Neiman Marcus 2009 Annual Report Download - page 267

amount of all late fees assessed on the Accounts during such Program Year; provided, however, that, for purposes of arriving at the
foregoing percentage, the late fees assessed and reversed on any Accounts that have undergone any Existing Term Change or change
in New Account Terms in such Program Year shall be excluded from both the numerator and denominator during the period of [***]
after the effective date of such terms change.
"Legal Opinion" means a written opinion of counsel to a Party in form and substance reasonably acceptable to the other Party
and given by counsel (which, subject to the proviso below may be internal counsel) selected by the Party obtaining the opinion and
reasonably acceptable to the other Party; provided that the Party receiving any such opinion may require (and it shall be deemed
reasonable to so require) any opinion rendered pursuant to this Agreement to be rendered by outside counsel selected by the Party
obtaining the opinion and reasonably acceptable to the Party receiving the opinion.
"Licensee" means any Person authorized by NMG or any of its Subsidiaries to operate in and sell NMG Goods and Services
from the NMG Channels under the NMG Licensed Marks, solely with respect to such Person's or any of its Subsidiaries' operation in
and sale of NMG Goods and Services from the NMG Channels or under the NMG Licensed Marks.
"Liquidity Premium" means a component of Bank's internal charge for cost of funds calculated in the normal course of
business [***].
"Loyalty Card" means a card issued for the Program pursuant to any Loyalty Program providing for access to an Account,
including the Loyalty Cards listed in Section B of Schedule 1.1(f) hereto.
"Loyalty Programs" means a points-based system that rewards Credit Card usage or customer spending with points that may
be redeemed for goods and/or services.
"Management Committee" has the meaning set forth in Section 3.2(a) hereof.
"Manager" has the meaning set forth in Section 3.3(a) hereof.
"Marketing Expense" means, during any period, actual marketing expenses incurred by Bank or reimbursements made by
Bank to NMG of marketing expenses incurred by NMG during such period, in each case that satisfy the marketing commitments set
forth in Schedule 5.2 hereto.
"Marketing Plan" means the document that outlines the objectives, strategies and tactics of new account solicitation, usage
and awareness programs for the applicable Fiscal Season.
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