Neiman Marcus 2009 Annual Report Download - page 254

"Agreement" means this Program Agreement, together with all of its schedules and exhibits, as modified, altered,
supplemented, amended and/or restated from time to time.
"All Time High Account Balance" means, with respect to any Account, the highest balance ever owed under such Account
since the opening of such Account.
"Alternative Risk Change Payment Arrangement" means an arrangement, as described in Schedule 4.6(f), pursuant to which
NMG shall make payments to Bank, as calculated and described in such schedule, [***] affecting certain segments of RAM Deficient
Accounts.
"Annual Servicing Fee Rate" means the sum of [***] and the Incremental Annual Servicing Fee Rate, as reduced, if
applicable, pursuant to Section 2.03(b) of the Servicing Agreement.
"Annualized" means, for any calculation or measurement made over any period, multiplying the calculation or measurement
by three-hundred-sixty-five (365) and dividing by the number of days in such period. For example, (i) if such period is the full
months of March and April, then the calculation or measurement would be multiplied by three-hundred-sixty-five (365) and divided
by 61 (which is the equivalent of multiplying the measurement or calculation by 5.984) and (ii) if such period is the full months of
September 2010 through December 2011, then the calculation or measurement would be multiplied by 365 and divided by the sum of
365 and the number of days in September 2011 through December 2011 (or 122) (which is the equivalent of multiplying the
measurement or calculation by 0.749).
"Applicable Law" means all applicable federal, state and local laws (including common law), statutes, regulations, written
regulatory guidance, orders or directives, as may be amended and in effect from time to time during the Term, including (i) the Truth
in Lending Act and Regulation Z, including the Credit Card Accountability Responsibility and Disclosure Act of 2009 (ii) the Equal
Credit Opportunity Act and Regulation B; (iii) the Fair Debt Collection Practices Act; (iv) the Fair Credit Reporting Act; (v) the
Gramm-Leach-Bliley Act; (vi) the USA PATRIOT Act; (vii) the Unfair and Deceptive Trade Practices Act; and (viii) the Dodd-Frank
Wall Street Reform and Consumer Protection Act, and, in each case, any implementing regulations or interpretations issued
thereunder.
"Applicable Order" means, with respect to any Person, a judgment, injunction, writ, decree or order of any Governmental
Authority, in each case legally binding on that Person or on any material amount of its property.
"Applicable Request Date" means, in connection with a request for Program Asset Information, the following applicable
date: (i) in connection with an expected expiration of this Agreement at the end of a Term, the date that is one year prior to the end of
the Term; (ii) the date on which Bank proposes a change in Risk Management Policies that NMG reasonably believes would, if
implemented, permit NMG to terminate this Agreement pursuant to Section 16.2(f) (other than Section 16.2(f)(ii)(B)); (iii) in
connection with a proposal by Bank that would permit NMG to terminate this Agreement pursuant to Section 16.2(f)(ii)(B), the Risk
Information Date; (iv) in connection with a circumstance that could give rise to a possible termination by
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