Neiman Marcus 2008 Annual Report Download - page 579

(b) Except as expressly provided herein, Bank shall be entitled to (i) receive all payments made by Cardholders on Accounts and
(ii) retain for its account all Cardholder Indebtedness and all other fees and income authorized by the Cardholder Agreements and
collected with respect to the Accounts and Cardholder Indebtedness. Bank shall retain for its account any income from selling
Approved Ancillary Products as shall have been approved by the Management Committee in connection with the approval of the
offering of such Approved Ancillary Products.
(c) Bank shall fund all Cardholder Indebtedness on the Accounts.
(d) Bank shall have the exclusive right to effect collection of Cardholder Indebtedness, except as set forth in the Servicing
Agreement, and shall notify Cardholders to make payment directly to it in accordance with its instructions; provided, however, that
Bank at its option may make all collections for its account using a Program name which includes the name of NMG and, if Bank so
elects, the name of Bank, and may direct all checks to be made payable to "NMG" or, with NMG approval, another name combined
with the name NMG. NMG grants to Bank a limited power of attorney (coupled with an interest) to sign and endorse NMG's name
upon any form of payment that may have been issued in NMG's name in respect of any Account.
(e) Notwithstanding the foregoing, the NMG Companies shall accept payments made with respect to an Account (i) in an NMG
Store as provided in Section 8.3, (ii) by telephone through the ACH Pay by Phone system and (iii) online through the NMG
Companies' websites.
(f) With respect to all Account Documentation, and notwithstanding the purchase of such Account Documentation by Bank as
of the Effective Date, NMG Servicer, shall continue to hold and retain the Account Documentation following the Effective Date as
bailee for the sole benefit of Bank.
(i) From time to time following the Effective Date, NMG Servicer shall deliver such Account Documentation as requested
by Bank. NMG Servicer will use reasonable efforts to accommodate Bank's shorter requested time frames, but in any event such
deliveries will be made no later than the following time frames: (i) for statements, 15 days; (ii) for non-cash payment information, 10
days; (iii) for cash payment information, 5 Business Days, (iv) for application information, 20 days; (v) for sales slips, 20 days; and
(vi) for all other Account Documentation, 30 days. NMG Servicer shall effect delivery of the requested Account Documentation at its
sole cost and expense, unless otherwise determined by the Management Committee; provided, that in connection with any litigation,
all Account Documentation shall be provided within fifteen (15) days rather than the timeframes set forth above.
(ii) In discharging its bailment duties hereunder, NMG Servicer agrees to utilize such document storage, safekeeping and
security methods in accordance with Applicable Law. All Account Documentation shall be housed at NMG Servicer's operations
centers or other facilities designated by NMG Servicer. Without limiting any of their obligations under this Agreement, NMG agrees
to maintain the Account Documentation for a period that complies with the document retention policy set forth in Schedule 4.4(f).
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