Consent to License to Use Intellectual Property. The Term Collateral Agent and the Notes Collateral Agent (and any purchaser, assignee or transferee of assets as provided in Section 4.3) (a) consent (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the ABL Collateral Agent of a non-exclusive royalty-free license to use for a period not to exceed 180 days (commencing with the initiation of any enforcement of Liens by any of the Term Collateral Agent (provided that the ABL Collateral Agent and the Notes Collateral Agent have received notice thereof), the ABL Collateral Agent or the Notes Collateral Agent) any Patent, Trademark or proprietary information of such Grantor that is subject to a Lien held by the Term Collateral Agent or the Notes Collateral Agent (or any Patent, Trademark or proprietary information acquired by such purchaser, assignee or transferee from any Grantor, as the case may be) and (b) grant, in its capacity as a secured party (or as a purchaser, assignee or transferee, as the case may be), to the ABL Collateral Agent a non-exclusive royalty-free license to use for a period not to exceed 180 days (commencing with (x) the initiation of any enforcement of Liens by the Term Collateral Agent (provided that the ABL Collateral Agent and the Notes Collateral Agent have received notice thereof) or the ABL Collateral Agent or (y) the purchase, assignment or transfer of, as the case may be, any Patent, Trademark or proprietary information that is subject to a Lien held by the Term Collateral Agent or Notes Collateral Agent (or subject to such purchase, assignment or transfer, as the case may be), in each case in connection with the enforcement of any Lien held by the ABL Collateral Agent upon any Inventory or other ABL Priority Collateral of any Grantor and to the extent the use of such Patent, Trademark or proprietary information is necessary or appropriate, in the good faith opinion of the ABL Collateral Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory in any lawful manner.
Consent to License to Use Intellectual Property. The New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral (and any purchaser, assignee or transferee of assets as provided in Section 7.3) (a) consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the ABL Agent of a non-exclusive, royalty-free license to use during the ABL Priority Collateral Processing and Sale Period any Patents, Patent Licenses, Trademarks, Trademark Licenses or proprietary information of such Grantor that is Term Loan Priority Collateral (or any Patent, Patent License, Trademark, Trademark License or proprietary information acquired by such purchaser, assignee or transferee from any Grantor, as the case may be) and (b) grants, in its capacity as a secured party (or as a purchaser, assignee or transferee, as the case may be), to the ABL Agent a non-exclusive royalty-free license to use during the ABL Priority Collateral Processing and Sale Period, any Patent, Patent License, Trademark, Trademark License or proprietary information that is Term Loan Priority Collateral (or subject to such purchase, assignment or transfer, as the case may be), in each case in connection with the enforcement of any Lien held by the ABL Agent upon any inventory or other ABL Priority Collateral of any Grantor and to the extent the use of such Patent, Patent License, Trademark, Trademark License or proprietary information is necessary or appropriate, in the good faith opinion of the ABL Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory in any lawful manner.
Consent to License to Use Intellectual Property. The Term Agent (and any purchaser, assignee or transferee of assets as provided in Section 4.3) (a) consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the Revolver Agent of a non-exclusive royalty-free license to use during the Revolver Collateral Processing and Sale Period any Patent, Trademark or proprietary information of such Grantor that is subject to a Lien held by the Term Agent (or any Patent, Trademark or proprietary information acquired by such purchaser, assignee or transferee from any Grantor, as the case may be) and (b) grants, in its capacity as a secured party (or as a purchaser, assignee or transferee, as the case may be), to the Revolver Agent a non-exclusive royalty-free license to use during the Revolver Collateral Processing and Sale Period any Patent, Trademark or proprietary information that is subject to a Lien held by the Term Agent (or subject to such purchase, assignment or transfer, as the case may be), in each case in connection with the enforcement of any Lien held by the Revolver Agent upon any inventory or other Revolver Collateral of any Grantor and to the extent the use of such Patent, Trademark or proprietary information is necessary or appropriate, in the good faith opinion of the Revolver Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory in any lawful manner.
Consent to License to Use Intellectual Property. The New Money Term Loan Agent, as First Priority Representative with respect to the Term Loan Priority Collateral (and any purchaser, assignee or transferee of assets as provided in Section 7.3) (a) consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the ABL Agent of a non-exclusive, royalty-free license to use during the ABL Priority Collateral Processing and Sale Period any Patents, Patent Licenses, Trademarks, Trademark Licenses or proprietary information of such Grantor that is Term Loan Priority Collateral (or any Patent, Patent License, Trademark, Trademark License or proprietary information acquired by such purchaser, assignee or transferee from any Grantor, as the case may be) and
Consent to License to Use Intellectual Property. The Term Collateral Agent (a) consents to the grant by any Grantor to the Revolving Collateral Agent of a non-exclusive royalty-free license to use any Intellectual Property of such Grantor that is subject to a Lien held by the Term Collateral Agent and (b) grants, in its capacity as a Claimholder and to the extent of its rights and interests therein, to the Revolving Collateral Agent a non-exclusive royalty-free license to use any Intellectual Property constituting Term Priority Collateral that is subject to a Senior Lien held by the Term Collateral Agent, in each case in connection with the Exercise of Secured Creditor Remedies of any Lien held by the Revolving Collateral Agent upon any Inventory or other Revolving Priority Collateral and to the extent the use of such Intellectual Property is necessary or appropriate, in the good faith opinion of the Revolving Collateral Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such Inventory or other Revolving Priority Collateral in any lawful manner in connection with such Exercise of Secured Creditor Remedies. The Term Collateral Agent may not sell, assign or otherwise transfer the Term Priority Collateral prior to the expiration of the Use Period unless the purchaser, assignee or transferee thereof agrees in writing to be bound by the provisions of this Section 3.10.
