Neiman Marcus 2008 Annual Report Download - page 393

protection of its rights in connection with the Loan Documents, including its rights under this Section, or in connection with the Loans
made hereunder, including all such reasonable documented out-of-pocket expenses incurred during any workout, restructuring or
related negotiations in respect of such Loans, and (iv) subject to any other provisions of this Agreement, of the Loan Documents or of
any separate agreement entered into by the Borrower and the Agent with respect thereto, all reasonable documented out-of-pocket
expenses incurred by the Agent in the administration of the Loan Documents. Expenses reimbursable by the Borrower under this
Section include, without limiting the generality of the foregoing, subject to any other applicable provision of any Loan Document,
reasonable documented out-of-pocket costs and expenses incurred in connection with:
(i) lien and title searches and title insurance; and
(ii) taxes, fees and other charges for recording the Mortgages, filing financing statements and continuations, and
other actions to perfect, protect, and continue the Agent's Liens.
Other than to the extent required to be paid on the Closing Date, all amounts due under this paragraph (a) shall be payable by the
Borrower within ten (10) Business Days of receipt of an invoice relating thereto and setting forth such expenses in reasonable detail.
(b) The Borrower shall indemnify the Agent and each Lender, and each Related Party of any of the foregoing
Persons (each such Person being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims,
damages, penalties, liabilities and related expenses, including the fees, charges and disbursements of any counsel for any Indemnitee,
incurred by or asserted against any Indemnitee arising out of, in connection with, or as a result of (i) the execution or delivery of the
Loan Documents or any agreement or instrument contemplated thereby, the performance by the parties hereto of their respective
obligations thereunder or the consummation of the Transactions or any other transactions contemplated hereby, (ii) any Environmental
Liability related in any way to the Borrower or any of its Subsidiaries or to any property owned or operated by the Borrower or any of
its Subsidiaries, or (iii) any actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether
based on contract, tort or any other theory and regardless of whether any Indemnitee is a party thereto (and regardless of whether such
matter is initiated by a third party or by the Borrower, any other Loan Party or any of their respective Affiliates); provided that such
indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims, damages, penalties, liabilities or related
expenses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross
negligence or willful misconduct of such Indemnitee.
(c) To the extent that the Borrower fails to pay any amount required to be paid by it to the Agent under paragraph
(a) or (b) of this Section, each Lender severally agrees to pay to the Agent such Lender's Applicable Percentage (determined as of the
time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the
unreimbursed expense or indemnified loss, claim, damage, penalty, liability or related expense, as the case may be, was incurred by or
asserted against the Agent in its capacity as such.
(d) To the extent permitted by applicable law, no party to this Agreement shall assert, and each hereby waives, any
claim against any other party hereto or any Related Party thereof, on any theory of liability, for special, indirect, consequential or
punitive damages (as opposed to direct or actual damages) arising out of, in connection with, or as a result of, this Agreement or any
agreement or instrument contemplated hereby, the Transactions, any Loan or the use of the proceeds thereof.
(e) All amounts due under this Section shall be paid promptly after written demand therefor.
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