Neiman Marcus 2008 Annual Report Download - page 476

otherwise (including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar
proceeding, regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other
obligations of the Borrower or any other Grantor to any of the Term Loan Secured Parties under or pursuant to the Term Loan Credit
Agreement and each of the Term Loan Security Documents and (c) the due and punctual payment and performance of all the
obligations of the Borrower and each other Grantor to any of the Term Loan Secured Parties under this Agreement and each of the
Term Loan Security Documents.
"Term Loan Secured Parties" means (a) the Term Loan Lenders, (b) the Agent, (c) each counterparty to any Hedge
Agreement with a Loan Party the obligations under which constitute Secured Hedge Obligations, (d) each beneficiary of any
indemnification obligation undertaken by the Borrower or any other Grantor under any Term Loan/Notes Document and (e) the
successors and assigns of each of the foregoing.
"Term Loan Security Documents" shall have the meaning set forth in the Intercreditor Agreement.
"Trademarks" means, with respect to any Person, all of such Person's right, title, and interest in and to the
following: (a) all trademarks (including service marks), trade names, trade dress, and trade styles and the registrations and
applications for registration thereof and the goodwill of the business symbolized by the foregoing; (b) all licenses of the foregoing,
whether as licensee or licensor; (c) all renewals of the foregoing; (d) all income, royalties, damages, and payments now or hereafter
due or payable with respect thereto, including, without limitation, damages, claims, and payments for past and future infringements
thereof; (e) all rights to sue for past, present, and future infringements of the foregoing, including the right to settle suits involving
claims and demands for royalties owing; and (f) all rights corresponding to any of the foregoing throughout the world.
"2008 Notes Obligations" means (a) the due and punctual payment by the Borrower of (i) the principal of
and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, on the 2008 Notes (ii) and all other monetary obligations of the Borrower or any other
Grantor to any of the 2008 Notes Secured Parties under the Existing Notes Indenture and each of the Term Loan Security Documents
related thereto, including fees, costs, expenses and indemnities, whether primary, secondary, direct, contingent, fixed or otherwise
(including monetary obligations incurred during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding), (b) the due and punctual performance of all other obligations of the
Borrower or any other Grantor to any of the 2008 Notes Secured Parties under or pursuant to the Existing Notes Indenture and each of
the Term Loan Security Documents related thereto and (c) the due and punctual payment and performance of all the obligations of
each other Grantor to any of the 2008 Notes Secured Parties under this Agreement and each of the Term Loan Security Documents
related thereto.
"2008 Notes Secured Parties" means (a) the holders of the 2008 Notes, (b) each beneficiary of any indemnification
obligation undertaken by the Borrower or any other Grantor under any Existing Notes Indenture and (c) the successors and assigns of
each of the foregoing.
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