Neiman Marcus 2008 Annual Report Download - page 486

(e) Consistent with each Grantor's past practice, each Grantor shall, unless it shall reasonably
determine that a Patent, Trademark or Copyright is not material to the conduct of its business, promptly notify the Agent and shall, if
consistent with good business judgment, promptly sue for infringement, misappropriation or dilution of such Patent, Trademark or
Copyright and to recover any and all damages for such infringement, misappropriation or dilution, and shall take such other actions as
are appropriate under the circumstances to protect such Patent, Trademark or Copyright.
Section 4.7. Commercial Tort Claims. Each Grantor shall promptly notify the Agent of any
Commercial Tort Claim having a value in excess of $1,000,000 acquired by it for which such Grantor has filed a complaint in a court
of competent jurisdiction and, unless the Agent otherwise consents, such Grantor shall update Exhibit E to this Agreement, thereby
granting to the Agent a first priority security interest in such Commercial Tort Claim (subject to the Intercreditor Agreement).
Section 4.8. Letter-of-Credit Rights. If any Grantor is or becomes the beneficiary of a letter of credit
having a face amount in excess of $1,000,000, such Grantor shall promptly notify the Agent thereof and cause the issuer and/or
confirmation bank to consent to the assignment of any Letter-of-Credit Rights to the Agent.
Section 4.9. No Interference. Each Grantor agrees that it will not interfere with any right, power and
remedy of the Agent provided for in this Agreement or now or hereafter existing at law or in equity or by statute or otherwise, or the
exercise or beginning of the exercise by the Agent of any one or more of such rights, powers or remedies.
Section 4.10. Insurance. (a) In the event any Collateral is located in any area that has been
designated by the Federal Emergency Management Agency as a "Special Flood Hazard Area", the applicable Grantor shall purchase
and maintain flood insurance on such Collateral (including any personal property which is located on any real property leased by such
Loan Party within a "Special Flood Hazard Area"). The amount of all insurance required by this Section shall at a minimum comply
with applicable law, including the Flood Disaster Protection Act of 1973, as amended. All premiums on such insurance shall be paid
when due by such Grantor, and copies of the policies delivered to the Agent. If any Grantor fails to obtain any insurance as required
by this Section, the Agent at the direction of the Required Lenders may obtain such insurance at the Borrower's expense. By
purchasing such insurance, the Agent shall not be deemed to have waived any default arising from the Grantors' failure to maintain
such insurance or pay any premiums therefor.
(b) All insurance policies required under Section 5.10 of the Term Loan Credit Agreement shall
name the Agent (for the benefit of the Secured Parties) as an additional insured or as loss payee, as applicable, and shall contain loss
payable clauses or mortgagee clauses, through endorsements in form and substance satisfactory to the Agent, which provide that:
(i) subject to the Intercreditor Agreement, all proceeds thereunder with respect to any Collateral shall be payable to the Agent; (ii) no
such insurance shall be affected by any act or neglect of the insured or owner of the property described in such policy; and (iii) such
policy and loss payable or mortgagee clauses may be canceled, amended, or terminated only upon at least thirty (30) days prior written
notice given to the Agent.
Section 4.11. Certain Accounts. Each Grantor shall use commercially reasonable efforts to transfer
ownership of (i) the HSBC Credit Card Receivables Accounts by the end of the second
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