Neiman Marcus 2003 Annual Report Download - page 247

Section 7.02. Agents and Affiliates. Each Agent shall have the same rights and powers under this Agreement as any
other Lender and may exercise or refrain from exercising the same as though it were not one of the Agents. Each Agent and its
affiliates may accept deposits from, lend money to, and generally engage in any kind of business with the Borrower or any Subsidiary
or affiliate of the Borrower as if it were not one of the Agents.
Section 7.03. Action by Administrative Agent. The obligations of the Administrative Agent hereunder are only those
expressly set forth herein. Without limiting the generality of the foregoing, the Administrative Agent shall not be required to take any
action with respect to any Default, except as expressly provided in Article 6.
Section 7.04. Consultation With Experts. Each Agent may consult with legal counsel (who may be counsel for the
Borrower), independent public accountants and other experts selected by it and shall not be liable for any action taken or omitted to be
taken by it in good faith in accordance with the advice of such counsel, accountants or experts.
Section 7.05. Liability of Agents. None of the Agents, their affiliates and their respective directors, officers, agents and
employees shall be liable for any action taken or not taken by it in connection herewith (i) with the consent or at the request of the
Required Lenders (or such different number of Lenders as any provision hereof expressly requires for such consent or request) or (ii)
in the absence of its own gross negligence or willful misconduct; provided that the provisions of this sentence are for the sole benefit
of the Agents, their affiliates and their respective directors, officers, agents and employees and shall not release any Lender from
liability it would otherwise have to the Borrower. None of the Agents, their affiliates and their respective directors, officers, agents
and employees shall be responsible for or have any duty to ascertain, inquire into or verify (i) any statement, warranty or
representation made in connection with this Agreement or any borrowing hereunder; (ii) the performance or observance of any of the
covenants or agreements of the Borrower; (iii) the satisfaction of any condition specified in Article 3 except, in the case of the
Administrative Agent, receipt of items required to be delivered to it; or (iv) the validity, effectiveness or genuineness of this
Agreement, the Notes or any other instrument or writing furnished in connection herewith. No Agent shall incur any liability by
acting in reliance upon any notice, consent, certificate, statement or other writing (which may be a bank wire, telex, facsimile or
similar writing) believed by it to be genuine or to be signed by the proper party or parties. Without limiting the generality of the
foregoing, the use of the term "agent" in this Agreement with reference to any Agent is not intended to connote any fiduciary or other
implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of
market custom and is intended to create or reflect only an administrative relationship between independent contracting parties.
Section 7.06. Indemnification. The Lenders shall, ratably in proportion to their Credit Exposures, indemnify each
Agent and Issuing Bank, their respective affiliates and their respective directors, officers, agents and employees (to the extent not
reimbursed by the Borrower) against any cost, expense (including counsel fees and disbursements), claim, demand, action, loss or
liability (except such as result from such indemnitees' gross negligence or willful misconduct) that such indemnitees may suffer or
incur in connection with this Agreement or any Letter of Credit or any action taken or omitted by such indemnitees hereunder or
thereunder.
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