Neiman Marcus 2008 Annual Report Download - page 492

any right of the Term Loan Lenders pursuant to Section 9.08 of the Term Loan Credit Agreement, or pursuant to a secured claim
under Section 506 of Title 11 of the United States Code or other security or interest arising from, or in lieu of, such secured claim,
received by such Secured Party under any applicable bankruptcy, insolvency or other similar law, obtain payment (voluntary or
involuntary) in respect of any Obligations owing to it, it shall promptly purchase from each other Secured Party participations in (or, if
and to the extent specified by such Secured Party, direct interests in) the Obligations held by such other Secured Party in such
amounts, and make such other adjustments from time to time as shall be equitable, to the end that all the Secured Parties shall share
the benefit of such payment (net of any expenses which may be incurred by such benefitted Secured Party in obtaining or preserving
such excess payment) pro rata in accordance with the respective principal amounts of the Obligations owing to such Secured Parties.
To such end, all the Secured Parties shall make appropriate adjustments among themselves (by the release of participations sold or
otherwise) if such payment is rescinded or must otherwise be restored. The Borrower and each other Grantor agrees that any Secured
Party so purchasing a participation (or direct interest) in the Obligations owing to other Secured Parties may exercise all rights of
setoff and similar rights with respect to such participation as fully as if such Secured Party were a direct holder of Obligations in the
amount of such participation.
ARTICLE VIII
RELATIONSHIP AMONG SECURED PARTIES
Section 8.1. Restrictions on Actions. Each Secured Party agrees that, so long as any Term Loan
Obligations are outstanding, the provisions of this Agreement shall provide the exclusive method by which any Secured Party may
exercise rights and remedies hereunder and under the other Term Loan Security Documents in respect of the Collateral. Therefore,
each Secured Party shall, for the mutual benefit of all Secured Parties, except as otherwise permitted under this Agreement:
(a) refrain from taking or filing any action, judicial or otherwise, to enforce any rights or pursue
any remedy hereunder and under any other Term Loan Security Document, except for delivering notices hereunder;
(b) refrain from (i) selling any Obligations to any Grantor or any Affiliate of any Grantor and
(ii) accepting any other security for the Obligations from any Grantor or its Affiliates, except for any security granted to the Agent for
the benefit of all Secured Parties; and
(c) refrain from exercising any rights or remedies hereunder or under any other Term Loan
Security Document that have or may have arisen or which may arise as a result of an Event of Default;
provided, however, that nothing contained in this Section shall prevent any Secured Party from (i) imposing a default rate of interest in
accordance with the Term Loan Credit Agreement or the Existing Notes Indenture, as applicable, (ii) accelerating the maturity of any
Obligations, (iii) raising any defenses in any action in which it has been made a party defendant or has been joined as a third party,
except that the Agent may direct and control any defense directly relating to the Collateral or any one or more of the Term Loan
Security Documents, which shall be governed by the provisions of this Agreement or (iv) subject to Section 7.4(b), exercising any
right of setoff, recoupment or similar right.
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