Common use of Grant of Intellectual Property License Clause in Contracts

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor), and 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 Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V upon the occurrence and during the continuance of an Event of Default Default, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Collateral Agent and the Notes Secured Parties, an irrevocable, irrevocable (during the Event of Default) nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however, (i) that such licenses to be granted hereunder with respect to any Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks; (ii) that such licenses held by Issuer, such granted with regard to trade secrets shall be subject to the requirement that the secret status trade secrets be maintained and reasonable steps are taken to ensure that they are maintained; and (iii) that the Collateral Agent License shall only be granted to the extent have no greater rights than those of any such assignment or grant is permitted Grantor under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible sublicense; and (b) as to the rights of Grantors themselves, and subject to the terms of the Intercreditor Agreement and the rights of any third party at law, in equity, or pursuant to any license agreement entered into by a Grantor, irrevocably agrees that that, at any time and from time to time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may sell or license any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons to Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security 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 Issuer any Grantor and any Inventory that is covered by any Copyright Intellectual Property interest owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor and sell such Inventory as provided herein. The use of the license granted pursuant to clause (a) of the preceding sentence by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuance of an Event of Default; provided, however, that any permitted license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby, effective as of the date hereof, (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the Lender Parties, for use upon the occurrence and during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured PartiesDefault, an irrevocable, nonexclusive worldwide license and sublicense (exercisable without payment of royalty or other compensation to Issuer (any Grantor or applicable grantor)third party) (“Collateral Agent License”), including in such license the right to use, licenselicense or sublicense any intellectual property rights and General Intangibles of similar nature now owned, sublicense or practice any Intellectual Property now owned licensed by or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided that however, the license granted under this Section 5.4 shall not be construed to limit such Grantor’s ability to take reasonable steps, in accordance with respect its then current business practices, to any licenses held by Issuerprotect and preserve the Collateral, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Administrative Agent may sell (and shall have all rights to) sell, offer of sale, commercialize, advertise and market any of such IssuerGrantor’s Inventory directly to any personperson through any channel or method of sale, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Security Agreement, may sell sell, offer for sale, commercialize, advertise and market Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor in conjunction therewith, and the Collateral Administrative Agent may (but shall have no obligation to) finish or complete manufacture of any work or goods in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein. The Administrative Agent, in the exercise of the rights granted herein, agrees to use reasonable efforts to maintain quality control over the use of the licensed Trademarks hereunder.

Grant of Intellectual Property License. For the exclusive purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofat any time upon the occurrence and during the continuance of an Event of Default, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral AgentAgent a non-exclusive, for irrevocable (until the ratable benefit termination of the other Secured Parties, an irrevocable, nonexclusive worldwide this Agreement) license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, licenselicense or sublicense any rights in, sublicense to or practice under any or all Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and wherever the same such Intellectual Property 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that the Collateral Agent may may, upon the occurrence and during the continuation of an Event of Default, sell any of such IssuerGrantor’s Inventory directly to any personPerson, including including, without limitation persons limitation, Persons who have previously purchased Issuersuch Grantor’s Inventory from Issuer any Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer any Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor and sell such Inventory as provided hereinherein (it being understood that the Trademarks and Copyrights licensed to any such Grantor shall be subject to, and as permitted by, the terms of licenses governing such licensed Trademarks and Copyrights); provided, however, that nothing in this Section 6.3 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document. With respect to Trademarks included in the foregoing license, such license shall be subject to the requirement that the quality of goods and services offered under the Trademarks by the Collateral Agent be substantially consistent with the quality of the goods and services offered thereunder by such Grantor prior to the Collateral Agent’s exercise of such license. Any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the applicable Grantor notwithstanding any subsequent cure of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, upon the Collateral Agent’s request, such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to the Collateral Agent of any material License held by such Grantor and to enforce the security interests granted hereunder.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies remedies, each Grantor (including in order to take possession ofthe extent and only to the extent permitted by the terms of any Copyright License, collectPatent License or Trademark License, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer if applicable) hereby (a) grants to the Collateral Agent, to the extent such Grantor has the right to do so, for the ratable benefit of the other Collateral Agent and the Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, licenselicense or sublicense, sublicense or practice on such terms and conditions as the Collateral Agent shall determine, any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that that, with effect upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may sell any of such IssuerGrantor’s or any other Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerany such Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein; provided that the applicable Grantor shall have such rights of quality control and inspection which are reasonably necessary to maintain the validity and enforceability of such Trademark. The use of the license granted pursuant to clause (a) of the preceding sentence to the Collateral Agent may be exercised 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 Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofunder this Agreement, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral AgentAgent a nonexclusive, for irrevocable (subject to the ratable benefit last sentence of the other Secured Parties, an irrevocable, nonexclusive worldwide this Section 4.03) license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any such Grantor) (“Collateral Agent License”)to use or, including in solely to the extent necessary to exercise such license the right to use, licenserights and remedies, sublicense or practice any Intellectual Property of the Collateral now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor that constitutes Intellectual Property and license rights included in the General Intangibles, and wherever the same may be located, and including in such license license, solely to the extent necessary to exercise such rights and remedies, reasonable access to all media in which any of the licensed items may be recorded or stored and to all Software and programs computer software used for the compilation or printout thereof; provided, provided however, that nothing in this Section 4.03 shall require any Grantor to grant any license if it does not have the right to do so or that is prohibited by any rule of law, statute or regulation or is prohibited by, or that would constitute a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document; provided, further, that such licenses to be granted hereunder with respect to any licenses held by Issuer, such Collateral Agent License Trademarks shall only be granted subject to the extent maintenance of quality standards with respect to the goods and services on which such assignment or grant is permitted under Trademarks are used sufficient to preserve the terms validity of such Trademarks. The use of such license and if such assignment or grant is not permitted under by the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and its rights thereunder may be exercised, at the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement option of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears only during the continuation of an Event of Default; provided that any Trademark owned permitted license, sublicense or other transaction entered into by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but in accordance herewith shall have no obligation to) finish be binding upon the Grantors notwithstanding any work subsequent cure of an Event of Default, provided that it was entered into in process accordance with the terms of this Agreement. For the avoidance of doubt, at the time of the release of the Lien as set forth in Section 6.13, the license granted to the Collateral Agent pursuant to this Section 4.03 shall automatically and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinimmediately terminate.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofunder this Agreement, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral AgentAgent a nonexclusive, for irrevocable (subject to the ratable benefit last sentence of the other Secured Parties, an irrevocable, nonexclusive worldwide this Section 4.03) license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any such Grantor) (“Collateral Agent License”)to use or, including in solely to the extent necessary to exercise such license the right to use, licenserights and remedies, sublicense or practice any Intellectual Property of the Collateral now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor that constitutes Intellectual Property and license rights included in the General Intangibles, and wherever the same may be located, and including in such license license, solely to the extent necessary to exercise such rights and remedies, reasonable access to all media in which any of the licensed items may be recorded or stored and to all Software and programs computer software used for the compilation or printout thereof; provided, provided however, that nothing in this Section 4.03 shall require any Grantor to grant any license if it does not have the right to do so or that is prohibited by any rule of law, statute or regulation or is prohibited by, or that would constitute a breach or default under or result in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document; provided, further, that such licenses to be granted hereunder with respect to any licenses held by Issuer, such Collateral Agent License Trademarks shall only be granted subject to the extent maintenance of quality standards with respect to the goods and services on which such assignment or grant is permitted under Trademarks are used sufficient to preserve the terms validity of such Trademarks. The use of such license and if such assignment or grant is not permitted under by the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and its rights thereunder may be exercised, at the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement option of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears only during the continuation of an Event of Default; provided that any Trademark owned permitted license, sublicense or other transaction entered into by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but in accordance herewith shall have no obligation to) finish be binding upon the Grantors until the termination of this Agreement notwithstanding any work subsequent cure of an Event of Default, provided that it was entered into in process accordance with the terms of this Agreement. For the avoidance of doubt, at the time of the release of the Lien as set forth in Section 6.13, the license granted to the Collateral Agent pursuant to this Section 4.03 shall automatically and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinimmediately terminate.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default 10 at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Borrower and Guarantor hereby (a) grants to the Collateral Agent, for the ratable benefit of Agent and the Lenders, to the extent licensable and to the extent that the same would not conflict with or, under applicable law and the terms of such agreement, result in the invalidity or breach of any agreements (other Secured Partiesthan any agreement between any Borrower or any Guarantor) or otherwise result in the revocation, cancellation, abandonment, infringement, unenforceability, misappropriation or dilution or impair the validity or enforceability, of any rights in any Intellectual Property forming the subject thereof (including rights to Intellectual Property which is the subject of Promotional Agreements), an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (any Borrower or applicable grantor)Guarantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property rights now owned or hereafter acquired by Issuer (such Borrower or any applicable grantor)Guarantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such IssuerBorrower’s or Guarantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Borrower’s or Guarantor’s Inventory from Issuer such Borrower or Guarantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark trademark owned by or licensed to Issuer such Borrower or Guarantor and any Inventory that is covered by any Copyright copyright owned by or licensed to Issuer such Borrower or Guarantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark trademark owned by or licensed to Issuer (such Borrower or any applicable grantor) Guarantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V upon the occurrence and during the continuance of an Event of Default Default, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Agent and the Secured Parties, an irrevocable, irrevocable nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however that such licenses to be granted hereunder with respect to any licenses held by Issuer, such Collateral Agent License Trademarks shall only be granted subject to the extent maintenance of quality standards with respect to the goods and services on which such assignment or grant is permitted under Trademarks are used sufficient to preserve the terms validity of such license Trademarks; and if provided further that the Agent shall have no greater rights than those of any such assignment or grant is not permitted Grantor under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible sublicense; and (b) irrevocably agrees that that, at any time and from time to time following the Collateral occurrence and during the continuance of an Event of Default, the Agent may sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security 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 Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) 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 permitted 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.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V upon the occurrence and during the continuance of an Event of Default Default, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Agent and the Secured Parties, an irrevocable, irrevocable nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however that such licenses to be granted hereunder with respect to any licenses held by Issuer, such Collateral Agent License Trademarks shall only be granted subject to the extent maintenance of quality standards with respect to the goods and services on which such assignment or grant is permitted under Trademarks are used sufficient to preserve the terms validity of such license Trademarks; and if provided further that the Agent shall have no greater rights than those of any such assignment or grant is not permitted Grantor under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible sublicense; and (b) irrevocably agrees that that, at any time and from time to time following the Collateral occurrence and during the continuance of an Event of Default, the Agent may sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security 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 Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) 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 and shall be subject to the ABL Intercreditor Agreement; provided, however, that any permitted 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.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Agreement at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Administrative Agent, for the ratable benefit of the other Administrative Agent and the Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, licenselicense or sublicense, sublicense or practice on such terms and conditions as the Administrative Agent shall reasonably determine, any Intellectual Property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect the right to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license prosecute and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent maintain all Intellectual Property and the other Secured Parties right to receive xxx for past infringement of the benefits of such Collateral Agent License to the maximum extent possible Intellectual Property and (b) irrevocably agrees that that, at any time and from time to time following the Collateral occurrence and during the continuance of an Event of Default, the Administrative Agent may sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative 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 Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein. The use of the license granted pursuant to clause (a) of the preceding sentence to the Administrative Agent may be exercised only upon the occurrence and, at the option of the Administrative Agent, during the continuance of an Event of Default; provided, however, that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Agent and the Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license or, to the extent permitted under the relevant license, sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that that, at any time and from time to time following the Collateral occurrence and during the continuance of an Event of Default, the Agent may sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral 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 Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) 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.

