Neiman Marcus 2008 Annual Report Download - page 479

Section 3.3. Principal Location. Each Grantor's mailing address and the location of its place of business
(if it has only one) or its chief executive office (if it has more than one place of business), is disclosed on Exhibit A.
Section 3.4. Collateral Locations. Each location where Collateral is located as of the date hereof (except
for Inventory in transit) is listed on Exhibit A. All of said locations are owned by a Grantor except for locations (i) that are leased by a
Grantor as lessee and designated in Part III(b) of Exhibit A and (ii) at which Inventory is held in a public warehouse or is otherwise
held by a bailee or on consignment as designated in Part III(c) of Exhibit A.
Section 3.5. Bailees, Warehousemen, Etc. Exhibit B hereto sets forth a list, as of the date hereof, of
each bailee, warehouseman and other third party in possession or control of any Inventory of any Grantor (except for Inventory in
transit) and specifies as to each bailee, warehouseman or other third party whether the value of the Inventory, at cost, possessed or
controlled by such bailee, warehouseman or other third party exceeds $2,500,000.
Section 3.6. Exact Names. The name in which each Grantor has executed this Agreement is the exact
name as it appears in such Grantor's organizational documents, as amended, as filed with such Grantor's jurisdiction of organization.
No Grantor has, during the past five years, been known by or used any other corporate or fictitious name, or been a party to any
merger or consolidation (other than, in the case of the Borrower, the Merger) except as disclosed in the Perfection Certificate.
Section 3.7. Letter-of-Credit Rights and Chattel Paper. Exhibit C lists all Letter-of-Credit Rights and
Chattel Paper of each Grantor. All actions necessary or desirable to protect and perfect the Agent's Lien under the laws of the United
States, on each item listed on Exhibit C (including the delivery of all originals as required hereunder) has been duly taken by each
Grantor. The Agent will have a fully perfected first priority security interest in the Collateral listed on Exhibit C, subject only to
Permitted Liens and to the terms of the Intercreditor Agreement.
Section 3.8. Accounts and Chattel Paper. The names of the obligors, amounts owing, due dates and
other information with respect to each Grantor's Accounts and Chattel Paper that are Collateral are and will be correctly stated, at the
time furnished, in all records of such Grantor relating thereto and in all invoices furnished to the Agent by such Grantor from time to
time.
Section 3.9. Intellectual Property. No Grantor has any interest in, or title to, any Patent, Trademark or
Copyright except as set forth on Exhibit D. This Agreement is effective to create a valid and continuing Lien under the UCC and the
laws of the United States and, upon filing of appropriate financing statements in the offices listed on Exhibit G and this Agreement
with the United States Copyright Office and the United States Patent and Trademark Office, fully perfected first priority security
interests under the UCC and the laws of the United States (subject to the terms of the Intercreditor Agreement) in favor of the Agent
for the ratable benefit of the Secured Parties on the Patents, Trademarks and Copyrights of the Grantors, such perfected security
interests are enforceable as such as against any and all creditors of and purchasers from the Grantors; and all action necessary or
desirable under the UCC and the laws of the United States to protect and perfect the Agent's Lien on the Patents, Trademarks or
Copyrights of the Grantors shall have been duly taken.
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