Neiman Marcus 2009 Annual Report Download - page 468

Section 8.14. Drafting. Each Party acknowledges that its legal counsel participated in the drafting of this
Agreement. The Parties hereby agree that the rule of construction that ambiguities are to be resolved against the drafting party shall
not be employed in the interpretation of this Agreement to favor one Party over the other.
Section 8.15. Counterparts. This Agreement may be executed in one or more counterparts, each of which
counterparts shall be deemed to be original, and all such counterparts shall constitute one and the same instrument.
Section 8.16. Assignment; Successors. This Agreement shall not be assigned by either Party without the prior
written consent of the other, except that (a) Servicer shall have the right to assign its rights and obligations hereunder to any Affiliate
of Servicer and (b) Bank shall have the right to assign its rights and obligations hereunder to an Affiliate. This Agreement is intended
for the exclusive benefit of the Parties hereto and their respective successors and permitted assigns, and shall not create any rights in
or be enforceable by any other Person whomsoever, other than any Person entitled to indemnification from Servicer pursuant to
Article VII hereof, it being the intention of the Parties that no other Person shall be deemed to be a third party beneficiary of this
Agreement. This Agreement shall be binding on, and enforceable against, the successors and permitted assigns of the Parties.
Section 8.17. 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.
Section 8.18. Waiver of Jury Trial and Venue.
(a) Each party hereto hereby waives all right to trial by jury in any action or proceeding to enforce or defend
any rights under this Agreement.
(b) Each party hereto hereby irrevocably submits to the jurisdiction of the United States District Court for the
State of Delaware or, if such federal jurisdiction is unavailable, in the state courts of the State of Delaware over any action arising out
of this Agreement, and each party hereto hereby irrevocably waives any objection which such party may now or hereafter have to the
laying of improper venue or forum non conveniens. Each party hereto agrees that a judgment in any such action or proceeding may be
enforced in other jurisdictions by suit on the judgment or in any manner provided by law. Any and all service of process and any
other notice in any such suit, action or proceeding with respect to this Agreement shall be effective against any party hereto if given as
provided herein.
IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives to execute this
Agreement as of the date first written above.
THE NEIMAN MARCUS GROUP, INC.
By: /s/ James E. Skinner
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