Neiman Marcus 2009 Annual Report Download - page 324

8.2 POS Terminals. The Retail Merchants shall maintain POS terminals capable of processing NMG Credit Card,
Non-Card Payment Plan and Account transactions as handled as of the Effective Date. To the extent that the Retail Merchants are
required to make changes to any POS terminal (including hardware and software) in order to process NMG Transactions and transmit
NMG Charge Transaction Data under this Agreement as a result of any System conversion contemplated by Section 7.4 or any other
change or modification to any Bank System or a new Bank System approved by the Management Committee (other than any such
change necessitated solely as a result of an NMG System change approved as an NMG Matter), Bank shall pay the costs and expenses
associated with such changes.
8.3 In-Store Payments. (a) The Retail Merchants may accept In-Store Payments from Cardholders on their
Accounts in accordance with the Operating Procedures, the Risk Management Policies and any procedures required under Applicable
Law. The Retail Merchants shall, as necessary, provide proper endorsements on such items. If the Retail Merchants receive any In-
Store Payments, NMG shall, directly or through its Affiliates, be deemed to hold such In-Store Payments in trust for Bank until such
Payments are either delivered to Bank or applied to reduce amounts payable by Bank to NMG pursuant to Section 8.4(b). Bank
hereby grants to each of the NMG Companies and the Retail Merchants a limited power of attorney (coupled with an interest) to sign
and endorse Bank's name upon any form of payment that may have been issued in Bank's name in respect of any Account. The NMG
Companies and Bank shall jointly develop procedures in the Operating Procedures with respect to the manner in which such In-Store
Payments shall be processed (it being understood that such procedures shall, subject to exceptions noted therein, provide for
immediate credit toward the applicable open-to-buy limits of the respective Account upon receipt of an In-Store Payment). The NMG
Companies, on behalf of the Retail Merchants, shall notify Bank upon receipt of In-Store Payments and Bank shall include the NMG
Charge Transaction Data related to such In-Store Payments in the net settlement in respect of the day immediately following such
receipt on the same basis as other NMG Charge Transaction Data. The Retail Merchants shall issue receipts for such payments in
compliance with Applicable Law.
(b) In the event that NMG determines in good faith that, as a result of the effects of or requirements associated
with any Change in Law (including additional expense or procedures imposed on NMG as a result of any such change), it is no longer
advisable for the Retail Merchants to accept In-Store Payments, the Retail Merchants shall be entitled to cease accepting such In-Store
Payments, provided that NMG, on behalf of the Retail Merchants, shall use commercially reasonable efforts to notify Bank in writing
not less than [***] before such acceptance is discontinued. Any discontinuation of such acceptance of In-Store Payments shall be
applied to all Cardholders by all Retail Merchants.
8.4 Settlement Procedures.
(a) NMG shall transmit NMG Charge Transaction Data to Bank in accordance with the Operating Procedures
on each day on which such Retail Merchants are open for business, other than Sunday. If NMG Charge Transaction Data is received
by Bank's processing center on or before 6:00 am (Central time) on any Business Day on which Bank is open for business, Bank shall
process the NMG Charge Transaction Data and initiate a wire transfer of the payment in respect thereof before 1:00pm (Central time)
on the same Business Day. If the
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