Neiman Marcus 2008 Annual Report Download - page 498

given on the date of receipt if delivered by hand or overnight courier service or sent by telecopy or on the date five (5) Business Days
after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as
provided in this Section 11.1 or in accordance with the latest unrevoked direction from such party given in accordance with this
Section 11.1. As agreed to among the parties from time to time, notices and other communications may also be delivered by e-mail to
the e-mail address of a representative of the applicable person provided from time to time by such Person.
Section 11.2. Waivers. Each Grantor hereby waives notice of the time and place of any public sale or the
time after which any private sale or other disposition of all or any part of the Collateral may be made. To the extent such notice may
not be waived under applicable law, any notice made shall be deemed reasonable if sent to the Grantors, addressed as set forth in
Section 11.1, at least ten (10) days prior to (i) the date of any such public sale or (ii) the time after which any such private sale or other
disposition may be made. To the maximum extent permitted by applicable law, each Grantor waives all claims, damages, and
demands against the Agent or any Secured Party arising out of the repossession, retention or sale of the Collateral, except such as arise
solely out of the gross negligence or willful misconduct of the Agent or such Secured Party as finally determined by a court of
competent jurisdiction. To the extent it may lawfully do so, each Grantor absolutely and irrevocably waives and relinquishes the
benefit and advantage of, and covenants not to assert against the Agent or any Secured Party, any valuation, stay, appraisal, extension,
moratorium, redemption or similar laws and any and all rights or defenses it may have as a surety now or hereafter existing which, but
for this provision, might be applicable to the sale of any Collateral made under the judgment, order or decree of any court, or privately
under the power of sale conferred by this Agreement, or otherwise. Except as otherwise specifically provided herein, each Grantor
hereby waives presentment, demand, protest or any notice (to the maximum extent permitted by applicable law) of any kind in
connection with this Agreement or any Collateral.
Section 11.3. Limitation on Agent's and Secured Party's Duty with Respect to the Collateral. The Agent
shall have no obligation to clean-up or otherwise prepare the Collateral for sale. The Agent and each Secured Party shall use
reasonable care with respect to the Collateral in its possession or under its control. Neither the Agent nor any Secured Party shall have
any other duty as to any Collateral in its possession or control or in the possession or control of any agent or nominee of the Agent or
such Secured Party, or any income thereon or as to the preservation of rights against prior parties or any other rights pertaining thereto.
To the extent that applicable law imposes duties on the Agent to exercise remedies in a commercially reasonable manner, each
Grantor acknowledges and agrees that it would be commercially reasonable for the Agent (i) to fail to incur expenses deemed
significant by the Agent to prepare Collateral for disposition or otherwise to transform raw material or work in process into finished
goods or other finished products for disposition, (ii) to fail to obtain third party consents for access to Collateral to be disposed of, or
to obtain or, if not required by other law, to fail to obtain governmental or third party consents for the collection or disposition of
Collateral to be collected or disposed of, (iii) to fail to exercise collection remedies against Account Debtors or other Persons
obligated on Collateral or to remove Liens on or any adverse claims against Collateral, (iv) to exercise collection remedies against
Account Debtors and other Persons obligated on Collateral directly or through the use of collection agencies and other collection
specialists, (v) to advertise dispositions of Collateral through publications or media of general circulation, whether or not the
Collateral is of a specialized nature, (vi) to contact other Persons, whether or not in the same business as the Grantor, for expressions
of interest in acquiring all or any portion of such Collateral, (vii) to hire
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