Neiman Marcus 2008 Annual Report Download - page 485

outstanding Equity Interests of the issuer of any Pledged Collateral or received in exchange for Pledged Collateral or any part
thereof, or in redemption thereof, or as a result of any merger, consolidation, acquisition or other exchange of assets to which
such issuer may be a party or otherwise, shall be and become part of the Pledged Collateral, and, if received by any Grantor,
shall not be commingled by such Grantor with any of its other funds or property but shall be held separate and apart
therefrom, shall be held in trust for the ratable benefit of the Secured Parties and shall be forthwith delivered to the Agent in
the same form as so received (with any necessary endorsement or instrument of assignment). The proviso to the first
sentence of this clause (iii) shall not apply to dividends between or among the Grantors only of property subject to a
perfected security interest under this Agreement; provided that the Borrower notifies the Agent in writing, specifically
referring to this Section 4.5 at the time of such dividend and takes any actions the Agent reasonably specifies to ensure the
continuance of its perfected security interest in such property under this Agreement.
Section 4.6. Intellectual Property.
(a) Upon the occurrence and during the continuance of an Event of Default, each Grantor will
use its best efforts to obtain all consents and approvals necessary or appropriate for the assignment to or for the benefit of the Agent of
any License held by such Grantor and to enforce the security interests granted hereunder.
(b) Each Grantor shall notify the Agent promptly if it knows or reasonably expects that any
application or registration relating to any Patent, Trademark or Copyright (now or hereafter existing) material to the conduct of such
Grantor's business may become abandoned or dedicated, or of any material adverse determination or development (including the
institution of, or any such determination or development in, any proceeding in the United States Patent and Trademark Office, the
United States Copyright Office or any court) regarding such Grantor's ownership of any such Patent, Trademark or Copyright, its right
to register the same, or to keep and maintain the same.
(c) In no event shall any Grantor, either directly or through any agent, employee, licensee or
designee, file an application for the registration of any material Patent, Trademark or Copyright with the United States Patent and
Trademark Office, the United States Copyright Office or any similar office or agency without giving the Agent prompt written notice
thereof, and, upon request of the Agent, such Grantor shall execute and deliver any and all security agreements or other instruments as
the Agent may reasonably request to evidence the Agent's security interest in such Patent, Trademark or Copyright, and the General
Intangibles of such Grantor relating thereto or represented thereby.
(d) Each Grantor shall take all actions necessary or reasonably requested by the Agent to
maintain and pursue each material application, to obtain the relevant registration and to maintain the registration of each of the
Patents, Trademarks and Copyrights (now or hereafter existing) material to the conduct of such Grantor's business, except in cases
where, in the ordinary course of business consistent with past practice, such Grantor reasonably decides to abandon, allow to lapse or
expire any Patent, Trademark or Copyright, including the filing of applications for renewal, affidavits of use, affidavits of
noncontestability and, if consistent with good business judgment and past practice, to initiate opposition and interference and
cancellation proceedings against third parties.
17