Neiman Marcus 2008 Annual Report Download - page 567

"Servicing Agreement" means the Servicing Agreement, dated as of the Effective Date, between NMG and Bank, in the form set
forth as Annex E to the Purchase Agreement.
"SLA" means each individual performance standard set forth on Schedule 7.3(a) and Schedule 2.04(a) of the Servicing
Agreement.
"Solicitation Materials" means documentation, materials, artwork and copy, in any format or media (including television and
radio), used to promote or identify the Program to Cardholders and potential Cardholders, including direct mail solicitation materials
and coupons.
"Special Discounts" means non-POS discounts that are given to the customers specified in Schedule 1.1(g).
"Subsidiary" when used with respect to any Person, means another Person, an amount of the voting securities, other voting
ownership or voting partnership interests of which is sufficient to elect at least a majority of its board of directors or similar governing
body (or if there are not such voting interests, more than fifty percent (50%) of the equity interest of which) is owned directly or
indirectly by such first Person or by another Subsidiary of such Person.
"Systems" means software, databases, computers, systems and networks.
"Systems Transition Date" has the meaning set forth in Section 7.4(a) hereof.
"Term" means the Initial Term and each Renewal Term.
"Termination Period" means the period beginning on the earlier of the date of expiration of this Agreement or the date of any
notice of termination pursuant to Article XV and ending on either (i) the date the Program Assets are repurchased pursuant to
Section 17.2, if NMG or a Nominated Purchaser purchases the Program Assets, or (ii) the date that either (A) the NMG Companies
deliver written notice to Bank of their election not to purchase the Program Assets or (B) the right of the NMG Companies to purchase
the Program Assets expires in accordance with the terms of this Agreement.
"Trademark Style Guide" means any rules governing the manner of usage of trademarks, tradenames, service marks, logos and
other proprietary designations.
"Unapproved Matter" has the meaning set forth in Section 3.2(e)(ii)(B) hereof.
"Yearly Settlement Sheet" has the meaning set forth in Section 7.1(c) 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 or Fiscal Months, all references to days or
months shall be deemed references to calendar days or months; and (e) all references to "$" or "dollars" shall be deemed references to
United States dollars.
13