Neiman Marcus 2008 Annual Report Download - page 500

dealing between any Grantor and the Agent or other conduct of the Agent, no authorization to sell, lease or transfer or otherwise
dispose of the Collateral (except as set forth in Section 4.1(d)) shall be binding upon the Agent or the Secured Parties unless such
authorization is in writing signed by the Agent with the consent or at the direction of the Required Secured Parties.
Section 11.8. No Waiver; Amendments; Cumulative Remedies. No delay or omission of the Agent to
exercise any right or remedy granted under this Agreement shall impair such right or remedy or be construed to be a waiver of any
default or an acquiescence therein, and any single or partial exercise of any such right or remedy shall not preclude any other or
further exercise thereof or the exercise of any other right or remedy. No waiver, amendment or other variation of the terms, conditions
or provisions of this Agreement whatsoever shall be valid unless in writing signed by the Agent with the concurrence or at the
direction of the Lenders required under Section 10.02 of the Credit Agreement and then only to the extent in such writing specifically
set forth. All rights and remedies contained in this Agreement or by law afforded shall be cumulative and all shall be available to the
Agent and the Secured Parties until the Term Loan Obligations have been paid in full.
Section 11.9. Limitation by Law; Severability of Provisions. All rights, remedies and powers provided in
this Agreement may be exercised only to the extent that the exercise thereof does not violate any applicable provision of law, and all
the provisions of this Agreement are intended to be subject to all applicable mandatory provisions of law that may be controlling and
to be limited to the extent necessary so that they shall not render this Agreement invalid, unenforceable or not entitled to be recorded
or registered, in whole or in part. Any provision in any this Agreement that is held to be inoperative, unenforceable, or invalid in any
jurisdiction shall, as to that jurisdiction, be inoperative, unenforceable, or invalid without affecting the remaining provisions in that
jurisdiction or the operation, enforceability, or validity of that provision in any other jurisdiction, and to this end the provisions of this
Agreement are declared to be severable.
Section 11.10. Reinstatement. This Agreement shall remain in full force and effect and continue to be effective
should any petition be filed by or against any Grantor for liquidation or reorganization, should any Grantor become insolvent or make
an assignment for the benefit of any creditor or creditors or should a receiver or trustee be appointed for all or any significant part of
its Grantor's assets, and shall continue to be effective or be reinstated, as the case may be, if at any time payment and performance of
the Obligations, or any part thereof, is, pursuant to applicable law, rescinded or reduced in amount, or must otherwise be restored or
returned by any obligee of the Obligations, whether as a "voidable preference," "fraudulent conveyance," or otherwise, all as though
such payment or performance had not been made. In the event that any payment, or any part thereof, is rescinded, reduced, restored or
returned, the Obligations shall be reinstated and deemed reduced only by such amount paid and not so rescinded, reduced, restored or
returned.
Section 11.11. Benefit of Agreement. The terms and provisions of this Agreement shall be binding upon and
inure to the benefit of each Grantor, the Agent and the Parties and their respective successors and permitted assigns (including all
Persons who become bound as a debtor to this Agreement), except that no Grantor shall have the right to assign its rights or delegate
its obligations under this Agreement or any interest herein, without the prior written consent of the Agent. No sales of participations,
assignments, transfers, or other dispositions of any agreement governing the Obligations or any portion thereof or interest therein shall
in any manner impair the Lien granted to the Agent, for the benefit of the Agent and the Secured Parties, hereunder.
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