Neiman Marcus 2008 Annual Report Download - page 494

(v) the satisfaction of any condition set forth in any Term Loan/Note Document, other than to confirm receipt of items expressly
required to be delivered to the Agent. Neither the Agent nor any officer, agent or representative thereof shall be personally liable for
any action taken or omitted to be taken by any such Person in connection with this Agreement except for its own gross negligence or
wilful misconduct or, in the case of the Agent, in the case of the loss of any moneys in the possession of the Agent, for the failure of
the Agent to accord such moneys the same care as a prudent person in the same or similar circumstances would accord its own assets.
The Agent may execute any of the powers granted to it under this Agreement and perform any duty hereunder either directly or by or
through sub-agents or attorneys-in-fact, and shall not be responsible for the negligence (including gross negligence) or misconduct
(including wilful misconduct) of any sub-agents or attorneys-in-fact selected by it with the care that a prudent person in similar
circumstances would have employed in such selection. The Agent and any such sub-agent may perform any and all its duties and
exercise its rights and powers through their respective Affiliates. The exculpatory provisions set forth in this Article IX and in the
other Term Loan/Note Documents shall apply to any such sub-agent and to the Affiliates of the Agent and any such sub-agent.
Section 9.3. Reliance by Agent; Indemnity Against Liabilities, etc.
(a) Whenever in the performance of its duties under this Agreement the Agent shall deem it
necessary or desirable that a matter be proved or established with respect to the Grantors or any other Person in connection with the
taking, suffering or omitting of any action hereunder by the Agent, such matter may be conclusively deemed to be proved or
established by a certificate executed by an officer of such Person, and the Agent shall have no liability with respect to any action
taken, suffered or omitted in reliance thereon.
(b) The Agent shall be fully protected in relying upon any resolution, statement, certificate,
instrument, opinion, report, notice (including any notice of an Event of Default or of the cure or waiver thereof), request, consent,
order or other paper or document or oral conversation (including, telephone conversations) which it in good faith believes to be
genuine and correct and to have been signed, presented or made by the proper party. The Agent may conclusively rely, as to the truth
of the statements and the correctness of the opinions expressed therein, upon any notice, certificate or opinion furnished to the Agent
in connection with this Agreement.
(c) The Agent shall not be deemed to have actual, constructive, direct or indirect notice or
knowledge of the occurrence of any Event of Default unless and until the Agent shall have received written notice thereof from any
Secured Party or the Borrower or any other Grantor. The Agent shall have no obligation whatsoever either prior to or after receiving
such a notice to inquire whether an Event of Default has, in fact, occurred and shall be entitled to rely conclusively, and shall be fully
protected in so relying, on any notice so furnished to it.
Section 9.4. Exercise of Remedies. The remedies of the Agent hereunder and under the other Term
Loan Security Documents shall include, but not be limited to, the disposition of the Collateral by foreclosure or other sale and the
exercising of all remedies of a secured lender under the UCC, bankruptcy laws or similar laws of any applicable jurisdiction.
Section 9.5. Cooperation. To the extent the exercise of the rights, powers and remedies of the Agent in
accordance with this Agreement requires that any action be taken by any Secured Party,
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