Neiman Marcus 2009 Annual Report Download - page 337

Credit Card Business, the Program, the Bank Companies or the NMG Companies, or as to any other matter whatsoever.
11.4 General Covenants of the NMG Companies.
(a) Litigation. Each of the NMG Companies promptly shall notify Bank 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 the NMG Companies' ability to perform their obligations hereunder.
(b) Reports and Notices. Each of the NMG Companies shall provide Bank with a facsimile notice specifying
the nature of any NMG Event of Default, or any event which, with the giving of notice or passage of time or both, would constitute an
NMG Event of Default, or any development or other information which is likely to have a material adverse effect on the Program, the
Accounts, Cardholder Indebtedness or the NMG Companies' ability to perform their obligations pursuant to this Agreement. Notices
pursuant to this Section 11.4(b) relating to NMG Events of Default shall be provided within two (2) Business Days after any of the
NMG Companies has Knowledge of the existence of such default. Notices relating to all other events or developments described in
this Section 11.4(b) shall be provided (i) promptly after any of the NMG Companies has 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 provided under this Section shall be confirmed in writing to
Bank within [***] after the transmission of the initial notice.
(c) Applicable Law/Operating Procedures. The NMG Companies shall at all times during the Term comply in
all material respects with Applicable Law affecting their obligations under this Agreement and the Operating Procedures.
(d) Servicing Qualifications. NMG shall at all times during the Term remain licensed and qualified in all
jurisdictions necessary to service the Accounts in accordance with all Applicable Laws, except where the failure to be so qualified
would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of NMG to perform
its obligations under this Agreement.
(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
[***] of the end of each Fiscal Year, and (ii) its unaudited consolidated quarterly financial statements within [***] 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).
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