Neiman Marcus 2009 Annual Report Download - page 277

"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.
"Term" means the Initial Term and each Renewal Term.
"Test/Control Protection" has the meaning set forth in Section 4.6(f).
"Three-Year LIBOR Swap Rate" means the rate representing an interest rate swap over a three year period based on a LIBOR
index and published and designated by Bloomberg Financial Markets as "USSWAP3 Curncy" (or if such rate is no longer published
by Bloomberg Financial Markets, any successor rate representing the same rate as agreed upon by the Parties).
"Trademark Style Guide" means any rules governing the manner of usage of trademarks, tradenames, service marks, logos
and other proprietary designations.
"Transactor Gross Receivables" means, in respect of any calendar month, those Average Daily Gross Receivables in respect
of any Accounts that are not accruing interest in such calendar month.
"Trigger Condition" means a condition whereby one of the following conditions referred to in clause (i), (ii) or (iii) is then in
effect: (i) an Internal Trigger Condition, (ii) an External Trigger Condition or (iii) a RAM Condition.
"Unapproved Matter" has the meaning set forth in Section 3.2(e)(ii)(B) hereof.
"Unemployment Forecast" means, with respect to any month, the unemployment forecast designated as "Household Survey:
Unemployment Rate, (%, SA)" "FLBRM.US" "baseline scenario" as most recently published in the Moody's publication
"Economy.com".
"Unemployment Forecast Condition" means:
(i) with respect to each month during the period from the Effective Date through February 2012, the period commencing on
the first date on which the forecast for any month in the [***] forecast in the Unemployment Forecast published for the most recently
completed month is more than [***] greater than the forecast for the corresponding month in the Unemployment Forecast published
for March 2010 (as set forth in Schedule 1.1(k)) and ending on the first date thereafter when the forecast for each of the [***] forecast
in the Unemployment Forecast published for the most recently completed month is less than or equal to [***] greater than the forecast
for the corresponding month in the Unemployment Forecast published for March 2010 (as set forth in Schedule 1.1(k));
(ii) with respect to each month during the period from [***], the period commencing on the first date on which the forecast
for any of the [***] forecast in the Unemployment Forecast
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