Neiman Marcus 2009 Annual Report Download - page 272

such period, minus (E) the total of all amounts payable by Bank to NMG for such period pursuant to Article IX, minus (F) Fraud Loss
for such period.
"Previously Disclosed" has the meaning set forth in the Purchase Agreement.
"Privacy Policy" means the privacy policy and associated disclosures to be provided by Bank to Cardholders in connection
with the Program.
"Private Label Accounts" means the Accounts linked to NMG Credit Cards.
"Profit Sharing Differential" means, with respect to any measurement period, the Annualized percentage equivalent of a
fraction equal to (i) (A) the Quarterly RAM Sharing Amount (in the case of a quarterly period) or Annual RAM Sharing Amount (in
the case of an annual period) calculated in accordance with the provisions of Schedule 9.1(a)(iii) or (iv) and using the Post MP / Pre
Servicing RAM in place of the Profit Sharing Post MP RAM, minus (B) the Quarterly RAM Sharing Amount (in the case of a
quarterly period) or Annual RAM Sharing Amount (in the case of an annual period) divided by (ii) the Average Daily Gross
Receivables for such period.
"Profit Sharing Post MP RAM" means Risk Adjusted Margin for such measurement period, minus Merchant Participation
Yield for such measurement period minus Incremental Servicing Expenses for such measurement period.
"Program" means the program established pursuant to this Agreement.
"Program Asset Information" means records, accounts and information regarding the Accounts, Program and Program Assets
reasonably requested by NMG or any prospective Nominated Purchaser in connection with their due diligence investigation of a
possible program relationship with NMG and the purchase of the Program Assets, which Program Asset Information shall include
portfolio-level performance data and a master file of the Accounts (both of which shall include data for at least the [***] period
preceding the month in which the data is requested).
"Program Asset Information Date" means the date on which Bank has delivered to NMG (i) all of the information required to
be delivered by Bank pursuant to Section 17.2 and (ii) a certification signed by an authorized officer of Bank certifying that Bank has
delivered to NMG all of the information required to be delivered by Bank pursuant to Section 17.2.
"Program Assets" means the Accounts, Account Documentation, Cardholder Data, Solicitation Materials and all Cardholder
Indebtedness (whether held by Bank or a third party); provided, however, for purposes of Section 17.5, Program Assets shall not
include any of the foregoing with respect to the Accounts required to be purchased by the NMG Companies or a Nominated Purchaser
pursuant to Section 17.5(a).
"Program Loyalty Program" means the InCircle Rewards Program described in Section A of Schedule 1.1(f) or any other
annual points-based loyalty program implemented pursuant to Article III from time to time and tied to the NMG Credit Cards.
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