Neiman Marcus 2003 Annual Report Download - page 254

Section 9.02. No Waivers. No failure or delay by any Lender Party in exercising any right, power or privilege
hereunder or under any Note shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided shall be
cumulative and not exclusive of any rights or remedies provided by law.
Section 9.03. Expenses; Indemnification.
(a) The Borrower shall pay (i) all reasonable out-of-pocket expenses of the Agents, including reasonable fees and
disbursements of special counsel for the Agents, in connection with the preparation of this Agreement, any waiver or consent
hereunder or any amendment hereof or any Default or alleged Default hereunder and (ii) if an Event of Default occurs, all reasonable
out-of-pocket expenses incurred by each Lender Party, including (without duplication) the reasonable fees and disbursements of
outside counsel and the reasonable allocated cost of inside counsel, in connection with such Event of Default and any collection,
bankruptcy, insolvency, reorganization or other enforcement proceedings resulting therefrom; provided that each Lender Party shall
use reasonable efforts to avoid inappropriate duplication of expense in connection with any matter for which the Borrower is
responsible under this Section 9.03(a).
(b) The Borrower agrees to indemnify each Lender Party, their respective affiliates and the respective directors,
officers, agents and employees of the foregoing (each an "Indemnitee") and hold each Indemnitee harmless from and against any and
all liabilities, losses, damages, costs and expenses of any kind, including, without limitation, reasonable fees and disbursements of
counsel, which may be incurred by such Indemnitee in connection with any investigative, administrative or judicial proceeding
(whether or not such Indemnitee shall be designated a party thereto) brought or threatened relating to or arising out of this Agreement
or any actual or proposed use of proceeds of Loans hereunder; provided that no Indemnitee shall have the right to be indemnified
hereunder for its own gross negligence or willful misconduct as determined by a court of competent jurisdiction; provided further that
each Lender Party shall use reasonable efforts to avoid inappropriate duplication of expense in connection with any matter for which
the Borrower is responsible under this Section 9.03(b).
Section 9.04. Sharing. Each Lender agrees that if it shall, by exercising any right of set-off or counterclaim or
otherwise, receive payment of a proportion of the aggregate amount of principal and interest then due with respect to the Loans and
Letter of Credit Liabilities held by it which is greater than the proportion received by any other Lender in respect of the aggregate
amount of principal and interest then due with respect to the Loans and Letter of Credit Liabilities held by such other Lender, the
Lender receiving such proportionately greater payment shall purchase such participations in the Loans held by the other Lenders, and
such other adjustments shall be made, as may be required so that all such payments of principal and interest with respect to the Loans
and Letter of Credit Liabilities held by the Lenders shall be shared by the Lenders pro rata; provided that nothing in this Section shall
impair the right of any Lender to exercise any right of set-off or counterclaim it may have and to apply the amount subject to such
exercise to the payment of indebtedness of the Borrower other than its indebtedness hereunder.
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