Neiman Marcus 2008 Annual Report Download - page 489

or both, are located, to take possession of all or any part of the Collateral or the books and records relating thereto, or both, to remove
all or any part of the Collateral or the books and records relating thereto, or both, and to conduct sales of the Collateral, without any
obligation to pay any Grantor for such use and occupancy;
Section 5.3. Grant of Intellectual Property License. For the purpose of enabling the Agent to exercise
the rights and remedies under this Article V at such time as the Agent shall be lawfully entitled to exercise such rights and remedies,
each Grantor hereby (a) grants to the Agent, for the benefit of the Agent and the Secured Parties, an irrevocable, nonexclusive license
(exercisable without payment of royalty or other compensation to such Grantor) to use, license or sublicense any intellectual property
rights now owned or hereafter acquired by such Grantor, wherever the same may be located, and including in such license access to all
media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the
compilation or printout thereof and (b) irrevocably agrees that, at any time and from time to time following the occurrence and during
the continuance of an Event of Default, the Agent may sell any Grantor's Inventory directly to any Person, including without
limitation Persons who have previously purchased any Grantor's Inventory from such Grantor and in connection with any such sale or
other enforcement of the Agent's rights under this Agreement, may (subject to any restrictions contained in applicable third party
licenses entered into by a Grantor) sell Inventory which bears any Trademark owned by or licensed to any Grantor and any Inventory
that is covered by any Copyright owned by or licensed to such Grantor and the Agent may finish any work in process and affix any
relevant Trademark owned by or licensed to any Grantor and sell such Inventory as provided herein. The use of the license granted
pursuant to clause (a) of the preceding sentence by the Agent may be exercised, at the option of the Agent, only upon the occurrence
and during the continuance of an Event of Default; provided, however, that any license, sublicense or other transaction entered into by
the Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.
Section 5.4. Application of Proceeds. Subject to the Intercreditor Agreement, the Agent shall apply the
proceeds of any collection, sale, foreclosure or other realization upon any Collateral, as well as any Collateral consisting of cash, as
follows: FIRST, to the payment of all reasonable costs and expenses incurred by the Agent (in its capacity as such
hereunder or under any other Term Loan Security Document) in connection with such collection, sale, foreclosure or
realization or otherwise in connection with this Agreement, any other Term Loan Security Document or any of the
Obligations, including all court costs and the reasonable fees and expenses of its agents and legal counsel, the repayment of
all advances made by the Agent hereunder or under any other Term Loan Security Document on behalf of any Grantor and
any other reasonable costs or expenses incurred by the Agent in connection with the exercise of any remedy hereunder or
under any other Term Loan Security Document, if reimbursable pursuant to a Term Loan Security Document;
SECOND, to the payment in full of the Term Loan Obligations and the Existing Notes Obligations, ratably
in accordance with the respective amounts thereof on the date of any such distribution; and
21