Neiman Marcus 2008 Annual Report Download - page 392

Collateral in connection with any exercise of remedies of the Agent and the Lenders pursuant to the Collateral Documents or (vii) as
required pursuant to the terms of the Intercreditor Agreement; provided that the Agent may, in its discretion, release the Lien on
Collateral valued in the aggregate not in excess of $5,000,000 during each fiscal year without consent of any Lender. Any such
release shall not in any manner discharge, affect, or impair the Obligations or any Liens (other than those expressly being released)
upon (or obligations of the Loan Parties in respect of) all interests retained by the Loan Parties, including the proceeds of any sale, all
of which shall continue to constitute part of the Collateral to the extent required under the provisions of the Loan Documents.
(d) Notwithstanding anything to the contrary contained in this Section 9.02, guarantees, collateral security
documents and related documents executed by Foreign Subsidiaries in connection with this Agreement may be in a form reasonably
determined by the Agent and may be amended and waived with the consent of the Agent at the request of the Borrower without the
need to obtain the consent of any other Lenders if such amendment or waiver is delivered in order (i) to comply with local law or
advice of local counsel, (ii) to cure ambiguities or defects or (iii) to cause such guarantee, collateral security document or other
document to be consistent with this Agreement and the other Loan Documents.
(e) If, in connection with any proposed amendment, waiver or consent requiring the consent of "each Lender" or
"each Lender directly affected thereby", the consent of the Required Lenders is obtained, but the consent of other necessary Lenders is
not obtained (any such Lender whose consent is necessary but not obtained being referred to herein as a "Non-Consenting Lender"),
then the Borrower may elect to replace a Non-Consenting Lender as a Lender party to this Agreement, provided that, concurrently
with such replacement, (i) another bank or other entity which is reasonably satisfactory to the Borrower and the Agent shall agree, as
of such date, to purchase for cash the Loans and other Obligations due to the Non-Consenting Lender pursuant to an Assignment and
Assumption and to become a Lender for all purposes under this Agreement and to assume all obligations of the Non-Consenting
Lender to be terminated as of such date and to comply with the requirements of clause (b) of Section 9.04, (ii) the replacement Lender
shall pay the processing and recordation fee referred to in Section 9.04(b)(ii)(C), if applicable in accordance with the terms of such
Section, (iii) the replacement Lender shall grant its consent with respect to the applicable proposed amendment, waiver or consent and
(iv) the Borrower shall pay to such Non-Consenting Lender in same day funds on the day of such replacement (1) all interest, fees and
other amounts then accrued but unpaid to such Non-Consenting Lender by the Borrower hereunder to and including the date of
termination, including without limitation payments due to such Non-Consenting Lender under Sections 2.13, 2.15 and 2.21, and (2) an
amount, if any, equal to the payment which would have been due to such Lender on the day of such replacement under Section 2.14
had the Loans of such Non-Consenting Lender been prepaid on such date rather than sold to the replacement Lender.
SECTION 9.03. Expenses; Indemnity; Damage Waiver. (a) The Borrower shall pay (i) all reasonable documented
out-of-pocket expenses incurred by the Agent and its Affiliates, including the reasonable fees, charges and disbursements of Cravath,
Swaine & Moore LLP, counsel for the Agent, in connection with the syndication and distribution (including, without limitation, via
the internet or through a service such as Intralinks) of the credit facilities provided for herein, the preparation of the Loan Documents
and related documentation, (ii) all reasonable documented out-of-pocket expenses incurred by the Agent and its Affiliates, including
the reasonable fees, charges and disbursements of outside legal counsel to the Agent, in connection with any amendments,
modifications or waivers of the provisions of any Loan Documents (whether or not the transactions contemplated thereby shall be
consummated), (iii) all reasonable documented out-of-pocket expenses incurred by the Agent or the Lenders, including the reasonable
documented fees, charges and disbursements of any counsel for the Agent and for one law firm retained by the Lenders, in connection
with the enforcement, collection or
94