Common use of Consent to License to Use Intellectual Property Clause in Contracts

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 Term Collateral Agent and the Notes Loan Collateral Agent (and any purchaser, assignee or transferee of assets as provided in Section 4.36.3) (a) consent consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the ABL Facility Collateral Agent of a non-exclusive royalty-free license to use use, subject to any limitations and restrictions in any relevant Security Document for a period not to exceed 180 days (commencing with the initiation of any enforcement of Liens by any of the Directing Term Loan Collateral Agent (provided provided, that the ABL Facility Collateral Agent and the Notes Collateral Agent have has received notice thereof), ) or the ABL Collateral Agent or the Notes Facility 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 Loan 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) grantgrants, in its capacity as a secured party (or as a purchaser, assignee or transferee, as the case may be), to the ABL Facility 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 any of the Directing Term Loan Collateral Agent (provided that the ABL Collateral Agent and the Notes Collateral Agent have received notice thereof) or the ABL Facility Collateral Agent or (y) the purchase, assignment or transfer oftransfer, as the case may bebe (provided, in each case, that the ABL Facility Collateral Agent has received notice thereof)) any Patent, Trademark or proprietary information that is subject to a Lien held by the Term Collateral Agent or Notes Loan 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 Facility Collateral Agent upon any Inventory or other ABL Facility 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 Facility Collateral Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory Inventory in any lawful manner. The 180 day license periods shall be tolled during the pendency of any Insolvency or Liquidation Proceeding of any Grantor pursuant to which the ABL Facility Collateral Agent is effectively stayed from enforcing its rights and remedies with respect to the ABL Facility Priority Collateral.

Consent to License to Use Intellectual Property. The Each Term Collateral Loan Agent and the Notes Collateral Agent (and any purchaser, assignee or transferee of assets as provided in Section 4.3) (a) consent consents (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 less than 180 days (commencing with the initiation of any enforcement of Liens by any of the Term Collateral Agent Loan Agents (provided that, in each case, that the ABL Collateral Agent and the Notes Collateral Agent have has received notice thereof), ) or the ABL Collateral Agent or the Notes Collateral Agent) any Patent, Trademark Intellectual Property or proprietary information of such Grantor that is subject to a Lien held by the any Term Collateral Agent or the Notes Collateral Loan Agent (or any Patent, Trademark Intellectual or proprietary information acquired by such purchaser, assignee or transferee from any Grantor, as the case may be) and (b) grantgrants, 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 any Term Collateral Agent (provided that the ABL Collateral Agent and the Notes Collateral Agent have received notice thereof) or the ABL Collateral Loan Agent or (y) the purchase, assignment or transfer oftransfer, as the case may bebe (provided that, in each case, that the ABL Credit Agreement Collateral Agent has received notice thereof)) any Patent, Trademark Intellectual Property or proprietary information that is subject to a Lien held by the any Term Collateral Agent or Notes Collateral Loan 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 Inventory, Equipment or other ABL Priority Collateral of any Grantor and to the extent the use of such Patent, Trademark Intellectual Property 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 Inventory or Equipment in any lawful manner. The 180 day license periods shall be tolled during the pendency of any Insolvency or Liquidation Proceeding of any Grantor pursuant to which the ABL Agent is effectively stayed from enforcing its rights and remedies with respect to the ABL Priority Collateral.

