Neiman Marcus 2003 Annual Report Download - page 252

(d) Each Lender organized under the laws of a jurisdiction outside the United States shall provide the Borrower and the
Administrative Agent with Internal Revenue Service Form W-8BEN, W-8ECI, or other type of W-8, as appropriate, or any successor
form prescribed by the Internal Revenue Service: (i) on or prior to the date of its execution and delivery of this Agreement in the case
of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the case of each other
Lender, (ii) from time to time on reasonable request, and (iii) at any time that a change of circumstances occurs that makes any
information on the form so provided incorrect, certifying that such Lender is entitled to benefits under an income tax treaty to which
the United States is a party which exempts such Lender from United States withholding tax or reduces to zero the rate of withholding
tax on payments under this Agreement or under any Note or certifying that the income receivable pursuant to this Agreement is
effectively connected with the conduct of a trade or business in the United States. Further, each such Lender that is not an exempt
recipient listed in Treasury Regulation 1.6049-4(c)(1) shall provide the Borrower and the Administrative Agent with Internal Revenue
Service Form W-8 or W-9, as appropriate, or other successor form prescribed by the Internal Revenue Service, certifying that it is
exempt from United States back-up withholding.
(e) For any period with respect to which a Lender has failed to provide the Borrower or the Administrative Agent with
the appropriate forms pursuant to Section 8.04(d) (unless such failure is due to a change in treaty, law or regulation occurring
subsequent to the date on which such form originally was required to be provided), such Lender shall not be entitled to
indemnification under Section 8.04(d) or (c) with respect to Taxes imposed by the United States; provided that if a Lender, which is
otherwise exempt from or subject to a reduced rate of withholding tax, becomes subject to Taxes because of its failure to deliver a
form required hereunder, the Borrower shall take such steps as such Lender shall reasonably request to assist such Lender to recover
such Taxes.
(f) If the Borrower is required to pay additional amounts to or for the account of any Lender pursuant to this Section,
then such Lender will change the jurisdiction of its Applicable Lending Office if, in the judgment of such Lender, such change (i) will
eliminate or reduce any such additional payment which may thereafter accrue and (ii) is not otherwise disadvantageous to such
Lender.
Section 8.05. Base Rate Loans Substituted for Affected Fixed Rate. If (i) the obligation of any Lender to make, or
convert outstanding Loans to, Euro-Dollar Loans has been suspended pursuant to Section 8.02 or (ii) any Lender has demanded
compensation under Section 8.03 or 8.04 with respect to its Euro-Dollar Loans and the Borrower shall, by at least five Euro-Dollar
Business Day's prior notice to such Lender through the Administrative Agent, have elected that the provisions of this Section shall
apply to such Lender, then, unless and until such Lender notifies the Borrower that the circumstances giving rise to such suspension or
demand for compensation no longer exist, all Loans which would otherwise be made by such Lender as (or continued as or converted
into) Euro-Dollar Loans shall instead be Base Rate Loans (on which interest and principal shall be payable contemporaneously with
the related Euro-Dollar Loans of the other Lenders). If such Lender notifies the Borrower that the circumstances giving rise to such
notice no longer apply, the principal amount of each such Base Rate Loan shall be converted into a Euro-Dollar Loan on the first day
of the next succeeding Interest Period applicable to the related Euro-Dollar Loans of the other Lenders.
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