Neiman Marcus 2003 Annual Report Download - page 257

(d) An Eligible Assignee or Participant shall not be entitled to receive any greater payment under Section 8.03 or 8.04
than the applicable Lender would have been entitled to receive with respect to the rights assigned or the participation sold to such
Participant, unless the assignment to such Eligible Assignee or sale of the participation to such Participant is made with the Borrowers
prior written consent. A Participant organized under the laws of a jurisdiction outside the United States shall not be entitled to the
benefits of Section 8.03 or 8.04 unless the Borrower is notified of the participation sold to such Participant and such Participant
agrees, for the benefit of the Borrower, to comply with Section 8.03 or 8.04 as though it were a Lender.
(e) Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this
Agreement to secure obligations of such Lender, including without limitation any pledge or assignment to secure obligations to a
Federal Reserve Bank; provided that no such pledge or assignment of a security interest shall release a Lender from any of its
obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.
Section 9.07. Designated Lenders. Subject to the provisions of this Section, any Lender may at any time designate an Approved
Fund to provide all or a portion of the Loans to be made by such Lender pursuant to this Agreement; provided that such designation
shall not be effective unless the Borrower and the Administrative Agent consent thereto (which consents shall not be unreasonably
withheld). When a Lender and its Approved Fund shall have signed an agreement substantially in the form of Exhibit I hereto (a
"Designation Agreement") and the Borrower and the Administrative Agent shall have signed their respective consents thereto, such
Approved Fund shall become a Designated Lender for purposes of this Agreement. The Designating Lender shall thereafter have the
right to permit such Designated Lender to provide all or a portion of the Loans to be made by such Designating Lender pursuant to
Section 2.01 or 2.03, and the making of such Loans or portion thereof shall satisfy the obligation of the Designating Lender to the
same extent, and as if, such Loans or portion thereof were made by the Designating Lender. As to any Loans or portion thereof made
by it, each Designated Lender shall have all the rights that a Lender making such Loans or portion thereof would have had under this
Agreement and otherwise; provided that (x) its voting rights under this Agreement shall be exercised solely by its Designating Lender,
(y) its Designating Lender shall remain solely responsible to the other parties hereto for the performance of such Designated Lenders
obligations under this Agreement, including its obligations in respect of the Loans or portion thereof made by it and (z) such
Designated Lender shall be subject (A) to the limitations of Section 9.06(d) to the same extent as a Participant and (B) to the
provisions of Section 9.09. No additional Note shall be required to evidence the Loans or portion thereof made by a Designated
Lender; and the Designating Lender shall be deemed to hold its Note as agent for its Designated Lender to the extent of the Loans or
portion thereof funded by such Designated Lender. Each Designating Lender shall act as administrative agent for its Designated
Lender and give and receive notices and other communications on its behalf. Any payments for the account of any Designated Lender
shall be paid to its Designating Lender as administrative agent for such Designated Lender and neither the Borrower nor the
Administrative Agent shall be responsible for any Designating Lenders application of such payments. In addition, any Designated
Lender may, with notice to (but without the prior written consent of) the Borrower and the Administrative Agent, assign all or portions
of its interest in any Loans to its Designating Lender.
55