Neiman Marcus 2008 Annual Report Download - page 632

18.4 Notice and Additional Rights and Limitations.
(a) If an Indemnified Party fails to give prompt notice of any claim being made or any suit or action being commenced in
respect of which indemnification under this Article XVIII may be sought, such failure shall not limit the liability of the Indemnifying
Party; provided, however, that this provision shall not be deemed to limit the Indemnifying Party's rights to recover from the
Indemnified Party for any loss, cost or expense which it can establish resulted from such failure to give prompt notice.
(b) This Article XVIII 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 the
Indemnified Party shall have become liable to a third party for such amounts.
ARTICLE XIX
MISCELLANEOUS
19.1 Precautionary Security Interest. The NMG Companies and Bank agree that this Agreement contemplates the extension of
credit by Bank to Cardholders and that the NMG Companies' submission of NMG Charge Transaction Data to Bank shall constitute
assignment by the NMG Companies of any and all right, title and interest in such NMG Charge 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,
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