Neiman Marcus 2008 Annual Report Download - page 472

clauses (1) and (2) above such abandonment, invalidation, unenforceability, breach, termination or default would not be rendered
ineffective pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Uniform Commercial Code (or any successor provision or
provisions) of any relevant jurisdiction or any other applicable law or principles or equity; provided, however, that the Excluded
Assets shall not include, and such security interest shall attach immediately at such time as the condition causing such abandonment,
invalidation, unenforceability, breach, termination or default shall be remedied and to the extent severable, shall attach immediately to,
any portion of such lease, license, right or agreement that does not result in any of the consequences specified in (1) or (2) above; and
(l) assets that are acquired by any Grantor with the proceeds of Indebtedness incurred pursuant to
Section 6.01(b)(vi) of the Term Loan Credit Agreement and that are subject to a purchase money Lien in favor of the lenders under
such Indebtedness; provided, however, that the aggregate purchase price paid for the acquisition of such assets shall not exceed
$75,000,000 in the aggregate.
"Exhibit" refers to a specific exhibit to this Agreement, unless another document is specifically referenced.
"Existing Notes Designated Collateral" means (a) any "Principal Property" (as such term is defined in the Existing
Notes Indenture) of the Borrower or any Restricted Subsidiary (as defined in the Existing Notes Indenture) and (b) any Equity
Interests or indebtedness of any Subsidiary of the Borrower. For the avoidance of doubt, Existing Notes Designated Collateral does
not include (i) any Equity Interests of the Borrower or (ii) any Excluded Assets.
"Existing Notes Event of Default" means any "Event of Default", as defined in the Existing Notes Indenture.
"Existing Notes Indenture" has the meaning set forth in the Preliminary Statement.
"Existing Notes Obligations" means the 2008 Notes Obligations and the 2028 Debenture Obligations.
"Existing Notes Trustee" means The Bank of New York, in its capacity as trustee under the Existing Notes
Indenture.
"Existing Notes Secured Parties" means the 2008 Notes Secured Parties and the 2028 Debentures Secured Parties.
"Fixture" shall have the meaning set forth in Article 9 of the UCC.
"General Intangible" shall have the meaning set forth in Article 9 of the UCC.
"Goods" shall have the meaning set forth in Article 9 of the UCC.
"Grantors" means Holdings, the Borrower and the Subsidiary Parties.
"HSBC Credit Card Receivables Accounts" means the deposit accounts # 001846205 held at HSBC Bank USA,
N.A. and # 08806372312 held at JPMorgan Chase Bank, containing proceeds of Specified Credit Card Receivables, which account is
owned by the Borrower but
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