Neiman Marcus 2008 Annual Report Download - page 488

a disposition of the Collateral and compliance will not be considered to adversely affect the commercial reasonableness of any sale of
the Collateral.
(c) The Agent shall have the right upon any public sale or sales and, to the extent permitted by
law, upon any private sale or sales, to purchase for the benefit of the Agent and the Secured Parties, the whole or any part of the
Collateral so sold, free of any right of equity redemption, which equity redemption each Grantor hereby expressly releases.
(d) Until the Agent is able to effect a sale, lease, transfer or other disposition of Collateral, the
Agent shall have the right to hold or use Collateral, or any part thereof, to the extent that it deems appropriate for the purpose of
preserving Collateral or the value of the Collateral, or for any other purpose deemed appropriate by the Agent. The Agent may, if it so
elects, seek the appointment of a receiver or keeper to take possession of Collateral and to enforce any of the Agent's remedies (for the
benefit of the Agent and Secured Parties), with respect to such appointment without prior notice or hearing as to such appointment.
(e) Notwithstanding the foregoing, neither the Agent nor the Secured Parties shall be required to
(i) make any demand upon, or pursue or exhaust any of their rights or remedies against, the Grantors, any other obligor, guarantor,
pledgor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any of their rights or remedies with
respect to any Collateral therefor or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the
Obligations or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.
(f) Each Grantor recognizes that the Agent may be unable to effect a public sale of any or all
the Pledged Collateral and may be compelled to resort to one or more private sales thereof. Each Grantor also acknowledges that any
private sale may result in prices and other terms less favorable to the seller than if such sale were a public sale and, notwithstanding
such circumstances, agrees that any such private sale shall not be deemed to have been made in a commercially unreasonable manner
solely by virtue of such sale being private. The Agent shall be under no obligation to delay a sale of any of the Pledged Collateral for
the period of time necessary to permit any Grantor or the issuer of the Pledged Collateral to register such securities for public sale
under the Securities Act of 1933, as amended, or under applicable state securities laws, even if any Grantor and the issuer would agree
to do so (it being acknowledged and agreed that no Grantor shall have any obligation hereunder to do so).
(g) Notwithstanding the foregoing, any rights and remedies provided in this Section 5.1 shall be
subject to the Intercreditor Agreement.
Section 5.2. Grantor's Obligations Upon Default. Upon the request of the Agent after the occurrence
and during the continuance of an Event of Default, each Grantor will:
(a) assemble and make available to the Agent the Collateral and all books and records relating
thereto at any place or places reasonably specified by the Agent, whether at such Grantor's premises or elsewhere;
(b) permit the Agent, by the Agent's representatives and agents, to enter, occupy and use any
premises where all or any part of the Collateral, or the books and records relating thereto,
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