Neiman Marcus 2009 Annual Report Download - page 365

Transaction Data and the Cardholder Indebtedness reflected therein. However, as a precaution in the unlikely event that any person
asserts that Article 9 of the UCC applies or may apply to the transactions contemplated hereby, and to secure the NMG Companies'
payment of and performance of all obligations of the NMG Companies to Bank, the NMG Companies hereby grant to Bank a first
priority present and continuing security interest in and to the following, whether now existing or hereafter created or acquired: (i) all
Accounts, Cardholder Indebtedness, Account Documentation and NMG Charge Transaction Data, (ii) all deposits, credit balances and
reserves on the Bank's books relating to the Program, and (iii) all proceeds of the Cardholder Indebtedness. In addition, the NMG
Companies agree to take any reasonable action requested by Bank, at Bank's expense, to establish the first lien and perfected status of
such security interest. Upon the termination or expiration of this Agreement, Bank shall execute such releases and file such notices as
the NMG Companies may request to evidence the termination of the security interest provided for in this Section 19.1.
19.2 Securitization, Participation or Pledge of Cardholder Indebtedness.
(a) Bank shall have the right to securitize, participate or pledge the Cardholder Indebtedness or any part
thereof by itself or as part of a larger offering at any time, in such a manner that allows Bank to obtain cash flows representing all or
most of the economic benefits of owning such Cardholder Indebtedness. Such securitization, participation or pledge shall not affect
the NMG Companies' rights or Bank's obligations hereunder. Bank shall not securitize, participate or pledge the Cardholder
Indebtedness in any manner that may encumber any of the NMG Companies' rights hereunder to purchase Program Assets. All uses
of the NMG Licensed Marks in any securitization document shall be made in accordance with Section 10.1 and with the prior written
approval of NMG.
(b) In the event the NMG Companies elect to purchase the Program Assets pursuant to Section 17.2 and Bank
has securitized, participated or pledged any of the Cardholder Indebtedness included in the Program Assets, the Parties will cooperate
to transfer such assets, or Bank's interest in and servicing rights with respect to such assets, to NMG or its Nominated Purchaser on
reasonable terms pursuant to instruments in form and substance satisfactory to the Parties, and the purchase price set forth in
Section 17.2(d) shall be reduced by the outstanding principal balance of such obligations on the Program Purchase Date.
19.3 Assignment. None of the NMG Companies, on the one hand, and the Bank Companies, on the other hand,
shall assign this Agreement or any of its rights hereunder without the prior written consent of the other Party, except to the extent
(i) the Cardholder Indebtedness is securitized as permitted pursuant to Section 19.2 or (ii) otherwise permitted under the Servicing
Agreement.
19.4 Sale or Transfer of Accounts. Bank shall not sell or transfer in whole or in part any Accounts; provided,
however, that this Section 19.4 shall not restrict the ability of Bank to securitize, participate or pledge the Cardholder Indebtedness
pursuant to Section 19.2. Bank may from time to time propose to NMG the terms under which it desires to sell any NMG Accounts
that have been written-off in accordance with the Risk Management Policies, including the payments proposed to be made to NMG
and Bank in connection with any such sale. NMG
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