Neiman Marcus 2009 Annual Report Download - page 325

NMG Charge Transaction Data is received after 6:00 am (Central time) on any day a Retail Merchant is open, or at any time on a day
other than a Business Day, Bank shall process the NMG Charge Transaction Data for payment by 1:00pm (Central time) on the
following Business Day.
(b) Bank shall remit to NMG, for itself and the Retail Merchants, an amount equal to (i) the total amount of
charges identified in all NMG Charge Transaction Data not yet paid in accordance with Section 8.4(a) less (ii) the sum of (A) the total
amount of any credits included in such NMG Charge Transaction Data, plus (B) the total amount of In-Store Payments (if any), plus
(C) any amounts charged back to such Retail Merchants pursuant to Section 8.5. The total amount of charges reflected in the NMG
Charge Transaction Data shall include the amount of all Special Discounts such that upon daily settlement of such NMG Charge
Transaction Data in accordance with this Section 8.4(b), Bank shall pay NMG the price of the NMG Goods and Services without
giving effect to such discount(s). NMG shall reimburse Bank for the amount of such discounts on a monthly basis as set forth in
Section 8.4(c).
(c) Not more than [***] after the end of each Program Month, NMG Servicer shall deliver or cause to be
delivered to Bank a report for such preceding Program Month of all Special Discounts reflected in the NMG Charge Transaction Data
and paid for by Bank in such preceding Program Month (and, in the case of NMG Charge Transaction Data for a credit to an Account,
all reversals of Special Discounts reflected in the credits included in such NMG Charge Transaction Data). The sum of (i) the net
amount of Special Discounts paid by Bank with respect to such Special Discounts during such Program Month, as reflected on such
report (after deducting any Special Discounts reversed in respect of NMG Goods and Services for which a credit was issued), plus (ii)
an amount equal to the product of such net amount of Special Discounts and [***] shall be paid by NMG to Bank within [***] of such
report.
(d) NMG shall be responsible for allocating such remittances among the Retail Merchants as appropriate and
Bank shall have no responsibility or liability in connection therewith (it being agreed that Bank has no obligation to accept NMG
Charge Transaction Data directly from, or make remittances to, any person other than NMG).
8.5 Bank's Right to Charge Back. Bank shall have the right to charge back to NMG the amount of any Cardholder
Indebtedness, including Cardholder Indebtedness incurred prior to the Effective Date, relating to NMG Charge Transaction Data if
with respect to the related NMG Transaction:
(a) The Cardholder refuses to pay the charge based on a dispute regarding the quality or delivery of NMG
Goods and Services representing a valid defense to payment consistent with Applicable Law; provided that any such refusal
constitutes a bona fide claim presented by the Cardholder in good faith in the reasonable opinion of NMG, after consultation with
Bank;
(b) The Cardholder refuses to pay the charge based on a claim of unauthorized use of the NMG Credit Card at
a Retail Merchant; provided that any such refusal constitutes a bona fide claim presented by the Cardholder in good faith in the
reasonable opinion of NMG, after consultation with Bank;
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