Neiman Marcus 2008 Annual Report Download - page 483

(b) Collection of Receivables. Except as otherwise provided in this Agreement, each Grantor
will collect and enforce, in accordance with its present policies and in the ordinary course of business, all amounts due or hereafter due
to such Grantor under the Receivables.
(c) Electronic Chattel Paper. If any Grantor at any time holds or acquires an interest in any
Electronic Chattel Paper or any "transferable record", as that term is defined in Section 201 of the Federal Electronic Signatures in
Global and National Commerce Act, or in Section 16 of the Uniform Electronic Transactions Act as in effect in any relevant
jurisdiction, such Grantor shall promptly notify the Agent thereof and, at the request of the Agent, shall take such action as the Agent
may reasonably request to vest in the Agent Control under UCC Section 9-105 of such Electronic Chattel Paper or control (to the
extent the meaning of "control" has not been clearly established under such provisions, "control" in this paragraph (c) to have such
meaning as the Agent shall in good faith specify in writing after consultation with the Borrower) under Section 201 of the Federal
Electronic Signatures in Global and National Commerce Act or, as the case may be, Section 16 of the Uniform Electronic
Transactions Act, as so in effect in such jurisdiction, of such transferable record. The Agent agrees with such Grantor that the Agent
will arrange, pursuant to procedures reasonably satisfactory to the Agent and so long as such procedures will not result in the Agent's
loss of Control or control, as applicable, for the Grantor to make alterations to the Electronic Chattel Paper or transferable record
permitted under UCC Section 9-105 or, as the case may be, Section 201 of the Federal Electronic Signatures in Global and National
Commerce Act or Section 16 of the Uniform Electronic Transactions Act for a party in Control to allow without loss of Control or
control, as applicable, unless an Event of Default has occurred and is continuing or would occur after taking into account any action
by such Grantor with respect to such Electronic Chattel Paper or transferable record.
Section 4.3. Delivery of Instruments, Securities, Chattel Paper and Documents. Each Grantor will
(a) deliver to the Agent immediately upon execution of this Agreement the originals of all Chattel Paper, Securities and Instruments
constituting Collateral (if any then exist), (b) hold in trust for the Agent upon receipt and promptly thereafter deliver to the Agent any
Chattel Paper, Securities and Instruments constituting Collateral received after the date hereof, (c) upon the Agent's request, deliver to
the Agent, and thereafter hold in trust for the Agent upon receipt and promptly deliver to the Agent any Document evidencing or
constituting Collateral and (d) upon the Agent's request, deliver to the Agent a duly executed amendment to this Agreement, in the
form of Exhibit H hereto (each, an "Amendment"), pursuant to which such Grantor will pledge any additional Collateral. Each
Grantor hereby authorizes the Agent to attach each Amendment to this Agreement and agrees that all additional collateral set forth in
such Amendments shall be considered to be part of the Collateral.
Section 4.4. Uncertificated Pledged Collateral. The Grantors will permit the Agent from time to time to
cause the appropriate issuers (and, if held with a securities intermediary, such securities intermediary) of uncertificated securities or
other types of Pledged Collateral with respect to which a Grantor owns 50% or more of the Equity Interests of the issuer of such
Pledged Collateral not represented by certificates to mark their books and records with the numbers and face amounts of all such
uncertificated securities or other types of Pledged Collateral not represented by certificates and all rollovers and replacements therefor
to reflect the Lien of the Agent granted pursuant to this Agreement. The Grantors will take any actions reasonably necessary to cause
(a) the issuers of uncertificated securities which are Pledged Collateral with respect to which a Grantor owns 50% or more of the
Equity Interests of the issuer of such Pledged Collateral, and (b) any securities intermediary which is the holder of any Pledged
Collateral, to cause the Agent to have and retain
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