Neiman Marcus 2008 Annual Report Download - page 484

Control over such Pledged Collateral. Without limiting the foregoing, each applicable Grantor will use its commercially reasonable
efforts to cause, with respect to Pledged Collateral held with a securities intermediary in an account with an aggregate asset value of
$5,000,000 or more, such securities intermediary to enter into a control agreement with the Agent, in form and substance satisfactory
to the Agent, giving the Agent Control.
Section 4.5. Pledged Collateral.
(a) Registration in Nominee Name; Denominations. The Agent, on behalf of the Secured
Parties, shall hold certificated Pledged Collateral in the name of the applicable Grantor, endorsed or assigned in blank or in favor of
the Agent, but following the occurrence and during the continuance of an Event of Default shall have the right (in its sole and absolute
discretion) to hold the Pledged Collateral in its own name as pledgee, or in the name of its nominee (as pledgee or as sub-agent). Each
Grantor will promptly give to the Agent copies of any notices or other communications received by it with respect to Pledged
Collateral registered in the name of such Grantor. Following the occurrence and during the continuance of an Event of Default, the
Agent shall at all times have the right to exchange the certificates representing Pledged Collateral for certificates of smaller or larger
denominations for any purpose consistent with this Agreement.
(b) Any Indebtedness of any Subsidiary that is not a Loan Party owing to the Borrower or any
Subsidiary that is a Loan Party in excess of $5,000,000 shall be or become evidenced by a promissory note or other instrument, and
such note or instrument shall be promptly pledged and delivered to the Agent, duly endorsed in a manner satisfactory to the Agent.
(c) Exercise of Rights in Pledged Collateral.
(i) Without in any way limiting the foregoing and subject to clause (ii) below, each
Grantor shall have the right to exercise all voting rights or other rights relating to the Pledged Collateral for all purposes not
inconsistent with this Agreement and the other Term Loan/Note Documents; provided however, that no vote or other right
shall be exercised or action taken which would reasonably be expected to have the effect of materially and adversely
impairing the rights of the Agent in respect of the Pledged Collateral.
(ii) Each Grantor will permit the Agent or its nominee at any time after the occurrence
and during the continuance of an Event of Default, without notice, to exercise all voting rights or other rights relating to
Pledged Collateral, including, without limitation, exchange, subscription or any other rights, privileges, or options pertaining
to any Equity Interest or Investment Property constituting Pledged Collateral as if it were the absolute owner thereof.
(iii) Each Grantor shall be entitled to receive and retain any and all dividends, interest,
principal and other distributions paid on or distributed in respect of the Pledged Collateral to the extent and only to the extent
that such dividends, interest, principal and other distributions are permitted by, and otherwise paid or distributed in
accordance with, the terms and conditions of the Term Loan/Note Documents and applicable law; provided, however, that
any non-cash dividends, interest, principal or other distributions that would constitute Pledged Collateral, whether resulting
from a subdivision, combination or reclassification of the
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