Neiman Marcus 2008 Annual Report Download - page 502

be automatically released upon the consummation of any transaction permitted pursuant to the Term Loan Credit Agreement as a
result of which such Subsidiary Party ceases to be a Subsidiary.
(c) Upon any sale, lease, transfer or other disposition by any Grantor of any Collateral that is
permitted under Section 4.1(d) to any Person that is not another Grantor or, upon the effectiveness of any written consent to the release
of the security interest granted hereby in any Collateral pursuant to Section 10.02 of the Term Loan Credit Agreement, the security
interest in such Collateral shall be automatically released.
(d) In the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended,
modified or interpreted by the SEC or any other relevant Governmental Authority to require (or is replaced with another rule or
regulation, or any other law, rule or regulation is adopted, which would require) the filing with the SEC (or any other Governmental
Authority) of separate financial statements of any Subsidiary of the Borrower due to the fact that the Equity Interests of such
Subsidiary are pledged under this Agreement, then the Equity Interests of such Subsidiary shall automatically be deemed not to be part
of the Collateral to the extent necessary not to be subject to such requirement. Notwithstanding anything to the contrary in this
Agreement, if Equity Interests of any Subsidiary are not required to be pledged under this Agreement because Rule 3-10 or Rule 3-16
of Regulation S-X of the Exchange Act would require the filing of separate financial statements of such Subsidiary if its Equity
Interests were so pledged, in the event that Rule 3-10 or Rule 3-16 of Regulation S-X of the Exchange Act is amended, modified or
interpreted by the SEC or any other relevant Governmental Authority to no longer require (or is replaced with another rule or
regulation that would not require) the filing of separate financial statements of such Subsidiary if some or all of its Equity Interests are
pledged under this Agreement, then such Equity Interests of such Subsidiary shall automatically be deemed part of the Collateral and
pledged under this Agreement.
(e) In connection with any termination or release pursuant to paragraph (a), (b), (c) or (d) above,
the Agent shall promptly execute and deliver to any Grantor, at such Grantor's expense, all UCC termination statements and similar
documents that such Grantor shall reasonably request to evidence such termination or release. Any execution and delivery of
documents pursuant to this Section 11.16 shall be without recourse to or representation or warranty by the Agent or any Secured
Party. Without limiting the provisions of Section 11.13, the Borrower shall reimburse the Agent upon demand for all reasonable and
documented costs and out of pocket expenses, including the fees, charges and expenses of counsel, incurred by it in connection with
any action contemplated by this Section 11.16.
Section 11.17. Entire Agreement. This Agreement, together with the other Term Loan/Note Documents and the Intercreditor
Agreement, embodies the entire agreement and understanding between each Grantor and the Agent relating to the Collateral and
supersedes all prior agreements and understandings between any Grantor and the Agent relating to the Collateral.
Section 11.18. CHOICE OF LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF NEW YORK.
Section 11.19. CONSENT TO JURISDICTION. EACH GRANTOR HEREBY IRREVOCABLY SUBMITS TO THE NON-
EXCLUSIVE JURISDICTION OF ANY U.S. FEDERAL OR NEW YORK STATE COURT SITTING IN NEW YORK, NEW YORK IN THE
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