Neiman Marcus 2009 Annual Report Download - page 278

published for the most recently completed month is in excess of [***] and ending on the first date thereafter in which the forecast for
each of the first [***] in the Unemployment Forecast published for the most recently completed month is less than or equal to [***];
and
(iii) with respect to each month during the period from [***] through the end of the Term, the period commencing on the
first date on which the forecast for any of the first 24 months forecast in the Unemployment Forecast published for the most recently
completed month is in excess of [***] and ending on the first date thereafter on which the forecast for each of the first [***] forecast
in the Unemployment Forecast published for the most recently completed month is less than or equal to [***].
"Voluntary Attrition Rate" means for any period, the number of Accounts in a relevant segment of the Account population as
to which the Cardholder terminates an Account during such period divided by the total number of Accounts in such segment at the
beginning of such period.
"Wind-Down Asset Purchase Reserve Amount" means (i) with respect to each Program Month (other than a Program Month
that is not a full calendar month) occurring during the period commencing on the date on which NMG delivers an option exercise
notice in respect of the Wind-Down Assets pursuant to Section 17.5(a) and ending on the effective date of termination of this
Agreement, the lesser of (A) all Merchant Participation payable pursuant to Section 9.1(a)(i) during such Program Month and
(B) [***] and (ii) with respect to any Program Month occurring at the beginning or end of the period referred to in clause (i) that is not
a full calendar month, the lesser of (A) all Merchant Participation payable pursuant to Section 9.1(a)(i) during such period and
(B) [***] divided by the number of days in such full calendar month and multiplied by the number of days in such Program Month
occurring during such period.
"Wind-Down Assets" has the meaning set forth in Section 17.5(a).
"Wind-Down Implementation Requirements" means, with respect to any proposed modification to any New Account Policy,
the forecasted effect of such change on the Approval Rate for the Benchmark Population, as reflected in the information with respect
to such change required to be delivered to NMG pursuant Section 4.6(c)(v)(i), reflects that the Approval Rate for such Benchmark
Population would not be less than [***].
"Write-Off Condition" means any time commencing on the first date on which the Rolling 3 Month Write-Off Roll-Through
Rate for the most recent calendar month was greater than [***] and ending on the first date thereafter on which the Rolling 3 Month
Write-Off Roll-Through Rate for the most recently completed calendar month was equal to or less than [***].
"Year-End Settlement Sheet" has the meaning set forth in Section 7.1(d) hereof.
1.2 Miscellaneous. As used herein: (a) all references to the plural number shall include the singular number (and
vice versa); (b) all references to "herein," "hereunder," "hereof" or like words shall refer to this Agreement as a whole and not to any
particular section, subsection or clause contained in this Agreement; (c) all references to "include," "includes" or "including" shall be
deemed to be followed by the words "without limitation"; (d) unless specified as Business Days, Fiscal Months or Program Months,
all references to days or months
27