Neiman Marcus 2008 Annual Report Download - page 400

whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory, governmental or administrative authority, (c) to the extent required by law
or by any subpoena or similar legal process, (d) to any other party to this Agreement, (e) in connection with the exercise of any
remedies hereunder or any suit, action or proceeding relating to this Agreement or any other Loan Document or the enforcement of
rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to
(i) any assignee of or Participant in, or any prospective assignee of or Participant in, any of its rights or obligations under this
Agreement, including, without limitation, any SPC, (ii) any pledgee referred to in Section 9.04(d) or (iii) any actual or prospective
counterparty (or its advisors) to any swap or derivative transaction relating to the Loan Parties and their obligations, (g) with the
consent of the Borrower or (h) to the extent such Information (i) becomes publicly available other than as a result of a breach of this
Section or (ii) becomes available to the Agent or any Lender on a nonconfidential basis from a source other than the Borrower. For
the purposes of this Section, "Information" means all information received from any Loan Party relating to the Loan Parties or their
businesses, the Sponsors or the Transactions other than any such information that is available to the Agent or any Lender on a
nonconfidential basis prior to disclosure by any Loan Party. Any Person required to maintain the confidentiality of Information as
provided in this Section shall be considered to have complied with its obligation to do so if such Person has exercised the same degree
of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information.
SECTION 9.13. Several Obligations; Nonreliance; Violation of Law. The respective obligations of the Lenders
hereunder are several and not joint and the failure of any Lender to make any Loan or perform any of its obligations hereunder shall
not relieve any other Lender from any of its obligations hereunder. Each Lender hereby represents that (a) it is not relying on or
looking to any Margin Stock for the repayment of the Borrowings provided for herein and acknowledges that the Collateral shall not
include any Margin Stock and (b) it is not and will not become a "creditor" as defined in Regulation T or a "foreign branch of a
broker-dealer" within the meaning of Regulation X. Anything contained in this Agreement to the contrary notwithstanding, no Lender
shall be obligated to extend credit to the Borrower in violation of any Requirement of Law.
SECTION 9.14. USA PATRIOT Act. Each Lender that is subject to the requirements of the USA Patriot Act
hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act, it is required to obtain, verify and record
information that identifies the Borrower, which information includes the name and address of the Borrower and other information that
will allow such Lender to identify the Borrower in accordance with the USA Patriot Act.
SECTION 9.15. Disclosure. Each Loan Party and each Lender hereby acknowledges and agrees that the Agent and/
or its Affiliates from time to time may hold investments in, make other loans to or have other relationships with any of the Loan
Parties and their respective Affiliates. In addition, each Loan Party and each Lender hereby acknowledges that (i) the Agent or its
Affiliate may be a lender under the Senior Secured Asset-Based Revolving Credit Facility and (ii) an Affiliate of the Agent will be an
initial purchaser of the New Notes.
SECTION 9.16. Appointment for Perfection. Each Lender hereby appoints each other Lender as its agent for the
purpose of perfecting Liens, for the benefit of the Agent and the Lenders, in assets which, in accordance with Article 9 of the UCC or
any other applicable law can be perfected only by possession. Should any Lender (other than the Agent) obtain possession of any
such Collateral, such Lender shall notify the Agent thereof, and, promptly upon the Agent's request therefor shall deliver such
Collateral to the Agent or otherwise deal with such Collateral in accordance with the Agent's instructions.
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