Consent to License to Use Intellectual Property. The Term Collateral Each of the First Lien Security Agent and, if any Additional Second Lien Obligations have been issued, the Second Lien Security Agent on behalf of the First Lien Secured Parties and the Notes Collateral Agent Second Lien Secured Parties respectively (and any purchaser, assignee or transferee of assets as provided in Section 4.36.3) (a) consent consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the ABL Collateral Revolving Facility Agent of a non-exclusive royalty-free license to use use, subject to any limitations and restrictions in any relevant Security Document for a period not to exceed 180 days (commencing with the initiation of any enforcement of Liens by any of the Term Collateral First Lien Security Agent or the Second Lien Security Agent (provided provided, in each case, that the ABL Collateral Revolving Facility Agent and the Notes Collateral Agent have has received notice thereof), the ABL Collateral Agent ) or the Notes Collateral Revolving Facility Agent) any Patent, Trademark or proprietary information Intellectual Property of such Grantor that is subject to a Lien held by either the Term Collateral First Lien Security Agent or the Notes Collateral Agent Second Lien Security Agent, respectively (or any Patent, Trademark or proprietary information Intellectual Property acquired by such purchaser, assignee or transferee from any Grantor, as the case may be) and (b) grantgrants, in its capacity as a secured party (or as a purchaser, assignee or transferee, as the case may be), to the ABL Collateral Revolving Facility 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 any of the Term Collateral First Lien Security Agent, the Second Lien Security Agent (provided that the ABL Collateral Agent and the Notes Collateral Agent have received notice thereof) or the ABL Collateral Revolving Facility Agent or (y) the purchase, assignment or transfer oftransfer, as the case may bebe (provided, in each case, that the Revolving Facility Agent has received notice thereof)) any Patent, Trademark or proprietary information Intellectual Property that is subject to a Lien held by the Term Collateral First Lien Security Agent or Notes Collateral the Second Lien Security 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 Revolving Facility Agent upon any Inventory or other ABL Revolving Facility Priority Collateral of any Grantor and to the extent the use of such Patent, Trademark or proprietary information Intellectual Property is necessary or appropriate, in the good faith opinion of the ABL Collateral Revolving Facility Agent, to process, ship, collect, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory Inventory or other Revolving Facility Priority Collateral in any lawful manner. The 180 day license periods shall be tolled during the pendency of any Insolvency or Liquidation Proceeding of any Grantor pursuant to which the Revolving Facility Agent is effectively stayed from enforcing its rights and remedies with respect to the Revolving Facility Priority Collateral.

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 consents (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 either the Term Collateral Agent (provided that the ABL Collateral Agent and the Notes Collateral Agent have has received notice thereof), ) or 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) grantgrants, 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 either the Term Collateral Agent (provided that the ABL Collateral Agent and the Notes Collateral Agent have has received notice thereof) or the ABL Collateral Agent or (y) the purchase, assignment or transfer oftransfer, 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 Each Term Loan Collateral Agent and the Notes Collateral Agent (and any purchaserAgent, assignee or transferee on behalf of assets as provided in Section 4.3) its Related Claimholders (a) consent consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor Obligor to the ABL Credit Agreement Collateral Agent of a non-exclusive royalty-free license to use use, subject to any limitations and restrictions in any relevant ABL Collateral Document, for a period not to exceed 180 days (commencing with the initiation of any enforcement of Liens by any of the Term Loan Collateral Agents (provided, in each case, that the ABL Credit Agreement Collateral Agent has received notice thereof) or the ABL Credit Agreement Collateral Agent (provided it being understood that such 180-day period shall not commence as a result of an exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Collateral Agent and Credit Agreement (as in effect on the Notes Collateral Agent have received notice thereofdate hereof), the ABL Collateral Agent or the Notes Collateral Agent)) any Patent, Trademark or proprietary information of such Grantor Obligor that is subject to a Lien held by the any Term Collateral Agent or the Notes Loan Collateral Agent (or any Patent, Trademark or proprietary information acquired by such purchaser, assignee or transferee from any GrantorObligor, as the case may be) and (b) grantgrants, in its capacity as a secured party (or as a purchaser, assignee or transferee, as the case may be), to the ABL Credit Agreement 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 any Collateral Agent (provided it being understood that such 180-day period shall not commence as a result of an exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Collateral Agent and Credit Agreement (as in effect on the Notes Collateral Agent have received notice thereofdate hereof)) or the ABL Collateral Agent or (y) the purchase, assignment or transfer oftransfer, as the case may bebe (provided, in each case, that the ABL Credit Agreement Collateral Agent has received notice thereof)) any Patent, Trademark or proprietary information that is subject to a Lien held by the any Term Collateral Agent or Notes Loan 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 Credit Agreement Collateral Agent upon any Inventory or other ABL Priority Collateral of any Grantor Obligor 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 Credit Agreement Collateral Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory Inventory in any lawful manner. The 180 day license periods shall be tolled during the pendency of any Insolvency or Liquidation Proceeding of any Obligor pursuant to which the ABL Credit Agreement Collateral Agent is effectively stayed from enforcing its rights and remedies with respect to the ABL Priority Collateral.

