Neiman Marcus 2008 Annual Report Download - page 335

"Wholly-Owned Subsidiary" of any Person means a subsidiary of such Person, 100% of the outstanding Capital
Stock or other ownership interests of which (other than directors' qualifying shares) shall at the time be owned by such Person or by
one or more Wholly-Owned Subsidiaries of such Person.
"Withdrawal Liability" means liability to a Multiemployer Plan as a result of a complete or partial withdrawal from
such Multiemployer Plan, as such terms are defined in Part I of Subtitle E of Title IV of ERISA.
SECTION 1.02. Classification of Loans and Borrowings. For purposes of this Agreement, Loans may be classified
and referred to by Type (e.g., a "LIBOR Rate Loan" or a "LIBOR Rate Borrowing").
SECTION 1.03. Terms Generally. The definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and
neuter forms. The words "include", "includes" and "including" shall be deemed to be followed by the phrase "without limitation".
Unless otherwise specifically indicated, the term "consolidated" with respect to any Person refers to such Person consolidated with its
Restricted Subsidiaries, and excludes from such consolidation any Unrestricted Subsidiary as if such Unrestricted Subsidiary were not
an Affiliate of such Person. The word "will" shall be construed to have the same meaning and effect as the word "shall". Unless the
context requires otherwise (a) any definition of or reference to any agreement, instrument or other document herein shall be construed
as referring to such agreement, instrument or other document as from time to time amended, supplemented or otherwise modified
(subject to any restrictions on such amendments, supplements or modifications set forth herein), (b) any reference herein to any Person
shall be construed to include such Person's successors and assigns, (c) the words "herein", "hereof" and "hereunder", and words of
similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (d) all references
herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules
to, this Agreement and (e) the words "asset" and "property" shall be construed to have the same meaning and effect and to refer to any
and all tangible and intangible assets and properties, including cash, securities, accounts and contract rights.
SECTION 1.04. Effectuation of Transactions. Each of the representations and warranties of the Loan Parties
contained in this Agreement (and all corresponding definitions) are made after giving effect to the Transactions, unless the context
otherwise requires. References to the Transactions in Sections 3.02 and 3.03 shall be deemed not to include the Transactions described
in clause (j) of the definition of the term "Transactions" set forth in Section 1.01.
ARTICLE II
The Credits
SECTION 2.01. Commitments. Subject to the terms and conditions set forth herein, each Lender agrees, severally
and not jointly, to make a Loan to the Borrower on the Closing Date, in a principal amount not to exceed its Commitment. Amounts
prepaid or repaid in respect of Loans may not be reborrowed.
SECTION 2.02. Loans and Borrowings. (a) Each Loan shall be made as part of a Borrowing consisting of Loans
of the same Type made by the Lenders ratably in accordance with their respective Commitments. The failure of any Lender to make
any Loan required to be made by it shall not
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