Neiman Marcus 2009 Annual Report Download - page 466

whatever measures as are necessary to ensure that its status shall be that of an independent contractor.
Section 8.05. No Joint Venture. Nothing in this Agreement or any Transaction Document shall be deemed to create
a partnership or joint venture between Servicer and Bank. Except as expressly set forth herein, no Party shall have any authority
hereunder to bind or commit the other Party.
Section 8.06. Payment Terms. All payments to be made by either Party pursuant to this Agreement shall be made
by wire transfer in lawful money of the United States, immediately available funds, to such account as the receiving Party shall
specify prior to noon, New York time, two Business Days prior to the date payment is required. Any payment required to be made on
a day that is not a Business Day shall be made on the next succeeding Business Day.
Section 8.07. Entire Agreement. Each Party acknowledges that no representations, agreements, or promises were
made to it by the other Party other than those representations, agreements or promises specifically contained in this Agreement and in
the Transaction Documents. This Agreement and the other Transaction Documents set forth the entire understanding between the
Parties hereto with respect to the subject matter hereof and thereof.
Section 8.08. No Set-Off. The Parties agree that each Party has waived any right to set-off, combine, consolidate or
otherwise appropriate and apply (i) any assets of the other Party held by the Party or (ii) any indebtedness or other liabilities at any
time owing by the Party to the other Party, as the case may be, against or on account of any obligations owed by the other Party in
connection with this Agreement, except as expressly set forth herein.
Section 8.09. Notices. All notices, requests, demands and other communications which are required or permitted to
be given under this Agreement shall be in writing and shall be deemed to have been duly given upon the delivery or receipt thereof, as
the case may be, sent by registered or certified mail, return receipt requested, via overnight delivery service, postage prepaid, or by
facsimile transmission if provided below (receipt confirmed) to:
(a) In the case of Servicer:
c/o The Neiman Marcus Group, Inc.
One Marcus Square
1618 Main Street
Dallas, Texas 75201
Attention: General Counsel
Facsimile: [phone]
With a copy to:
c/o The Neiman Marcus Group, Inc.
One Marcus Square
1618 Main Street
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