Grant of Intellectual Property License. For the purpose of enabling the Term Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V upon the occurrence and during the continuance of an Event of Default Default, at such time as the Term Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer hereby each Grantor hereby: (a) grants to the Term Collateral Agent, for the ratable benefit of the other Term Collateral Agent and the Term Secured Parties, an irrevocable, irrevocable nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however that such licenses to be granted hereunder with respect to any licenses held by Issuer, Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks; and provided further that the Term Collateral Agent License shall only be granted to the extent have no greater rights than those of any such assignment or grant is permitted Grantor under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible sublicense; and (b) irrevocably agrees that that, at any time and from time to time following the occurrence and during the continuance of an Event of Default, the Term Collateral Agent may (if such Inventory is or is intended to comprise part of the Collateral) sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Term Collateral Agent’s rights under this Security Agreement, may (subject to any restrictions contained in applicable third party licenses entered into by a Grantor) sell any such Inventory which bears any Trademark owned by or licensed to Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Term Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor and sell such Inventory as provided herein. The use of the license granted pursuant to clause (a) of the preceding sentence by the Term Collateral Agent may be exercised, at the option of the Term Collateral Agent, only upon the occurrence and during the continuance of an Event of Default; provided, however, that any permitted license, sublicense or other transaction entered into by the Term Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Notes Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V upon the occurrence and during the continuance of an Event of Default Default, at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Notes Collateral Agent, for the ratable benefit of the other Notes Collateral Agent and the Secured Parties, an irrevocablesubject to pre-existing rights and licenses, nonexclusive worldwide license (a nonexclusive, exercisable without payment of royalty or other compensation to Issuer such Grantor, irrevocable (until termination of this Security Agreement) license to use or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor and included in the Collateral, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however, (i) that any such licenses and sublicenses granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks; (ii) that any such licenses held by Issuer, such and sublicenses granted hereunder with regard to trade secrets shall be subject to the requirement that the secret status of trade secrets be maintained and reasonable steps are taken to ensure that they are maintained; (iii) that the Notes Collateral Agent License shall only be have no greater rights than those of any such Grantor under any such license or sublicense granted hereunder; and (iv) that to the extent the grant of such assignment license or grant is permitted under sublicense would violate the terms of any Intellectual Property License to which any Grantor is a party or otherwise bound, no such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate sublicense shall be deemed granted with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License respect to the maximum extent possible and (b) irrevocably agrees Collateral consisting of Intellectual Property that would violate such agreement. The use of the license granted pursuant to this Section 5.3 by the Notes Collateral Agent may sell be exercised, at the option of the Notes Collateral Agent, only upon the occurrence and during the continuance of an Event of Default; provided, however, that any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale permitted license or other enforcement of transaction entered into by the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Notes Collateral Agent may (but in accordance herewith shall have no obligation to) finish be binding upon each Grantor notwithstanding any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinsubsequent cure of an Event of Default.

Grant of Intellectual Property License. (a) For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and Administrative Agent, during the continuance of an Event of Default Default, to exercise rights and remedies under Article IX hereof at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collectand for no other purpose, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Pledgor hereby (a) grants to the Collateral Administrative Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide non-exclusive, worldwide, royalty-free (and free of any other obligation or payment) license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, licenseassign, license or sublicense or practice any of the Intellectual Property Collateral now owned owned, licensed or hereafter acquired by Issuer (or any applicable grantor)such Pledgor, and wherever the same may be located, subject in the case of Trademarks to reasonably sufficient rights to quality control and including inspection in favor of such Pledgor to avoid the risk of invalidation of its Trademarks. Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all Software and computer programs used for the compilation or printout thereof, provided that with . With respect to any licenses held by IssuerInventory, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) each Pledgor irrevocably agrees that the Collateral Administrative Agent may sell any of such IssuerPledgor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Pledgor’s Inventory from Issuer such Pledgor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Pledgor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Pledgor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Pledgor and sell such Inventory as provided herein. (b) Such Pledgor will use its best efforts to secure all material consents and approvals necessary or appropriate for the assignment to or benefit of the Administrative Agent of any Intellectual Property License held by such Pledgor and to enforce the security interests granted hereunder.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Administrative Agent, for the ratable benefit of the other Administrative Agent and the Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable only during the continuance of an Event of Default and without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that thereof and all personnel of such Grantor (and shall receive such Grantor’s full cooperation with respect to any licenses held by Issuersuch personnel), such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that that, at any time and from time to time during the Collateral continuance of an Event of Default, the Administrative Agent may market and sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Security Agreement, may (subject to any restrictions contained in applicable third party licences entered into by any Grantor) market and sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein. The use of the license granted pursuant to clause (a) of the preceding sentence by the Administrative Agent may be exercised, at the option of the Administrative 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 Administrative Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V upon the occurrence and during the continuance of an Event of Default Default, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Collateral Agent and the Secured Parties, an irrevocable, irrevocable (during the Event of Default) nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however, (i) that such licenses to be granted hereunder with respect to any Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks; (ii) that such licenses held by Issuer, such granted with regard to trade secrets shall be subject to the requirement that the secret status trade secrets be maintained and reasonable steps are taken to ensure that they are maintained; and (iii) that the Collateral Agent License shall only be granted to the extent have no greater rights than those of any such assignment or grant is permitted Grantor under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible sublicense; and (b) as to the rights of Grantors themselves, and subject to the rights of any third party at law, in equity, or pursuant to any license agreement entered into by a Grantor, irrevocably agrees that that, at any time and from time to time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may sell or license any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security 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 Issuer any Grantor and any Inventory that is covered by any Copyright Intellectual Property interest owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor and sell such Inventory as provided herein. The use of the license granted pursuant to clause (a) of the preceding sentence by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuance of an Event of Default; provided, however, that any permitted license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or such Grantor, together with any applicable grantor)goodwill associated therewith, and in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Collateral Agent to avoid the risk of invalidation of such Trademarks, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such IssuerGrantor’s or any other Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s any such Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein. These rights and license shall inure to the benefit of all successors, assigns and transferees of the Collateral Agent and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such rights and license are granted royalty free, without requirement that any monetary payment whatsoever be made to the Grantors.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default 10 at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Borrower and Guarantor hereby (a) grants to the Collateral Agent, for the ratable benefit of Agent and the Lenders, to the extent licensable and to the extent that the same would not conflict with or, under applicable law and the terms of such agreement, result in the invalidity or breach of any agreements (other Secured Partiesthan any agreement between any Borrower or any Guarantor) or otherwise result in the revocation, cancellation, abandonment, infringement, unenforceability, misappropriation or dilution or impair the validity or enforceability, of any rights in any Intellectual Property forming the subject thereof (including rights to Intellectual Property which is the subject of Promotional Agreements), an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (any Borrower or applicable grantor)Guarantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property rights now owned or hereafter acquired by Issuer (such Borrower or any applicable grantor)Guarantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that that, subject to the Collateral Intercreditor Agreement, Agent may sell any of such IssuerBorrower’s or Guarantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Borrower’s or Guarantor’s Inventory from Issuer such Borrower or Guarantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark trademark owned by or licensed to Issuer such Borrower or Guarantor and any Inventory that is covered by any Copyright copyright owned by or licensed to Issuer such Borrower or Guarantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark trademark owned by or licensed to Issuer (such Borrower or any applicable grantor) Guarantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default 16 at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Collateral Agent and the Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”)to, including in such license upon the right to occurrence and during the continuation of an Actionable Default, use, license, license or sublicense or practice any Intellectual Property rights now owned or hereafter acquired or created by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that the Collateral Agent may may, upon the occurrence and during the continuation of an Actionable Default, sell any of such IssuerGrantor’s Inventory directly to any personPerson, including including, without limitation persons limitation, Persons who have previously purchased Issuersuch Grantor’s Inventory from Issuer any Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer any Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Bridge Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Agreement effective at such time as the Bridge Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofunder this Agreement, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Bridge Collateral Agent, for effective only after and during the ratable benefit continuance of an Event of Default, a non-exclusive, irrevocable (subject to the other Secured Parties, an irrevocable, nonexclusive worldwide last sentence of this Section 4.03) license (exercisable without payment of royalty or other compensation to Issuer (any such Grantor) to, solely to the extent necessary to exercise such rights and remedies, use or applicable grantor)) (“sublicense any of the Bridge Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor that constitutes Intellectual Property and license rights included in the General Intangibles, and wherever the same may be located, and including in such license license, solely to the extent necessary to exercise such rights and remedies, reasonable access to all media in which any of the licensed items may be recorded or stored and to all Software and programs computer software used for the compilation or printout thereof; provided, however, that nothing in this Section 4.03 shall require any Grantor to grant any license if it does not have the right to do so or that is prohibited by any rule of law, statute or regulation or is prohibited by, or that would constitute a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Bridge Collateral Agent and its rights thereunder may be exercised, at the option of the Bridge Collateral Agent, only during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Bridge Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default, provided that it was entered into in accordance with respect to any licenses held by Issuerthe terms of this Agreement. For the avoidance of doubt, such Collateral Agent License shall only be at the time of the release of the Lien as set forth in Section 5.13, the license granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Bridge Collateral Agent pursuant to this Section 4.03 shall automatically and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinimmediately terminate.