Neiman Marcus 2009 Annual Report Download - page 216

"Person" means any individual, corporation, business trust, partnership, association, limited liability company or similar
organization, or any Governmental Authority.
"Previously Disclosed" means, with respect to the Sellers or the Purchaser and the Purchaser Parent, information set forth
in the Disclosure Schedule with respect to the Sellers or the Purchaser and the Purchaser Parent, respectively, whether in
response to an express informational requirement or as an exception to one or more representations or covenants.
"Purchase Price" means the purchase price payable in accordance with the Final Closing Statement, as finally determined
in accordance with Section 2.4.
"Purchaser Parent Guaranty" means the guaranty of the Purchaser Parent in favor of the Sellers, in the form set forth as
Annex F.
"Purchaser's Designee" means HSBC Funding (USA) Inc. VIII.
"Rating Agency Condition" has the meaning specified in the Pooling and Servicing Agreement.
"Requirement of Law" means, with respect to any Person, any law, ordinance, statute, treaty, rule or regulation or
determination of an arbitrator or of a Governmental Authority, in each case binding on that Person or any material amount of its
property.
"Required Amendments and Confirmations" means all amendments to the Securitization Documents (substantially in the
form set forth on Annex C, subject to (i) changes required by any rating agency in connection with the transactions
contemplated by this Agreement, (ii) changes required to provide for the origination, ownership and contribution to the Master
Trust of Non-Card Payment Plan receivables by an Affiliate of Purchaser) and the satisfaction of any applicable Rating Agency
Conditions in order to consummate the transactions contemplated hereby and by the Securitization Transfer Agreement without
violation of the terms of any Securitization Document and (iii) such other changes as are approved and agreed to by the Sellers
and Purchaser to effectuate the consummation of the transactions contemplated by this Agreement.
"Requisite Regulatory Approvals" means the consents, registrations, approvals, permits or authorizations designated as
such in the Disclosure Schedule of the Sellers with respect to Section 4.1(c) and of the Purchaser with respect to
Section 4.2(c) of this Agreement.
"Securitization Assets" means the collective reference to (i) the Seller Certificate, as defined in the Securitization
Documents, and any other certificate or interest retained by NFC or any other Affiliate of Parent in the Master Trust; (ii) all
interests of the Sellers and NFC in the Securitization Bank Accounts; (iii) all interests of the Sellers in and to the Securitization
Receivables; and (iv) all other rights and interests of Sellers under each of the Securitization Documents.
9