Neiman Marcus 2008 Annual Report Download - page 501

Section 11.12. Survival of Representations. All representations and warranties of each Grantor contained in this Agreement
shall survive the execution and delivery of this Agreement.
Section 11.13. Taxes and Expenses. Each Grantor jointly and severally agrees to pay any taxes payable or ruled payable by
Federal or State authority in respect of this Agreement, together with interest and penalties, if any. Each Grantor jointly and severally
agrees to reimburse the Agent for any and reasonable documented all out-of-pocket expenses paid or incurred by the Agent in
connection with the preparation, execution, delivery, administration, collection and enforcement of this Agreement and in the audit,
analysis, administration, collection, preservation or sale of the Collateral (including the expenses and charges associated with any
periodic or special audit of the Collateral). Any and all costs and expenses incurred by any Grantor in the performance of actions
required pursuant to the terms hereof shall be borne solely by such Grantor.
Section 11.14. Additional Subsidiaries. Pursuant to and in accordance with Section 5.11 of the Term Loan Credit
Agreement, each Domestic Subsidiary (other than any Unrestricted Subsidiary) of the Borrower that was not in existence or not a
Subsidiary on the date hereof is required to enter in this Agreement as a Subsidiary Party promptly upon becoming a Subsidiary.
Upon execution and delivery by the Agent and a Subsidiary of an instrument in the form of Exhibit K hereto, such Subsidiary shall
become a Subsidiary Party hereunder with the same force and effect as if originally named as a Subsidiary Party herein. The
execution and delivery of any such instrument shall not require the consent of any other Person. The rights and obligations of each
Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Person as a party to this Agreement.
Section 11.15. Headings. The title of and section headings in this Agreement are for convenience of reference only, and
shall not govern the interpretation of any of the terms and provisions of this Agreement.
Section 11.16. Termination and Release. (a) This Agreement shall continue in effect until (i) the Term Loan Credit
Agreement has been terminated pursuant to its express terms and (ii) all of the Term Loan Obligations and have been indefeasibly
paid and performed in full; provided, however, that no such termination shall be effective at any time when any Existing Notes
Obligations remain outstanding unless and until (i) the Borrower shall have notified the Agent in writing whether at such time there is
outstanding any debt of any Person that is secured by the Existing Notes Designated Collateral (which notification the Borrower
hereby agrees to provide promptly upon the Agent's request therefor) and (ii) if any such secured debt is outstanding at such time, the
Agent shall have taken such actions, at the expense of the Borrower, as the Borrower may reasonably request to transfer all Collateral
consisting of Existing Notes Designated Collateral and all related Liens thereon and security interests therein (without any
representation or warranties (other than a representation and warranty as to no Liens on the Existing Notes Designated Collateral
created by the Agent in its individual capacity)) to the Existing Notes Trustee or such other agent or Person as the Borrower may
direct (provided further, however, that if such other secured debt is under the Revolving Facility Credit Agreement, all such Collateral
in the form of possessory collateral shall be transferred to the Revolving Facility Agent, notwithstanding anything in the foregoing to
the contrary).
(b) A Subsidiary Party shall automatically be released from its obligations hereunder and the
security interests created hereunder in the Collateral of such Subsidiary Party shall
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