Neiman Marcus 2008 Annual Report Download - page 344

Authority) to the Agent or such Lender in the event the Agent or such Lender is required to repay such refund to such Governmental
Authority. This Section shall not be construed to require the Agent or any Lender to make available its tax returns (or any other
information relating to its taxes which it deems confidential) to such Loan Party or any other Person.
(h) If the Borrower determines in good faith that a reasonable basis exists for contesting any Indemnified Taxes or
Other Taxes for which additional amounts have been paid under this Section 2.15, the relevant Lender or Agent shall cooperate with
the Borrower in challenging such Indemnified Taxes or Other Taxes, at the Borrower's expense, if so requested by the Borrower in
writing.
SECTION 2.16. Payments Generally; Allocation of Proceeds; Sharing of Set-offs. (a) Unless otherwise specified,
the Borrower shall make each payment required to be made by it hereunder (whether of principal, interest or fees, or of amounts
payable under Section 2.13, 2.14 or 2.15, or otherwise) prior to 12:00 (noon), New York City time, on the date when due, in
immediately available funds, without set-off or counterclaim. Any amounts received after such time on any date may, in the
discretion of the Agent, be deemed to have been received on the next succeeding Business Day for purposes of calculating interest
thereon. All such payments shall be made to the Agent to the applicable account designated to the Borrower by the Agent, except that
payments pursuant to Sections 2.13, 2.14, 2.15 and 9.03 shall be made directly to the Persons entitled thereto. The Agent shall
distribute any such payments received by it, except as otherwise provided, for the account of any other Person to the appropriate
recipient promptly following receipt thereof. If any payment hereunder shall be due on a day that is not a Business Day, the date for
payment shall be extended to the next succeeding Business Day, and, in the case of any payment accruing interest, interest thereon
shall be payable for the period of such extension. All payments hereunder shall be made in Dollars. Any payment required to be
made by the Agent hereunder shall be deemed to have been made by the time required if the Agent shall, at or before such time, have
taken the necessary steps to make such payment in accordance with the regulations or operating procedures of the clearing or
settlement system used by the Agent to make such payment.
(b) Subject in all respects to the provisions of the Intercreditor Agreement, all proceeds of Collateral received by the
Agent after an Event of Default has occurred and is continuing and all or any portion of the Loans shall have been accelerated
hereunder pursuant to Article VII, shall upon election by the Agent or at the direction of the Required Lenders be applied, first, to,
ratably, pay any fees, indemnities, or expense reimbursements then due to the Agent from the Borrower (other than in connection with
Hedging Obligations), second, ratably, to pay any fees or expense reimbursements then due to the Lenders from the Borrower (other
than in connection with Hedging Obligations), third, to pay interest due and payable in respect of the Loans, ratably, fourth, to prepay
principal on the Loans and any amounts owing with respect to Hedging Obligations, ratably, fifth, to the payment of any other Secured
Obligation due to the Agent or any Lender by the Borrower, sixth, as provided for under the Intercreditor Agreement, and seventh, to
the Borrower or as the Borrower shall direct.
(c) If any Lender shall, by exercising any right of set-off or counterclaim or otherwise, obtain payment in respect of
any principal of or interest on any of its Loans resulting in such Lender receiving payment of a greater proportion of the aggregate
amount of its Loans and accrued interest thereon than the proportion received by any other Lender, then the Lender receiving such
greater proportion shall purchase (for cash at face value) participations in the Loans of other Lenders at such time outstanding to the
extent necessary so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate
amount of principal of and accrued interest on their respective Loans; provided that (i) if any such participations are purchased and all
or any portion of the payment giving rise thereto is recovered, such participations shall be rescinded and the purchase price restored to
the extent of such recovery, without interest, and (ii) the provisions of this paragraph shall not be construed to apply to any payment
made by the Borrower pursuant to and in accordance with the express
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