Neiman Marcus 2008 Annual Report Download - page 330

upon the occurrence of an Unrestricted Subsidiary ceasing to be an Unrestricted Subsidiary, such subsidiary shall be included in the
definition of "Restricted Subsidiary".
"Retired Capital Stock" has the meaning assigned to such term in Section 6.04(b)(ii).
"Revolving Facility First Lien Collateral" has the meaning set forth in the Intercreditor Agreement.
"Sale and Lease-Back Transaction" means any arrangement with any Person providing for the leasing by the
Borrower or any Restricted Subsidiary of any real or tangible personal property, which property has been or is to be sold or transferred
by the Borrower or such Restricted Subsidiary to such Person in contemplation of such leasing.
"S&P" means Standard & Poor's Ratings Service, a division of the McGraw-Hill Companies, Inc., and any successor
to its rating agency business.
"SEC" means the Securities and Exchange Commission, or any Governmental Authority succeeding to any or all of
its functions.
"Secured Hedging Obligations" means all Hedging Obligations owing to the Agent, a Joint Lead Arranger or a co-
arranger, a Lender or any Affiliate of any of the foregoing and with respect to which, at or prior to the time that the Hedge Agreement
relating to such Hedging Obligation is entered into, the Borrower (or another Loan Party) and the Lender or other Person referred to
above in this definition (or Affiliate) party thereto (except in the case of the Agent) shall have delivered written notice to the Agent
that such a transaction has been entered into and that it constitutes a Secured Hedging Obligation entitled to the benefits of the
Collateral Documents and the Intercreditor Agreement.
"Secured Indebtedness" means any Indebtedness secured by a Lien.
"Secured Obligations" means all Obligations, together with all Secured Hedging Obligations.
"Secured Parties" has the meaning assigned to such term in the Security Agreement.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and regulations of the SEC
promulgated thereunder.
"Security Agreement" means that certain Pledge and Security and Intercreditor Agreement, dated as of the date
hereof, between the Loan Parties and the Agent, for the benefit of the Agent and the other Secured Parties.
"Senior Indebtedness" means with respect to any Person (a) all Indebtedness of such Person, whether outstanding on
the Closing Date or thereafter incurred and (b) all other obligations of such Person (including interest accruing on or after the filing of
any petition in bankruptcy or for reorganization relating to such Person whether or not post-filing interest is allowed in such
proceeding) in respect of Indebtedness described in clause (a) above unless, in the case of clauses (a) and (b), the instrument creating
or evidencing the same or pursuant to which the same is outstanding expressly provides that such Indebtedness or other obligations are
subordinate in right of payment to the Obligations or the Loan Guarantee of such Person, as the case may be; provided that Senior
Indebtedness shall not include (i) any obligation of such Person to the Borrower or any subsidiary or to any joint venture in which the
Borrower or any Restricted Subsidiary has an interest, (ii) any liability for Federal, state, local or other Taxes owed or owing by such
Person, (iii) any accounts payable or other liability to
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