Neiman Marcus 2008 Annual Report Download - page 475

sold or otherwise transferred to (i) HSBC pursuant to the HSBC Arrangements or (ii) any third party pursuant to any Permitted
Replacement Credit Card Program.
"Specified Credit Card Payments" means any payments by the holder of a private label credit card subject to the
HSBC Arrangements or any Permitted Replacement Credit Card Program to the issuer of such credit card that are (i) in the case of the
HSBC Arrangements, made to a HSBC Credit Card Receivables Accounts or (ii) in the case of any Permitted Replacement Credit
Card Program, made to any account of a Grantor prior to the transition of ownership of such account to the applicable third party in
connection with the establishment of the applicable Permitted Replacement Credit Card Program.
"Specified In-Store Credit Card Payments" means any payments made in-person by customers in respect of private
label credit cards subject to the HSBC Arrangements or any Permitted Replacement Credit Card Program in one of the Grantors' retail
stores, solely to the extent that such payments are identifiable payments from the holders of such private label credit cards and that the
Borrower identifies such payments as such through a method of tracing reasonably satisfactory to the Agent.
"Stock Rights" means all dividends, instruments or other distributions and any other right or property which any
Grantor shall receive or shall become entitled to receive for any reason whatsoever with respect to, in substitution for or in exchange
for any Equity Interest constituting Collateral, any right to receive an Equity Interest constituting Collateral and any right to receive
earnings, in which such Grantor now has or hereafter acquires any right, issued by an issuer of such Equity Interest.
"Subsidiary Parties" means (a) the Subsidiaries identified on Exhibit J hereto, (b) NM Nevada Trust, a
Massachusetts business trust, and (c) each other Domestic Subsidiary that becomes a party to this Agreement as a Subsidiary Party
after the date hereof, in accordance with Section 11.14 herein and Section 5.11 of the Term Loan Credit Agreement.
"Supporting Obligation" shall have the meaning set forth in Article 9 of the UCC.
"Term Loan Credit Agreement" has the meaning set forth in the Preliminary Statement.
"Term Loan/Notes Documents" has the meaning set forth in the Intercreditor Agreement.
"Term Loan Lenders" means the "Lenders" under and as defined in the Term Loan Credit Agreement.
"Term Loan Obligations" means (a) the due and punctual payment by the Borrower of (i) the principal of
and interest (including interest accruing during the pendency of any bankruptcy, insolvency, receivership or other similar proceeding,
regardless of whether allowed or allowable in such proceeding) when and as due, whether at maturity, by acceleration, upon one or
more dates set for prepayment or otherwise, on the loans under the Term Loan Credit Agreement and (ii) all other monetary
obligations of the Borrower or any other Grantor to any of the Term Loan Secured Parties under the Term Loan Credit Agreement and
each of the Term Loan Security Documents, including fees, costs, expenses and indemnities, whether primary, secondary, direct,
contingent, fixed or
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