Neiman Marcus 2008 Annual Report Download - page 397

such Participant and such Participant agrees, for the benefit of the Borrower, to comply with Section 2.15(e) as though it were a
Lender.
(d) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank, and this Section shall not apply to any such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee
or assignee for such Lender as a party hereto.
(e) Notwithstanding anything to the contrary contained herein, any Lender (a "Granting Lender") may grant to a
special purpose funding vehicle (an "SPC"), identified as such in writing from time to time by the Granting Lender to the Agent and
the Borrower, the option to provide to the Borrower all or any part of any Loan that such Granting Lender would otherwise be
obligated to make to the Borrower pursuant to this Agreement; provided that (i) nothing herein shall constitute a commitment by any
SPC to make any Loan, (ii) if an SPC elects not to exercise such option or otherwise fails to provide all or any part of such Loan, the
Granting Lender shall be obligated to make such Loan pursuant to the terms hereof and (iii) no SPC shall be a "creditor" as defined in
Regulation T or a "foreign branch of a broker-dealer" within the meaning of Regulation X. The making of a Loan by an SPC
hereunder shall utilize the Commitment of the Granting Lender to the same extent, and as if, such Loan were made by such Granting
Lender. Each party hereto hereby agrees that (i) neither the grant to any SPC nor the exercise by any SPC of such option shall
increase the costs or expenses or otherwise increase or change the obligations of the Borrower under this Agreement (including its
obligations under Section 2.13, 2.14 or 2.15), (ii) no SPC shall be liable for any indemnity or similar payment obligation under this
Agreement (all liability for which shall remain with the Granting Lender) and (iii) the Granting Lender shall for all purposes including
approval of any amendment, waiver or other modification of any provision of the Loan Documents, remain the Lender of record
hereunder. In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive the termination of this
Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding commercial paper or other
senior indebtedness of any SPC, it will not institute against, or join any other Person in instituting against, such SPC any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any state thereof. In
addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPC may (i) with notice to, but without the prior
written consent of, the Borrower and the Agent and without paying any processing fee therefor, assign all or a portion of its interests
in any Loans to the Granting Lender or to any financial institutions (consented to by the Borrower and Agent) providing liquidity and/
or credit support to or for the account of such SPC to support the funding or maintenance of Loans and (ii) disclose on a confidential
basis any non-public information relating to its Loans to any rating agency, commercial paper dealer or provider of any surety,
guarantee or credit or liquidity enhancement to such SPC.
SECTION 9.05. Survival. All covenants, agreements, representations and warranties made by the Loan Parties in
the Loan Documents and in the certificates or other instruments delivered in connection with or pursuant to this Agreement or any
other Loan Document shall be considered to have been relied upon by the other parties hereto and shall survive the execution and
delivery of the Loan Documents and the making of any Loans, regardless of any investigation made by any such other party or on its
behalf and notwithstanding that the Agent or any Lender may have had notice or knowledge of any Default or incorrect representation
or warranty at the time any credit is extended hereunder, and shall continue in full force and effect as long as the principal of or any
accrued interest on any Loan or any fee or any other amount payable under this Agreement is outstanding and unpaid and so long as
the Commitments have not expired or terminated. The provisions of Sections 2.13, 2.14, 2.15 and 9.03 and
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