Neiman Marcus 2003 Annual Report Download - page 256

(b) Any Lender may assign to one or more Eligible Assignees all or a portion of its rights and obligations under this
Agreement (including all or a portion of its Commitment and the Loans and Letter of Credit Liabilities at the time owing to it);
provided that (i) the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) subject to
each such assignment (determined as of the date the Assignment and Assumption Agreement with respect to such assignment is
delivered to the Administrative Agent) shall not be less than $10,000,000, except that this clause (i) shall not apply to an assignment
of the entire remaining amount of the assigning Lender's Commitment and the Loans at the time owing to it; (ii) each of the
Administrative Agent and (so long as no Event of Default exists) the Borrower shall consent to such assignment (each such consent
not to be unreasonably withheld or delayed), except that no such consent of the Borrower shall be required for an assignment to an
existing Lender or an affiliate of an existing Lender or an Approved Fund with respect to an existing Lender; (iii) each partial
assignment shall be made as an assignment of a proportionate part of all the assigning Lender's rights and obligations under this
Agreement with respect to the Loans, Letter of Credit Liabilities or the Commitment assigned, except that this clause (iii) shall not
apply to rights in respect of outstanding Competitive Bid Loans; and (iv) the parties to each assignment shall execute and deliver to
the Administrative Agent and the Borrower an agreement, substantially in the form of Exhibit H hereto (an "Assignment and
Assumption Agreement"), together with a processing and recordation fee of $3,500, and the Eligible Assignee, if it shall not be a
Lender, shall deliver to the Administrative Agent an Administrative Questionnaire. Subject to acceptance and recording thereof by the
Administrative Agent pursuant to paragraph (c) of this Section, from and after the effective date specified in each Assignment and
Assumption Agreement, the Eligible Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender
thereunder shall, to the extent of the interest assigned by such Assignment and Assumption Agreement, be released from its
obligations under this Agreement (and, in the case of an Assignment and Assumption Agreement covering all of the assigning
Lender's rights and obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue to be entitled to
the benefits of Sections 8.03, 8.04 and 9.03). Any assignment or transfer by a Lender of rights or obligations under this Agreement
that does not comply with this paragraph shall be treated for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with paragraph (d) of this Section. For avoidance of doubt, no assignment by a Lender
which is also an Issuing Bank of all or any portion of its Commitment, its Letter of Credit Liabilities or its Loans pursuant to this
paragraph (b) shall affect its rights and obligations in its capacity as an Issuing Bank.
(c) Any Lender may, without the consent of, or notice to, the Borrower or the Administrative Agent, sell participations
to one or more banks or other entities (a "Participant") in all or a portion of such Lender's rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans and/or Letter of Credit Liabilities owing to it); provided
that (i) such Lender's obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the
other parties hereto for the performance of such obligations and (iii) the Borrower, the Administrative Agent and the other Lenders
shall continue to deal solely and directly with such Lender in connection with such Lender's rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall
retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision of this
Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant,
agree to any amendment, modification or waiver described in clause (i), (ii) or (iii) of Section 9.05(a) that affects such Participant.
Subject to paragraph (d) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Section 2.17 and
Article 8 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 9.04 as though it were a
Lender, provided such Participant agrees to be subject to Section 9.04 as though it were a Lender.
54