Neiman Marcus 2008 Annual Report Download - page 149

"Indenture" or "this Indenture" means this instrument as originally executed or as it may from time to time be supplemented
or amended by one or more indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include
the terms of particular series of Securities established as contemplated by Section 301.
"Independent", when used with respect to any specified Person, means such a Person who (1) is in fact independent, (2) does
not have any direct financial interest or any material indirect financial interest in the Company or in any other obligor upon the
Securities or in any Affiliate of the Company or of such other obligor, and (3) is not connected with the Company or such other
obligor or any Affiliate of the Company or of such other obligor, as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions. Whenever it is herein provided that any Independent Person's opinion or certificate
shall be furnished to the Trustee, such Person shall be appointed by a Company Order and approved by the Trustee in the exercise of
reasonable care, and such opinion or certificate shall state that the signer has read this definition and that the signer is independent
within the meaning hereof.
"Interest", when used with respect to an Original Issue Discount Security which by its terms bears interest only after
Maturity, means interest payable after Maturity.
"Interest Payment Date", when used with respect to any series of Securities, means the Stated Maturity of any installment of
interest on those Securities.
"Lien" means any mortgage, pledge, lien, encumbrance, charge or security interest.
"Maturity", when used with respect to any Securities, means the date on which the principal of any such Security becomes
due and payable as therein or herein provided, whether on a Repayment Date, at the Stated Maturity or by declaration of acceleration,
call for redemption or otherwise.
"Officers' Certificate" means a certificate signed by the Chairman of the Board, a Vice Chairman, the President or a Vice
President, and by the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary of the Company, and delivered to the
Trustee. Wherever this Indenture requires that an Officers' Certificate be signed also by an accountant or other expert, such
accountant or other expert (except as otherwise expressly provided in this Indenture) may be in the employ of the Company, and shall
be acceptable to the Trustee, which acceptance shall not be unreasonably withheld.
"Opinion of Counsel" means a written opinion of counsel, who may (except as otherwise expressly provided in this
Indenture) be an employee of or of counsel to the Company (who shall be at least at the level of senior attorney). Such counsel shall
be acceptable to the Trustee, whose acceptance shall not be unreasonably withheld.
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