Neiman Marcus 2008 Annual Report Download - page 396

other parties hereto as follows: (i) such assigning Lender warrants that it is the legal and beneficial owner of the interest being
assigned thereby free and clear of any adverse claim and that its Commitment, and the outstanding balances of its Loans, in each case
without giving effect to assignments thereof which have not become effective, are as set forth in such Assignment and Assumption,
(ii) except as set forth in (i) above, such assigning Lender makes no representation or warranty and assumes no responsibility with
respect to any statements, warranties or representations made in or in connection with this Agreement, or the execution, legality,
validity, enforceability, genuineness, sufficiency or value of this Agreement, any other Loan Document or any other instrument or
document furnished pursuant hereto, or the financial condition of the Borrower or any Subsidiary or the performance or observance by
the Borrower or any Subsidiary of any of its obligations under this Agreement, any other Loan Document or any other instrument or
document furnished pursuant hereto; (iii) such assignee represents and warrants that it is an Eligible Assignee, legally authorized to
enter into such Assignment and Assumption; (iv) such assignee confirms that it has received a copy of this Agreement, together with
copies of the most recent financial statements referred to in Section 3.04(a) or delivered pursuant to Section 5.01 and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into such Assignment
and Assumption; (v) such assignee will independently and without reliance upon the Agent, such assigning Lender or any other
Lender and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit
decisions in taking or not taking action under this Agreement; (vi) such assignee appoints and authorizes the Agent to take such action
as agent on its behalf and to exercise such powers under this Agreement as are delegated to the Agent, by the terms hereof, together
with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will perform in accordance with their
terms all the obligations which by the terms of this Agreement are required to be performed by it as a Lender.
(c) (i) Any Lender may, without the consent of the Borrower or the Agent, sell participations to one or more banks
or other entities (a "Participant") in all or a portion of such Lender's rights and obligations under this Agreement (including all or a
portion of its Commitment or the Loans owing to it); provided that (A) such Lender's obligations under this Agreement shall remain
unchanged, (B) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, (C) the
Borrower, the 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 and (D) no such Participant shall be a "creditor" as defined in Regulation T or a
"foreign branch of a broker-dealer" within the meaning of Regulation X. 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 the first
proviso to Section 9.02(b) that affects such Participant. Subject to paragraph (c)(ii) of this Section, the Borrower agrees that each
Participant shall be entitled to the benefits of Sections 2.13, 2.14 and 2.15 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 9.08 as though it were a Lender, provided such Participant agrees to be subject to Section 2.16(c) as though
it were a Lender.
(ii) A Participant shall not be entitled to receive any greater payment under Section 2.13 or 2.15 than the applicable
Lender would have been entitled to receive with respect to the participation sold to such Participant, unless the sale of the participation
to such Participant is made with the Borrower's prior written consent. A Participant that would be a Foreign Lender if it were a
Lender shall not be entitled to the benefits of Section 2.15 unless the Borrower is notified of the participation sold to
98