Neiman Marcus 2008 Annual Report Download - page 578

4.3 Certain Responsibilities of Bank.
(a) In addition to its other obligations set forth elsewhere in this Agreement, Bank agrees that during the Term it shall:
(i) extend credit (or cause one of its Affiliates to extend credit) on newly originated and existing Accounts in accordance
with the Risk Management Policies and Operating Procedures;
(ii) comply (and cause its applicable Affiliates to comply) with the terms of the Cardholder Agreements, the Program
Privacy Policies and all Cardholder opt-outs;
(iii) after the Systems Transition Date, provide any Account information required for the NMG Companies' administration
of any Loyalty Program;
(iv) in accordance with Section 7.2, after the Documentation Services Transition Date, prepare, process and mail
Cardholder Billing Statements, Inserts, privacy policy notices, change in terms notices and other communications to Cardholders and
perform any other Services required to be performed pursuant to this Agreement from time to time;
(v) provide training with respect to Program operations, including training of POS personnel and NMG Servicer personnel
in the Bank's policies and procedures with respect to the Program and in the use of any Bank Systems utilized in the Program;
(vi) to the fullest extent permitted by Applicable Law and Bank's or its Affiliate's agreements with third parties, as
requested from time to time by NMG, provide transaction and experience information about cardholders of Bank's and its Affiliates'
other Credit Card programs and customers of Bank's and its Affiliates' other consumer loan programs and assist the NMG Companies
and their Affiliates in using such information to develop marketing plans for their businesses; and
(vii) to the fullest extent permitted by Applicable Law and Bank's or its Affiliate's agreements with third parties, as
requested from time to time by NMG, permit the NMG Companies to solicit or offer NMG Goods and Services to cardholders of
Bank's and its Affiliates' other Credit Card programs and customers of Bank's and its Affiliates' other consumer loan programs.
4.4 Ownership of Accounts; Account Documentation.
(a) Except to the extent of the NMG Companies' ownership of the NMG Licensed Marks, Bank shall be the sole and exclusive
owner of all Accounts and Account Documentation and shall have all rights, powers, and privileges with respect thereto as such
owner; provided that Bank shall exercise such rights consistent with the provisions of this Agreement and Applicable Law. All
purchases of NMG Goods and Services in connection with the Accounts and the Cardholder Indebtedness shall create the relationship
of debtor and creditor between the relevant Cardholder and Bank, respectively. The NMG Companies acknowledge and agree that
(i) they have no right, title or interest (except for their right, title and interest in the NMG Licensed Marks and their option to purchase
the Program Assets under Section 17.2) in or to, any of the Accounts or Account Documentation or any proceeds of the foregoing, and
(ii) Bank extends credit directly to Cardholders.
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