Neiman Marcus 2003 Annual Report Download - page 251

Section 8.04. Taxes.
(a) For the purposes of this Section 8.04, the following terms have the following meanings:
"Taxes" means any and all present or future taxes, duties, levies, imposts, deductions, charges or withholdings with respect to
any payment by the Borrower pursuant to this Agreement or under any Note, and all liabilities with respect thereto, excluding (i) in the
case of each Lender and the Administrative Agent, taxes imposed on its net income, and franchise or similar taxes imposed on it, by a
jurisdiction under the laws of which such Lender or the Administrative Agent (as the case may be) is organized or in which its
principal executive office is located or, in the case of each Lender, in which its Applicable Lending Office is located and (ii) in the
case of each Lender, any United States withholding tax imposed with respect to any payment by the Borrower pursuant to this
Agreement or under any Note, but only up to the rate (if any) at which United States withholding tax would apply to such payments to
such Lender at the time such Lender first becomes a party to this Agreement.
"Other Taxes" means any present or future stamp or documentary taxes and any other excise or property taxes, or similar
charges or levies, which arise from any payment made pursuant to this Agreement or under any Note or from the execution or delivery
of, or otherwise with respect to, this Agreement or any Note.
(b) Any and all payments by the Borrower to or for the account of any Lender or the Administrative Agent hereunder
or under any Note shall be made without deduction for any Taxes or Other Taxes; provided that, if the Borrower shall be required by
law to deduct any Taxes or Other Taxes from any such payments, (i) the sum payable shall be increased as necessary so that after
making all required deductions for any Taxes or Other Taxes (including deductions applicable to additional sums payable under this
Section) such Lender or the Administrative Agent (as the case may be) receives an amount equal to the sum it would have received
had no such deductions been made, (ii) the Borrower shall make such deductions, (iii) the Borrower shall pay the full amount
deducted to the relevant taxation authority or other authority in accordance with applicable law and (iv) the Borrower shall furnish to
the Administrative Agent, at its address referred to in Section 9.01, the original or a certified copy of a receipt evidencing payment
thereof.
(c) The Borrower agrees to indemnify each Lender and the Administrative Agent for the full amount of Taxes or Other
Taxes (including, without limitation, any Taxes or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this
Section) paid by such Lender or the Administrative Agent (as the case may be) and any liability (including penalties, interest and
expenses) arising therefrom or with respect thereto. This indemnification shall be paid within 30 days after such Lender or the
Administrative Agent (as the case may be) makes demand therefor.
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