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Agreement effective at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofunder this Agreement, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for effective only after and during the ratable benefit continuance of an Event of Default, a non-exclusive, irrevocable (subject to the other Secured Parties, an irrevocable, nonexclusive worldwide last sentence of this Section 4.03) license (exercisable without payment of royalty or other compensation to Issuer (any such Grantor) to, solely to the extent necessary to exercise such rights and remedies, use or applicable grantor)) (“sublicense any of the Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor that constitutes Intellectual Property and license rights included in the General Intangibles, and wherever the same may be located, and including in such license license, solely to the extent necessary to exercise such rights and remedies including in preparing for sale, advertising for sale, and selling any Collateral, reasonable access to all media in which any of the licensed items may be recorded or stored and to all Software and programs computer software used for the compilation or printout thereof; provided, provided however, that nothing in this Section 4.03 shall require any Grantor to grant any license if it does not have the right to do so or that is prohibited by any rule of law, statute or regulation or is prohibited by, or that would constitute a breach or default under or result in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document; provided, further, that such licenses to be granted hereunder with respect to any licenses held by Issuer, such Collateral Agent License Trademarks shall only be granted subject to the extent maintenance of quality standards with respect to the goods and services on which such assignment or grant is permitted under Trademarks are used sufficient to preserve the terms validity of such Trademarks, and Grantor shall have the right to exercise reasonable quality standards in connection therewith. The use of such license and if such assignment or grant is not permitted under by the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and its rights thereunder may be exercised, at the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement option of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears only during the continuation of an Event of Default; provided that any Trademark owned permitted license, sublicense or other transaction entered into by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but in accordance herewith shall have no obligation to) finish be binding upon the Grantors notwithstanding any work subsequent cure of an Event of Default, provided that it was entered into in process accordance with the terms of this Agreement. For the avoidance of doubt, at the time of the release of the Lien on any Intellectual Property constituting Collateral as set forth in Section 6.13, the license granted to the Collateral Agent in such Intellectual Property pursuant to this Section 4.03 shall automatically and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinimmediately terminate.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Agent and the Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that that, at any time and from time to time following the Collateral occurrence and during the continuance of an Event of Default, the Agent may sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral 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 Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) 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.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Collateral Agent and the Secured Parties, to the extent of such Grantor’s rights and to the extent permitted by applicable Licenses, an irrevocableirrevocable (until this Security Agreement is terminated), nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) to the extent of such Grantor’s rights and to the extent permitted by applicable Licenses, irrevocably agrees that that, at any time and from time to time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security 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 Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor, and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor and sell such Inventory as provided herein. The use of the license granted pursuant to clause (a) of the preceding sentence by the Collateral Agent may be exercised, at the option of the Collateral 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 Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default 6 at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order subject to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateralthe Intercreditor Agreement), Issuer hereby during the continuance of an Event of Default, each Grantor hereby, to the extent permitted by applicable law and not otherwise prohibited by any license, sublicense or agreement to which such Grantor is a party, (a) grants to the Collateral Administrative Agent, for the ratable benefit of the other Secured PartiesAdministrative Agent and the Lenders, an irrevocable, a nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, license or, to the extent permitted by the relevant license, sublicense or practice any Intellectual Property rights now owned or licensed or hereafter acquired or licensed by Issuer (or any applicable grantor)such Grantor, and wherever the same may be located, and including in such license access to all media owned by such Grantor in which any of the licensed items such owned Intellectual Property rights may be recorded or stored and to all Software computer software and programs owned or, to the extent permitted by the relevant license agreement, licensed by such Grantor and used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or or, to the extent permitted by the terms of the relevant license, licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or or, to the extent permitted by the terms of the relevant license, licensed to Issuer such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or or, to the extent permitted by the terms of the relevant license, licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided hereinherein and in any such license.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default 10 at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Borrower and Guarantor hereby (a) grants to the Collateral Agent, for the ratable benefit of Agent and the Lenders, to the extent licensable and to the extent that the same would not conflict with or, under applicable law and the terms of such agreement, result in the invalidity or breach of any agreements (other Secured Partiesthan any agreement between any Borrower or any Guarantor) or otherwise result in the revocation, cancellation, abandonment, infringement, unenforceability, misappropriation or dilution or impair the validity or enforceability, of any rights in any Intellectual Property forming the subject thereof (including rights to Intellectual Property which is the subject of Promotional Agreements), an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (any Borrower or applicable grantor)Guarantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property rights now owned or hereafter acquired by Issuer (such Borrower or any applicable grantor)Guarantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such IssuerBorrower’s or Guarantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Borrower’s or Guarantor’s Inventory from Issuer such Borrower or Guarantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark trademark owned by or licensed to Issuer such Borrower or Guarantor and any Inventory that is covered by any Copyright copyright owned by or licensed to Issuer such Borrower or Guarantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark trademark owned by or licensed to Issuer (such Borrower or any applicable grantor) Guarantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For Solely for the purpose of enabling enabling, and solely to the Collateral extent necessary to enable, the Administrative Agent (at the direction of the Required Purchasers) to exercise the rights and remedies to prepare for sale, market and sell Inventory under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Administrative Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and and, in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor, and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process using any Patent (or other Intellectual Property) owned by or licensed to such Grantor and affix any appropriate Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of such Event of Default. All actions taken by the Administrative Agent pursuant to this Article V, as well as the Administrative Agent’s use of any trade secrets or other Intellectual Property pursuant to this Agreement, shall be subject to the confidentiality restrictions set forth in Section 9.12 of the Credit Agreement.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the its rights and remedies under this Section 9 after upon the occurrence and during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofDefault, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent an irrevocable (until payment in full of such Grantor’s Obligations), nonexclusive, royalty-free, worldwide license subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to its right to use or sublicense any Intellectual Property included in the Collateral. The use of the license granted to the Collateral Agent may be exercised, at the option of the Collateral Agent, for the ratable benefit only after an Event of the other Secured PartiesDefault has occurred and is continuing; provided that, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, any license, sublicense or practice other transaction entered into by the Collateral Agent in accordance with the foregoing clause shall be binding upon each Grantor notwithstanding any subsequent cure of the relevant Event of Default; provided, further, that any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the affected Intellectual Property, including, without limitation, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to any such Intellectual Property now owned or hereafter acquired by Issuer above and beyond (or a) the rights to such Intellectual Property that any applicable grantor), and 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 Software and programs used Grantor has reserved for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible itself and (b) irrevocably agrees in the case of Intellectual Property that is licensed to any Grantor by a third party, the Collateral Agent may sell extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). In the event the license set forth in this Section 7.5 is exercised with regard to any Trademarks, then the following shall apply: (a) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the applicable Grantor; (b) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by the applicable Grantor immediately prior to the exercise of the license rights set forth herein; and (c) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the applicable Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such Issuer’s Inventory directly to any personlicensed Trademarks, including including, without limitation persons who have previously purchased Issuer’s Inventory from Issuer limitation, the actions and conduct described in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinSection 5.10 above.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V upon the occurrence and during the continuance of an Event of Default Default, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the Collateral Agent and the other Secured Parties, an irrevocable, a nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however, (i) that such licenses to be granted hereunder with respect to any Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks; (ii) that such licenses held by Issuer, such granted with regard to trade secrets shall be subject to the requirement that the secret status of trade secrets be maintained and reasonable steps are taken to ensure that they are maintained; and (iii) that the Collateral Agent License shall only be granted to the extent have no greater rights than those of any such assignment or grant is permitted Grantor under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible sublicense; and (b) as to the rights of Grantor’s themselves, and subject to the rights of any third party at law, in equity, or pursuant to any license agreement entered into by a Grantor, irrevocably agrees that that, at any time and from time to time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral 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 Issuer any Grantor and any Inventory that is covered by any Copyright intellectual property interest owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor and sell such Inventory as provided herein. The use of the license granted pursuant to clause (a) of the preceding sentence by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuance of an Event of Default; provided, however, that any permitted license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Agent and the Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that that, at any time and from time to time following the Collateral occurrence and during the continuance of an Event of Default, the Agent may sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security 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 Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) 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.

Grant of Intellectual Property License. For the exclusive purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofat any time upon the occurrence and during the continuance of an Event of Default, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor that is a Foreign Obligor hereby (a) grants to the Collateral AgentAgent a non-exclusive, for irrevocable (until the ratable benefit termination of the other Secured Parties, an irrevocable, nonexclusive worldwide this Agreement) license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Obligor) (“Collateral Agent License”), including in such license the right to use, licenselicense or sublicense any rights in, sublicense to or practice under any or all Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and wherever the same such Intellectual Property 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that the Collateral Agent may may, upon the occurrence and during the continuation of an Event of Default, sell any of such IssuerGrantor’s Inventory directly to any personPerson, including including, without limitation persons limitation, Persons who have previously purchased Issuersuch Grantor’s Inventory from Issuer any Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer any Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor and sell such Inventory as provided hereinherein (it being understood that the Trademarks and Copyrights licensed to any such Grantor shall be subject to, and as permitted by, the terms of licenses governing such licensed Trademarks and Copyrights); provided, however, that nothing in this Section 6.3 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document. With respect to Trademarks included in the foregoing license, such license shall be subject to the requirement that the quality of goods and services offered under the Trademarks by the Agent be substantially consistent with the quality of the goods and services offered thereunder by such Grantor prior to the Agent’s exercise of such license. Any license, sublicense or other transaction entered into by the Agent in accordance herewith shall be binding upon the applicable Grantor notwithstanding any subsequent cure of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, upon the Agent’s request, such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to the Agent of any material License held by such Grantor and to enforce the security interests granted hereunder.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Agreement at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Administrative Agent, for the ratable benefit of the other Administrative Agent and the Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, licenselicense or sublicense, sublicense or practice on such terms and conditions as the Administrative Agent shall reasonably determine, any Intellectual Property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect the right to any licenses held by Issuer, such Collateral Agent License shall only be granted prosecute and maintain all Intellectual Property and the right to the extent such assignment or grant is permitted under the terms xxx for infringement of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible Intellectual Property and (b) irrevocably agrees that that, at any time and from time to time following the Collateral occurrence and during the continuance of an Event of Default, the Administrative Agent may sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative 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 Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein. The use of the license granted pursuant to clause (a) of the preceding sentence to the Administrative Agent may be exercised only upon the occurrence and, at the option of the Administrative Agent, during the continuance of an Event of Default, only as long as such Event of Default is continuing, and such license covering Trademarks owned by such Grantor shall be subject to levels of quality control at least as those prior to such Event of Default.

