Common use of Grant of Intellectual Property License Clause in Contracts

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Lender to exercise the rights and remedies under this Article V at such time as the Collateral Agent Lender shall be lawfully entitled to exercise such rights and remedies, each the Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, Lender an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any the Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by such the Grantor, and wherever the same may be located, and including including, without limitation, in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent Lender may sell any of such the Grantor’s Inventory directly to any personPerson, including including, without limitation persons limitation, Persons who have previously purchased the Grantor’s Inventory from such the Grantor and in connection with any such sale or other enforcement of the Collateral AgentLender’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such the Grantor and any Inventory that is covered by any Copyright owned by or licensed to such the Grantor and the Agent Lender may finish any work in process and affix any Trademark owned by or licensed to such the Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Agent, during the continuance of an Event of Default, to exercise the rights and remedies under this Article V Sections 5 and 8 hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor Obligor hereby (a) grants to the Collateral Agent, for to the benefit of the Collateral Agent and the Secured Partiesextent not prohibited under any applicable third party agreements or any applicable law, an irrevocable, nonexclusive a non-exclusive license (exercisable without payment of royalty or other compensation to any Grantorsuch Obligor) to such rights as each Obligor has to use, license or sublicense any of the Intellectual Property Rights now owned or hereafter acquired by such GrantorObligor, 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 computer software and programs used for the compilation or printout thereof hereof, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Obligor to avoid the risk of invalidation of said Trademarks, and (b) irrevocably agrees that the Collateral Agent may sell any of such GrantorObligor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantorsuch Obligor’s Inventory from such Grantor Obligor 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 such Grantor Obligor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and Obligor, the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor Obligor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Secured Party to exercise the rights and remedies under this Article V Agreement at such time as the Collateral Agent Secured Party shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral AgentSecured Party, for the benefit of the Collateral Agent itself and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent Secured Party may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral AgentSecured Party’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Agent Secured Party may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remediesV, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Subordinated Collateral Agent to exercise the rights and remedies under this Article V at such time as the Subordinated Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each the Grantor hereby (a) grants to the Subordinated Collateral Agent, for the benefit of the Subordinated Collateral Agent and the Secured PartiesHolders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any the Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by such 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Subordinated Collateral Agent may sell any of such the Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such the Grantor and in connection with any such sale or other enforcement of the Subordinated Collateral Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark trademark owned by or licensed to such the Grantor and any Inventory that is covered by any Copyright copyright owned by or licensed to such the Grantor and the Subordinated Collateral Agent may finish any work in process and affix any Trademark trademark owned by or licensed to such the Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remediesV, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein. Notwithstanding the foregoing, the Collateral Agent agrees not to exercise any rights or remedies granted pursuant to this Section 5.4 unless an Event of Default has occurred and is continuing.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies (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), each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to any Grantor) ), including in such license the right to use, license license, sublicense or sublicense practice any Intellectual Property Rights now owned or hereafter acquired by 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 computer software Software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Lender to exercise the rights and remedies under this Article V at such time as the Collateral Agent Lender shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral AgentLender, for the benefit of the Collateral Agent itself and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent Lender may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral AgentLender’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Agent Lender may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies following the occurrence and during the continuation of an Event of Default, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured PartiesLenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property property Rights now owned or hereafter acquired by such any 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s the Grantors’ Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Grantors’ Inventory from such any 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 such any Grantor and any Inventory that is covered by any Copyright owned by or licensed to such any Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such any Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies (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), each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive worldwide license or sublicense, as applicable (exercisable without payment of royalty or other compensation to any Grantor) ), including in such license the right to use, license license, sublicense, practice or sublicense otherwise exercise such Grantor’s rights in and to any Intellectual Property Rights (whether or not Collateral) now owned or hereafter acquired by 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 computer software Software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Patent or Copyright owned by or licensed to such Grantor and the Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article ARTICLE V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each the Grantor hereby (a) grants to the Collateral Agent, for itself and for the benefit of the Collateral Agent other Agents and the Secured PartiesLenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any the Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by such 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such the Grantor’s 's Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s 's Inventory from such the Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s 's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such the Grantor and any Inventory that is covered by any Copyright owned by or licensed to such the Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such the Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the sole purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V and only at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantorof the Grantors) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by such Grantorany of the Grantors, 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor’s the Inventory of any Grantor directly to any person, including without limitation persons who have previously purchased the Grantor’s Grantors' Inventory from such Grantor the Grantors and in connection with any such sale or other enforcement of the Collateral Agent’s 