Neiman Marcus 2008 Annual Report Download - page 473

controlled by HSBC and the ownership of which is anticipated to be transferred to HSBC in the first or second calendar quarter of
2006.
"Instrument" shall have the meaning set forth in Article 9 of the UCC.
"Intercreditor Agreement" means the Lien Subordination and Intercreditor Agreement dated as of the date hereof,
among Holdings, the Borrower, the Subsidiaries from time to time party thereto, the Revolving Facility Agent and the Agent, as
amended, modified or supplemented from time to time.
"Inventory" shall have the meaning set forth in Article 9 of the UCC.
"Investment Property" shall have the meaning set forth in Article 9 of the UCC.
"Leased-Department Inventory" means any Inventory relating to a leased department within one of the Grantors'
retail stores, 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).
"Leased-Department Proceeds" means any proceeds from the sale of any Leased-Department Inventory, solely to the
extent that such proceeds are identifiable proceeds from the sale of Leased-Department Inventory and that the Borrower identifies
such proceeds as such through a method of tracing reasonably satisfactory to the Agent.
"Letter-of-Credit Right" shall have the meaning set forth in Article 9 of the UCC.
"Licenses" means, with respect to any Grantor, all of such Grantor's right, title, and interest in and to (a) any and all
licensing agreements or similar arrangements in and to its owned (1) Patents, (2) Copyrights, or (3) Trademarks, (b) all income,
royalties, damages, claims, and payments now or hereafter due or payable under and with respect thereto, including, without
limitation, damages and payments for past and future breaches thereof, and (c) all rights to sue for past, present, and future breaches
thereof.
"Obligations" means the Term Loan Obligations and the Existing Notes Obligations.
"Patents" means, with respect to any Person, all of such Person's right, title, and interest in and to: (a) any and all
patents and patent applications; (b) all inventions and improvements described and claimed therein; (c) all reissues, divisions,
continuations, renewals, extensions, and continuations-in-part thereof; (d) all income, royalties, damages, claims, and payments now
or hereafter due or payable under and with respect thereto, including, without limitation, damages and payments for past and future
infringements thereof; (e) all rights to sue for past, present, and future infringements thereof; and (f) all rights corresponding to any of
the foregoing throughout the world.
"Perfection Certificate" means a certificate substantially in the form of Exhibit I completed and supplemented with
the schedules and attachments contemplated thereby, and duly executed by a Responsible Officer of the Borrower.
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