Neiman Marcus 2003 Annual Report Download - page 233

(vi) payment under a Letter of Credit against presentation to the Issuing Bank of documents that do not comply
with the terms of such Letter of Credit; provided that this clause (vi) shall not limit the rights of the Borrower under Section
2.15(e)(ii); or
(vii) any other act or omission to act or delay of any kind by any Lender (including the Issuing Bank), the
Administrative Agent or any other Person or any other event or circumstance whatsoever that might, but for the provisions of
this subsection (vii), constitute a legal or equitable discharge of or defense to the Borrowers or the Lender's obligations
hereunder.
(e) Indemnification; Expenses.
(i) Borrower hereby indemnifies and holds harmless each Lender (including each Issuing Bank) and the
Administrative Agent from and against any and all claims, damages, losses, liabilities, costs or expenses which it may
reasonably incur in connection with the execution and delivery or transfer of, or payment or failure to make payment under, a
Letter of Credit issued pursuant to this Section 2.15; provided that the Borrower shall not be required to indemnify any
Lender (including any Issuing Bank), or the Administrative Agent, for any claims, damages, losses, liabilities, costs or
expenses, to the extent caused by the gross negligence or willful misconduct of such Person or, with respect to any Issuing
Bank, to the extent caused by the Issuing Bank's failure to pay under any Letter of Credit after the presentation to it of
documents strictly complying with the terms and conditions of the Letter of Credit.
(ii) None of the Lenders (including an Issuing Bank) nor the Administrative Agent nor any of their officers or
directors or employees or agents shall be liable or responsible, by reason of or in connection with the execution and delivery
or transfer of or payment or failure to pay under any Letter of Credit, including without limitation any of the circumstances
enumerated in subsection (d) above; provided that, notwithstanding Section 2.15(d), the Borrower shall have a claim for
direct (but not consequential) damage suffered by it, to the extent caused by (x) subject to the following sentence, the Issuing
Bank's gross negligence or willful misconduct in determining whether documents presented under any Letter of Credit
complied with the terms of such Letter of Credit or (y) the Issuing Bank's failure to pay under any Letter of Credit after the
presentation to it of documents strictly complying with the terms and conditions of the Letter of Credit. The parties agree
that, with respect to documents presented which appear on their face to be in substantial compliance with the terms of a
Letter of Credit, the Issuing Bank may, in its sole discretion, either accept and make payment upon such documents without
responsibility for further investigation, regardless of any notice or information to the contrary, or refuse to accept and make
payment upon such documents if such documents are not in strict compliance with the terms of such Letter of Credit.
(iii) Nothing in this subsection (e) is intended to limit the obligations of the Borrower under any other
provision of this Agreement. To the extent the Borrower does not indemnify an Issuing Bank as required by this subsection,
the Lenders agree to do so ratably in accordance with their Commitments.
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