Neiman Marcus 2008 Annual Report Download - page 394

SECTION 9.04. Successors and Assigns. (a) The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that (i) the Borrower may not
assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of each Lender (and any
attempted assignment or transfer by the Borrower without such consent shall be null and void) and (ii) no Lender may assign or
otherwise transfer its rights or obligations hereunder except in accordance with this Section (any attempted assignment or transfer not
complying with the terms of this Section shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed
to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants (to the
extent provided in paragraph (c) of this Section) and, to the extent expressly contemplated hereby, the Related Parties of each of the
Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Agreement.
(b) (i) Subject to the conditions set forth in paragraph (b)(ii) below, 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 or the Loans
at the time owing to it) with the prior written consent (such consent not to be unreasonably withheld or delayed) of:
(A) the Borrower, provided that no consent of the Borrower shall be required for an assignment to another Lender,
an Affiliate of a Lender, an Approved Fund or, if an Event of Default specified in paragraphs (a), (b), (f) or (g) of Article VII
has occurred and is continuing, any other Eligible Assignee and provided further that no consent of the Borrower shall be
required for an assignment during the primary syndication of the Loans to Persons identified by the Agent to the Borrower on
or prior to the Closing Date and reasonably acceptable to the Borrower; and
(B) the Agent.
(ii) Assignments shall be subject to the following additional conditions:
(A) except in the case of an assignment to another Lender, an Affiliate of a Lender or an Approved Fund or an
assignment of the entire remaining amount of the assigning Lender's Commitment or Loans, the amount of the Commitment
or the principal amount of Loans of the assigning Lender subject to each such assignment (determined as of the date the
Assignment and Assumption with respect to such assignment is delivered to the Agent and determined on an aggregate basis
in the event of concurrent assignments to Related Funds (as defined below)) shall not be less than $1,000,000 unless each of
the Borrower and the Agent otherwise consent, provided that no such consent of the Borrower shall be required if an Event of
Default specified in paragraphs (a), (b), (f) or (g) of Article VII has occurred and is continuing;
(B) 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;
(C) the parties to each assignment shall execute and deliver to the Agent an Assignment and Assumption via an
electronic settlement system acceptable to the Agent (or, if previously agreed with the Agent, manually), and shall pay to the
Agent a processing and recordation fee of $3,500 (which fee may be waived or reduced in the sole discretion of the Agent
and shall not be payable in the case of any assignment by any Joint Lead Arranger or any of its Affiliates); provided that only
one such fee shall be payable in the case of concurrent assignments to two or more Related Funds; and
96