Neiman Marcus 2008 Annual Report Download - page 332

"Significant Subsidiary" means any Restricted Subsidiary of the Borrower that would be a "significant subsidiary"
as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such regulation is in effect on the
date hereof.
"Similar Business" means any business conducted by the Borrower and its Restricted Subsidiaries on the Closing
Date or any business that is similar, reasonably related, incidental or ancillary thereto.
"Sponsors" means Texas Pacific Group and Warburg Pincus LLC and their respective Affiliates.
"Subordinated Indebtedness" means (a) with respect to the Borrower, any Indebtedness of the Borrower that is by its
terms subordinated in right of payment to the Obligations, and (b) with respect to any Loan Guarantor, any Indebtedness of such Loan
Guarantor that is by its terms subordinated in right of payment to the Loan Guaranty of such Loan Guarantor.
"subsidiary" means, with respect to any Person, (a) any corporation, association, or other business entity (other than
a partnership, joint venture, limited liability company or similar entity) of which more than 50% of the total voting power of shares of
Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees
thereof is at the time of determination owned or controlled, directly or indirectly, by such Person or one or more of the other
subsidiaries of that Person or a combination thereof and (b) any partnership, joint venture, limited liability company or similar entity
of which (i) more than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited
partnership interests, as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other
subsidiaries of that Person or a combination thereof whether in the form of membership, general, special or limited partnership or
otherwise, and (ii) such Person or any Restricted Subsidiary of such Person is a controlling general partner or otherwise controls such
entity.
"Subsidiary" means, unless the context otherwise requires, a Restricted Subsidiary of the Borrower. For purposes of
Sections 3.06, 3.09, 3.10, 3.15, 5.04 and 5.08 only, references to Subsidiaries shall be deemed also to be references to Unrestricted
Subsidiaries.
"Subsidiary Guarantor" means each Restricted Subsidiary of the Borrower that is a Loan Party and that executes this
Agreement as a Loan Guarantor on the Closing Date and each other Restricted Subsidiary of the Borrower that thereafter guarantees
the Secured Obligations pursuant to the terms of this Agreement.
"Successor Borrower" has the meaning assigned to such term in Section 6.03(a)(i).
"Successor Person" has the meaning assigned to such term in Section 6.03(c)(i).
"Taxes" means any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings
imposed by any Governmental Authority.
"Term Loan First Lien Collateral" has the meaning set forth in the Intercreditor Agreement.
"Title Insurance Company" means the title insurance company providing the Title Insurance Policies.
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