Neiman Marcus 2008 Annual Report Download - page 403

may operate, pursuant to applicable law, to impair or extinguish any right of reimbursement or subrogation or other right or remedy of
any Loan Guarantor against any Obligated Party or any security.
SECTION 10.05. Rights of Subrogation. No Loan Guarantor will assert any right, claim or cause of action,
including, without limitation, a claim of subrogation, contribution or indemnification that it has against any Obligated Party, or any
collateral, until the Loan Parties and the Loan Guarantors have fully performed all their obligations to the Agent and the Lenders.
SECTION 10.06. Reinstatement; Stay of Acceleration. If at any time any payment of any portion of the Guaranteed
Obligations is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of the Borrower
or otherwise, each Loan Guarantor's obligations under this Loan Guaranty with respect to that payment shall be reinstated at such time
as though the payment had not been made. If acceleration of the time for payment of any of the Guaranteed Obligations is stayed upon
the insolvency, bankruptcy or reorganization of the Borrower, all such amounts otherwise subject to acceleration under the terms of
any agreement relating to the Guaranteed Obligations shall nonetheless be payable by the Loan Guarantors forthwith on demand by
the Lender.
SECTION 10.07. Information. Each Loan Guarantor assumes all responsibility for being and keeping itself
informed of the Borrower's financial condition and assets, and of all other circumstances bearing upon the risk of nonpayment of the
Guaranteed Obligations and the nature, scope and extent of the risks that each Loan Guarantor assumes and incurs under this Loan
Guaranty, and agrees that neither the Agent nor any Lender shall have any duty to advise any Loan Guarantor of information known to
it regarding those circumstances or risks.
SECTION 10.08. Taxes. All payments of the Guaranteed Obligations will be made by each Loan Guarantor free
and clear of and without deduction for any Indemnified Taxes or Other Taxes; provided that if any Loan Guarantor shall be required to
deduct any Indemnified Taxes or Other Taxes from such payments, then (i) the sum payable shall be increased as necessary so that
after making all required deductions (including deductions applicable to additional sums payable under this Section) the Agent or
Lender (as the case may be) receives an amount equal to the sum it would have received had no such deductions been made, (ii) such
Loan Guarantor shall make such deductions and (iii) such Loan Guarantor shall pay the full amount deducted to the relevant
Governmental Authority in accordance with applicable law.
SECTION 10.09. Maximum Liability. The provisions of this Loan Guaranty are severable, and in any action or
proceeding involving any state corporate law, or any state, Federal or foreign bankruptcy, insolvency, reorganization or other law
affecting the rights of creditors generally, if the obligations of any Loan Guarantor under this Loan Guaranty would otherwise be held
or determined to be avoidable, invalid or unenforceable on account of the amount of such Loan Guarantor's liability under this Loan
Guaranty, then, notwithstanding any other provision of this Loan Guaranty to the contrary, the amount of such liability shall, without
any further action by the Loan Guarantors or the Lenders, be automatically limited and reduced to the highest amount that is valid and
enforceable as determined in such action or proceeding (such highest amount determined hereunder being the relevant Loan
Guarantor's "Maximum Liability". This Section with respect to the Maximum Liability of each Loan Guarantor is intended solely to
preserve the rights of the Lenders to the maximum extent not subject to avoidance under applicable law, and no Loan Guarantor nor
any other Person or entity shall have any right or claim under this Section with respect to such Maximum Liability, except to the
extent necessary so that the obligations of any Loan Guarantor hereunder shall not be rendered voidable under applicable law. Each
Loan Guarantor agrees that the Guaranteed Obligations may at any time and from time to time exceed the Maximum Liability of each
Loan Guarantor without impairing this Loan Guaranty or affecting the
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