Neiman Marcus 2009 Annual Report Download - page 338

(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 [***] 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 [***] 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 under this Agreement and the Operating Procedures. Bank shall
at all times during the Term maintain a federal bank charter and continue its existence as a bank under the laws of the United States.
(d) Books and Records. The Bank Companies shall keep adequate records and books of account with respect
to the Accounts and Cardholder Indebtedness in which proper entries, reflecting all of the financial transactions relating to the
Program, are made in accordance with GAAP and the requirements of this Agreement. The Bank Companies shall keep adequate
records and books of account with respect to their activities, in which proper entries reflecting all of the financial transactions are
made in accordance with GAAP.
(e) Servicing Qualifications. The Bank Companies shall at all times during the Term remain licensed and
qualified in all jurisdictions necessary to service the Accounts in
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