Neiman Marcus 2008 Annual Report Download - page 478

(viii) all Goods;
(ix) all Instruments;
(x) all Inventory;
(xi) all Investment Property;
(xii) all cash or cash equivalents;
(xiii) all letters of credit, Letter-of-Credit Rights and Supporting Obligations;
(xiv) all Deposit Accounts with any bank or other financial institution;
(xv) all Commercial Tort Claims as specified from time to time in Exhibit E; and
(xvi) all accessions to, substitutions for and replacements, proceeds (including Stock
Rights), insurance proceeds and products of the foregoing, together with all books and records, customer lists, credit files,
computer files, programs, printouts and other computer materials and records related thereto and any General Intangibles at
any time evidencing or relating to any of the foregoing;
to secure the prompt and complete payment and performance of the Obligations.
Notwithstanding the foregoing or anything herein to the contrary, in no event shall the "Collateral" include or the
security interest attach to any Excluded Asset.
ARTICLE III
REPRESENTATIONS AND WARRANTIES
The Grantors, jointly and severally, represent and warrant to the Agent, for the benefit of the Secured Parties, that:
Section 3.1. Title, Perfection and Priority. Each Grantor has good and valid rights in, or the power to
transfer the Collateral and title to, the Collateral with respect to which it has purported to grant a security interest hereunder, free and
clear of all Liens except Permitted Liens, and has full power and authority to grant to the Agent the security interest in such Collateral
pursuant hereto. When financing statements have been filed in the appropriate offices against such Grantor in the locations listed on
Exhibit G, the Agent will have a fully perfected first priority security interest in that Collateral in which a security interest may be
perfected by filing under the Uniform Commercial Code in effect in the applicable jurisdiction, subject only to Permitted Liens and to
the terms of the Intercreditor Agreement.
Section 3.2. Type and Jurisdiction of Organization, Organizational and Identification Numbers. The
type of entity of each Grantor, its jurisdiction of organization, the organizational number issued to it by its jurisdiction of organization
and its federal employer identification number are set forth on Exhibit A.
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