Neiman Marcus 2008 Annual Report Download - page 317

to extend credit during a period of more than one year from such date, including Indebtedness in respect of the Loans.
"GAAP" means generally accepted accounting principles in the United States of America that are in effect on the
Closing Date.
"Governmental Authority" means the government of the United States of America, any other nation or any political
subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other
entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government.
"guarantee" means a guarantee (other than by endorsement of negotiable instruments for collection in the ordinary
course of business), direct or indirect, in any manner (including letters of credit and reimbursement agreements in respect thereof), of
all or any part of any Indebtedness or other obligations, and, when used as a verb, shall have a corresponding meaning.
"Guaranteed Obligations" has the meaning assigned to such term in Section 10.01.
"Hazardous Materials" means all explosive or radioactive substances or wastes and all hazardous or toxic
substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos containing materials,
polychlorinated biphenyls, radon gas, infectious or medical wastes and all other substances or wastes of any nature regulated pursuant
to any Environmental Law.
"Hedge Agreement" means any agreement with respect to any Derivative Transaction between the Borrower or any
Subsidiary and any other Person.
"Hedging Obligations" means, with respect to any Person, the obligations of such Person under currency exchange,
interest rate or commodity swap agreements, currency exchange, interest rate or commodity cap agreements and currency exchange,
interest rate or commodity collar agreements and other agreements or arrangements, in each case designed to protect such Person
against fluctuations in currency exchange, interest rates or commodity prices.
"Holdings" has the meaning assigned to such term in the preamble to this Agreement.
"HSBC Agreements" means the Purchase, Sale and Servicing Transfer Agreement dated as of June 8, 2005, among
HSBC Bank Nevada, N.A., HSBC Finance Corporation (together with their Affiliates, "HSBC"), Neiman Marcus and Bergdorf
Goodman, Inc., and all material agreements and instruments entered into in connection therewith, including the Credit Card Program
Agreement and the related Services Agreement, in each case, as amended from time to time.
"HSBC Arrangements" means the private label credit card program between the Borrower and HSBC pursuant to
the terms of the HSBC Agreements.
"Immaterial Subsidiary" means, at any date of determination, any Restricted Subsidiary designated as such in
writing by the Borrower that (i) contributed 2.5% or less of EBITDA of the Borrower and the Restricted Subsidiaries for the period of
four fiscal quarters most recently ended more than forty-five (45) days prior to the date of determination and (ii) had consolidated
assets representing 2.5% or less of Total Assets on the last day of the most recent fiscal quarter ended more than forty-five (45) days
prior to the date of determination. The Immaterial Subsidiaries as of the Closing Date are listed on Schedule 1.01(a).
"incur" has the meaning set forth in Section 6.01.
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