Neiman Marcus 2008 Annual Report Download - page 471

"Deposit Account" shall have the meaning set forth in Article 9 of the UCC.
"Document" shall have the meaning set forth in Article 9 of the UCC.
"Equipment" shall have the meaning set forth in Article 9 of the UCC.
"Event of Default" means a Credit Agreement Event of Default or an Existing Notes Event of Default.
"Excluded Assets" means
(a) the Specified Credit Card Receivables, any Specified Credit Card Payments and any Specified In-Store
Credit Card Payments;
(b) the HSBC Credit Card Receivables Accounts;
(c) more than 65% of the issued and outstanding voting Equity Interests of any Foreign Subsidiary;
(d) any Domestic Subsidiary that is taxed as a partnership for federal income tax purposes that holds Equity
Interests of a Foreign Subsidiary whose Equity Interests are pledged pursuant to this Security Agreement;
(e) any Margin Stock;
(f) Equity Interests in Kate Spade LLC, Gurwitch Products, L.L.C. and Willow Bend Beverage Corporation;
(g) any intercompany Indebtedness of (i) the Borrower or any Subsidiary that is a Loan Party owing to a
Subsidiary that is a Loan Party, (ii) a Subsidiary that is a Loan Party owing to the Borrower or (iii) any Subsidiary that is not a Loan
Party owing to the Borrower or owing to a Subsidiary that is a Loan Party (in the case of (iii), other than such Indebtedness that is
Indebtedness for borrowed money and has a principal amount of $5,000,000 or more);
(h) subject to Section 11.16(d), any Equity Interests to the extent that a pledge of such Equity Interests would
give rise to additional subsidiary reporting requirements under Rule 3-10 or Rule 3-16 of Regulation S-X promulgated under the
Exchange Act of 1934;
(i) any Consignment Inventory and any Consignment Proceeds;
(j) any Leased-Department Inventory and any Leased-Department Proceeds;
(k) any leases, licenses, rights or other agreements contained within the Collateral to which any Grantor is a
party or any of its rights or interests are subject thereto to the extent and solely to the extent that the proximate result of the grant of
such security interest shall be to (1) constitute or result in the abandonment, invalidation or unenforceability of any right, title or
interest in such Grantor therein, or (2) create a situation under which such Grantor shall be deemed to have breached or terminated
pursuant to the terms of, or defaulted under, any such Collateral; and in each case under
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