Grant of Intellectual Property License. For Solely for the purpose of enabling the Notes Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and Agent, during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled Default, to exercise such rights and remedies (including in order to take possession ofunder Article IX hereof, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Pledgor hereby (a) grants to the Notes Collateral Agent, for to the ratable benefit extent such Pledgor is permitted to grant such license and effective only during the continuance of the other Secured Partiesan Event of Default, an irrevocable, nonexclusive non-exclusive, royalty-free (and free of any other obligation of payment) license worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any the Intellectual Property Collateral now owned or hereafter acquired by Issuer (or any applicable grantor)such Pledgor, and wherever the same may be located, but subject, in the case of Trademarks, to sufficient rights to quality control and including inspection in favor of such Pledgor to avoid the risk of invalidation of such Trademarks. To the extent permitted under applicable law, other than as may be prohibited by such Pledgor’s then-existing contractual obligations, such license shall include access to all media in which any of the licensed items may be recorded or stored and to all Software and computer programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms . The use of such license and if such assignment or grant is not permitted under by the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Notes Collateral Agent may (but shall have no obligation not be obligated to) finish be exercised at the option of the Notes Collateral Agent only upon the occurrence and during the continuance of an Event of Default. Any license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance with the foregoing will be binding upon the applicable Pledgor and survive any work cure of such Event of Default. In connection with the rights and remedies of the Notes Collateral Agent pursuant to and in process accordance with Article IX hereof, each Pledgor hereby irrevocably (during the term of this Agreement) appoints and affix designates the Notes Collateral Agent as its designee and agent, and authorizes the Notes Collateral Agent to act as its designee and agent, solely upon and during the continuance of an Event of Default, for purposes of selling any Trademark owned Inventory, Equipment or other Goods of such Pledgor under the terms of any Intellectual Property License, whether pursuant to any sell-off rights provided for therein or otherwise and for purposes of taking any other action that such Pledgor may be entitled to take for the realization on any assets of such Pledgor under any Intellectual Property License. The foregoing, and any action by the Notes Collateral Agent as such designee and agent, shall not be construed to constitute the assumption by the Notes Collateral Agent of any duties, obligations or licensed liabilities of any Pledgor under any such Intellectual Property License or to Issuer (cause the Notes Collateral Agent to have any such duties, obligations or any applicable grantor) and sell such Inventory as provided hereinliabilities.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and Agent, during the continuance of an Event of Default Default, to exercise rights and remedies under Article VI hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collectand for no other purpose, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Pledgor hereby (a) grants to the Collateral Agent, for to the ratable benefit of the other Secured Partiesextent assignable, an irrevocable, nonexclusive worldwide non-exclusive license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, licenseassign, license or sublicense or practice any of the Intellectual Property Collateral now owned or hereafter acquired by Issuer (or any applicable grantor)such Pledgor, and wherever the same may be located, and including in such . Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all Software and computer programs used for the compilation or printout thereofhereof; provided, provided however, that nothing in this Section 4.1 shall require Pledgors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the ABL Credit Agreement, with respect to any licenses held by Issuersuch property (in each case after giving effect to anti-assignment provisions of the UCC and other applicable law); provided, such further, that nothing in the foregoing license grant shall be construed as granting the Collateral Agent License shall only be granted rights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Pledgor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Pledgor by a third party, the extent to which such Pledgor has the right to grant a sublicense to such Intellectual Property Collateral hereunder (in each case after giving effect to anti-assignment or grant is permitted under provisions of the terms UCC and other applicable law)). For the avoidance of doubt, the use of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that by the Collateral Agent may sell any of such Issuer’s Inventory directly to any personbe exercised, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement at the option of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer only during the continuation of an Event of Default; provided that such license is a present grant. Upon the occurrence and any Inventory that is covered by any Copyright owned by or licensed to Issuer and during the continuance of an Event of Default, the Collateral Agent may (but shall have no obligation to) finish any work also exercise the rights afforded under Section 7 of this Agreement with respect to Intellectual Property Collateral contained in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinthe Article 9 Collateral.

Grant of Intellectual Property License. For the purpose of enabling the Notes Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V upon the occurrence and during the continuance of an Event of Default and after prior written notice to the Company, at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Notes Collateral Agent, for the ratable benefit of the Notes Collateral Agent and the other Notes Secured Parties, an irrevocable, irrevocable nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however that such licenses to be granted hereunder with respect to any licenses held by IssuerTrademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks; and provided, such further, that the Notes Collateral Agent License shall only be granted to the extent have no greater rights than those of any such assignment or grant is permitted Grantor under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible sublicense; and (b) irrevocably agrees that that, at any time and from time to time following the occurrence and during the continuance of an Event of Default and after prior written notice to the Company, the Notes Collateral Agent may sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Notes Collateral Agent’s rights under this U.S. Security 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 Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Notes Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor and sell such Inventory as provided herein. The use of the license granted pursuant to clause (a) of the preceding sentence by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only upon the occurrence and during the continuance of an Event of Default and after prior written notice to the Company and shall be subject to the Intercreditor Agreement; provided, however, that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V upon the occurrence and during the continuance of an Event of Default Default, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Collateral Agent and the Secured Parties, an irrevocable, a nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer such Grantor, irrevocable (until termination of this Security Agreement) license to use or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property and Intellectual Property License now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor and included in the Collateral, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however, (i) that any such licenses granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks; (ii) that any such licenses held by Issuer, such granted hereunder with regard to trade secrets shall be subject to the requirement that the secret status of trade secrets be maintained and reasonable steps are taken to ensure that they are maintained; and (iii) that the Collateral Agent License shall only be granted to the extent have no greater rights than those of any such assignment or grant is permitted Grantor under the terms of any such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible granted hereunder; and (b) irrevocably as to the rights of the Grantors themselves, and subject to the rights of any third party at Law, in equity, or pursuant to any license agreement entered into by a Grantor, each Grantor agrees that that, at any time and from time to time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may sell any of or license such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may (subject to any restrictions contained in applicable third party licenses entered into by a Grantor) sell Inventory which bears any Trademark included in the Collateral owned by or licensed to Issuer any Grantor and any Inventory that is covered by any Copyright intellectual property interest owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any such relevant Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor thereto and sell such Inventory as provided herein; provided, however, that all goodwill arising from any such use of any such Trademark shall inure to the benefit of the Grantor. The use of the license granted pursuant to clause (a) of the preceding sentence by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuance of an Event of Default; provided, however, that any permitted license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction In addition to and not in limitation of the Required Purchaserspowers granted in clause (n) above, each Grantor hereby authorizes the Agent to make, constitute and appoint any officer or agent of the Agent as the Agent may select, in its sole discretion, as such Grantor’s true and lawful attorney-in-fact, with power to (i) endorse such Grantor’s name on all applications, documents, papers and instruments necessary or desirable for the Agent in the use of the Intellectual Property or (ii) take any other actions with respect to the Intellectual Property as the Agent deems to be in the best interest of the Agent, or (iii) grant or issue any exclusive or non-exclusive irrevocable or revocable, royalty-bearing or royalty-free license under the Intellectual Property to anyone, including the Agent itself, including but not limited to a license or other right to use such Grantor’s labels, General Intangibles, Intellectual Property, Equipment, real estate, advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Inventory or other Collateral, and such Grantor’s rights under all contracts, licenses, approvals, permits, leases and franchise agreements, to the extent assignable, shall inure to the Agent’s benefit, or (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Intellectual Property to anyone. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable until the Secured Obligations shall have been paid in full and the Credit Agreement and this Agreement have been terminated. Grantor hereby further acknowledges and agrees that the use by the Agent of the Intellectual Property shall be worldwide, except as limited by their terms, and without any liability for royalties or related charges from the Agent to such Grantor. The Agent agrees that notwithstanding anything to the contrary in this clause (o), it shall not exercise the rights and remedies any power or authority granted under this Section 9 after the occurrence and during the continuance of clause (o) unless an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights has occurred and remedies (including in order to take possession ofis continuing. NONE OF THE AGENT, collectTHE LENDERS, receiveTHE OTHER SECURED PARTIES OR THEIR RESPECTIVE AFFILIATES, assembleOFFICERS, processDIRECTORS, appropriateEMPLOYEES, removeAGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO THE GRANTORS FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, realize uponEXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, sellNOR FOR ANY PUNITIVE, assignEXEMPLARY, convey, transfer or grant options to purchase any Collateral), Issuer hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor), and 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 Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinINDIRECT OR CONSEQUENTIAL DAMAGES.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Administrative Agent, upon the occurrence and during the continuance of an Event of Default Default, to exercise rights and remedies under Article IX hereof at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collectand for no other purpose, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Pledgor hereby (a) grants to the Collateral AgentAdministrative Agent (effective solely upon and during the continuance of an Event of Default and, for subject to the ratable benefit terms and conditions of any applicable Intellectual Property License) to the other Secured Partiesextent assignable, an irrevocableirrevocable (with respect to any Intellectual Property License, nonexclusive worldwide solely during the period when such license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”is effective), including in such non- exclusive license the right worldwide to use, license, license or sublicense or practice any of the Intellectual Property Collateral now owned or hereafter acquired by Issuer (or any applicable grantor)such Pledgor, and wherever the same may be located, and including in such . Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all Software and computer programs used for the compilation or printout thereofhereof. In connection with the rights and remedies of the Administrative Agent pursuant to and in accordance with Article IX hereof, provided that with respect each Pledgor hereby irrevocably appoints and designates (effective solely upon and during the continuance of an Event of Default) the Administrative Agent as its designee, and authorizes the Administrative Agent to act as its designee and agent, for purposes of selling any licenses held by Issuer, Inventory or other Goods of such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted Pledgor under the terms of any Intellectual Property License, whether pursuant to any sell off rights provided for therein or otherwise and for purposes of taking any other action that such license and if such assignment or grant is not permitted under Pledgor may be entitled to take for the term realization on any assets of such license Issuer will Pledgor under any Intellectual Property License. The foregoing, and any action by the Administrative Agent as such designee and agent, shall not be construed to constitute the assumption by the Administrative Agent of any duties, obligations or will liabilities of any Pledgor under any such Intellectual Property License or to cause the applicable guarantor Administrative Agent to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale duties, obligations or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinliabilities.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V upon the occurrence and during the continuance of an Event of Default Default, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Agent and the Secured PartiesCreditors, an irrevocable, irrevocable nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however that such licenses to be granted hereunder with respect to any licenses held by Issuer, such Collateral Agent License Trademarks shall only be granted subject to the extent maintenance of quality standards with respect to the goods and services on which such assignment or grant is permitted under Trademarks are used sufficient to preserve the terms validity of such license Trademarks; and if provided further that the Agent shall have no greater rights than those of any such assignment or grant is not permitted Grantor under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible sublicense; and (b) irrevocably agrees that that, at any time and from time to time following the Collateral occurrence and during the continuance of an Event of Default, the Agent may sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security 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 Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) 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 and shall be subject to the ABL/Bond Intercreditor Agreement; provided, however, that any permitted 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.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required PurchasersLenders) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer Borrower hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer Borrower (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, modify, copy, make derivative works, distribute, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer Borrower (or any applicable grantor), and 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 Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by IssuerBorrower, such Collateral Agent License shall only be receive the licenses allowed or granted to in the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer Borrower will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such IssuerBorrower’s Inventory directly to any person, including without limitation persons who have previously purchased IssuerBorrower’s Inventory from Issuer Borrower and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer Borrower and any Inventory that is covered by any Copyright owned by or licensed to Issuer Borrower and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer Borrower (or any applicable grantor) and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofunder this Agreement, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral AgentAgent a nonexclusive, for irrevocable (subject to the ratable benefit last sentence of the other Secured Parties, an irrevocable, nonexclusive worldwide this Section 4.03) license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any such Grantor) (“Collateral Agent License”)to use or, including in solely to the extent necessary to exercise such license the right to use, licenserights and remedies, sublicense or practice any Intellectual Property of the Collateral now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor that constitutes Intellectual Property and license rights included in the General Intangibles, and wherever the same may be located, and including in such license license, solely to the extent necessary to exercise such rights and remedies, reasonable access to all media in which any of the licensed items may be recorded or stored and to all Software and programs computer software used for the compilation or printout thereof; provided, provided however, that nothing in this Section 4.03 shall require any Grantor to grant any license if it does not have the right to do so or that is prohibited by any rule of law, statute or regulation or is prohibited by, or that would constitute a breach or default under or result in the termination of or gives rise to any right of acceleration, modification or cancellation or otherwise result in any loss of rights under any contract, license, agreement, instrument or other document; provided, further, that such licenses to be granted hereunder with respect to any licenses held by Issuer, such Collateral Agent License Trademarks shall only be granted subject to the extent maintenance of quality standards with respect to the goods and services on which such assignment or grant is permitted under Trademarks are used sufficient to preserve the terms validity of such Trademarks. The use of such license and if such assignment or grant is not permitted under by the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and its rights thereunder may be exercised, at the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement option of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears only after the occurrence and during the continuation of an Event of Default; provided that any Trademark owned permitted license, sublicense or other transaction entered into by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but in accordance herewith shall have no obligation to) finish be binding upon the Grantors until the termination of this Agreement notwithstanding any work subsequent cure of an Event of Default, provided that it was entered into in process accordance with the terms of this Agreement. For the avoidance of doubt, at the time of the release of the Lien as set forth in Section 6.13, the license granted to the Collateral Agent pursuant to this Section 4.03 shall automatically and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinimmediately terminate.