's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor any of the Grantors and any Inventory that is covered by any Copyright owned by or licensed to such Grantor any of the Grantors and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor any of the Grantors and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as VI upon the Collateral Agent shall be lawfully entitled to exercise such rights occurrence and remediesduring the continuation of an Event of Default, each Grantor Obligor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, a nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) Obligor), including in such license the right to use, license license, sublicense or sublicense practice any Intellectual Property Rights now owned or hereafter acquired by such GrantorObligor, 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such GrantorObligor’s Inventory directly to any person, including without limitation persons who have previously purchased the GrantorObligor’s Inventory from such Grantor Obligor 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 such Grantor Obligor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor Obligor and the Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to such Grantor Obligor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under the Credit Agreement and each other Loan Document, including under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights (including, without limitation Trademarks and customer lists) now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under the Credit Agreement, this Security AgreementAgreement or any other Loan Document, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Note Collateral Agent to exercise the rights and remedies under this Article V at and during the continuance of such time as the Note Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby hereby, to the extent permitted by the applicable license or sublicense (a) grants to the Note Collateral Agent, for the benefit of the Note Collateral Agent and the Noteholder Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights now owned or rights hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Note Collateral Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Note Collateral Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is may be covered by any Copyright owned by or licensed to such Grantor in the future and the Note Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor at such time and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any such Grantor) to use, license or sublicense any Intellectual Property Rights and all Patent, Trademarks, Copyrights and intellectual property rights and Licenses now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein; provided, however, that Administrative Agent may only exercise its license and rights under clauses (a) and (b) during the existence of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each the Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured PartiesLenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any the Grantor) to use, license or sublicense any Intellectual Property property Rights now owned or hereafter acquired by such 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such the Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such the 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 such the Grantor and any Inventory that is covered by any Copyright owned by or licensed to such the Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such the Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s 's or any other Grantor's Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s any such Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s 's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at and during the continuance of such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies in accordance with the Intercreditor Agreement, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright Intellectual Property owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark trademark constituting Intellectual Property owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any such Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein; provided, however, that Administrative Agent may only exercise its license and rights under clauses (a) and (b) during the existence of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocableirrevocable (subject to termination under Section 8.14), nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Agent and the Secured PartiesCreditors, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s 's Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s 's Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s 's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V and under the IP Security Agreements, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured PartiesLenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Lender to exercise the rights and remedies under this Article V at such time as the Collateral Agent Lender shall be lawfully entitled to exercise such rights and remedies, each the Grantor hereby (a) grants to the Collateral AgentLender, for the benefit of the Collateral Agent itself and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any the Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by such 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent Lender may sell any of such the Grantor’s 's Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s 's Inventory from such the Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s Lender's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such the Grantor and any Inventory that is covered by any Copyright owned by or licensed to such the Grantor and the Agent Lender may finish any work in process and affix any Trademark owned by or licensed to such the Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each the Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured Canadian Lender Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any the Grantor) to use, license or sublicense any Intellectual Property Rights rights now owned or hereafter acquired by such 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such the Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such the 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 such the Grantor and any Inventory that is covered by any Copyright owned by or licensed to such the Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such the Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured other Lender Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Restated Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright or other Intellectual Property owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor to the same extent as if it was such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral US Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral US Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral US Administrative Agent, for the benefit of the Collateral US Administrative Agent and the Secured PartiesLenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property property Rights now owned or hereafter acquired by such any 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral US Administrative Agent may sell any of such Grantor’s the Grantors' Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Grantors' Inventory from such a Grantor and in connection with any such sale or other enforcement of the Collateral US Administrative Agent’s 's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such any Grantor and any Inventory that is covered by any Copyright owned by or licensed to such any Grantor and the US Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such any Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For Subject to the terms of the Intercreditor Agreement, for the sole purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V and only at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remediesremedies (subject to the terms of the Intercreditor Agreement), each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantorof the Grantors) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by such Grantorany of the Grantors, 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor’s the Inventory of any Grantor directly to any person, including without limitation persons who have previously