Neiman Marcus 2008 Annual Report Download - page 493

Section 8.2. Cooperation; Accountings. Each of the Secured Parties will, upon the reasonable request of
the Agent or Existing Notes Trustee, from time to time execute and deliver or cause to be executed and delivered such further
instruments, and do and cause to be done such further acts, as may be necessary or proper to carry out more effectively the provisions
of this Agreement. The Secured Parties agree to provide to each other upon reasonable request a statement of all payments received in
respect of Obligations.
Section 8.3. Secured Parties; Other Collateral. The Secured Parties agree that all of the provisions of
this Agreement shall apply to any and all properties, assets and rights of the Grantors and their Affiliates in which the Agent at any
time acquires a security interest or Lien pursuant hereto or to any other Term Loan Security Document, including, without limitation,
real property or rights in, on or over real property, notwithstanding any provision to the contrary in any mortgage, leasehold mortgage
or other document purporting to grant or perfect any Lien in favor of the Secured Parties or any of them or the Agent for the benefit of
the Secured Parties or any of them.
ARTICLE IX
CONCERNING THE AGENT
Section 9.1. Appointment of Agent. Each of the Secured Parties appoints Credit Suisse to act, and
Credit Suisse agrees to act, as Agent for the Secured Parties pursuant to the terms of this Agreement and the other Term Loan Security
Documents and to execute and enter into this Agreement, the Intercreditor Agreement and the other Term Loan Security Documents
and all other instruments relating to this Agreement and the other Term Loan Security Documents and (a) to take actions on its behalf
that are expressly permitted under the provisions of this Agreement and the other Term Loan Security Documents and all other
instruments or agreements relating hereto or thereto and (b) to exercise such powers and perform such duties as are, in each case,
expressly delegated to the Agent by the terms hereof and thereof. By acceptance of the benefits of this Agreement, each Secured Party
that is not a party to this Agreement shall be deemed to have consented to the appointment and authorization set forth in the
immediately preceding sentence. THE AGENT HAS CONSENTED TO SERVE AS AGENT HEREUNDER ON THE
EXPRESS UNDERSTANDING, AND THE SECURED PARTIES, BY ACCEPTING THE BENEFITS OF THIS
AGREEMENT, SHALL BE DEEMED TO HAVE AGREED, THAT THE AGENT SHALL HAVE NO DUTY AND SHALL
OWE NO OBLIGATION OR RESPONSIBILITY (FIDUCIARY OR OTHERWISE), REGARDLESS OF WHETHER AN
EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, TO THE SECURED PARTIES, OTHER THAN THE
DUTY TO PERFORM ITS EXPRESS OBLIGATIONS UNDER THIS AGREEMENT AND THE OTHER TERM LOAN
SECURITY DOCUMENTS IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, SUBJECT IN ALL EVENTS TO
THE PROVISIONS OF THIS AGREEMENT LIMITING THE RESPONSIBILITY OR LIABILITY OF THE AGENT
HEREUNDER.
Section 9.2. Limitations on Responsibility of Agent. The Agent shall not be required to ascertain or
inquire as to (i) any statement, warranty or representation made herein or in connection herewith or in or in connection with any other
Term Loan/Note Document, (ii) the contents of any certificate, report or other document delivered hereunder or in connection
herewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or in
any other Term Loan/Note Document, (iv) the validity, enforceability, effectiveness or genuineness of any Term Loan/Note Document
or any other agreement, instrument or document, or
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