Neiman Marcus 2008 Annual Report Download - page 323

"Paying Guarantor" has the meaning assigned to such term in Section 10.10.
"PBGC" means the Pension Benefit Guaranty Corporation referred to and defined in ERISA and any successor
entity performing similar functions.
"Perfection Certificate" shall mean a certificate in the form of Exhibit I to the Security Agreement or any other form
approved by the Agent.
"Permitted Asset Swap" means the concurrent purchase and sale or exchange of Related Business Assets or a
combination of Related Business Assets and cash or Cash Equivalents between the Borrower or any of its Restricted Subsidiaries and
another Person that is not the Borrower or any of its Restricted Subsidiaries; provided that any cash or Cash Equivalents received must
be applied in accordance with Section 2.20.
"Permitted Collateral Liens" means:
(a) Liens securing any Other Pari Passu Lien Obligations; provided, however, that, at the time of incurrence and
after giving pro forma effect thereto, the Consolidated Secured Debt Ratio would be no greater than 3.75 to 1.00;
(b) Liens existing on the Closing Date;
(c) Pari Passu Liens;
(d) Liens described in clauses (c), (d), (f), (h), (i), (l), (m), (o), (q) (but only with respect to clauses (h), (i) and (r)
(but only with respect to Section 6.01(b)(vi) referred to therein) referred to therein), (r) (but only with respect to Sections
6.01(b)(vi) and (b)(xxii)(A) referred to therein), (t), (u) and (aa) (but only with respect to obligations secured by Liens
described in clauses (a) or (c) set forth above) of the definition of "Permitted Liens"; and
(e) Liens on the Term Loan First Lien Collateral in favor of the Agent relating to the Agent's administrative
expenses with respect to the Term Loan First Lien Collateral.
"Permitted Debt" has the meaning assigned to such term in Section 6.01.
"Permitted Holders" means each of the Sponsors, the Co-Investors and Management Stockholders and any group
(within the meaning of Section 13(d)(3) or Section 14(d)(2) of the Exchange Act, or any successor provision) of which any of the
foregoing are members; provided that, in the case of such group and without giving effect to the existence of such group or any other
group, the Sponsors, the Co-Investors and Management Stockholders, collectively, have beneficial ownership of more than 50% of the
total voting power of the Voting Stock of the Borrower or any of its direct or indirect parent companies. Any Person or group whose
acquisition of beneficial ownership constitutes a Change of Control in respect of which a Change of Control Offer is made in
accordance with Section 2.19 will thereafter, together with its Affiliates, constitute an additional Permitted Holder.
"Permitted Investments" means:
(a) any Investment in the Borrower or any Restricted Subsidiary;
(b) any Investment in cash and Cash Equivalents or Investment Grade Securities;
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