Neiman Marcus 2008 Annual Report Download - page 633

participate or pledge the Cardholder Indebtedness in any manner that may encumber any of the NMG Companies' rights hereunder to
purchase Program Assets. All uses of the NMG Licensed Marks in any securitization document shall be made in accordance with
Section 10.1 and with the prior written approval of NMG.
(b) In the event the NMG Companies elect to purchase the Program Assets pursuant to Section 17.2 and Bank has securitized,
participated or pledged any of the Cardholder Indebtedness included in the Program Assets, the Parties will cooperate to transfer such
assets, or Bank's interest in and servicing rights with respect to such assets, to NMG or its Nominated Purchaser on reasonable terms
pursuant to instruments in form and substance satisfactory to the Parties, and the purchase price set forth in Section 17.2(d) shall be
reduced by the outstanding principal balance of such obligations on the Program Purchase Date.
19.3 Assignment. None of the NMG Companies, on the one hand, and the Bank Companies, on the other hand, shall assign this
Agreement or any of its rights hereunder without the prior written consent of the other Party, except to the extent (i) the Cardholder
Indebtedness is securitized as permitted pursuant to Section 19.2 or (ii) otherwise permitted under the Servicing Agreement.
19.4 Sale or Transfer of Accounts. Bank shall not sell or transfer in whole or in part any Accounts; provided, however, that this
Section 19.4 shall not restrict the ability of Bank to securitize, participate or pledge the Cardholder Indebtedness pursuant to
Section 19.2. Bank may from time to time propose to NMG the terms under which it desires to sell any NMG Accounts that have been
written-off in accordance with the Risk Management Policies, including the payments proposed to be made to NMG and Bank in
connection with any such sale. NMG shall consider any such proposal in good faith but shall be entitled to accept or reject any such
proposal in its sole discretion.
19.5 Subcontracting. Except as approved by the Management Committee, it is understood and agreed that, in fulfilling its
obligations under this Agreement, no Person other than a Party hereto or its Affiliates may perform such Party's functions; provided
that, to the extent a Party is not required to obtain Management Committee approval under Section 3.2(d)(iv) to outsource or
subcontract a service, the Parties and their Affiliates may subcontract or outsource such service to such third party. Each Party hereto
shall be responsible for functions performed by such Affiliates or other Persons to the same extent the Party would be responsible if it
performed such functions itself.
19.6 Sales and Use Tax. This Agreement is intended to be a tax included contract for Texas sales and use taxes due on the
taxable Texas portion of the Services performed by NMG that benefit Bank in Texas. Bank shall provide to NMG a multi-state benefit
exemption certificate and a letter instructing NMG to pay directly to the State of Texas the Texas sales and use tax due under this
Agreement.
19.7 Amendment. Except as provided herein, this Agreement may not be amended except by a written instrument signed by
each of the Bank Companies and each of the NMG Companies.
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