Neiman Marcus 2008 Annual Report Download - page 391

instance and for the purpose for which given. Without limiting the generality of the foregoing, to the extent permitted by law, the
making of a Loan shall not be construed as a waiver of any Default, regardless of whether the Agent or any Lender may have had
notice or knowledge of such Default at the time.
(b) Neither this Agreement nor any other Loan Document nor any provision hereof or thereof may be waived,
amended or modified except (i) in the case of this Agreement, pursuant to an agreement or agreements in writing entered into by the
Borrower and the Required Lenders or, (ii) in the case of any other Loan Document (other than any such amendment to effectuate any
modification thereto expressly contemplated by the terms of such other Loan Documents), pursuant to an agreement or agreements in
writing entered into by the Agent and the Loan Party or Loan Parties that are parties thereto, with the consent of the Required Lenders;
provided that no such agreement shall (A) increase the Commitment of any Lender without the written consent of such Lender; it
being understood that a waiver of any condition precedent set forth in Article IV or the waiver of any Default or mandatory
prepayment shall not constitute an increase of any Commitment of any Lender, (B) reduce or forgive the principal amount of any Loan
or reduce the rate of interest thereon, or reduce or forgive any interest or fees (including fees set forth in Sections 2.08, 2.19 and 2.21)
payable hereunder, without the written consent of each Lender directly affected thereby, (C) postpone any scheduled date of payment
of the principal amount of any Loan, or any date for the payment of any interest, fees or other Obligations payable hereunder, or
reduce the amount of, waive or excuse any such payment, or postpone the scheduled date of expiration of any Commitment, without
the written consent of each Lender directly affected thereby; provided that only the consent of the Required Lenders shall be necessary
to amend the provisions of Section 2.11(c) providing for the default rate of interest, or to waive any obligations of the Borrower to pay
interest at such default rate, (D) change Section 2.16(b) or (c) in a manner that would alter the manner in which payments are shared,
without the written consent of each Lender, (E) change any of the provisions of this Section or the definition of "Required Lenders" or
any other provision of any Loan Document specifying the number or percentage of Lenders required to waive, amend or modify any
rights thereunder or make any determination or grant any consent thereunder, without the written consent of each Lender, (F) release
any material Loan Guarantor from its obligation under its Loan Guaranty (except as otherwise permitted herein or in the other Loan
Documents), without the written consent of each Lender, or (G) except as provided in clauses (c) and (d) of this Section or in any
Collateral Document, release all or substantially all of the Collateral, without the written consent of each Lender; provided further that
no such agreement shall amend, modify or otherwise affect the rights or duties of the Agent hereunder without the prior written
consent of the Agent. The Agent may also amend the Commitment Schedule to reflect assignments entered into pursuant to
Section 9.04.
(c) The Lenders hereby irrevocably agree that the Liens granted to the Agent by the Loan Parties on any Collateral
shall be automatically released (i) upon the termination of the Commitments, payment and satisfaction in full in cash of all Secured
Obligations (other than Unliquidated Obligations), and the cash collateralization of all Unliquidated Obligations in a manner
satisfactory to the Agent, (ii) upon the sale or other disposition of the property constituting such Collateral (including as part of or in
connection with any other sale or other disposition permitted hereunder) to any Person other than another Loan Party, to the extent
such sale or other disposition is made in compliance with the terms of this Agreement (and the Agent may rely conclusively on a
certificate to that effect provided to it by any Loan Party upon its reasonable request without further inquiry), (iii) to the extent such
Collateral is comprised of property leased to a Loan Party, upon termination or expiration of such lease, (iv) subject to paragraph
(b) of this Section 9.02, if the release of such Lien is approved, authorized or ratified in writing by the Required Lenders, (v) to the
extent the property constituting such Collateral is owned by any Loan Guarantor, upon the release of such Guarantor from its
obligations under its Loan Guaranty in accordance with the provisions of this Agreement, (vi) as required to effect any sale or other
disposition of such
93