Neiman Marcus 2009 Annual Report Download - page 244

Notices and other communications may also be sent to such other address or addresses as the Purchaser or the Sellers may
from time to time designate by notice as provided herein, except that notices of change of address shall be effective only upon receipt.
SECTION 10.2. Expenses. (a) Except as otherwise provided herein, all legal and any other third-party costs and expenses
incurred in connection herewith and the transactions contemplated by this Agreement and the Ancillary Agreements shall be paid by
the party incurring such expenses, except that all fees or other amounts payable to any Governmental Authority in connection with any
Requisite Regulatory Approval and any other consent required to be obtained hereunder shall be paid by the Purchaser.
(b) Collection efforts and related expenses on all Accounts made or incurred by the Sellers prior to the Closing Date
shall be the responsibility of the Sellers, and all monies paid or otherwise collected thereon prior to the Closing Date (and all
monies paid or otherwise collected on charged-off accounts prior to the Closing Date) shall be retained by the Sellers subject to
their contractual obligations under the Securitization Documents.
(c) The Purchaser shall be responsible for all fees of the rating agencies in connection with confirming ratings and
providing approvals for the contemplated assumptions and any proposed amendments of the Securitization Documents by the
Purchaser.
SECTION 10.3. Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the
parties and their respective successors and permitted assigns. This Agreement and the rights and obligations hereunder may not be
assigned by any party to any person without the prior written consent of the other party hereto, and any purported assignment without
such consent shall be void.
SECTION 10.4. Entire Agreement; Amendment; Waiver. This Agreement and the Ancillary Agreements, including the
annexes schedules hereto and thereto, embody the entire agreement of the parties hereto with respect to the subject matter hereof and
supersede all prior agreements with respect thereto, other than the Confidentiality Agreement. No representation, warranty,
inducement, promise, understanding or condition not set forth in this Agreement (or the other documents referred to in the preceding
sentence) has been made or relied on by any party in entering into this Agreement. This Agreement may be amended, and any
provision hereof waived, but only in writing signed by the party against whom such amendment or waiver is sought to be enforced.
SECTION 10.5. Counterparts. This Agreement may be executed in two or more counterparts any of which may be
delivered by facsimile transmission and all of which shall together constitute one and the same instrument. Any facsimile of (a) an
executed counterpart to this Agreement or (b) any document delivered pursuant hereto, including any documents required to be
delivered pursuant to Sections 7.1, 7.2 or 7.3, shall be deemed an original.
SECTION 10.6. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of New
York applicable to contracts made and to be performed within such State, and the obligations, rights and remedies of the parties hereunder shall be
determined in accordance with such laws.
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