Neiman Marcus 2009 Annual Report Download - page 462

(c) Bank or Servicer may at any time notify the other of its intention to settle or compromise any claim, suit or
action against Bank in respect of which payments may be sought by Bank hereunder, and (i) Servicer may settle or compromise any
such claim, suit or action solely for the payment of money damages for which Bank will be fully indemnified hereunder and given a
full and complete release of any and all liability by all relevant parties relating to such claim, suit or action, but shall not agree to any
other settlement or compromise unless Bank consents in writing, which consent shall not be unreasonably withheld (it being agreed
that any failure of an Bank to consent to any settlement or compromise involving relief other than monetary damages shall not be
deemed to be unreasonably withheld), and (ii) Bank may settle or compromise any such claim, suit or action solely for an amount not
exceeding One Thousand Dollars ($1,000), but shall not settle or compromise any other matter without the prior written consent of
Servicer, which consent shall not be unreasonably withheld.
Section 7.03. Notice and Additional Rights and Limitations.
(a) If Bank fails to give prompt notice of any claim being made or any suit or action being commenced in
respect of which indemnification under this Section 7.03 may be sought, such failure shall not limit the liability of Servicer; provided,
however, that this provision shall not be deemed to limit Servicer's rights to recover from Bank for any loss, cost or expense which it
can establish resulted from such failure to give prompt notice.
(b) This Section 7.03 shall govern the obligations of the Parties with respect to the subject matter hereof but
shall not be deemed to limit the rights that either Party might otherwise have at law or in equity.
(c) Notwithstanding anything to the contrary in this Agreement, no Party shall be liable to the other for
punitive or exemplary damages relating to or arising out of this Agreement, any breach hereof or any of the transactions provided for
therein, unless Bank shall have become liable to a third party for such amounts.
Section 7.04. Limits on Indemnification. Notwithstanding anything to the contrary set forth in this article, Servicer
shall not have any obligation to indemnify Bank in respect of any breach of a representation or warranty under Section 7.01(a) unless
and until the Deductible Amount of Damages has been incurred in the aggregate by Bank in respect of breaches of representations and
warranties under Section 7.01(a). After Bank incurs in aggregate the Deductible Amount of Damages in respect of breaches of
representations and warranties under Section 7.01(a), Servicer shall indemnify Bank in accordance with this Article VII to the extent
of the full amount of such Damages.
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