Neiman Marcus 2008 Annual Report Download - page 189

Nothing herein contained, however, shall affect the right of the Trustee
(A) to retain for its own account (i) payments made on account of any such claim by any Person (other than the
Company) who is liable thereon, and (ii) the proceeds of the bona fide sale of any such claim by the Trustee to a
third person, and (iii) distributions made in cash, securities or other property in respect of claims filed against the
Company in bankruptcy or receivership or in proceedings for reorganization pursuant to the Federal Bankruptcy Act
or applicable State law;
(B) to realize, for its own account, upon any property held by it as security for any such claim, if such property was so
held prior to the beginning of such 3-month period;
(C) to realize, for its own account, but only to the extent of the claim hereinafter mentioned, upon any property held by
it as security for any such claim, if such claim was created after the beginning of such 3-month period and such
property was received as security therefor simultaneously with the creation thereof, and if the Trustee shall sustain
the burden of proving that at the time such property was so received the Trustee had no reasonable cause to believe
that a default as defined in Subsection (c) of this Section would occur within 3 months; or
(D) to receive payment on any claim referred to in paragraph (B) or against the release of any property held as security
for such claim as provided in paragraph (B) or (C), as the case may be, to the extent of the fair value of such
property.
For the purposes of paragraphs (B), (C) and (D), property substituted after the beginning of such 3-month period for property
held as security at the time of such substitution shall, to the extent of the fair value of the property released, have the same status as the
property released, and, to the extent that any claim referred to in any of such paragraphs is created in renewal of or in substitution for
or for the purpose of repaying or refunding any pre-existing claim of the Trustee as such creditor, such claim shall have the same
status as such pre-existing claim.
If the Trustee shall be required to account, the funds and property held in such special account and the proceeds thereof shall
be apportioned between the Trustee, the Securityholders and the holders of other indenture securities in such manner that the Trustee,
the Securityholders and the holders of other indenture securities realize, as a result of payments from such special account and
payments of dividends on claims filed against the Company in bankruptcy or receivership or in proceedings for reorganization
pursuant to the Federal Bankruptcy Act or applicable State law, the same percentage of their respective claims, figured before
crediting to the claim of the Trustee anything on account of the receipt by it from the Company of the funds and property in such
special Account and before crediting to the respective claims of the Trustee and the Securityholders and the holders of other indenture
securities dividends on claims filed against the Company in bankruptcy or receivership or in proceedings for reorganization pursuant
to the Federal Bankruptcy Act or applicable State law, but after crediting thereon receipts on account of the indebtedness represented
by their respective claims from all sources other than from such dividends and from the funds and property so held in such special
account. As used in this paragraph, with respect to any claim, the term "dividends" shall include any distribution with respect to such
claim, in bankruptcy or receivership or proceedings for reorganization pursuant to the Federal Bankruptcy Act or applicable State law,
whether such distribution is made in cash, securities, or other property, but shall not include any such distribution with respect to the
secured portion, if any, of such claim. The court in which such bankruptcy, receivership or proceedings for reorganization is pending
shall have jurisdiction (i) to apportion between the Trustee and the Securityholders and the holders of other indenture securities, in
accordance with the provisions-of this paragraph, the funds and property held in such special account and proceeds thereof, or (ii) in
lieu of such apportionment, in whole or in part, to give to the provisions of this paragraph due consideration in determining the
fairness of the distributions to be made to the Trustee and the Securityholders and the holders of other indenture securities with respect
to their respective claims, in which event it shall not be necessary to liquidate or to appraise the value of any securities or other
property held in such special account or as security for any such claim, or to make a specific allocation of such distributions as
between the secured and unsecured portions of such claims, or otherwise to apply the provisions of this paragraph as a mathematical
formula.
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