Consent to License to Use Intellectual Property. The First Priority Representative with respect to the Term Loan Priority Collateral Agent and the Notes Collateral Agent (and any purchaser, assignee or transferee of assets as provided in Section 4.37.3) (a) consent consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the ABL Collateral Agent of a non-exclusive exclusive, royalty-free license (which will be binding on any successor or assignee of the intellectual property) 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 during the ABL Priority Collateral Agent Processing and the Notes Sale Period any Intellectual Property 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 Loan Priority Collateral Agent or the Notes Collateral Agent (or any Patent, Trademark or proprietary information Intellectual Property Collateral acquired by such purchaser, assignee or transferee from any Grantor, as the case may be) and (b) grantgrants, 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 (which will be binding on any successor or assignee of the intellectual property) 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 during the ABL Priority Collateral Agent Processing 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 beSale Period, any Patent, Trademark or proprietary information Intellectual Property Collateral that is subject to a Lien held by the Term Loan Priority 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 inventory or other ABL Priority Collateral of any Grantor and to the extent the use of such Patent, Trademark or proprietary information Intellectual Property Collateral is necessary or appropriate, in the good faith opinion of the ABL Collateral 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 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 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 thereof agrees to be bound by the provisions of this Section 7.1.

Consent to License to Use Intellectual Property. The Term Collateral Agent and the Notes Collateral Loan Security Agent (and any purchaser, assignee or transferee of assets as provided in Section 4.36.3) (a) consent consents (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 180 120 days (commencing with the initiation of any enforcement of Liens by any of the Term Collateral Loan Security Agent (provided that the ABL Collateral Agent and the Notes Collateral Agent have has received notice thereof), ) or by 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 Loan Security 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) grantgrants, 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 180 120 days (commencing with (x) the initiation of any enforcement of Liens by the Term Collateral Loan Security Agent (provided that the ABL Collateral Agent and the Notes Collateral Agent have has received notice thereof) or by the ABL Collateral Agent or (y) the purchase, assignment or transfer oftransfer, 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 Loan Security 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. The 120 day license periods shall be tolled during the pendency of any Insolvency or Liquidation Proceeding of any Grantor pursuant to which the ABL Agent is effectively stayed from enforcing its rights and remedies with respect to the ABL Priority Collateral.

Consent to License to Use Intellectual Property. The Term Noteholder Collateral Agent and the Notes Collateral Agent Trustee (and any purchaser, assignee or transferee of assets as provided in Section 4.32.8) (a) consent consents (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 either the Term Noteholder Collateral Agent Trustee (provided that the ABL Collateral Agent and the Notes Collateral Agent have has received notice thereof), ) or the ABL Collateral Agent or the Notes Collateral Agent) any Patentpatent, Trademark trademark or proprietary information of such Grantor that is subject to a Lien held by the Term Noteholder Collateral Agent or Trustee pursuant to the Notes Collateral Agent Priority Lien Documents (or any Patent, Trademark or proprietary information acquired by such purchaser, any purchaser assignee or transferee from any Grantor, as the case may be) and (b) grantsolely to the extent such entity has acquired ownership of any patent, trademark or proprietary information from Holdings or any Grantor in its capacity as a secured party (accordance with the Priority Lien Documents and has the rights to so license such patent, trademark or as a purchaserproprietary information, assignee or transferee, as the case may be), grant to the ABL Collateral Agent a non-exclusive royalty-free license to use for a period not to exceed 180 days (commencing with the earlier of (x) the initiation of any enforcement of Liens by either the Term Noteholder Collateral Agent Trustee (provided that the ABL Collateral Agent and the Notes Collateral Agent have has received notice thereof) or the ABL Collateral Agent or and (y) the purchase, assignment or transfer ofof such patent, trademark or proprietary information, as the case may be) any patent, any Patent, Trademark trademark or proprietary information that is subject to a Lien held by the Term Noteholder Collateral Agent or Notes Collateral Agent Trustee pursuant to the Priority Lien Documents (or subject to such purchase, assignment or transfer, as the case may be), in each case of the foregoing clauses (a) and (b), solely to the extent reasonably necessary in connection with the ABL Agent’s enforcement of any Lien held by the ABL Collateral Agent upon any Inventory inventory or other ABL Priority Facility Collateral of Holdings or any Grantor pursuant to the ABL Debt Documents and solely to the extent the use of such Patentpatent, Trademark trademark or proprietary information is reasonably necessary or appropriate, in the good faith opinion of for the ABL Collateral Agent, Agent to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory in any lawful manner.manner in accordance with its rights under the ABL Debt Documents and this Agreement. If the Noteholder Collateral Trustee shall take actual possession of any documentation of Holdings or any Grantor (whether such documentation is in the form of a writing or is stored in any data equipment or data record in the physical possession of the Noteholder Collateral Trustee), then upon request of the ABL Agent and reasonable advance notice, the Noteholder Collateral Trustee shall permit the ABL Agent or its representative to inspect and copy such documentation solely if and to the extent that, and the ABL Agent certifies to the Noteholder Collateral Trustee that:

