Neiman Marcus 2009 Annual Report Download - page 307

to pursue any such recoveries. In the event NMG is audited or assessed by a state, and as a result any amount of sales tax previously
recovered is repaid to the state, Bank shall repay such amount to NMG. NMG shall use commercially reasonable efforts to negotiate
such audit or assessment. Bank also shall fully cooperate in any such audit or assessment and shall pay the costs and expenses of
NMG incurred in connection with negotiating any tax audit or assessment or analyzing or pursuing any bad debt claims.
4.10 Participation in Reversals.
(a) Reporting of Reversals. Each Year-End Settlement Statement shall set forth a calculation of the applicable
Interest Reversal Percentage and Late Fee Reversal Percentage for the preceding Program Year and such other calculations as are
necessary to calculate any payment in respect thereof to be made by NMG pursuant to this Section 4.10.
(b) Interest Reversals. If the Interest Reversal Percentage with respect to the Private Label Accounts reflected
in the Year-End Settlement Statement with respect to the preceding Program Year is greater than the applicable High Collar, the NMG
Companies shall pay Bank an amount equal to [***].
(c) Late Fee Reversals. If the Late Fee Reversal Percentage with respect to the Private Label Accounts
reflected in the Year-End Settlement Sheet with respect to the preceding Program Year is greater than the applicable High Collar, the
NMG Companies shall pay Bank an amount equal to [***].
4.11 Interest Free Receivables. Bank shall offer and support credit plans providing for the incurrence of
Interest Free Receivables, including the credit plans set forth in Schedule 4.11, in accordance with this Agreement and, subject to the
limitations set forth in this Section 4.11, the cost of maintaining such Interest Free Receivables shall be borne by Bank; provided,
however, that Bank shall not be required to offer or support Interest Free Receivables to the extent that the amount of the Average
Interest Free Receivables in any Program Year exceeds [***] of Average Private Label Receivables for such Program Year. The Year-
End Settlement Sheet for each Program Year shall set forth, (i) Average Private Label Receivables, (ii) Average Interest Free
Receivables, (iii) the Net Yield for such period on Average Interest Free Receivables, and (iv) the Net Yield on Average Interest
Bearing Receivables. If the dollar amount of Average Interest Free Receivables as a percentage of Average Private Label Receivables
for such Program Year exceeds the applicable High Collar, there shall be included on the Year-End Settlement Sheet for such Program
Year (and the NMG Companies shall pay to Bank) an amount equal to [***].
ARTICLE V
MARKETING
5.1 Promotion of Program. In accordance with the Marketing Plan, the NMG Companies and Bank shall cooperate
with each other and actively support and promote the Program to both existing and potential Cardholders.
56