Neiman Marcus 2008 Annual Report Download - page 343

(e) Any Foreign Lender that is entitled to an exemption from or reduction of withholding tax under the law of the
jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a party, with respect to payments under this
Agreement shall deliver to the Borrower (with a copy to the Agent), at the time or times prescribed by applicable law, such properly
completed and executed documentation prescribed by applicable law or reasonably requested by the Borrower as will permit such
payments to be made without withholding or at a reduced rate. In particular, on or prior to the date which is ten (10) Business Days
after the Closing Date, each Foreign Lender shall deliver to the Borrower (with a copy to the Agent) two duly signed, properly
completed copies of either IRS Form W- 8BEN or any successor thereto (relating to such Foreign Lender and entitling it to an
exemption from, or reduction of, United States withholding tax on all payments to be made to such Foreign Lender by the Borrower or
any other Loan Party pursuant to this Agreement or any other Loan Document) or IRS Form W-8ECI or any successor thereto
(relating to all payments to be made to such Foreign Lender by the Borrower or any other Loan Party pursuant to this Agreement or
any other Loan Document) or such other evidence reasonably satisfactory to the Borrower and the Agent that such Foreign Lender is
entitled to an exemption from, or reduction of, United States withholding tax, including any exemption pursuant to Section 871(h) or
881(c) of the Code, and in the case of a Foreign Lender claiming such an exemption under Section 881(c) of the Code, a certificate
that establishes in writing to the Borrower and the Agent that such Foreign Lender is not (i) a "bank" as defined in Section 881(c)(3)
(A) of the Code, (ii) a 10-percent stockholder within the meaning of Section 871(h)(3)(B) of the Code, or (iii) a controlled foreign
corporation related to the Borrower with the meaning of Section 864(d) of the Code. Thereafter and from time to time, each such
Foreign Lender shall (A) promptly submit to the Borrower (with a copy to the Agent) such additional duly completed and signed
copies of one or more of such forms or certificates (or such successor forms or certificates as shall be adopted from time to time by the
relevant United States taxing authorities) as may then be available under then current United States Laws and regulations to avoid, or
such evidence as is reasonably satisfactory to the Borrower and the Agent of any available exemption from, or reduction of, United
States withholding taxes in respect of all payments to be made to such Foreign Lender by the Borrower or other Loan Party pursuant
to this Agreement, or any other Loan Document, in each case, (1) on or before the date that any such form, certificate or other
evidence expires or becomes obsolete, (2) after the occurrence of any event requiring a change in the most recent form, certificate or
evidence previously delivered by it to the Borrower and (3) from time to time thereafter if reasonably requested by the Borrower or the
Agent, and (B) promptly notify the Borrower and the Administrative Agent of any change in circumstances which would modify or
render invalid any claimed exemption or reduction.
(f) Each Lender or Agent that is a United States person, agrees to complete and deliver to the Borrower a statement
signed by an authorized signatory of the Lender to the effect that it is a United States person together with a duly completed and
executed copy of Internal Revenue Service Form W-9 or successor form.
(g) If the Agent or a Lender determines, in good faith in its sole discretion, that it has received a refund of any
Indemnified Taxes or Other Taxes as to which it has been indemnified by a Loan Party or with respect to which such Loan Party has
paid additional amounts pursuant to this Section 2.15, it shall pay over such refund to such Loan Party (but only to the extent of
indemnity payments made, or additional amounts paid, by such Loan Party under this Section 2.15 with respect to the Taxes or Other
Taxes giving rise to such refund), net of all out-of-pocket expenses of the Agent or such Lender (including any Taxes imposed with
respect to such refund) as is determined by the Agent or such Lender in good faith in its sole discretion, and without interest (other
than any interest paid by the relevant Governmental Authority with respect to such refund); provided, that such Loan Party, upon the
request of the Agent or such Lender, agrees to repay as soon as reasonably practicable the amount paid over to such Loan Party (plus
any penalties, interest or other charges imposed by the relevant Governmental
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