Neiman Marcus 2008 Annual Report Download - page 404

rights and remedies of the Lenders hereunder, provided that, nothing in this sentence shall be construed to increase any Loan
Guarantor's obligations hereunder beyond its Maximum Liability.
SECTION 10.10. Contribution. In the event any Loan Guarantor (a "Paying Guarantor") shall make any payment
or payments under this Loan Guaranty or shall suffer any loss as a result of any realization upon any collateral granted by it to secure
its obligations under this Loan Guaranty, each other Loan Guarantor (each a "Non-Paying Guarantor") shall contribute to such Paying
Guarantor an amount equal to such Non-Paying Guarantor's "Guarantor Percentage" of such payment or payments made, or losses
suffered, by such Paying Guarantor. For purposes of this Article X, each Non-Paying Guarantor's "Guarantor Percentage" with
respect to any such payment or loss by a Paying Guarantor shall be determined as of the date on which such payment or loss was made
by reference to the ratio of (i) such Non-Paying Guarantor's Maximum Liability as of such date (without giving effect to any right to
receive, or obligation to make, any contribution hereunder) or, if such Non-Paying Guarantor's Maximum Liability has not been
determined, the aggregate amount of all monies received by such Non-Paying Guarantor from the Borrower after the date hereof
(whether by loan, capital infusion or by other means) to (ii) the aggregate Maximum Liability of all Loan Guarantors hereunder
(including such Paying Guarantor) as of such date (without giving effect to any right to receive, or obligation to make, any
contribution hereunder), or to the extent that a Maximum Liability has not been determined for any Loan Guarantor, the aggregate
amount of all monies received by such Loan Guarantors from the Borrower after the date hereof (whether by loan, capital infusion or
by other means). Nothing in this provision shall affect any Loan Guarantor's several liability for the entire amount of the Guaranteed
Obligations (up to such Loan Guarantor's Maximum Liability). Each of the Loan Guarantors covenants and agrees that its right to
receive any contribution under this Loan Guaranty from a Non-Paying Guarantor shall be subordinate and junior in right of payment
to the payment in full in cash of the Guaranteed Obligations. This provision is for the benefit of both the Agent, the Lenders and the
Loan Guarantors and may be enforced by any one, or more, or all of them in accordance with the terms hereof.
SECTION 10.11. Liability Cumulative. The liability of each Loan Party as a Loan Guarantor under this Article X
is in addition to and shall be cumulative with all liabilities of each Loan Party to the Agent and the Lenders under this Agreement and
the other Loan Documents to which such Loan Party is a party or in respect of any obligations or liabilities of the other Loan Parties,
without any limitation as to amount, unless the instrument or agreement evidencing or creating such other liability specifically
provides to the contrary.
SECTION 10.12. Release of Loan Guarantors. Notwithstanding anything in Section 9.02(b) to the contrary (i) a
Subsidiary Guarantor shall automatically be released from its obligations hereunder and its Loan Guaranty shall be automatically
released upon the consummation of any transaction permitted hereunder as a result of which such Subsidiary Guarantor ceases to be a
subsidiary of the Borrower and (ii) so long as no Event of Default has occurred and is continuing (A) if a Loan Guarantor is or
becomes an Immaterial Subsidiary, and such release would not result in any Immaterial Subsidiary being required pursuant to
Section 5.11(e) to become a Loan Party hereunder (except to the extent that on and as of the date of such release, one or more other
Immaterial Subsidiaries become Loan Guarantors hereunder and the provisions of Section 5.11(e) are satisfied upon giving effect to
all such additions and releases), or (B) a Restricted Subsidiary is redesignated as an Unrestricted Subsidiary in accordance with
Section 6.04(d), then in the case of each of clauses (A) and (B), such Subsidiary Guarantor shall be automatically released from its
obligations hereunder and its Loan Guaranty shall be automatically released upon notification thereof from the Borrower to the
Agent. In connection with any such release, the Agent shall execute and deliver to any Subsidiary Guarantor, at such Subsidiary
Guarantor's expense, all documents that such Subsidiary Guarantor shall reasonably
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