Neiman Marcus 2008 Annual Report Download - page 322

relocation expenses incurred as a result thereof, taxes paid or payable as a result thereof (after taking into account any available tax
credits or deductions and any tax sharing arrangements), amounts required to be applied to the repayment of principal, premium, if
any, and interest on Indebtedness required (other than as required by Section 2.20(a)(i) or Section 2.20(b)(i)(A)) to be paid as a result
of such transaction and any deduction of appropriate amounts to be provided by the Borrower as a reserve in accordance with GAAP
against any liabilities associated with the asset disposed of in such transaction and retained by the Borrower after such sale or other
disposition thereof, including pension and other post-employment benefit liabilities and liabilities related to environmental matters or
against any indemnification obligations associated with such transaction.
"New Note Documents" means, collectively, the Senior Note Documents and the Senior Subordinated Note
Documents.
"New Notes" means, collectively, the Senior Notes and the Senior Subordinated Notes.
"Non-Consenting Lender" has the meaning assigned to such term in Section 9.02(e).
"Non-Paying Guarantor" has the meaning assigned to such term in Section 10.10.
"Obligated Party" has the meaning assigned to such term in Section 10.02.
"Obligations" means all unpaid principal of and accrued and unpaid interest on the Loans, all accrued and unpaid
fees and all expenses, reimbursements, indemnities and other obligations of the Loan Parties to the Lenders or to any Lender, the
Agent or any indemnified party arising under the Loan Documents.
"Officer" means the Chairman of the Board, the Chief Executive Officer, the Chief Financial Officer, the President,
any Executive Vice President, Senior Vice President or Vice President, the Treasurer or the Secretary of the Borrower.
"Officers' Certificate" means a certificate signed on behalf of the Borrower by two Officers of the Borrower, one of
whom must be the principal executive officer, the principal financial officer, the treasurer or the principal accounting officer of the
Borrower.
"Other Information" has the meaning assigned to such term in Section 3.11(b).
"Other Pari Passu Lien Obligations" means (i) any Indebtedness constituting debt securities incurred pursuant to an
indenture with an institutional trustee or loans incurred in the bank credit market (including institutional investor participation therein)
and (ii) all obligations with respect to such Indebtedness.
"Other Taxes" means any and all present or future stamp or documentary taxes or any other excise or property taxes,
charges or similar levies arising from any payment made hereunder or from the execution, delivery or enforcement of, or otherwise
with respect to, this Agreement.
"Pari Passu Liens" means any Lien on the Collateral granted for the benefit of the holders of the 2028 Debentures
and the holders of the 2008 Notes, in each case that is required by the terms of the indenture applicable thereto as a result of the grant
of security interests pursuant to any Loan Document, the ABL Security Documents or otherwise.
"Participant" has the meaning assigned to such term in Section 9.04.
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