Grant of Intellectual Property License. For the purpose of enabling the Notes Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V upon the occurrence and during the continuance of an Event of Default Default, at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Notes Collateral Agent, for the ratable benefit of the other Notes Collateral Agent and the Secured Parties, an irrevocable, irrevocable nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however that such licenses to be granted hereunder with respect to any licenses held by Issuer, Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks; and provided further that the Notes Collateral Agent License shall only be granted to the extent have no greater rights than those of any such assignment or grant is permitted Grantor under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible sublicense; and (b) irrevocably agrees that that, at any time and from time to time following the occurrence and during the continuance of an Event of Default, the Notes Collateral Agent may sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Notes Collateral Agent’s rights under this Security 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 Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Notes Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor and sell such Inventory as provided herein. The use of the license granted pursuant to clause (a) of the preceding sentence by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only upon the occurrence and during the continuance of an Event of Default; provided, however, that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at Administrative Agent, during the direction continuance of the Required Purchasers) an Event of Default, to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer and for no other purpose, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the ratable benefit of the Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”any Grantor), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that the Collateral Administrative Agent may may, during the continuance of an Event of Default, sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collecteffective upon the occurrence and during the continuation of an Event of Default, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Administrative Agent, for the ratable benefit of the other Administrative Agent and the Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)the Grantors) (“Collateral Agent License”), including in such license the right to use, licenselicense or sublicense, sublicense or practice following the occurrence and during the continuance of an Event of Default, to the extent constituting Collateral, any Intellectual Property intellectual property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuersuch Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Security Agreement, subject to the terms of any license or other agreement governing any such Trademark (including, without limitation, any requirement to pay royalties or other amounts), may sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer and such Grantor and, subject to the Collateral terms of any license or other agreement governing any such Trademark (including, without limitation, any requirement to pay royalties or other amounts), the Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein. Notwithstanding anything to the contrary herein, the license provided for herein shall terminate automatically upon the earlier to occur of (1) such time as all Events of Default shall have been cured or waived and (2) upon termination of this Security Agreement.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and Agent, during the continuance of an Event of Default Default, to exercise rights and remedies under Article VI hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collectand for no other purpose, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Pledgor hereby (a) grants to the Collateral Agent, for to the ratable benefit of the other Secured Partiesextent assignable, an irrevocable, nonexclusive worldwide non-exclusive license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, licenseassign, license or sublicense or practice any of the Intellectual Property Collateral now owned or hereafter acquired by Issuer (or any applicable grantor)such Pledgor, and wherever the same may be located, and including in such . Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all Software and computer programs used for the compilation or printout thereofhereof; provided, provided however, that nothing in this Section 4.1 shall require Pledgors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the ABL Credit Agreement, with respect to any licenses held by Issuersuch property (in each case after giving effect to anti-assignment provisions of the UCC and other applicable law); provided, such further, that nothing in the foregoing license grant shall be construed as granting the Collateral Agent License shall only be granted rights in and to such 39216081_9 Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Pledgor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Pledgor by a third party, the extent to which such Pledgor has the right to grant a sublicense to such Intellectual Property Collateral hereunder (in each case after giving effect to anti-assignment or grant is permitted under provisions of the terms UCC and other applicable law)). For the avoidance of doubt, the use of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that by the Collateral Agent may sell any of such Issuer’s Inventory directly to any personbe exercised, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement at the option of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer only during the continuation of an Event of Default; provided that such license is a present grant. Upon the occurrence and any Inventory that is covered by any Copyright owned by or licensed to Issuer and during the continuance of an Event of Default, the Collateral Agent may (but shall have no obligation to) finish any work also exercise the rights afforded under Section 7 of this Agreement with respect to Intellectual Property Collateral contained in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinthe Article 9 Collateral.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Agreement effective at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofunder this Agreement, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for effective only after and during the ratable benefit continuance of an Event of Default, a non-exclusive, irrevocable (subject to the other Secured Parties, an irrevocable, nonexclusive worldwide last sentence of this Section 4.03) license (exercisable without payment of royalty or other compensation to Issuer (any such Grantor) to, solely to the extent necessary to exercise such rights and remedies, use or applicable grantor)) (“sublicense any of the Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor that constitutes Intellectual Property and license rights included in the General Intangibles, and wherever the same may be located, and including in such license license, solely to the extent necessary to exercise such rights and remedies, reasonable access to all media in which any of the licensed items may be recorded or stored and to all Software and programs computer software used for the compilation or printout thereof; provided, provided however, that nothing in this Section 4.03 shall require any Grantor to grant any license if it does not have the right to do so or that is prohibited by any rule of law, statute or regulation or is prohibited by, or that would constitute a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document; provided, further, that such licenses to be granted hereunder with respect to any licenses held by Issuer, such Collateral Agent License Trademarks shall only be granted subject to the extent maintenance of quality standards with respect to the goods and services on which such assignment or grant is permitted under Trademarks are used sufficient to preserve the terms validity of such Trademarks. The use of such license and if such assignment or grant is not permitted under by the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and its rights thereunder may be exercised, at the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement option of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears only during the continuation of an Event of Default; provided that any Trademark owned permitted license, sublicense or other transaction entered into by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but in accordance herewith shall have no obligation to) finish be binding upon the Grantors notwithstanding any work subsequent cure of an Event of Default, provided that it was entered into in process accordance with the terms of this Agreement. For the avoidance of doubt, at the time of the release of the Lien as set forth in Section 5.13, the license granted to the Collateral Agent pursuant to this Section 4.03 shall automatically and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinimmediately terminate.

Grant of Intellectual Property License. For the sole purpose of enabling the Collateral Administrative Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Agreement at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofduring the continuance of an Event of Default, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Administrative Agent, for the ratable benefit of the other Administrative Agent and the Secured Parties, an irrevocable, a nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, licenselicense or sublicense, sublicense or practice on such terms and conditions as the Administrative Agent shall reasonably determine, any Intellectual Property (other than Excluded Property) and, in the case of Trademarks prior to the acceleration of the Obligations, subject to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) subject to reasonable quality control prior to the acceleration of the Obligations, irrevocably agrees that that, at any time and from time to time following the Collateral occurrence and during the continuance of an Event of Default, the Administrative Agent may sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative 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 Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein. The use of the licenses granted pursuant to clauses (a) and (b) of the preceding sentence to the Administrative Agent may be exercised only upon the occurrence and during the continuance of an Event of Default; provided, however, that if any assignment or other transfer to the Administrative Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made and shall have become absolute and effective and the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, to the extent that no Default or Event of Default is then continuing, the Administrative Agent shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments, terminations, or other transfers as may be necessary to reassign to such Grantor and terminate any such rights, title and interests as may have been assigned to the Administrative Agent as aforesaid, subject to any disposition thereof that may have been made by the Administrative Agent; provided, after giving effect to such reassignment, the Administrative Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Administrative Agent granted hereunder, shall continue to be in full force and effect.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article 5 at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Administrative Agent, for the ratable benefit of the other Administrative Agent and the Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable only during the continuance of an Event of Default and without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that that, at any time and from time to time following the Collateral occurrence and during the continuance of an Event of Default, the Administrative Agent may sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Security 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 Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor and sell such Inventory as provided herein. The use of the license granted pursuant to clause (a) of the preceding sentence by the Administrative Agent may be exercised, at the option of the Administrative 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 Administrative Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default. In the event the license set forth in this Section 5.03 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks.