Consent to License to Use Intellectual Property. The Term Collateral Agent and the Notes Collateral Loan Security Agent (and any purchaser, assignee or transferee of assets as provided in Section 4.3) (a) consent consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the ABL Collateral Facility Security 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 either the Term Collateral Loan Security Agent (provided that the ABL Collateral Facility Security Agent and the Notes Collateral Agent have has received notice thereof), ) or the ABL Collateral Agent or the Notes Collateral Facility Security 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 Loan Security 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) grantgrants, in its capacity as a secured party (or as a purchaser, assignee or transferee, as the case may be), to the ABL Collateral Facility Security 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 either the Term Collateral Loan Security Agent (provided that the ABL Collateral Agent and the Notes Collateral Agent have received notice thereof) or the ABL Collateral Facility Security Agent or (y) the purchase, assignment or transfer oftransfer, as the case may be, be (provided that in either such case the ABL Facility Security Agent has received notice thereof)) any Patent, Trademark or proprietary information that is subject to a Lien held by the Term Collateral Agent or Notes Collateral Loan Security 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 Facility Security Agent upon any Inventory or other ABL Priority Facility First Lien 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 Facility Security Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory Inventory in any lawful manner. The 180 day license periods shall be tolled during the pendency of any Insolvency or Liquidation Proceeding of any Grantor pursuant to which the ABL Facility Security Agent is effectively stayed from enforcing its rights and remedies with respect to the ABL Facility First Lien Collateral.

Consent to License to Use Intellectual Property. The Each of the Term Loan Collateral Agent Agents and the Notes each Junior Priority Collateral Agent (and any purchaser, assignee or transferee of assets as provided in Section 4.36.3) (a) consent consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the ABL Facility Collateral Agent of a non-exclusive royalty-free license to use, subject to any limitations and restrictions in any relevant Security Document for a period not to exceed 180 days (commencing with the earlier of the initiation of any enforcement of Liens by any of the Term Loan Collateral Agents (provided, in each case, that the ABL Facility Collateral Agent has received notice thereof) or the ABL Facility Collateral Agent) any Intellectual Property of such Grantor that is subject to a Lien held by a Term Loan Collateral Agent or any Junior Priority Collateral Agent, respectively (or any Intellectual Property 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 Facility Collateral Agent 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 any Term Loan Collateral Agents or any Junior Priority Collateral Agent (provided provided, that the ABL Facility Collateral Agent and the Notes Collateral Agent have has received notice thereof), the ABL Collateral Agent or the Notes Collateral Agent) any Patent, Trademark or proprietary information of such Grantor Intellectual Property that is subject to a Lien held by the any Term Loan 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 Junior Priority 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 Facility Collateral Agent upon any Inventory or other ABL Facility Priority Collateral of any Grantor and to the extent the use of such Patent, Trademark or proprietary information Intellectual Property is necessary or appropriate, in the good faith opinion of the ABL Facility Collateral Agent, to process, ship, collect, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory Inventory or other ABL Facility Priority Collateral in any lawful manner.; provided, however, that nothing contained in this Agreement shall restrict the rights of any Term Loan Collateral Agent from selling, assigning or otherwise transferring any Intellectual Property prior to the expiration of such 180-day period if the purchaser, assignee or transferee thereof agrees in writing (for the benefit of the ABL Facility Collateral Agent and the ABL Facility Secured Parties) to be bound by the provisions of this

