Neiman Marcus 2008 Annual Report Download - page 333

"Title Insurance Policies" means the lender's title insurance policies issued to Agent with respect to the Mortgaged
Properties.
"Total Assets" means the total amount of all assets of the Borrower and the Restricted Subsidiaries, determined on a
consolidated basis in accordance with GAAP as shown on the most recent balance sheet of the Borrower.
"Transaction Costs" means fees and expenses payable or otherwise borne by Holdings, the Borrower and its
subsidiaries in connection with the Transactions and the transactions contemplated thereby (including redemption or other premiums
payable in connection with the redemption after the Closing Date of the 2008 Notes in accordance with Section 5.13).
"Transactions" means, collectively, (a) the execution, delivery and performance by Holdings and Merger Sub of the
Merger Agreement and the consummation of the transactions contemplated thereby, (b) the execution, delivery and performance by
the Loan Parties of the Loan Documents to which they are a party and the making of the Borrowings hereunder, (c) the execution,
delivery and performance by Holdings, the Borrower and the subsidiaries of the Borrower party thereto of the New Note Documents
and the issuance of the New Notes, (d) the execution, delivery and performance of the Senior Secured Asset-Based Revolving Credit
Agreement and all other instruments, agreements and other documents evidencing or governing the Senior Secured Asset-Based
Revolving Credit Facility or providing for any guarantee or other right in respect thereof and the making of borrowings thereunder,
(e) the execution, delivery and performance by all parties thereto of the Intercreditor Agreement, (f) the Existing Bank Debt
Refinancing, (g) the 2008 Notes Call for Redemption, (h) the granting of Pari Passu Liens, (i) the making of the Equity Contribution
(j) the entering into of the HSBC Arrangements and (k) the payment of the Transaction Costs.
"2008 Notes" means the 6.65% Senior Unsecured Notes due 2008 of Neiman Marcus outstanding on the Closing
Date.
"2008 Notes Call for Redemption" means the call for redemption of, and the deposit into a segregated account of the
estimated amount of the redemption payment related to, all outstanding 2008 Notes in accordance with the indenture governing the
2008 Notes and applicable law, and the securing of the 2008 Notes by the Pari Passu Liens on the Closing Date.
"2028 Debentures" means the 7.125% Senior Debentures due 2028 of Neiman Marcus outstanding on the Closing
Date.
"Type", when used in reference to any Loan or Borrowing, refers to whether the rate of interest on such Loan, or on
the Loans comprising such Borrowing, is determined by reference to the Adjusted LIBOR Rate or the Alternate Base Rate.
"UCC" means the Uniform Commercial Code as in effect from time to time in the state of New York or any other
state the laws of which are required to be applied in connection with the issue of perfection of security interests.
"Unliquidated Obligations" means, at any time, any Secured Obligations (or portion thereof) that are contingent in
nature or unliquidated at such time, including any Secured Obligation that is: (i) an obligation to reimburse a bank for drawings not
yet made under a letter of credit issued by it; (ii) any other obligation (including any guarantee) that is contingent in nature at such
time; or (iii) an obligation to provide collateral to secure any of the foregoing types of obligations, but excluding
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