OF ANY SUCH REQUIREMENT TO THE EXTENT PERMITTED BY
SUCH REQUIREMENT SO AS TO PERMIT THE BORROWER TO SEEK A PROTECTIVE ORDER OR
OTHER APPROPRIATE REMEDY AND (IV) AS MAY BE REQUIRED IN CONNECTION WITH THE
EXAMINATION, AUDIT OR SIMILAR INVESTIGATION OF SUCH PERSON.
SECTION 9.10.
GOVERNING LAW; JURISDICTION.
THIS AGREEMENT AND EACH
NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE
OF NEW YORK.
THE BORROWER HEREBY SUBMITS TO THE NONEXCLUSIVE JURISDICTION OF
THE UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK AND OF
ANY NEW YORK STATE COURT SITTING IN NEW YORK CITY FOR PURPOSES OF ALL LEGAL
PROCEEDINGS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY. THE BORROWER IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT
ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT
FORUM.
SECTION 9.11.
COUNTERPARTS; INTEGRATION.
THIS AGREEMENT MAY BE SIGNED
IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME
EFFECT AS IF THE SIGNATURES THERETO AND HERETO WERE UPON THE SAME INSTRUMENT.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING AMONG THE
PARTIES HERETO AND SUPERSEDES ANY AND ALL PRIOR AGREEMENTS AND UNDERSTANDINGS,
ORAL OR WRITTEN, RELATING TO THE SUBJECT MATTER HEREOF.
SECTION 9.12.
WAIVER OF JURY TRIAL.
EACH PARTY HERETO HEREBY
IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED
HEREBY.
56
SECTION 9.13.
USA PATRIOT ACT NOTICE.
EACH LENDER THAT IS SUBJECT TO
THE ACT (AS HEREINAFTER DEFINED) AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND
NOT ON BEHALF OF ANY LENDER) HEREBY NOTIFIES THE BORROWER THAT PURSUANT TO THE
REQUIREMENTS OF THE USA PATRIOT ACT (TITLE III OF PUB. I. 107-56 (SIGNED INTO
LAW OCTOBER 26, 2001)) (THE "ACT"), IT IS REQUIRED TO OBTAIN, VERIFY AND RECORD
INFORMATION THAT IDENTIFIES THE BORROWER, WHICH INFORMATION INCLUDES THE NAME
AND ADDRESS OF THE BORROWER AND OTHER INFORMATION THAT WILL ALLOW SUCH LENDER OR
THE ADMINISTRATIVE AGENT, AS APPLICABLE, TO IDENTIFY THE BORROWER IN ACCORDANCE
WITH THE ACT.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized officers as of the day and year first
above written.
THE NEIMAN MARCUS GROUP, INC.
By:
/s/
Stacie R. Shirley
Vice President-Treasurer
ADMINISTRATIVE AGENT:
JPMORGAN CHASE BANK,
as Administrative Agent and as Issuing
Bank
By:
/s/
D. Scott Harvey
Vice President
SYNDICATION AGENT:
BANK OF AMERICAN, N.A.,Syndication
Agent and as a Lender
By:
/s/
Amy Honey
Vice President
DOCUMENT AGENTS:
WACHOVIA BANK N.A., as a
Documentation Agent and as a Lender
By:
/s/
Martha M. Winters
Director
WELLS FARGO BANK NATIONAL
ASSOCIATION, as a Documentation Agent
and as a Lender
By:
/s/ Preston Massey
Vice