Consent to License to Use Intellectual Property. The Each Term Loan Collateral Agent and the Notes Collateral Agent (and any purchaserAgent, assignee or transferee on behalf of assets as provided in Section 4.3) its Related Claimholders (a) consent consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor Obligor to the ABL Credit Agreement Collateral Agent of a non-exclusive royalty-free license to use use, subject to any limitations and restrictions in any relevant ABL Collateral Document, for a period not to exceed 180 days (commencing with the initiation of any enforcement of Liens by any of the Term Loan Collateral Agents (provided, in each case, that the ABL Credit Agreement Collateral Agent has received notice thereof) or the ABL Credit Agreement Collateral Agent (provided it being understood that such 180-day period shall not commence as a result of an exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Collateral Agent and Credit Agreement (as in effect on the Notes Collateral Agent have received notice thereofdate hereof), the ABL Collateral Agent or the Notes Collateral Agent)) any Patent, Trademark or proprietary information of such Grantor Obligor that is subject to a Lien held by the any Term Collateral Agent or the Notes Loan Collateral Agent (or any Patent, Trademark or proprietary information acquired by such purchaser, assignee or transferee from any GrantorObligor, as the case may be) and (b) grantgrants, in its capacity as a secured party (or as a purchaser, assignee or transferee, as the case may be), to the ABL Credit Agreement Collateral Agent a non-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 any Collateral Agent (provided it being understood that such 180-day period shall not commence as a result of an exercise of rights solely in connection with the occurrence and continuation of a Dominion Period, as such term is defined in the ABL Collateral Agent and Credit Agreement (as in effect on the Notes Collateral Agent have received notice thereofdate hereof)) or the ABL Collateral Agent or (y) the purchase, assignment or transfer oftransfer, as the case may bebe (provided, in each case, that the ABL Credit Agreement Collateral Agent has received notice thereof)) any Patent, Trademark or proprietary information that is subject to a Lien held by the any Term Collateral Agent or Notes Loan 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 Credit Agreement Collateral Agent upon any Inventory or other ABL Priority Collateral of any Grantor Obligor 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 Credit Agreement Collateral Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory Inventory in any lawful manner. The 180 day license periods shall be tolled during the pendency of any Insolvency or Liquidation Proceeding of any Obligor pursuant to which the ABL Credit Agreement Collateral Agent is effectively stayed from enforcing its rights and remedies with respect to the ABL Priority Collateral.

Consent to License to Use Intellectual Property. The Term Collateral Each of the First-Lien Security Agent and the Notes Collateral Second-Lien Security Agent (and any purchaser, assignee or transferee of assets as provided in Section 4.36.3) (a) consent consents (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 180 120 days (commencing with the initiation of any enforcement of Liens by any of either the Term Collateral First-Lien Security Agent or the Second-Lien Security Agent (provided provided, in each case, that the ABL Collateral Agent and the Notes Collateral Agent have has received notice thereof), ) or by 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 either the Term Collateral First-Lien Security Agent or the Notes Collateral Agent Second-Lien Security Agent, respectively, (or any Patent, Trademark or proprietary information acquired by such purchaser, assignee or transferee from any Grantor, as the case may be) and (b) grantgrants, 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 180 120 days (commencing with (x) the initiation of any enforcement of Liens by either the Term Collateral First-Lien Security Agent or the Second-Lien Security Agent (provided that the ABL Collateral Agent and the Notes Collateral Agent have has received notice thereof) or by the ABL Collateral Agent or (y) the purchase, assignment or transfer oftransfer, as the case may be, ) any Patent, Trademark or proprietary information that is subject to a Lien held by the Term Collateral First-Lien Security Agent or Notes Collateral Agent the Second-Lien Security Agent, respectively, (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. The 120 day license periods shall be tolled during the pendency of any Insolvency or Liquidation Proceeding of any Grantor pursuant to which the ABL Agent is effectively stayed from enforcing its rights and remedies with respect to the ABL Priority Collateral.

Consent to License to Use Intellectual Property. The Term Collateral Agent and the Notes Collateral Loan Security Agent (and any purchaser, assignee or transferee of assets as provided in Section 4.3) (a) consent consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the ABL Collateral Revolving Facility Security 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 either the Term Collateral Loan Security Agent (provided that the ABL Collateral Revolving Facility Security Agent and the Notes Collateral Agent have has received notice thereof), the ABL Collateral Agent ) or the Notes Collateral Revolving Facility Security 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 Loan Security 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) grantgrants, in its capacity as a secured party (or as a purchaser, assignee or transferee, as the case may be), to the ABL Collateral Revolving Facility Security 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 either the Term Collateral Loan Security Agent (provided that the ABL Collateral Agent and the Notes Collateral Agent have received notice thereof) or the ABL Collateral Revolving Facility Security Agent or (y) the purchase, assignment or transfer oftransfer, as the case may be, be (provided that in either such case the Revolving Facility Security Agent has received notice thereof)) any Patent, Trademark or proprietary information that is subject to a Lien held by the Term Collateral Agent or Notes Collateral Loan Security 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 Revolving Facility Security Agent upon any Inventory or other ABL Priority Revolving Facility First Lien 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 Revolving Facility Security Agent, to process, ship, produce, store, complete, supply, lease, sell or otherwise dispose of any such inventory Inventory in any lawful manner. The 180 day license periods shall be tolled during the pendency of any Insolvency or Liquidation Proceeding of any Grantor pursuant to which the Revolving Facility Security Agent is effectively stayed from enforcing its rights and remedies with respect to the Revolving Facility First Lien Collateral.