Neiman Marcus 2008 Annual Report Download - page 382

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); and
(iii) the Net Proceeds of such Asset Sale are applied in accordance with Section 2.20.
SECTION 6.07. Dividends and Other Payment Restrictions Affecting Restricted Subsidiaries. (a) The Borrower
shall not, and shall not permit any Restricted Subsidiary that is not a Subsidiary Guarantor to, directly or indirectly, create or otherwise
cause or suffer to exist or become effective any consensual encumbrance or consensual restriction on the ability of any such Restricted
Subsidiary to: (i) (A) pay dividends or make any other distributions to the Borrower or any Restricted Subsidiary on its Capital
Stock or with respect to any other interest or participation in, or measured by, its profits, or (B) pay any Indebtedness owed to
the Borrower or any Restricted Subsidiary;
(ii) make loans or advances to the Borrower or any Restricted Subsidiary; or
(iii) sell, lease or transfer any of its properties or assets to the Borrower or any Restricted Subsidiary.
(b) The limitations set forth in paragraph (a) of this Section 6.07 shall not apply (in each case) to such
encumbrances or restrictions existing under or by reason of:
(i) contractual encumbrances or restrictions in effect on the Closing Date, including pursuant to the Loan
Documents, the Senior Secured Asset-Based Revolving Credit Facility and the related documentation (including security
documents and intercreditor agreements) and Hedging Obligations, the 2008 Notes and the 2028 Debentures;
(ii) the New Note Documents and the New Notes and the subsidiary guarantees of the New Notes issued
thereunder, the Collateral Documents, the ABL Security Documents and the Intercreditor Agreement;
(iii) purchase money obligations for property acquired in the ordinary course of business and Capitalized Lease
Obligations that impose restrictions of the nature discussed in clause (iii) of paragraph (a) of this Section 6.07 on the property
so acquired;
(iv) applicable law or any applicable rule, regulation or order;
(v) any agreement or other instrument of a Person acquired by the Borrower or any Restricted Subsidiary in
existence at the time of such acquisition (but not created in connection therewith or in contemplation thereof), which
encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or
the property or assets of the Person, so acquired;
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