Neiman Marcus 2008 Annual Report Download - page 612

(e) Disputes with Cardholders. The NMG Companies shall cooperate with Bank in a timely manner (but in no event less
promptly than required by Applicable Law) to resolve all disputes with Cardholders.
(f) Financial Statements. If at any time during the Term, NMG does not publicly file periodic reports with the Securities and
Exchange Commission, NMG shall provide to Bank (i) its audited consolidated annual financial statements within 90 days of the end
of each Fiscal Year, and (ii) its unaudited consolidated quarterly financial statements within 60 days of the end of each Fiscal Quarter.
Such statements shall include the consolidated balance sheet, income statement and statement of cash flows and financial position, all
prepared in accordance with GAAP applied on a consistent basis (except for normal year end adjustments and the absence of footnotes
on the quarterly statements).
(g) Books and Records. NMG shall keep adequate records and books of account with respect to the Accounts and Cardholder
Indebtedness in which proper entries, reflecting all of NMG's financial transactions relating to the Program, are made in accordance
with GAAP and the requirements of this Agreement. NMG shall keep adequate records and books of account with respect to its
activities in connection with the Program, in which proper entries reflecting all of NMG's financial transactions are made in
accordance with GAAP.
(h) Program Support. NMG shall not take any action that Bank reasonably concludes is materially inconsistent with the Program
Objectives or otherwise materially adversely affects the Program or Bank's private label Credit Card business.
11.5 General Covenants of the Bank Companies.
(a) Litigation. Bank shall notify NMG in writing if it receives written notice of any litigation that, if adversely determined,
would reasonably be expected to have a material adverse effect on the Program, the Accounts in the aggregate or any Bank Company's
ability to perform its obligations hereunder.
(b) Reports and Notices. Bank shall provide NMG with a facsimile notice specifying the nature of any Bank Event of Default, or
any event which, with the giving of notice or passage of time or both, would constitute a Bank Event of Default, or any development
or other information which is likely to have a material adverse effect on the Program, the Accounts or Bank's ability to perform its
obligations pursuant to this Agreement. Notice pursuant to this Section 11.5(b) relating to Bank Events of Default shall be provided
within two (2) Business Days after any Bank Company has Knowledge of the existence of such default. Notices relating to all other
events or developments described in this Section 11.5(b) shall be provided (i) promptly after any Bank Company obtains Knowledge
of the existence of such event or development if such event or development has already occurred, and (ii) with respect to events or
developments that have yet to occur, as early as reasonably practicable under the circumstances. Any notice produced under this
section shall be confirmed in writing to NMG within five (5) Business Days after transmission of the initial notice.
(c) Applicable Law/Operating Procedures. The Bank Companies shall at all times during the Term comply in all material
respects with Applicable Law affecting their obligations
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