Consent to License to Use Intellectual Property. Each Second Priority Representative (and any purchaser, assignee or transferee of assets as provided in Section 7.3 (a) consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the ABL Agent of a non-exclusive, royalty-free license to use during the ABL Priority Collateral Processing and Sale Period any Patents, Patent Licenses, Trademarks, Trademark Licenses or proprietary information of such Grantor that is Term Loan/Notes Exclusive Collateral (or any Patent, Patent License, Trademark, Trademark License or proprietary information acquired by such purchaser, assignee or transferee from any Grantor, as the case may be) and (b) grants, in its capacity as a secured party (or as a purchaser, assignee or transferee, as the case may be), to the ABL Agent a non-exclusive royalty-free license to use during the ABL Priority Collateral Processing and Sale Period, any Patent, Patent License, Trademark, Trademark License or proprietary information that is Term Loan/Notes Exclusive Collateral (or subject to such purchase, assignment or transfer, as the case may be), in each case in connection with the enforcement of any Lien held by the ABL Agent upon any inventory or other ABL Priority Collateral of any Grantor and to the extent the use of such Patent, Patent License, Trademark, Trademark License or proprietary information is necessary or appropriate, in the good faith opinion of the ABL Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory in any lawful manner.
Consent to License to Use Intellectual Property. Each Representative and any purchaser, assignee or transferee of assets as provided in Section 8.3:
Consent to License to Use Intellectual Property. The First Priority Representative with respect to the Term Loan Priority Collateral (and any purchaser, assignee or transferee of assets as provided in Section 7.3) (a) consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the ABL/LC Controlling Agent of a non-exclusive, royalty-free license (which will be binding on any successor or assignee of the intellectual property) to use during the ABL Priority Collateral Processing and Sale Period any Intellectual Property Collateral of such Grantor that is Term Loan Priority Collateral (or any Intellectual Property Collateral acquired by such purchaser, assignee or transferee from any Grantor, as the case may be) and (b) grants, in its capacity as a secured party (or as a purchaser, assignee or transferee, as the case may be), to the ABL/LC Controlling Agent a non-exclusive royalty-free license (which will be binding on any successor or assignee of the intellectual property) to use during the ABL Priority Collateral Processing and Sale Period, any Intellectual Property Collateral that is Term Loan Priority Collateral (or subject to such purchase, assignment or transfer, as the case may be), in each case in connection with the enforcement of any Lien held by the ABL/LC Controlling Agent upon any inventory or other ABL Priority Collateral of any Grantor and to the extent the use of such Intellectual Property Collateral is necessary or appropriate, in the good faith opinion of the ABL/LC Controlling Agent, to process, ship, produce, store, complete, supply, lease, sell (by public auction, private sale or “going out of business” or similar sale, whether in bulk, in lots or to customers in the ordinary course of business or otherwise and which sale may include augmented inventory of the same type sold in the Grantors’ business) or otherwise dispose of any such inventory in any lawful manner. In the event that any ABL/LC Secured Party has commenced and is continuing any Enforcement Action with respect to any ABL Priority Collateral or any other sale or liquidation of the ABL Priority Collateral has been commenced by any Grantor (with the consent of the ABL/LC Controlling Agent), the First Priority Representative with respect to the Term Loan Priority Collateral may not sell, assign or otherwise transfer the related Term Loan Priority Collateral prior to the expiration of the ABL Priority Collateral Processing and Sale Period, unless the purchaser, assignee or transferee...
Consent to License to Use Intellectual Property. The Notes Collateral Agent (a) consents to the grant by the Company or any other Grantor to the Revolving Collateral Agent of a non-exclusive royalty-free license to use during the Use Period any patent, trademark or proprietary information of such Grantor that is subject to a Lien held by the Notes Collateral Agent and (b) grants, in its capacity as a Claimholder and to the extent of its rights and interests, to the Revolving Collateral Agent a non-exclusive royalty-free license to use during the Use Period any patent, trademark or proprietary information that is subject to a Lien on the Notes Priority Collateral held by the Notes Collateral Agent, in each case in connection with the Exercise of Secured Creditor Remedies of any Lien held by the Revolving Collateral Agent upon any Inventory or other Revolving Priority Collateral of any Grantor and to the extent the use of such patent, trademark or proprietary information is necessary or appropriate, in the good faith opinion of the Revolving Collateral Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such Inventory or other Revolving Priority Collateral in any lawful manner in connection with such Exercise of Secured Creditor Remedies. The Notes Collateral Agent may not sell, assign or otherwise transfer the Notes Priority Collateral prior to the expiration of the Use Period unless the purchaser, assignee or transferee thereof agrees to be bound by the provisions of this Section 3.10.
Consent to License to Use Intellectual Property. Access to Information; Access to Real Property to Process and Sell Inventory.
