Neiman Marcus 2003 Annual Report Download - page 253

Section 8.06. Substitution of Bank. If (i) the obligation of any Lender to make, or to convert or continue outstanding
Loans as or into, 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, the Borrower shall have the right, with the assistance of the Administrative Agent, to designate a substitute
bank or banks (which may be one or more of the Lenders) mutually satisfactory to the Borrower and the Administrative Agent (which
consent shall not be unreasonably withheld or delayed) to purchase (and, if such right is exercised, such Lender shall sell and assign)
for cash, pursuant to an Assignment and Assumption Agreement substantially in the form of Exhibit H hereto, the outstanding Loans
(including any Competitive Bid Loans) and Letter of Credit Liabilities of such Lender and assume the Commitment of such Lender,
without recourse to or warranty by, or expense to, such Lender, for a purchase price equal to the principal amount of all of such
Lender's outstanding Loans and Letter of Credit Liabilities plus any accrued but unpaid interest or fees thereon and the accrued but
unpaid fees in respect of such Lender's Commitment hereunder plus such amount, if any, as would be payable pursuant to Section 2.13
if the outstanding Loans of such Lender were prepaid in their entirety on the date of consummation of such assignment.
ARTICLE IX
MISCELLANEOUS
Section 9.01. Notices.
(a) All notices, requests and other communications to any party hereunder shall be in writing (including bank wire,
telex, facsimile or similar writing) and shall be given to such party: (i) in the case of the Borrower or the Administrative Agent, at its
address, facsimile number or telex number set forth on the signature pages hereof, (ii) in the case of any Lender, at its address,
facsimile number or telex number set forth in its Administrative Questionnaire or (iii) in the case of any party, at such other address,
facsimile number or telex number as such party may hereafter specify for the purpose by notice to the Administrative Agent and the
Borrower. Each such notice, request or other communication shall be effective (iv) if given by telex, when transmitted to the telex
number referred to in this Section and the appropriate answerback is received, (v) if given by facsimile, when transmitted to the
facsimile number referred to in this Section and confirmation of receipt is received, (vi) if given by mail or by any other means, when
delivered at the address referred to in this Section; provided that notices to the Administrative Agent under Article 2 or Article 8 shall
not be effective until received.
(b) Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic
communications pursuant to procedures approved by the Administrative Agent; provided that the foregoing shall not apply to notices
pursuant to Article 2 unless otherwise agreed by the Administrative Agent and the applicable Lender. The Administrative Agent or
the Borrower may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications
pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or
communications.
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