Neiman Marcus 2008 Annual Report Download - page 153

"Special Record Date" for the payment of any Defaulted Interest (as defined in Section 307) means a date fixed by the
Trustee pursuant to Section 307.
"Stated Maturity" when used with respect to any Security or any installment of principal thereof or interest thereon means the
date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is
due and payable.
"Subsidiary" of any corporation means a corporation, a majority of whose Capital Stock with voting power (other than
Capital Stock having such power only by reason of the happening of a contingency) to elect a majority of the directors of such
corporation is, at the date of determination, directly or indirectly owned by such corporation, by one or more Subsidiaries of such
corporation or by such corporation and one or more Subsidiaries of such corporation.
"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as amended by the Trust Indenture Reform Act of
1990, and as in force at the date as of which this instrument was executed except as provided in Section 905.
"Trustee" means the Person named as the Trustee in the first paragraph of this instrument until a successor Trustee shall have
become such pursuant to the applicable provisions of this Indenture, and thereafter "Trustee" shall mean and include each Person who
is then a Trustee hereunder. If at any time there is more than one such Person, "Trustee" as used with respect to the Securities of any
series shall mean the Trustee with respect to Securities of that series.
"U.S. Government Obligations" shall have the meaning specified in Section 403.
"Value" means, with respect to a Sale and Leaseback Transaction, as of any particular time, an amount equal to the greater of
(i) the net proceeds of the sale or transfer of the property leased pursuant to such Sale and Leaseback Transaction or (ii) the fair value,
as determined by the Company, of such property at the time of entering into such Sale and Leaseback Transaction, in either case
divided by the number of full years of the term of the lease and then multiplied by the number of full years of such term remaining at
the time of determination, without regard to any renewal or extension options contained in the lease.
"Vice President" when used with respect to the Company or the Trustee means any vice president, whether or not designated
by a number or a word or words added before or after the title "vice president", including, without limitation, an assistant vice
president.
Section 1.12. Compliance Certificates and Opinions. Upon any application or request by the Company to the Trustee to take
any action under any provision of this Indenture, the Company shall furnish to the Trustee an Officers' Certificate stating that all
conditions precedent, if any (including any covenants compliance with which constitutes a condition precedent), provided for in this
Indenture relating to the proposed action have been complied with and an opinion of Counsel stating that in the opinion of such
Counsel all such conditions precedent, if any (including any covenants compliance with which constitutes a condition precedent), have
been complied with, except that in the case of any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture relating to such particular application or request, no additional certificate or
opinion need be furnished.
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