Neiman Marcus 2003 Annual Report Download - page 258

Section 9.08. No Reliance on Margin Stock. Each Lender represents to the Administrative Agent and each of the other
Lenders that it in good faith is not relying upon any "margin stock" (as defined in Regulation U) as collateral in the extension or
maintenance of the credit provided for in this Agreement.
Section 9.09. Confidentiality. Each Lender (including any Designated Lender) and Agent shall exercise the same
degree of care that it exercises with respect to its own proprietary information of the same types to maintain the confidentiality of any
Confidential Information received pursuant to this Agreement except that disclosure of such Confidential Information may be made (i)
to the agents, employees, subsidiaries or affiliates of such Person in connection with its present or prospective business relations with
the Borrower arising out of this Agreement; provided that such Person will cause such agents, employees, subsidiaries or affiliates to
comply with the provisions of this Section 9.09 with respect to such Confidential Information, (ii) to prospective transferees or
purchasers of any interest in the Loans (including any Participant); provided that they have agreed to be bound by the provision of this
Section 9.09, (iii) as required by law, regulations, rule, request or order, subpoena, judicial order or similar order and in connection
with any litigation; provided that each Lender and the Agent agrees to provide the Borrower with prompt notice of any such
requirement to the extent permitted by such requirement so as to permit the Borrower to seek a protective order or other appropriate
remedy and (iv) as may be required in connection with the examination, audit or similar investigation of such Person.
Section 9.10. Governing Law; Jurisdiction. This Agreement and each Note shall be governed by and construed in
accordance with the laws of the State of New York. The Borrower hereby submits to the nonexclusive jurisdiction of the United
States District Court for the Southern District of New York and of any New York State court sitting in New York City for purposes of
all legal proceedings arising out of or relating to this Agreement or the transactions contemplated hereby. The Borrower irrevocably
waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of the venue of any such
proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an
inconvenient forum.
Section 9.11. Counterparts; Integration. This Agreement may be signed in any number of counterparts, each of which
shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. This Agreement
constitutes the entire agreement and understanding among the parties hereto and supersedes any and all prior agreements and
understandings, oral or written, relating to the subject matter hereof.
Section 9.12. WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND
ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT
OR THE TRANSACTIONS CONTEMPLATED HEREBY.
56