purchased the Grantor’s Grantors' Inventory from such Grantor the Grantors and in connection with any such sale or other enforcement of the Collateral Agent’s 's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor any of the Grantors and any Inventory that is covered by any Copyright owned by or licensed to such Grantor any of the Grantors and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor any of the Grantors and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies and after the occurrence and during the continuance of an Event of Default (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), each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to any Grantor) ), including in such license the right to use, license license, sublicense or sublicense practice any Intellectual Property Rights now owned or hereafter acquired by 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 computer software Software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s 's Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s 's Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s 's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured PartiesLenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Registered Proprietary Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.. The Collateral Agent and the Grantors agree that any irrevocable, nonexclusive license granted hereunder may be used by the Collateral Agent only during the continuance of an Event of Default and in connection with the exercise the rights and remedies under this Article V.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies following the occurrence and during the continuation of an Event of Default (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), each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to any Grantor) ), including in such license the right to use, license license, sublicense or sublicense practice any Intellectual Property Rights now owned or hereafter acquired by 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 computer software Software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, but in each case subject to the limitations and exclusions set forth in Article II hereof, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured PartiesLenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable after the occurrence and during the continuance of an Event of Default without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that after the occurrence and during the continuance of an Event of Default the Collateral Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies and subject to the terms of the ABL-Term Loan Intercreditor Agreement, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of itself, the Collateral Canadian Administrative Agent and the Secured PartiesCanadian Lenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s 's Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s 's Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s 's rights under this Canadian Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Lender to exercise the rights and remedies under this Article V at such time as the Collateral Agent Lender shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral AgentLender, for the benefit of the Collateral Agent itself and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by such any 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent Lender may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Agentsuch Lender’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Agent Lender may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Lender to exercise the rights and remedies under this Article V at such time as the Collateral Agent Lender shall be lawfully entitled to exercise such rights and remedies, each Grantor the Borrower hereby (a) grants to the Collateral AgentLender, for the benefit of the Collateral Agent itself and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantorthe Borrower) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by such Grantorthe Borrower, 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent Lender may sell any of such Grantor’s the Borrower's Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Borrower's Inventory from such Grantor the Borrower and in connection with any such sale or other enforcement of the Collateral Agent’s Lender's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor the Borrower and any Inventory that is covered by any Copyright owned by or licensed to such Grantor the Borrower and the Agent Lender may finish any work in process and affix any Trademark owned by or licensed to such Grantor the Borrower and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured PartiesLenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any such Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein. The use of such license by the Administrative Agent shall be exercised, at the Administrative Agent’s option, only upon the occurrence and during the continuation of an Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies and subject to the terms of the ABL-Term Loan Intercreditor Agreement, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of itself, the Collateral Canadian Administrative Agent and the Secured PartiesLenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s 's Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s 's Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s 's rights under this US Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor the Grantors hereby (a) grants grant to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantorthe Grantors) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by such Grantorthe Grantors, 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s the Grantors’ Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Grantors’ Inventory from such Grantor the Grantors 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 such Grantor the Grantors and any Inventory that is covered by any Copyright owned by or licensed to such Grantor the Grantors and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor the Grantors and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Secured Parties to exercise the rights and remedies under this Article V at such time as the Collateral Agent Secured Parties shall be lawfully entitled to exercise such rights and remedies, each the Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, Parties an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any the Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by such 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent Secured Parties may sell any of such the Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such the Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s Secured Parties’ rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such the Grantor and any Inventory that is covered by any Copyright owned by or licensed to such the Grantor and the Agent Secured Parties may finish any work in process and affix any Trademark owned by or licensed to such the Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or (if contractually permitted) sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each the Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured PartiesLenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any the Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by such 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such the Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such the 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 trademark owned by or licensed to such the Grantor and any Inventory that is covered by any Copyright copyright owned by or licensed to such the Grantor and the Administrative Agent may finish any work in process and affix any Trademark trademark owned by or licensed to such the Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V and under the IP Security Documents, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured PartiesLenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor’s 's Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s 's Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s 's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Lender to exercise the rights and remedies under this Article V at such time as the Collateral Agent Lender shall be lawfully entitled to exercise such rights and