Neiman Marcus 2009 Annual Report Download - page 339

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 the Bank Companies to perform their obligations under this
Agreement. Primary Servicer shall at all times during the Term maintain the necessary facilities, equipment, supplies and such other
resources in good working order as are reasonably necessary to provide any Services required to be provided by it pursuant to
Section 7.2 in accordance with the SLAs set forth in Schedule 7.3(a).
(f) Program Support. The Bank Companies shall not take any action that NMG reasonably concludes is
materially inconsistent with the Program Objectives or otherwise materially adversely affects the Program or NMG's retail business or
relations with its customers in any material respect.
(g) Disputes with Cardholders. The Bank Companies shall cooperate with the NMG Companies in a timely
manner (but in no event less promptly than required by Applicable Law) to resolve all disputes with Cardholders.
ARTICLE XII
ACCESS, AUDIT AND DISPUTE RESOLUTION
12.1 Access Rights. Each Party shall permit the other Party and its representatives and regulators to visit its
facilities related to the Program during normal business hours with reasonable advance notice. The reviewing Party shall employ such
reasonable procedures and methods as are necessary and appropriate in the circumstances, minimizing interference to the extent
practicable with the reviewed Party's normal business operations. The reviewed Party shall use commercially reasonable efforts to
facilitate the reviewing Party's review, including making reasonably available such personnel of the reviewed Party and its service
providers to assist the reviewing Party and its representatives as reasonably requested. Each Party shall also permit the other Party and
its representatives and regulators to review (during normal business hours) and obtain copies of the books and records relating to the
Program; provided that neither Party shall be required to provide access to records to the extent that (a) such access is prohibited by
Applicable Law, (b) such records are legally privileged, (c) such records are company planning documents of such Party or any of its
Affiliates, operating budgets, management reviews or employee records, (d) such records relate to other customers of, or credit
programs operated by, Bank or the NMG Companies (except as may be necessary or appropriate in connection with any consideration
of the terms and conditions of Comparable Partner Programs and Competing Retail Programs as contemplated by this Agreement to
the extent such terms and conditions are publicly known or otherwise known and not subject to any confidentiality obligations on the
part of either Party) or (e) such records relate to other customers or operations of such Party other than the Program or to personnel
records not normally disclosed in connection with audits.
12.2 Audit Rights. Twice per year or at any time that a Party disputes the amount of any monies owed by either
Party to the other hereunder, such Party, at its sole cost and expense and upon five (5) days' prior notice to the other Party, may
conduct an audit of those of the other Party's financial and operational records that are under the control and/or
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