Neiman Marcus 2008 Annual Report Download - page 739

Section 8.02. 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 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, including any audit results of subcontractors that provide Services; 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, the Household Companies or Servicer 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.
Section 8.03. No Waiver; Remedies; Amendment.
(a) Failure or delay on the part of either Party to exercise any right provided for herein shall not act as a waiver thereof,
nor shall any single or partial exercise of any right by either Party preclude any other or further exercise thereof.
(b) Remedies provided in this Agreement shall be the exclusive remedies of the Parties for breaches of, or claims relating
to, this Agreement.
(c) In no event shall a term or provision of this Agreement be deemed to have been waived, modified or amended, unless a
waiver, modification or amendment is in writing and signed by the Parties hereto.
Section 8.04. Independent Contractor. In the performance of its duties or obligations under this Agreement, Servicer shall
not be deemed to be the agent of Bank and Bank shall not be deemed to be the agent of Servicer and each Party shall at all times take
whatever measures as are necessary to ensure that its status shall be that of an independent contractor.
Section 8.05. No Joint Venture. Nothing in this Agreement or any Transaction Document shall be deemed to create a
partnership or joint venture between Servicer and Bank. Except as expressly set forth herein, no Party shall have any authority
hereunder to bind or commit the other Party.
Section 8.06. Payment Terms. All payments to be made by either Party pursuant to this Agreement shall be made by wire
transfer in lawful money of the United States, immediately available funds, to such account as the receiving Party shall specify prior to
noon, New York time, two Business Days prior to the date payment is required. Any payment required to be made on a day that is not
a Business Day shall be made on the next succeeding Business Day.
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