to demand payment or enforce payment
of the Receivables in the name of the Agent or any Grantor and to endorse any and all checks, drafts, and other instruments for the
payment of money relating to the Receivables, (3) to sign any Grantor's name on any invoice or bill of lading relating to the
Receivables, drafts against any Account Debtor of such Grantor, assignments and verifications of Receivables, (4) to exercise all of
any Grantor's rights and remedies with respect to the collection of the Receivables and any other Collateral, (5) to settle, adjust,
compromise, extend or renew the Receivables (including, without limitation, making, settling and adjusting claims in respect of
Collateral under policies of insurance and making all determinations and decisions with respect thereto, subject to the terms of the
Intercreditor Agreement), (6) to settle, adjust or compromise any legal proceedings brought to collect Receivables, (7) to prepare, file
and sign any Grantor's name on a proof of claim in bankruptcy or similar document against any Account Debtor of such Grantor,
(8) to prepare, file and sign any Grantor's name on any notice of Lien, assignment or satisfaction of Lien or similar document in
connection with the Receivables, (9) to change the address for delivery of mail addressed to any Grantor to such address as the Agent
may designate and to receive, open and dispose of all mail addressed to such Grantor; and (iii) to do all other acts and things necessary
to carry out the terms of this Agreement; and each Grantor agrees to reimburse the Agent on demand for any reasonable payment
made or any reasonable documented expense incurred by the Agent in connection with any of the foregoing; provided that this
authorization shall not relieve any Grantor of any of its obligations under this Agreement, the Term Loan Credit Agreement or the
Existing Notes Indenture.
(b) All acts of said attorney or designee are hereby ratified and approved by the Grantors. The
powers conferred on the Agent, for the benefit of the Agent and Secured Parties, under this Section 10.2 are solely to protect the
Agent's interests in the Collateral and shall not impose any duty upon the Agent or any Secured Party to exercise any such powers.
Section 10.3. PROXY. EACH GRANTOR HEREBY IRREVOCABLY CONSTITUTES AND APPOINTS
THE AGENT AS ITS PROXY AND ATTORNEY-IN-FACT (AS SET FORTH IN SECTION 10.2 ABOVE) WITH RESPECT TO
THE PLEDGED COLLATERAL, INCLUDING THE RIGHT TO VOTE SUCH PLEDGED COLLATERAL, WITH FULL POWER
OF SUBSTITUTION TO DO SO. IN ADDITION TO THE RIGHT TO VOTE ANY SUCH PLEDGED COLLATERAL,
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