Neiman Marcus 2008 Annual Report Download - page 470

Section 1.3. Definitions of Certain Terms Used Herein. As used in this Agreement, in addition to the
terms defined in the preamble and Preliminary Statement above, the following terms shall have the following meanings:
"Account" shall have the meaning set forth in Article 9 of the UCC.
"Aggregate Term Loan Credit Exposure" means, at any time, the aggregate principal amount of loans outstanding
under the Term Loan Credit Agreement at such time.
"Article" means a numbered article of this Agreement, unless another document is specifically referenced.
"Bankruptcy Proceeding" means, with respect to any Person, a general assignment by such Person for the benefit of
its creditors, or the institution by or against such Person of any proceeding seeking relief as debtor, or seeking to adjudicate such
Person as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment or composition of such Person or its debts, under
any law relating to bankruptcy, insolvency, reorganization or relief of debtors, or seeking appointment of a receiver, trustee, custodian
or other similar official for such Person or for any substantial part of its property.
"Chattel Paper" shall have the meaning set forth in Article 9 of the UCC.
"Collateral" shall have the meaning set forth in Article II.
"Commercial Tort Claim" shall have the meaning set forth in Article 9 of the UCC.
"Consignment Inventory" means any Inventory held by a Grantor on a consignment basis, which Inventory is not
owned by a Grantor (and would not be reflected on a consolidated balance sheet of Borrower and its Subsidiaries prepared in
accordance with GAAP).
"Consignment Proceeds" means any proceeds from the sale of any Consignment Inventory, solely to the extent that
such proceeds are identifiable proceeds from the sale of Consignment Inventory and that the Borrower identifies such proceeds as
such through a method of tracing reasonably satisfactory to the Agent.
"Control" shall have the meaning set forth in Article 8 or, if applicable, in Section 9-104, 9-105, 9-106 or 9-107 of
Article 9 of the UCC.
"Copyrights" means, with respect to any Person, all of such Person's right, title, and interest in and to the following:
(a) all copyrights, rights and interests in copyrights, works protectable by copyright, copyright registrations, and copyright
applications; (b) all renewals of any of the foregoing; (c) all income, royalties, damages, and payments now or hereafter due and/or
payable under any of the foregoing, including, without limitation, damages or payments for past or future infringements for any of the
foregoing; (d) the right to sue for past, present, and future infringements of any of the foregoing; and (e) all rights corresponding to
any of the foregoing throughout the world.
"Credit Agreement Event of Default" means any "Event of Default", as defined in the Term Loan Credit Agreement.
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