Neiman Marcus 2008 Annual Report Download - page 341

then the Agent shall promptly give notice thereof to the Borrower and the Lenders by telephone or facsimile as promptly as
practicable thereafter and, until the Agent notifies the Borrower and the Lenders that the circumstances giving rise to such notice no
longer exist, any Interest Election Request that requests the conversion of any Borrowing to, or continuation of any Borrowing as, a
LIBOR Rate Borrowing shall be ineffective and such Borrowing shall be converted to an ABR Borrowing on the last day of the
Interest Period applicable thereof.
SECTION 2.13. Increased Costs. (a) If any Change in Law shall:
(i) impose, modify or deem applicable any reserve, special deposit or similar requirement against assets of,
deposits with or for the account of, or credit extended by, any Lender (except any such reserve requirement reflected in the
Adjusted LIBOR Rate); or
(ii) impose on any Lender or the London interbank market any other condition affecting this Agreement or
LIBOR Rate Loans made by such Lender;
and the result of any of the foregoing shall be to increase the cost to such Lender of making or maintaining any LIBOR Rate Loan or
to reduce the amount of any sum received or receivable by such Lender hereunder (whether of principal, interest or otherwise), then,
following delivery of the certificate contemplated by paragraph (c) of this Section, the Borrower will pay to such Lender such
additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered (except for any
Taxes, which shall be dealt with exclusively pursuant to Section 2.15).
(b) If any Lender determines that any Change in Law regarding capital requirements has or would have the effect of
reducing the rate of return on such Lender's capital or on the capital of such Lender's holding company, if any, as a consequence of
this Agreement or the Loans made by such Lender to a level below that which such Lender or such Lender's holding company could
have achieved but for such Change in Law other than due to Taxes, which shall be dealt with exclusively pursuant to Section 2.15
(taking into consideration such Lender's policies and the policies of such Lender's holding company with respect to capital adequacy),
then from time to time following delivery of the certificate contemplated by paragraph (c) of this Section the Borrower will pay to
such Lender such additional amount or amounts as will compensate such Lender or such Lender's holding company for any such
reduction suffered.
(c) A certificate of a Lender setting forth the amount or amounts necessary to compensate such Lender or its
holding company as specified in paragraph (a) or (b) of this Section and setting forth in reasonable detail the manner in which such
amount or amounts was determined shall be delivered to the Borrower and shall be conclusive absent manifest error. The Borrower
shall pay such Lender the amount shown as due on any such certificate within ten (10) days after receipt thereof.
(d) Failure or delay on the part of any Lender to demand compensation pursuant to this Section shall not constitute a
waiver of such Lender's right to demand such compensation; provided that the Borrower shall not be required to compensate a Lender
pursuant to this Section for any increased costs or reductions incurred more than 180 days prior to the date that such Lender notifies
the Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender's intention to claim
compensation therefor; provided further that, if the Change in Law giving rise to such increased costs or reductions is retroactive, then
the 180-day period referred to above shall be extended to include the period of retroactive effect thereof.
SECTION 2.14. Break Funding Payments. In the event of (a) the payment of any principal of any LIBOR Rate
Loan other than on the last day of an Interest Period applicable thereto
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