Neiman Marcus 2009 Annual Report Download - page 217

"Securitization Assignment and Assumption" means the assignment by the Sellers to the Purchaser (or, in the case of the
Sellers' Interest and the Seller Retained Certificates (as defined in the Pooling and Servicing Agreement), the Purchaser's
Designee) of the Sellers' rights and interests in or relating to, and the assumption by the Purchaser or its designee of the Sellers'
obligations under or relating to, the Master Trust pursuant to the Securitization Transfer Agreement.
"Securitization Bank Accounts" means any spread account, reserve account, collection account, principal funding account
or other similar accounts created pursuant to the Securitization Documents.
"Securitization Documents" means the Pooling and Servicing Agreement and the other documents designated as such on
Schedule B.
"Securitization Receivables" means, as of any date, the Gross Receivables that have been transferred to the Trust and that
have not been reassigned to the relevant seller under the Pooling and Servicing Agreement.
"Securitization Transfer Agreements" means the Assignment and Assumption Agreements dated as of the Closing Date
among the Sellers, the Purchaser Parent, the Purchaser Designee and the trustee of the Master Trust, substantially in the form
attached hereto as Annex D, subject to (i) changes required to provide for the origination, ownership and contribution to the
Master Trust of Non-Card Payment Plan receivables by an Affiliate of Purchaser and (ii) such other changes as are approved
and agreed to by the Sellers and Purchaser to effectuate the consummation of the transactions contemplated by this Agreement.
"Seller Interest" has the meaning assigned to such term in the Pooling and Servicing Agreement.
"Sellers" means the Parent, BG and NFC and, if the Closing occurs after the Merger Closing, any New Seller established
at the time of the Merger Closing.
"Sellers' Securitization Counsel" means Mayer, Brown, Rowe & Maw LLP.
"Service Provider" means PaySys and any other data processing service provider used by the Sellers in connection with
the Accounts.
"Servicing Agreement" means the Servicing Agreement between NMG and Household Corporation, in the form attached
hereto as Annex E.
"Subsidiary" when used with respect to any Person, means another Person, an amount of the voting securities, other
voting ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or
similar governing body (or if there are not such voting interests, more than fifty percent (50%) of the equity interest of which) is
owned directly or indirectly by such first Person or by another Subsidiary of such Person.
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