Neiman Marcus 2008 Annual Report Download - page 491

by final and nonappealable judgment to have resulted from the gross negligence or wilful misconduct of the Agent. The Existing
Notes Trustee shall promptly notify the Agent of any Existing Notes Event of Default of which it shall have been notified by any
Existing Notes Secured Party or of which it shall have otherwise become aware or any acceleration of any of the Existing Notes
Obligations; provided that failure to give any such notice shall not affect any rights or remedies of the Agent or any Secured Party
arising in connection with any such acceleration.
ARTICLE VII
CERTAIN INTERCREDITOR AGREEMENTS
Section 7.1. Priority of Security Interests. The Agent and each of the Secured Parties hereby agrees that
the Liens and security interests granted to the Agent hereunder shall be treated, as among the Secured Parties, as being for the equal
and proportionate benefit of all the Secured Parties, without preference, priority, prejudice or distinction as to Lien or security interest
of any Secured Party over any other Secured Party (except as expressly provided in Section 5.4), and shall at all times be shared by the
Secured Parties as provided herein.
Section 7.2. Notices to Existing Notes Trustee. The Agent shall promptly notify the Existing Notes
Trustee in the event of a Credit Agreement Event of Default or the acceleration of any Term Loan Obligations.
Section 7.3. Actions Under This Agreement. By acceptance of the benefits of this Agreement, each of
the Secured Parties shall be deemed irrevocably to confirm that the Agent shall have the authority to act as the exclusive agent of such
Secured Party for enforcement of any provisions of this Agreement against any Grantor and of any other Term Loan Security
Document against any "grantor" or "pledgor" thereunder or the exercise of remedies hereunder or under any other Term Loan Security
Document and to agree that such Secured Party shall not take any action to enforce any provisions of this Agreement against any
Grantor or of any of the other Term Loan Security Documents against any "grantor" or "pledgor" thereunder or to exercise any remedy
hereunder or under any other Term Loan Security Document. The Agent shall not be obligated to take any action under this
Agreement except for the performance of such duties as are specifically set forth herein.
Section 7.4. Turnover of Collateral; Sharing of Setoffs. (a) If any Secured Party acquires custody,
control or possession of any Collateral or proceeds therefrom, other than pursuant to the terms of this Agreement, such Secured Party
shall promptly cause such Collateral or proceeds to be delivered to or put in the custody, possession or control of the Agent for
disposition or distribution in accordance with the provisions hereof. Until such time as the provisions of the immediately preceding
sentence have been complied with, such Secured Party shall be deemed to hold such Collateral and proceeds in trust for the parties
entitled thereto hereunder. Notwithstanding the foregoing, no Secured Party shall be required to deliver to or put in the custody,
possession or control of the Agent or to hold in trust as specified in the preceding sentence any amount of any Obligation paid or
prepaid by the Borrower to it (and not obtained by it through any sale of or other realization upon Collateral) in accordance with the
terms of the Term Loan Credit Agreement or the Existing Notes Indenture, as applicable.
(b) Each Secured Party agrees that if it shall through the exercise of a right of banker's lien, setoff or counterclaim
against the Borrower or any other Grantor, including, without limitation,
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