Neiman Marcus 2009 Annual Report Download - page 323

7.5 Systems Interface; Technical Support.
(a) Required Interfaces.
(i) The NMG Companies and Bank shall maintain [***] System interfaces that exist between the
NMG Companies and Bank immediately prior to the Effective Date and shall cooperate in good faith with
each other in connection with any modifications to such interfaces as may be requested by either Party from
time to time.
(ii) Each of the NMG Companies and Bank agrees to maintain at its own expense its respective
Systems interfaces so that the operation of the Systems as a whole is [***] no less functional than prior to
the Effective Date. Bank agrees to provide sufficient personnel to support the Systems interfaces required
to be sustained among the NMG Companies and Bank.
(b) Additional Interfaces; Interface Modifications. [***] requests for new interfaces, modifications to existing
interfaces and terminations of existing interfaces shall be presented to the Management Committee for approval. Upon approval, the
Parties shall work in good faith to establish the requested interfaces or modify or terminate the existing interfaces, as applicable, on a
timely basis. Except as otherwise provided herein (including in Section 7.4), all costs and expenses with respect to any new interface
or interface modification or termination shall be borne by the requesting Party unless otherwise determined by the Management
Committee. For the avoidance of doubt, Bank shall not be obligated to make any modifications to its Systems to facilitate an Internet
financing product with a third Person as permitted pursuant to Section 2.2(f).
(c) Secure Protocols. The Parties shall use secure protocols for the transmission of data from Bank and its
Affiliates, on the one hand, to NMG and its Affiliates, on the other hand, and vice versa.
ARTICLE VIII
MERCHANT SERVICES
8.1 Transmittal and Authorization of NMG Charge Transaction Data. NMG shall, and shall cause its Subsidiaries
and Licensees (such Subsidiaries and Licensees, together with NMG, the "Retail Merchants") to, accept the NMG Credit Cards or
Non-Card Payment Plans for NMG Goods and Services. The Retail Merchants shall transmit NMG Charge Transaction Data for
authorization of NMG Transactions to Bank as provided in the Operating Procedures. NMG Servicer, on Bank's behalf, shall
authorize or decline NMG Transactions on a real time basis as provided in the Operating Procedures, including transactions involving
split-tender (i.e., a portion of the total transaction amount is billed to an NMG Credit Card or Non-Card Payment Plan and the
remainder is paid through one or more other forms of payment), transactions over the phone, on-line or hand keyed, as applicable, or
down-payments on NMG Goods and Services for later delivery. If any Retail Merchant is unable to obtain authorizations for NMG
Transactions for any reason, such Retail Merchant may complete such NMG Transactions without receipt of further authorization as
provided in the Operating Procedures.
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