Neiman Marcus 2008 Annual Report Download - page 477

"2028 Debentures 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 2028 Debentures and (ii) all other monetary obligations of the Borrower or any
other Grantor to any of the 2028 Debentures 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 2028 Debentures 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 2028 Debentures Secured Parties under this Agreement and each
of the Term Loan Security Documents related thereto.
"2028 Debentures Secured Parties" means (a) the holders of the 2028 Debentures, (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.
"UCC" means the Uniform Commercial Code as in effect from time to time in the State of New York.
The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.
ARTICLE II
GRANT OF SECURITY INTEREST
Each Grantor hereby pledges, assigns and grants to the Agent, on behalf of and for the ratable benefit of the Secured
Parties, a security interest in all of its right, title and interest in, to and under all personal property and other assets, whether now
owned by or owing to, or hereafter acquired by or arising in favor of such Grantor (including under any trade name or derivations
thereof), and regardless of where located (all of which are collectively referred to as the "Collateral"), including:
(i) all Accounts;
(ii) all Chattel Paper;
(iii) all Copyrights, Patents and Trademarks;
(iv) all Documents;
(v) all Equipment;
(vi) all Fixtures;
(vii) all General Intangibles;
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