remedies, each Grantor the Borrower hereby (a) grants to the Collateral AgentLender, for the benefit of the Collateral Agent itself and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantorthe Borrower) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by such Grantorthe Borrower, 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent Lender may sell any of such Grantor’s the Borrower's Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Borrower's Inventory from such Grantor the Borrower and in connection with any such sale or other enforcement of the Collateral AgentLender’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor the Borrower and any Inventory that is covered by any Copyright owned by or licensed to such Grantor the Borrower and the Agent Lender may finish any work in process and affix any Trademark owned by or licensed to such Grantor the Borrower and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Agent itself and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including including, without limitation limitation, persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For Subject to the terms of the Intercreditor Agreement, for the purpose of enabling the Collateral Agent Agent, during the continuance of an Event of Default, to exercise the rights and remedies under this Article V Section 9 hereof at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby (a) grants to the Collateral Agent, for to the benefit of the Collateral Agent and the Secured Partiesextent assignable, an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to any such Grantor) to use, assign, license or sublicense any of the Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof hereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor’s 's Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s 's Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s 's rights under this Security Agreement, Agreement may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as following the Collateral Agent shall be lawfully entitled to exercise such rights occurrence and remediesduring the continuance of an Event of Default, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured PartiesLenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any such Grantor) to use, license or sublicense any Intellectual Property Rights Patents, Trademarks or Copyrights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor’s 's Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s 's Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s 's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured Lender Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Noteholder Collateral Agent to exercise the rights and remedies under this Article V at and during the continuance of such time as the Noteholder Collateral Agent shall be lawfully entitled to exercise such rights and remediesremedies in accordance with the Intercreditor Agreement, each Grantor hereby (a) grants to the Noteholder Collateral Agent, for the benefit of the Noteholder Collateral Agent and the Noteholder Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Noteholder Collateral Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Noteholder Collateral Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Noteholder Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For Solely for the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment license, subject, in the case of royalty or other compensation Trademarks, to any Grantor) sufficient rights to usequality control and inspection in favor of such Grantor to avoid the risk of invalidation of said Trademarks, license or sublicense to use any Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may thereof, in order to sell any of such Grantor’s or any other Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s any such Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Security Agreement, may sell including Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (in each case, only to the extent permitted by such Licenses); provided, however, in connection with the sale of such Inventory the Collateral Agent complies with any and the Agent may finish any work in process all provisions under such Licenses and affix any Trademark owned by or licensed to such Grantor and does not otherwise sell such Inventory as provided hereinin a manner that dilutes or damages any Trademark or Infringes the Intellectual Property rights of any third party.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Secured Party to exercise the rights and remedies under this Article V Agreement at such time as the Collateral Agent Secured Party shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral AgentSecured Party, for the benefit of the Collateral Agent itself and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof thereof, and (b) irrevocably agrees that the Collateral Agent Secured Party may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s Inventory from such any Grantor and in connection with any such sale or other enforcement of the Collateral AgentSecured Party’s rights under this Security Agreement, may sell Inventory which bears any Trademark trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright copyright owned by or licensed to such Grantor and the Agent Secured Party may finish any work in process and affix any Trademark trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each the Grantor hereby during the continuation of an Event of Default and to the extent permitted by any applicable agreements (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured PartiesLenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any the Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by such 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such the Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such the 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 such the Grantor and any Inventory that is covered by any Copyright owned by or licensed to such the Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such the Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Secured Party to exercise the rights and remedies under this Article V Agreement at such time as the Collateral Agent Secured Party shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral AgentSecured Party, for the benefit of the Collateral Agent itself and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent Secured Party may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral AgentSecured Party’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Agent Secured Party may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V at such time as following the Collateral Agent shall be lawfully entitled to exercise such rights occurrence and remediesduring the continuance of an Event of Default, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured PartiesHolders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For Solely for the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V VI at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies after the occurrence and during the continuance of an Event of Default, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V VI at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) ), to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright or other Intellectual Property owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor to the same extent as if it was such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Agent itself and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein. Upon the termination of the Credit Agreement, the grant under this Security Agreement shall co-terminate.