Neiman Marcus 2003 Annual Report Download - page 276

Section 3. Payments. As consideration for the assignment and sale contemplated in Section 2 hereof, the Assignee
shall pay to the Assignor on the date hereof in Federal funds the amount heretofore agreed between them.(10) Fees accrued before the
date hereof with respect to amounts assigned to the Assignee hereunder are for the account of the Assignor and such fees accruing on
and after the date hereof with respect to such amounts are for the account of the Assignee. Each of the Assignor and the Assignee
agrees that if it receives any amount under the Credit Agreement which is for the account of the other party hereto, it shall receive the
same for the account of such other party to the extent of such other party's interest therein and promptly pay the same to such other
party.
Section 4. [Consent of the Borrower and the Administrative Agent. This Agreement is conditioned upon the consent
of the Borrower and the Administrative Agent pursuant to Section 9.06(b) of the Credit Agreement.(11)]
Section 5. Administrative Questionnaire. Attached is an Administrative Questionnaire duly completed by the
Assignee.
Section 6. No Reliance on Assignor. The Assignor represents and warrants that it is the legal and beneficial owner of
the interest being assigned hereby and that such interest is free and clear of any other adverse claim created by it. The Assignor makes
no representation or warranty (other than that mentioned immediately above) in connection with, and shall have no responsibility with
respect to, the solvency, financial condition or statements of the Borrower, or the validity and enforceability of the Borrower's
obligations under the Credit Agreement or any Note. The Assignee acknowledges that it has, independently and without reliance on
the Assignor, and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to
enter into this Agreement and will continue to be responsible for making its own independent appraisal of the business, affairs and
financial condition of the Borrower.
Section 7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of
New York.
Section 8. Counterparts. This Agreement may be signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same instrument.
(10) Amount should combine principal together with accrued interest and breakage compensation, if any, to be paid by the Assignee,
net of any portion of any upfront fee to be paid by the Assignor to the Assignee. It may be preferable in an appropriate case to specify
these amounts generically or by formula rather than as a fixed sum.
(11) Delete if consent is not required.