Neiman Marcus 2008 Annual Report Download - page 381

(i) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time of such
Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise
disposed of;
(ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the
Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents (provided that the
amount of (A) any liabilities (as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet or in the
notes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the
Obligations, that are assumed by the transferee of any such assets (or a third party on behalf of the transferee) and for which
the Borrower or such Restricted Subsidiary has been validly released by all creditors in writing, (B) any securities, notes or
other obligations or assets received by the Borrower or such Restricted Subsidiary from such transferee that are converted by
the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the
closing of such Asset Sale and (C) any Designated Noncash Consideration received by the Borrower or such Restricted
Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash
Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of
(I) $125,000,000 and (II) 1.75% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with
the fair market value of each item of Designated Noncash Consideration being measured at the time received and without
giving effect to subsequent changes in value, shall be deemed to be cash for purposes of this provision and for no other
purpose);
(iii) an amount equal to 100% of the Net Proceeds of such Asset Sale (less, in the case of the sale of Capital
Stock of a Person, the amount allocable to the inventory and related assets of such Person, as determined by the Borrower in
good faith) is paid directly by the purchaser thereof to the Agent to be held in trust for application in accordance with
Section 2.20; and
(b) The Borrower shall not, and shall not permit any Restricted Subsidiary to, cause, make or suffer to exist an
Asset Sale (other than an Asset Sale of Term Loan First Lien Collateral), unless:
(i) the Borrower or such Restricted Subsidiary, as the case may be, receives consideration at the time of such
Asset Sale at least equal to the fair market value (as determined in good faith by the Borrower) of the assets sold or otherwise
disposed of;
(ii) except in the case of a Permitted Asset Swap, at least 75% of the consideration therefor received by the
Borrower or such Restricted Subsidiary, as the case may be, is in the form of cash or Cash Equivalents (provided that the
amount of (A) any liabilities (as shown on the Borrower's or such Restricted Subsidiary's most recent balance sheet or in the
notes thereto) of the Borrower or such Restricted Subsidiary, other than liabilities that are by their terms subordinated to the
Obligations, that are assumed by the transferee of any such assets (or a third party on behalf of the transferee) and for which
the Borrower or such Restricted Subsidiary has been validly released by all creditors in writing, (B) any securities, notes or
other obligations or assets received by the Borrower or such Restricted Subsidiary from such transferee that are converted by
the Borrower or such Restricted Subsidiary into cash (to the extent of the cash received) within 180 days following the
closing of such Asset Sale and (C) any Designated Noncash Consideration received by the Borrower or such Restricted
Subsidiary in such Asset Sale having an aggregate fair market value, taken together with all other Designated Noncash
Consideration received pursuant to this clause (C) that is at that time outstanding, not to exceed the greater of (I)
$125,000,000 and (II) 1.75% of Total Assets at the time of the receipt of such Designated Noncash Consideration, with the
fair market value of each item of Designated Noncash
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