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Secured Party to exercise the rights and remedies under this Article V at such time as the Collateral Agent Secured Party shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral AgentSecured Party, for the benefit of the Collateral Agent and the Secured PartiesCreditors, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent Secured Party may sell any of such Grantor’s 's Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s 's Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s Secured Party's rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Agent Secured Party may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies (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) and until the Secured Obligations have been Paid in Full, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive worldwide license (exercisable without payment of royalty or other compensation to any Grantor) ), including in such license the right to use, license license, sublicense or sublicense practice any Intellectual Property Rights now owned or hereafter acquired by 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 computer software Software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Lender to exercise the rights and remedies under this Article V at such time as the Collateral Agent Lender shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral AgentLender, for the benefit of the Collateral Agent itself and the other Secured Parties, an irrevocable, a nonexclusive license (exercisable without payment of royalty or other compensation to any GrantorGrantor and only after the occurrence and during the continuation of an Event of Default) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent Lender may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral AgentLender’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Agent Lender may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any such Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s or any other Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s any such Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Secured Party to exercise the rights and remedies under this Article V Agreement at such time as the Collateral Agent Secured Party ​ ​ shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral AgentSecured Party, for the benefit of the Collateral Agent itself and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent Secured Party may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral AgentSecured Party’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Agent Secured Party may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor’s or any other Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s any such Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the Secured PartiesLenders, to the extent permitted without the consent of a third party, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For The Collateral Agent is hereby granted a license or other right to use for non-competitive purposes, following the purpose occurrence and during the continuance of enabling an Event of Default, without charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, Trademarks, customer lists and 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 Collateral, and, following the occurrence and during the continuance of an Event of Default, such Grantor’s rights under all licenses and all franchise agreements shall inure to the Collateral Agent to exercise the rights and remedies under this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remediesAgent’s benefit. In addition, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may may, following the occurrence and during the continuance of an Event of Default, sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor 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 such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies and subject to the terms of the ABL-Term Loan Intercreditor Agreement, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of itself, the Collateral Canadian Administrative Agent and the Secured PartiesLenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s 's Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s 's Inventory from such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s 's rights under this Canadian Cross-Border Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by such any 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s the Grantors’ Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Grantors’ Inventory from such a 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 such any Grantor and any Inventory that is covered by any Copyright owned by or licensed to such any Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such any Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Lender to exercise the rights and remedies under this Article V at such time as the Collateral Agent Lender shall be lawfully entitled to exercise such rights and remedies, each the Grantor hereby (a) grants to the Collateral AgentLender, for the benefit of the Collateral Agent itself and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any the Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights now owned or hereafter acquired by such 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent Lender may sell any of such the Grantor’s 's Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s 's Inventory from such the Grantor and in connection with any such sale or other enforcement of the Collateral AgentLender’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such the Grantor and any Inventory that is covered by any Copyright owned by or licensed to such the Grantor and the Agent Lender may finish any work in process and affix any Trademark owned by or licensed to such the Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Agent, to the extent permitted by law and reasonably necessary to permit the exercise of any of Collateral Agent’s rights or remedies under this Article V, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights Patent, Trademark, Copyright or other intellectual property now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Agent may sell any of such Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights intellectual property rights constituting Collateral now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that the Collateral Administrative Agent may sell any of such Grantor’s Inventory constituting Collateral directly to any person, including without limitation persons who have previously purchased the Grantor’s Inventory from 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 constituting Collateral which bears any Trademark owned by or licensed to such Grantor and any Inventory constituting Collateral that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under this Article V VI at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Collateral Administrative Agent, for the benefit of the Collateral Administrative Agent and the other Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) ), to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof and (b) irrevocably agrees that that, subject to the Collateral Order, the Administrative Agent may sell any of such Grantor’s Inventory directly to any personPerson, including without limitation persons Persons who have previously purchased the Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright or other Intellectual Property owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor to the same extent as if it was such Grantor and sell such Inventory as provided herein.

Grant of Intellectual Property License. For The Administrative Agent is hereby granted a license or other right to use for non-competitive purposes, following the purpose occurrence and during the continuance of enabling an Event of Default, without charge, each Grantor’s labels, Patents, Copyrights, rights of use of any name, trade secrets, Trademarks, customer lists and advertising matter, or any property of a similar nature, as it pertains to the Collateral Agent Collateral, in completing production of, advertising for sale, and selling any Collateral, and, following the occurrence and during the continuance of an Event of Default, such Grantor’s rights under all licenses and all franchise agreements shall inure to exercise the rights and remedies under this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remediesAdministrative Agent’s benefit. In addition, each Grantor hereby (a) grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to use, license or sublicense any Intellectual Property Rights now owned or hereafter acquired by 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 computer software and programs used for the compilation or printout thereof 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 Grantor’s Inventory directly to any person, including without limitation persons who have previously purchased the such Grantor’s Inventory from 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 such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.