Grant of Intellectual Property License. For Solely for the purpose of enabling the Collateral Agent (at Trustee, following the direction occurrence and during the continuance of the Required Purchasers) a Pari Passu Lien Debt Default, to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default at such time as the Collateral Agent Trustee shall be lawfully entitled to exercise such rights and remedies (including in order remedies, and solely to take possession ofthe extent and at such time as the Collateral Trustee shall be entitled to exercise such rights pursuant to the Intercreditor Agreement and the Collateral Trust Agreement, collectand for no other purpose, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral AgentTrustee, for to the ratable benefit of the other Secured Partiesextent permitted by applicable law, an irrevocableirrevocable (during the term of this Agreement), nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any of the Intellectual Property included in the Collateral now owned or hereafter acquired acquired, developed or created by Issuer (or any applicable grantor)such Grantor, and wherever the same may be located; provided that (i) such license shall be subject to the rights of any licensee (other than any Grantor) under any Intellectual Property License granted prior to such Pari Passu Lien Debt Default, (ii) in the case of Trademarks, such license shall be subject to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, and including (iii) to the extent the foregoing license is a sublicense of such Grantor’s rights as licensee under any Intellectual Property License, the license to the Collateral Trustee shall be in accordance with any limitations in such Intellectual Property License, including prohibitions on further sublicensing. Subject to the foregoing provisos, such license shall include access to all media in which any of the licensed items may be recorded or stored and to all Software and computer programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinhereof.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and Article V during the continuance existence of an Event of Default at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofas a result thereof, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Administrative Agent, for the ratable benefit of the Administrative Agent and the other Secured Parties, an irrevocableirrevocable (until the Termination Date), nonexclusive worldwide license solely to the extent such Grantor has the right to do so and solely to the extent the grant thereof does not constitute a breach of any contract, (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, subject to the rights of third parties therein, and 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 Software computer software and programs used for the compilation or 20 US 4925849v.8 printout thereof; provided, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be the rights granted to the extent such assignment or grant Administrative Agent under this clause (a) may only be exercised for so long as an Event of Default has occurred and is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible continuing and (b) irrevocably agrees that the Collateral Administrative Agent may may, following the occurrence and during the continuance of an Event of Default, sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For Solely for the purpose of enabling applicable state or federal law requirements in connection with a disposition of the Collateral and the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral compliance will not be considered to adversely affect the commercial reasonableness of any sale of the Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofaccordance with this Article V, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any each Collateral), Issuer . Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the Collateral Agent and the other Secured Parties, an irrevocable, a nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer any (or applicable grantor)c) (“The Collateral Agent License”)shall have the right upon any such public sale or sales and, including in Grantor) to use, license or sublicense, following the occurrence and solely during the continuance of an to the extent permitted by law, upon any such license private sale or sales, to purchase for the benefit of the Collateral Agent and the Secured Parties, the whole or any part of the Collateral so sold, free of any right completing production of, advertising for sale, and selling such Collateral, and, following the occurrence of equity redemption, which equity redemption each Grantor hereby expressly releases. d pursuant to this Section 5.3 shall terminate (d) Until the Collateral Agent is able to effect a sale, lease, or other disposition of upon the termination of this Security Agreement. In addition, each Grantor hereby irrevocably agrees that Collateral, the Collateral Agent shall have the right to usehold or use Collateral, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)part thereof, to the the Collateral Agent may, following the occurrence and wherever solely during the same may be locatedcontinuance of an Event of extent that it deems appropriate for the purpose of preserving Collateral or its value or for any other purpose deemed appropriate by the Collateral Agent. The Collateral Agent may, if it so elects, seek the appointment Inventory from such Grantor and including in such license access to all media in which connection with any (for the benefit of the licensed items may be recorded or stored and to all Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties Parties), with respect to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell appointment Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is without prior notice or hearing as to such appointment. covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as (e) Notwithstanding the foregoing, neither the Collateral Agent nor any other Secured provided hereinherein (subject to maintaining quality control standards sufficient to avoid invalidation of any Party shall be required to (i) make any demand upon, or pursue or exhaust any of its rights or remedies such Trademarks). against, any Grantor, any other obligor, guarantor, pledgor or any other Person with respect to the payment of the Obligations or to pursue or exhaust any of its rights or remedies with respect to any Collateral therefor ARTICLE VI or any direct or indirect guarantee thereof, (ii) marshal the Collateral or any guarantee of the Obligations ACCOUNT VERIFICATION; ATTORNEY-IN-FACT; PROXY or to resort to the Collateral or any such guarantee in any particular order, or (iii) effect a public sale of any Collateral.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Collateral Agent and the Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, licenselicense or sublicense, sublicense or practice on such terms and conditions as the Collateral Agent shall reasonably determine, any Intellectual Property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect the right to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license prosecute and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent maintain all Intellectual Property and the other Secured Parties right to receive xxx for past infringement of the benefits of such Collateral Agent License to the maximum extent possible Intellectual Property and (b) irrevocably agrees that that, at any time and from time to time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral 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 Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein. The use of the license granted pursuant to clause (a) of the preceding sentence to the Collateral Agent may be exercised only upon the occurrence and, at the option of the Collateral Agent, during the continuance of an Event of Default; provided, however, that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Collateral Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collecteffective upon the occurrence and continuance of an Event of Default, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, Agent an irrevocable, nonexclusive worldwide license worldwide, non-exclusive license, with rights to grant sublicenses (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”the Grantors), including in such license to use or otherwise exploit any of the right to use, license, sublicense or practice any Collateral consisting of Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) subject to the terms of the Intercreditor Agreement, irrevocably agrees that the Collateral Agent may sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor, and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this US Collateral Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein. Any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be automatically revoked upon any subsequent cure of such Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Administrative Agent, for the ratable benefit of the other Administrative Agent and the Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof; provided that, provided that (i) with respect to any licenses held intellectual property that is owned by Issuersuch Grantor, the license granted herein shall be subject to reasonable quality control measures to the extent required to maintain such Collateral Agent License intellectual property and (ii) with respect to any intellectual property that is licensed by such Grantor, (x) the license granted herein shall only be subject to the quality control measures required by the applicable underlying license agreement, and (y) no such license shall be granted to the extent that such assignment or grant would, in the written, reasoned opinion of counsel to such Grantor, violate the express terms and conditions of any agreement pursuant to which such intellectual property is permitted under the terms of licensed to such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible Grantor, and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at Secured Party, for the direction benefit of the Required Purchasers) holders of the Bonds, to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Agent Secured Party shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer hereby the Debtor hereby: (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, Party an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)the Debtor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired by Issuer (or any applicable grantor)the Debtor but with respect to rights of Debtor under the Technology Sublicense Agreement, only to the extent permitted by the TSA Consent and Agreement and only so long as Secured Party complies with the terms and conditions of the TSA Consent and Agreement, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that upon reasonable advance notice to the Collateral Agent Debtor, the Secured Party may sell any of such Issuerthe Debtor’s Inventory manufactured or processed by Debtor during the term of the Technology Sublicense Agreement and any other applicable patent and trademark sublicense to Debtor or applicable sell off period thereunder, directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerthe Debtor’s Inventory from Issuer the Debtor and in connection with any such sale or other enforcement of the Collateral AgentSecured Party’s rights under this Security Agreement, may sell during the term of the Technology Sublicense Agreement and any other patent or trademark sublicense to Debtor and applicable sell off period thereunder such Inventory which bears any Trademark owned by or licensed or sublicensed to Issuer the Debtor for use in manufacturing, processing, marketing or selling reprocessed waste plastics during the terms of such sublicenses and any such Inventory that is covered by any Copyright owned by or licensed to Issuer the Debtor for exploitation during the term of said patent and trademark sublicenses to Debtor, and the Collateral Agent Secured Party may (but shall have no obligation to) finish any work in process and affix any Trademark being used by Debtor at such time on Inventory of like grade and type owned by or licensed to Issuer (or any applicable grantor) the Debtor for such purpose and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and Agent, during the continuance of an Event of Default Default, to exercise rights and remedies under Article VI hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collectand for no other purpose, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Pledgor hereby (a) grants to the Collateral Agent, for to the ratable benefit of the other Secured Partiesextent assignable, an irrevocable, nonexclusive worldwide non-exclusive license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, licenseassign, license or sublicense or practice any of the Intellectual 39416081_9 Property Collateral now owned or hereafter acquired by Issuer (or any applicable grantor)such Pledgor, and wherever the same may be located, and including in such . Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all Software and computer programs used for the compilation or printout thereofhereof; provided, provided however, that nothing in this Section 4.1 shall require Pledgors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the ABL Credit Agreement, with respect to any licenses held by Issuersuch property (in each case after giving effect to anti-assignment provisions of the UCC and other applicable law); provided, such further, that nothing in the foregoing license grant shall be construed as granting the Collateral Agent License shall only be granted rights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Pledgor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Pledgor by a third party, the extent to which such Pledgor has the right to grant a sublicense to such Intellectual Property Collateral hereunder (in each case after giving effect to anti-assignment or grant is permitted under provisions of the terms UCC and other applicable law)). For the avoidance of doubt, the use of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that by the Collateral Agent may sell any of such Issuer’s Inventory directly to any personbe exercised, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement at the option of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer only during the continuation of an Event of Default; provided that such license is a present grant. Upon the occurrence and any Inventory that is covered by any Copyright owned by or licensed to Issuer and during the continuance of an Event of Default, the Collateral Agent may (but shall have no obligation to) finish any work also exercise the rights afforded under Section 7 of this Agreement with respect to Intellectual Property Collateral contained in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinthe Article 9 Collateral.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and Article V solely during the continuance of an Event of Default such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer the Grantor hereby (a) grants to the Collateral Agent, to the extent that it has the right to do so and subject to any pre-existing rights of third parties, for the ratable benefit of the other Secured Parties, an irrevocable, assignable nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)the Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired owned or licensed by Issuer (or any applicable grantor)the Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted for the avoidance of doubt solely to the extent such assignment necessary or grant is permitted under advisable (as determined in the terms of such license and if such assignment or grant is not permitted under Collateral Agent’s reasonable discretion) for the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent to exercise the rights and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible remedies under this Article V and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuerthe Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer the Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer the Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer the Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein, provided in each of the foregoing grants that, with respect to Trademarks, the Grantor shall have such rights of quality control solely as are necessary under applicable law to maintain the validity and enforceability of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after 7 upon the occurrence and during the continuance of an Event of Default Default, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer the Debtor hereby (a) grants to the Collateral Agent, for the ratable benefit of the Agent and the other Secured Parties, an irrevocable, irrevocable nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)the Debtor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property rights now owned or hereafter acquired by Issuer (or any applicable grantor)the Debtor, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however that such licenses to be granted hereunder with respect to any licenses held by Issuer, such Collateral Agent License Trade-marks shall only be granted subject to the extent maintenance of quality standards with respect to the goods and services on which such assignment or grant is permitted under Trade-marks are used sufficient to preserve the terms validity of such license Trade-marks; and if such assignment or grant is not permitted provided further that the Agent shall have no greater rights than those of the Debtor under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible sublicense; and (b) irrevocably agrees that that, at any time and from time to time following the Collateral occurrence and during the continuance of an Event of Default, the Agent may sell any of such Issuerthe Debtor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerthe Debtor’s Inventory from Issuer the Debtor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this General Security Agreement, may (subject to any restrictions contained in applicable third party licenses entered into by the Debtor) sell Inventory which bears any Trademark Trade-xxxx owned by or licensed to Issuer the Debtor and any Inventory that is covered by any Copyright owned by or licensed to Issuer the Debtor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark relevant Trade-xxxx owned by or licensed to Issuer (or any applicable grantor) the Debtor 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 and shall be subject to the ABL Intercreditor Agreement; provided, however, that any permitted license, sublicense or other transaction entered into by the Agent in accordance herewith shall be binding upon the Debtor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required PurchasersLenders) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession of, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Borrower hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer any Borrower (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer such Borrower (or any applicable grantor), and 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 Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuersuch Borrower, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer Borrowers will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such IssuerBorrower’s Inventory directly to any person, including without limitation persons who have previously purchased Issuersuch Borrower’s Inventory from Issuer such Borrower and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Borrower and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Borrower and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer such Borrower (or any applicable grantor) and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Notes Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V upon the occurrence and during the continuance of an Event of Default and after prior written notice to the Company, at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Notes Collateral Agent, for the ratable benefit of the Notes Collateral Agent and the other Notes Secured Parties, an irrevocable, irrevocable nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however that such licenses to be granted hereunder with respect to any licenses held by IssuerTrademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks; and provided, such further, that the Notes Collateral Agent License shall only be granted to the extent have no greater rights than those of any such assignment or grant is permitted Grantor under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible sublicense; and (b) irrevocably agrees that that, at any time and from time to time following the occurrence and during the continuance of an Event of Default and after prior written notice to the Company, the Notes Collateral Agent may sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Notes Collateral Agent’s rights under this Canadian Security 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 Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Notes Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor and sell such Inventory as provided herein. The use of the license granted pursuant to clause (a) of the preceding sentence by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only upon the occurrence and during the continuance of an Event of Default and after prior written notice to the Company and shall be subject to the Intercreditor Agreement; provided, however, that any permitted license, sublicense or other transaction entered into by the Notes Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and Agent, during the continuance of an Event of Default Default, to exercise rights and remedies under Article VI hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collectand for no other purpose, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Pledgor hereby (a) grants to the Collateral Agent, for to the ratable benefit of the other Secured Partiesextent assignable, an irrevocable, nonexclusive worldwide non-exclusive license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, licenseassign, license or sublicense or practice any of the Intellectual Property Collateral now owned or hereafter acquired by Issuer (or any applicable grantor)such Pledgor, and wherever the same may be located, and including in such . Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all Software and computer programs used for the compilation or printout thereofhereof; provided, provided however, that nothing in this Section 4.1 shall require Pledgors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Term Loan Credit Agreement, with respect to any licenses held by Issuersuch property (in each case after giving effect to anti-assignment provisions of the UCC and other applicable law); provided, such further, that nothing in the foregoing license grant shall be construed as granting the Collateral Agent License shall only be granted rights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Pledgor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Pledgor by a third party, the extent to which such Pledgor has the right to grant a sublicense to such Intellectual Property Collateral hereunder (in each case after giving effect to anti-assignment or grant is permitted under provisions of the terms UCC and other applicable law)). For the avoidance of doubt, the use of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that by the Collateral Agent may sell any of such Issuer’s Inventory directly to any personbe exercised, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement at the option of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer only during the continuation of an Event of Default; provided that such license is a present grant. Upon the occurrence and any Inventory that is covered by any Copyright owned by or licensed to Issuer and during the continuance of an Event of Default, the Collateral Agent may (but shall have no obligation to) finish any work also exercise the rights afforded under Section 6 of this Agreement with respect to Intellectual Property Collateral contained in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinthe Article 9 Collateral.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and Agent, during the continuance of an Event of Default Default, to exercise rights and remedies under ARTICLE VIII hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collectand for no other purpose, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Pledgor hereby (a) grants to the Collateral Agent, for to the ratable benefit of the other Secured Partiesextent assignable, an irrevocable, nonexclusive worldwide non-exclusive license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, licenseassign, license or sublicense or practice any of the Intellectual Property Collateral now owned or hereafter acquired by Issuer (or any applicable grantor)such Pledgor, and wherever the same may be located, and including in such . Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all Software and computer programs used for the compilation or printout thereofhereof; provided, provided however, that nothing in this Section 5.1 shall require Pledgors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the ABL Credit Agreement, with respect to any licenses held by Issuersuch property (in each case after giving effect to anti-assignment provisions of applicable law); provided, such further, that nothing in the foregoing license grant shall be construed as granting the Collateral Agent License shall only be granted rights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Pledgor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Pledgor by a third party, the extent to which such Pledgor has the right to grant a sublicense to such Intellectual Property Collateral hereunder (in each case after giving effect to anti-assignment or grant is permitted under provisions of applicable law)). For the terms avoidance of doubt, the use of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that by the Collateral Agent may sell any of such Issuer’s Inventory directly to any personbe exercised, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement at the option of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer only during the continuation of an Event of Default; provided that such license is a present grant. Upon the occurrence and any Inventory that is covered by any Copyright owned by or licensed to Issuer and during the continuance of an Event of Default, the Collateral Agent may (but shall have no obligation to) finish any work also exercise the rights afforded under Section 8.1 of this Agreement with respect to Intellectual Property Collateral contained in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinthe General Collateral.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V upon the occurrence and during the continuance of an Event of Default Default, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Collateral Agent and the Noteholder Secured Parties, an irrevocable, irrevocable nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however that such licenses to be granted hereunder with respect to any licenses held by Issuer, Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks; and provided further that the Collateral Agent License shall only be granted to the extent have no greater rights than those of any such assignment or grant is permitted Grantor under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible sublicense; and (b) irrevocably agrees that that, at any time and from time to time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may sell any of such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Collateral 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 Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any relevant Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor and sell such Inventory as provided herein. The use of the license granted pursuant to clause (a) of the preceding sentence by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuance of an Event of Default and shall be subject to the ABL/Bond Intercreditor Agreement; provided, however, that any permitted license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For In addition to and not in limitation of the purpose of enabling powers granted in clause (n) above, each Grantor hereby authorizes the Collateral Agent (at the direction to make, constitute and appoint any officer or agent of the Required PurchasersCollateral Agent as the Collateral Agent may select, in its sole discretion, as such Grantor’s true and lawful attorney-in-fact, with power to (i) endorse such Grantor’s name on all applications, documents, papers and instruments necessary or desirable for the Collateral Agent in the use of the Intellectual Property or (ii) take any other actions with respect to the Intellectual Property as the Collateral Agent deems to be in the best interest of the Collateral Agent, or (iii) grant or issue any exclusive or non-exclusive irrevocable or revocable, royalty-bearing or royalty-free license under the Intellectual Property to anyone, including the Collateral Agent itself, including but not limited to a license or other right to use such Grantor’s labels, General Intangibles, Intellectual Property, Equipment, real estate, advertising matter, or any property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale and selling any Inventory or other Collateral, and such Grantor’s rights under all contracts, licenses, approvals, permits, leases and franchise agreements, to the extent assignable, shall inure to the Collateral Agent’s benefit, or (iv) assign, pledge, convey or otherwise transfer title in or dispose of the Intellectual Property to anyone. Each Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. This power of attorney shall be irrevocable until the Secured Obligations shall have been paid in full in cash and the Indenture and this Agreement have been terminated (and subject to reinstatement thereafter as provided in Section 15(a)). Grantor hereby further acknowledges and agrees that the use by the Collateral Agent of the Intellectual Property shall be worldwide, except as limited by their terms, and without any liability for royalties or related charges from the Collateral Agent to such Grantor. The Collateral Agent agrees that notwithstanding anything to the contrary in this clause (o), it shall not exercise the rights and remedies any power or authority granted under this Section 9 after the occurrence and during the continuance of clause (o) unless an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights has occurred and remedies (including in order to take possession ofis continuing. NONE OF THE COLLATERAL AGENT, collectTHE OTHER SECURED PARTIES OR THEIR RESPECTIVE AFFILIATES, receiveOFFICERS, assembleDIRECTORS, processEMPLOYEES, appropriateAGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO THE GRANTORS FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, removeEXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, realize uponNOR FOR ANY PUNITIVE, sellEXEMPLARY, assign, convey, transfer or grant options to purchase any Collateral), Issuer hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor), and 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 Software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinINDIRECT OR CONSEQUENTIAL DAMAGES.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and Article V solely during the continuance of an Event of Default such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, to the extent that it has the right to do so and subject to any pre-existing rights of third parties, for the ratable benefit of the other Secured Parties, an irrevocable, assignable nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired owned or licensed by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted for the avoidance of doubt solely to the extent such assignment necessary or grant is permitted under advisable (as determined by the terms Holders of such license and if such assignment or grant is not permitted under a majority in aggregate principal amount of the term of such license Issuer will or will cause Notes then outstanding) for the applicable guarantor to cooperate with Collateral Agent to exercise the rights and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible remedies under this Article V and (b) irrevocably agrees that the Collateral Agent may sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein, provided in each of the foregoing grants that, with respect to Trademarks, such Grantor shall have such rights of quality control solely as are necessary under applicable law to maintain the validity and enforceability of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collecteffective upon the occurrence and during the continuation of an Event of Default, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Administrative Agent, for the ratable benefit of the other Administrative Agent and the Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)the Grantors) (“Collateral Agent License”), including in such license the right to use, licenselicense or sublicense, sublicense or practice following the occurrence and during the continuance of an Event of Default, to the extent constituting Collateral, any Intellectual Property intellectual property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuersuch Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Security Agreement, subject to the terms of any license or other agreement governing any such Trademark (including, without limitation, any requirement to pay royalties or other amounts), may sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer and such Grantor and, subject to the Collateral terms of any license or other agreement governing any such Trademark (including, without limitation, any requirement to pay royalties or other amounts), the Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein. Notwithstanding anything to the contrary herein, the license provided for herein shall terminate automatically upon the earlier to occur of (i) such time as all Events of Default shall have been cured or waived and (ii) upon termination of this Security Agreement.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and Article V solely during the continuance of an Event of Default such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, to the extent that it has the right to do so and subject to any pre-existing rights of third parties, for the ratable benefit of the other Secured Parties, an irrevocable, assignable nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired owned or licensed by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted for the avoidance of doubt solely to the extent such assignment necessary or grant is permitted under advisable (as determined in the terms of such license and if such assignment or grant is not permitted under Collateral Agent’s reasonable discretion) for the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent to exercise the rights and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible remedies under this Article V and (b) irrevocably agrees that the Collateral Agent may sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein, provided in each of the foregoing grants that, with respect to Trademarks, such Grantor shall have such rights of quality control solely as are necessary under applicable law to maintain the validity and enforceability of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofand during the continuance of an Event of Default, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured PartiesAgent and the Lenders, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property intellectual property rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein. [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after Article V upon the occurrence and during the continuance of an Event of Default Default, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Collateral Agent and the Secured Parties, an irrevocable, a nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer such Grantor, irrevocable (until termination of this Security Agreement) license to use or applicable grantor)) (“Collateral Agent License”), including in such license the right to use, license, sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor and included in the Collateral, and 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 Software computer software and programs used for the compilation or printout thereof; provided, provided however, (i) that any such licenses granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks; (ii) that any such licenses held by Issuer, such granted hereunder with regard to trade secrets shall be subject to the requirement that the secret status of trade secrets be maintained and reasonable steps are taken to ensure that they are maintained; and (iii) that the Collateral Agent License shall only be granted to the extent have no greater rights than those of any such assignment or grant is permitted Grantor under the terms of any such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible granted hereunder; and (b) irrevocably as to the rights of the Grantors themselves, and subject to the rights of any third party at Law, in equity, or pursuant to any license agreement entered into by a Grantor, each Grantor agrees that that, at any time and from time to time following the occurrence and during the continuance of an Event of Default, the Collateral Agent may sell any of or license such IssuerGrantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased Issuerany Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may (subject to any restrictions contained in applicable third party licenses entered into by a Grantor) sell Inventory which bears any Trademark included in the Collateral owned by or licensed to Issuer any Grantor and any Inventory that is covered by any Copyright intellectual property interest owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any such relevant Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor thereto and sell such Inventory as provided herein; provided, however, that all goodwill arising from any such use of any such Trademark shall inure to the benefit of the Grantor. The use of the license granted pursuant to clause (a) of the preceding sentence by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuance of an Event of Default; provided, however, that any permitted license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the exclusive purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofat any time upon the occurrence and during the continuance of an Event of Default, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral AgentAgent a non-exclusive, for irrevocable (until the ratable benefit termination of the other Secured Parties, an irrevocable, nonexclusive worldwide this Agreement) license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, licenselicense or sublicense any rights in, sublicense to or practice under any or all Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and wherever the same such Intellectual Property 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that the Collateral Agent may may, upon the occurrence and during the continuation of an Event of Default, sell any of such IssuerGrantor’s Inventory directly to any personPerson, including including, without limitation persons limitation, Persons who have previously purchased Issuersuch Grantor’s Inventory from Issuer any Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer any Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer any Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) Grantor and sell such Inventory as provided hereinherein (it being understood that the Trademarks and Copyrights licensed to any such Grantor shall be subject to, and as permitted by, the terms of licenses governing such licensed Trademarks and Copyrights); provided, however, that nothing in this Section 6.3 shall require any Grantor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document. With respect to Trademarks included in the foregoing license, such license shall be subject to the requirement that the quality of goods and services offered under the Trademarks by the Agent be substantially consistent with the quality of the goods and services offered thereunder by such Grantor prior to the Agent’s exercise of such license. Any license, sublicense or other transaction entered into by the Agent in accordance herewith shall be binding upon the applicable Grantor notwithstanding any subsequent cure of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, upon the Agent’s request, such Grantor will use its commercially reasonable efforts to secure all consents and approvals necessary or appropriate for the assignment to the Agent of any material License held by such Grantor and to enforce the security interests granted hereunder.

