Neiman Marcus 2008 Annual Report Download - page 336

relieve any other Lender of its obligations hereunder; provided that the Commitments of the Lenders are several and no Lender shall
be responsible for any other Lender's failure to make Loans as required.
(b) Subject to Section 2.12, each Borrowing shall be comprised entirely of ABR Loans or LIBOR Rate Loans as the
Borrower may request in accordance herewith. Each Lender at its option may make any LIBOR Rate Loan by causing any domestic
or foreign branch or Affiliate of such Lender to make such Loan; provided that (i) any exercise of such option shall not affect the
obligation of the Borrower to repay such Loan in accordance with the terms of this Agreement, (ii)in exercising such option, such
Lender shall use reasonable efforts to minimize any increase in the Adjusted LIBOR Rate or increased costs to the Borrower resulting
therefrom (which obligation of such Lender shall not require it to take, or refrain from taking, actions that it determines would result in
increased costs for which it will not be compensated hereunder or that it otherwise determines would be disadvantageous to it and in
the event of such request for costs for which compensation is provided under this Agreement, the provisions of Section 2.13 shall
apply) and (iii) such branch or Affiliate of such Lender would not be included in clause (z) of the first proviso to the definition of the
term "Eligible Assignee" set forth in Section 1.01.
(c) At the commencement of each Interest Period for any LIBOR Rate Borrowing, such Borrowing shall comprise
an aggregate principal amount that is an integral multiple of $1,000,000 and not less than $5,000,000. Each ABR Borrowing when
made shall be in a minimum principal amount of $1,000,000; provided that an ABR Borrowing may be maintained in a lesser amount
equal to the difference between the aggregate principal amount of all other Borrowings and the total amount of Loans at such time
outstanding. Borrowings of more than one Type may be outstanding at the same time; provided that there shall not at any time be
more than a total of ten different Interest Periods in effect for LIBOR Rate Borrowings at any time outstanding.
(d) Notwithstanding any other provision of this Agreement, the Borrower shall not be entitled to request, or to elect
to convert or continue, any Borrowing if the Interest Period requested with respect thereto would end after the Maturity Date.
SECTION 2.03. Request for Borrowing on the Closing Date. (a) To request the making of the Loans hereunder on
the Closing Date, the Borrower shall notify the Agent of such request either in writing by delivery of a Borrowing Request (by hand or
facsimile) signed by the Borrower or by telephone not later than 11:00 a.m., New York City time, two (2) Business Days before the
proposed Closing Date (or such later time as shall be acceptable to the Agent). A telephonic Borrowing Request shall be irrevocable
and shall be confirmed promptly by hand delivery or facsimile to the Agent of a written Borrowing Request signed by the Borrower.
Each such telephonic and written Borrowing Request shall specify the following information in compliance with Section 2.01:
(i) the aggregate amount of the requested Borrowing;
(ii) the date of the Borrowing, which shall be a Business Day;
(iii) whether the Borrowing is to be an ABR Borrowing or a LIBOR Rate Borrowing;
(iv) in the case of a LIBOR Rate Borrowing, the initial Interest Period to be applicable thereto, which shall be a
period contemplated by the definition of the term "Interest Period"; and
(v) the location and number of the Borrower's account to which funds are to be disbursed.
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