Neiman Marcus 2009 Annual Report Download - page 273

"Program Month" means (i) the period from the Effective Date through the end of the first calendar month thereafter,
(ii) each full calendar month thereafter occurring when this Agreement is in effect and (iii) the period from the end of the calendar
month immediately preceding the effective date of the termination of this Agreement and ending on such effective date of termination.
"Program Quarter" means (i) the period from the Effective Date through the third (3rd) calendar month-end occurring after the
Effective Date, (ii) each period thereafter commencing on the day after a Program Quarter and ending on the third calendar month
thereafter (or, if earlier, ending on the effective date of the termination of this Agreement).
"Program Year" means (i) the period from the Effective Date through the twelfth (12th) calendar month-end occurring after
the Effective Date and (ii) each period thereafter commencing on the day after the end of a Program Quarter and ending on the end of
the twelfth (12th) calendar month thereafter (or, if earlier, ending on the effective date of termination of this Agreement.
"Program Objectives" has the meaning set forth in Section 3.1 hereof.
"Program Purchase Date" has the meaning set forth in Section 17.2(c) hereof.
"Program Website" has the meaning set forth in Section 4.8(a) hereof.
"Protection Through MP Reduction" has the meaning set forth in Section 4.6(f).
"Purchase Agreement" means the purchase and sale agreement, dated as of June 8, 2005, among the NMG Companies, Bank
and the other parties thereto.
"Quarterly Settlement Sheet" has the meaning set forth in Section 7.1(c) hereof.
"RAM Condition" means any time commencing on the first date on which the Rolling 3 Month Post MP RAM for the [***]
most recently completed calendar months was less than [***] and ending on the first date thereafter on which the Rolling 3 Month
Post MP RAM for the two most recently completed calendar months was [***] or greater.
"RAM Deficient Account" means an Account in any segment of Accounts as to which the forecasted Post MP RAM for such
segment for the period from the occurrence of a Preliminary Non-Purchase Event through the [***] thereafter (which forecast shall be
derived using the methodology set forth in Schedule 1.1(i) and in accordance with Section 17.2(g) and which shall be certified as set
forth in such Schedule) is less than [***]. Notwithstanding anything to the contrary contained in this Agreement, Accounts designated
as "Q-Block Accounts" or "VIP Accounts" in accordance with the Risk Management Policies shall be deemed not to constitute "RAM
Deficient Accounts."
"Rating Agencies" means the collective reference to each of Standard & Poor's Ratings Services, a division of The McGraw-
Hill Companies, Inc., Moody's Investors Service, Inc. and Fitch, Inc. and any successors to any of the foregoing.
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