Grant of Intellectual Property License. For the sole purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) Trustee to exercise the rights and remedies under this Section 9 after Agreement at such time as the Collateral Trustee shall be lawfully entitled to exercise such rights and remedies upon the occurrence and during the continuance of an Event of Default as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofDefault, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral AgentTrustee, for the ratable benefit of the Collateral Trustee and the other Secured Parties, an irrevocable, a nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, licenselicense or sublicense, sublicense or practice on such terms and conditions as the Collateral Trustee shall reasonably determine (at the direction of Required Holders), any Intellectual Property (other than Excluded Property) and, in the case of Trademarks prior to the acceleration of the Secured Obligations, subject to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, rights now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect the right to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license prosecute and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent maintain all Intellectual Property and the other Secured Parties right to receive xxx for past infringement of the benefits of such Collateral Agent License to the maximum extent possible Intellectual Property and (b) subject to reasonable quality control prior to the acceleration of the Secured Obligations, irrevocably agrees that that, at any time and from time to time following the occurrence and during the continuance of an Event of Default, the Collateral Agent Trustee may sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerthe Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral AgentTrustee’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 Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent Trustee may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein. The use of the licenses granted pursuant to clauses (a) and (b) of the preceding sentence to the Collateral Trustee may be exercised only upon the occurrence and during the continuance of an Event of Default; provided, however, that if any assignment or other transfer to the Collateral Trustee of any rights, title and interests in and to the Intellectual Property shall have been previously made and shall have become absolute and effective and the Secured Obligations shall not have become immediately due and payable, upon the written request of any Grantor, to the extent that no Default or Event of Default is then continuing, the Collateral Trustee shall promptly execute and deliver to such Grantor, at such Grantor’s sole cost and expense, such assignments, terminations, or other transfers as may be necessary to reassign to such Grantor and terminate any such rights, title and interests as may have been assigned to the Collateral Trustee as aforesaid, subject to any disposition thereof that may have been made by the Collateral Trustee; provided, that, any such transfer or assignment shall be without any representation or warranty and after giving effect to such reassignment, the Collateral Trustee’s security interest granted pursuant hereto, as well as all other rights and remedies of the Collateral Trustee granted hereunder, shall continue to be in full force and effect. Notwithstanding any provisions set forth in this Section 6.9, the Collateral Trustee shall not be required to take any action or use its discretion under this Section 6.9, and the Collateral Trustee shall not take any such action, in each case, other than at the direction of the Required Holders, and any discretion afforded to Collateral Trustee under this Section 6.9 shall be deemed to be discretion afforded to the Required Holders.

Grant of Intellectual Property License. For Solely in connection with the purpose exercise of enabling remedies under Article IX or under applicable law by the Collateral Agent (to collect, enforce or satisfy the Secured Obligations at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order remedies, to take possession ofthe extent permitted by applicable law and any restrictions applicable to such Intellectual Property Collateral, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Pledgor hereby (a) grants to the Collateral Agent, for the ratable benefit of the other Secured Parties, Agent an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)the Pledgors) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any of the Pledged Collateral consisting of Intellectual Property Collateral now owned or hereafter acquired by Issuer (or any applicable grantor)such Pledgor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that subject, in the case of Trademarks, to (i) sufficient rights to quality control and inspection in favor of such Pledgor to avoid the risk of invalidation of said Trademarks, to use, operate under, license, or sublicense any Intellectual Property Collateral now owned or hereafter acquired by such Pledgor, and wherever the same may be located and (ii) any exclusive licenses granted by any Pledgor in compliance with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted the provisions of this Agreement prior to the extent such assignment or grant is permitted under the terms occurrence of an Event of Default. The use of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that by the Collateral Agent may sell any of such Issuer’s Inventory directly to any personshall be exercised, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement at the option of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears only upon the occurrence and during the continuation of an Event of Default; provided, however, that any Trademark owned license, sublicense or other transaction entered into by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but in accordance herewith shall have no obligation to) finish be binding upon each Pledgor notwithstanding any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinsubsequent cure of an Event of Default.

Grant of Intellectual Property License. For Solely for the purpose of enabling enabling, and solely to the Collateral extent necessary to enable, the Administrative Agent (at the direction of the Required Purchasers) to exercise the rights and remedies to prepare for sale, market and sell Inventory under this Section 9 after the occurrence and during the continuance of an Event of Default Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral Administrative Agent, for the ratable benefit of the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, license, license or sublicense or practice any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such IssuerGrantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and and, in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor, and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process using any Patent (or other Intellectual Property) owned by or licensed to such Grantor and affix any appropriate Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith and in connection with the exercise of the Administrative Agent’s remedies hereunder shall be binding upon the Grantors notwithstanding any subsequent cure of such Event of Default. All actions taken by the Administrative Agent pursuant to this Article V, as well as the Administrative Agent’s use of any trade secrets or other Intellectual Property pursuant to this Agreement, shall be subject to the confidentiality restrictions set forth in Section 9.12 of the Credit Agreement.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and Agent, during the continuance of an Event of Default Default, to exercise rights and remedies under Sections 5 and 8 at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofremedies, collectand for no other purpose, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Obligor hereby (a) grants to the Collateral Agent, for to the ratable benefit of the other Secured Partiesextent not prohibited under any applicable third party agreements or any applicable law, an irrevocable, nonexclusive worldwide a non-exclusive license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)such Obligor) (“Collateral Agent License”), including in to such license the right rights as each Obligor has to use, license, license or sublicense or practice any of the Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Obligor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items such Intellectual Property may be recorded or stored and to all Software and computer programs used for the compilation or printout thereofhereof, provided that with respect subject, in the case of Trademarks, to any licenses held by Issuer, such Collateral Agent License shall only be granted sufficient rights to the extent such assignment or grant is permitted under the terms quality control and inspection in favor of such license and if such assignment or grant is not permitted under Obligor to avoid the term risk of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits invalidation of such Collateral Agent License to the maximum extent possible said Trademarks, and (b) irrevocably agrees that the Collateral Agent may sell any of such IssuerObligor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuersuch Obligor’s Inventory from Issuer such Obligor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Obligor and any Inventory that is covered by any Copyright owned by or licensed to Issuer and such Obligor, the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Obligor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Article 5 at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies remedies, each Grantor (including in order to take possession ofthe extent and only to the extent permitted by the terms of any Copyright License, collectPatent License or Trademark License, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer if applicable) hereby (a) grants to the Collateral Agent, to the extent such Grantor has the right to do so, for the ratable benefit of the other Collateral Agent and the Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any Grantor) (“Collateral Agent License”), including in such license the right to use, licenselicense or sublicense, sublicense or practice on such terms and conditions as the Collateral Agent shall determine, any Intellectual Property now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor, and 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 Software computer software and programs used for the compilation or printout thereof, provided that with respect to any licenses held by Issuer, such Collateral Agent License shall only be granted to the extent such assignment or grant is permitted under the terms of such license and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible thereof and (b) irrevocably agrees that that, with effect upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may sell any of such IssuerGrantor’s or any other Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased Issuerany such Grantor’s Inventory from Issuer such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer such Grantor and any Inventory that is covered by any Copyright owned by or licensed to Issuer such Grantor and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) such Grantor and sell such Inventory as provided herein; provided that the applicable Grantor shall have such rights of quality control and inspection which are reasonably necessary to maintain the validity and enforceability of such Trademark. The use of the license granted pursuant to clause (a) of the preceding sentence to the Collateral Agent may be exercised 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 Collateral Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent (at the direction of the Required Purchasers) Trustee to exercise the rights and remedies under this Section 9 after the occurrence and during the continuance of an Event of Default Security Agreement at such time as the Collateral Agent Trustee shall be lawfully entitled to exercise such rights and remedies (including in order to take possession ofunder this Security Agreement, collect, receive, assemble, process, appropriate, remove, realize upon, sell, assign, convey, transfer or grant options to purchase any Collateral), Issuer each Grantor hereby (a) grants to the Collateral AgentTrustee a nonexclusive, for irrevocable (subject to the ratable benefit last sentence of the other Secured Parties, an irrevocable, nonexclusive worldwide this Section 4.03) license (exercisable without payment of royalty or other compensation to Issuer (or applicable grantor)any such Grantor) (“Collateral Agent License”)to, including in following the occurrence of an Event of Default which is continuing, use or, solely to the extent necessary to exercise such license the right to use, licenserights and remedies, sublicense or practice any Intellectual Property of the Collateral now owned or hereafter acquired by Issuer (or any applicable grantor)such Grantor that constitutes Intellectual Property and license rights included in the General Intangibles, and wherever the same may be located, and including in such license license, solely to the extent necessary to exercise such rights and remedies, reasonable access to all media in which any of the licensed items may be recorded or stored and to all Software and programs computer software used for the compilation or printout thereof; provided, however, that nothing in this Section 4.03 shall require any Grantor to grant any license if it does not have the right to do so or that is prohibited by any rule of law, statute or regulation or is prohibited by, or that would constitute a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. For the purpose of enabling the Collateral Trustee to exercise remedies under this Security Agreement at such time as the Collateral Trustee shall be lawfully entitled to exercise such remedies under this Security Agreement, the Collateral Trustee shall have the right, but not the obligation, to bring suit in its own name to enforce the Intellectual Property Collateral of each Grantor and, if the Collateral Trustee shall commence any such suit, the appropriate Grantor shall, at the request of the Collateral Trustee, do any and all lawful acts and execute any and all proper documents reasonably required by the Collateral Trustee in aid of such enforcement. The use of such license by the Collateral Trustee and its rights thereunder may be exercised, at the option of the Collateral Trustee, during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Collateral Trustee in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default, provided that it was entered into in accordance with respect to any licenses held by Issuerthe terms of this Security Agreement. For the avoidance of doubt, such Collateral Agent License shall only be at the time of the release of the Lien as set forth in Section 6.13, the license granted to the extent such assignment or grant is permitted under the terms of such license Collateral Trustee pursuant to this Section 4.03 shall automatically and if such assignment or grant is not permitted under the term of such license Issuer will or will cause the applicable guarantor to cooperate with Collateral Agent and the other Secured Parties to receive the benefits of such Collateral Agent License to the maximum extent possible and (b) irrevocably agrees that the Collateral Agent may sell any of such Issuer’s Inventory directly to any person, including without limitation persons who have previously purchased Issuer’s Inventory from Issuer and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to Issuer and any Inventory that is covered by any Copyright owned by or licensed to Issuer and the Collateral Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to Issuer (or any applicable grantor) and sell such Inventory as provided hereinimmediately terminate.