Neiman Marcus 2009 Annual Report Download - page 275

"Risk Change Shortfall" means the amount certified in writing by a duly authorized financial officer of Bank to equal the
excess, if any, of (A) the Pre-Tax Income Excluding Operating Expense Bank projects that it would have received from the Program
during the Reserve Period if it had implemented the proposed Risk Management Policy change that triggered NMG's termination over
(B) the Pre-Tax Income Excluding Operating Expense Bank projects it will receive during the Reserve Period in absence of such
implementation. A Risk Change Shortfall shall be calculated as set forth on Schedule 4.6(h).
"Risk Implementation Date" means the [***] day after the Risk Information Date.
"Risk Information Date" means, with respect to any proposed modification of the Risk Management Policies, the date on
which Bank has delivered to NMG written notice to the effect that Bank has delivered to NMG all of the information required to be
delivered by Bank pursuant to Section 4.6(c) in respect of such proposed modification; provided, however, that if NMG, in good faith,
makes a timely and reasonable request for supplemental information following such notice pursuant to Section 4.6(c)(vii), the Risk
Information Date shall be the date thereafter on which Bank has delivered to NMG a further written notice to the effect that Bank has
delivered to NMG all supplemental information required to be delivered in response to such request.
"Risk Management Policies" means the underwriting and risk management policies, procedures and practices applicable to
the Program and adopted in accordance with the terms of this Agreement, including policies, procedures and practices for credit and
Account openings, transaction authorization, collections, credit line assignment, increases and decreases, over-limit decisions,
Account closures, payment crediting and charge-offs.
"Rolling 3 Month Post MP RAM" means, with respect to any calendar month, measured over the consecutive three calendar
month period ending with such month, the percentage equivalent of a fraction (A) the numerator of which is the sum of the products of
the Post MP RAM for all Accounts for each month and the Average Daily Gross Receivables of all Accounts of each corresponding
month in such three calendar month period and (B) the denominator of which is the Average Daily Gross Receivables in respect of all
Accounts for such three calendar month period.
"Rolling [***] Month Write-Off Roll Through Rate" means the percentage equivalent of a fraction (i) the numerator of which
is the average of the Gross Write-Offs for all Accounts for each of the [***] most recently completed months and (ii) the denominator
of which is the average of Current Receivables in respect of all Accounts as of the end of each of the three calendar months ending
seven months prior to the last month referred to in clause (i).
"Rolling 6 Month Delinquency Rate" means the percentage equivalent of a fraction, the numerator of which is the cycle-end
average for all billing cycles in the most recently completed six months of the portion of the Gross Receivables in respect of all
Accounts that were still owing and for which their payment due date was more than [***] days prior to the measurement date and the
denominator of which was the cycle-end average of the Gross Receivables in respect of all Accounts for each billing cycle during such
six month period.
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