Neiman Marcus 2009 Annual Report Download - page 210

"Assumed Liabilities" means the following Liabilities of the Sellers:
(1) all obligations to Cardholders in their capacity as such or to perform under Account Agreements, including
payment of credit balances;
(2) all of the obligations of the Sellers, as servicer, originator, transferor, or in any other capacity to the Master Trust
and under any Securitization Documents, including all obligations to accept reassignment of receivables pursuant to the
terms of the Pooling and Servicing Agreement; and
(3) all Liabilities for Taxes relating to the Business, the Acquired Assets, the Assumed Liabilities or the Master
Trust to the extent set forth in Article VI.
"Books and Records" means books, records, original documents, files and papers maintained by the Sellers, whether in
hard copy or electronic format, including those relating to the Master Trust, in each case to the extent within the Sellers' control
and possession and exclusively used in the Business, other than the Cardholder List, the Master File and any of the foregoing
relating principally to the Excluded Assets and other than Tax Returns or Tax work papers. For the avoidance of doubt, the term
"Books and Records" does not include any NMG Shopper Data, NMG Systems (as defined in the Program Agreement) or any
of the Sellers' minute books, stock ledgers, internal accounting records or other corporate records and documents.
"Business" means the proprietary credit business relating to the Credit Cards and Accounts, including the extension of
credit to Cardholders, the servicing of the Accounts (including servicing under the Pooling and Servicing Agreement), billings,
collections, processing of Account transactions, the administration of the Accounts and Gross Receivables (including the
Securitization Receivables), but excluding (i) the operations, systems and facilities of the Parent and all employees, including
those dedicated to the origination, servicing and collection of Accounts and (ii) the Excluded Assets.
"Business Day" means any day, other than a Saturday or Sunday, on which each of the Parent, Purchaser and Purchaser
Parent are open for business at their respective U.S. headquarters.
"Cardholder" means a Person or Persons to whom a Credit Card or Non-Card Payment Plan is or has been issued by the
Parent and in whose name(s) an Account, in connection with which the Credit Card or Non-Card Payment Plan may be used,
has been established pursuant to an Account Agreement.
"Cardholder List" means a list of the names, addresses, telephone numbers and taxpayer identification numbers and social
security numbers of all Cardholders as of the Cut-Off Time if and to the extent maintained by Parent.
"Charged Off Accounts" means all Accounts that, as of the Cut-Off Time, have been charged off in accordance with the
Sellers' standard policies and procedures as in effect on January 1, 2005.
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