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 Section 16 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, upon the occurrence and during the continuation of an Actionable Default, use, license or sublicense any Intellectual Property rights now owned or hereafter acquired or created 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, upon the occurrence and during the continuation of an Actionable Default, sell any of such Grantor’s Inventory directly to any Person, including, without limitation, Persons who have previously purchased such Grantor’s Inventory from any Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to any Grantor and any Inventory that is covered by any Copyright owned by or licensed to any Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to any Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 at such time as this Article V upon 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 other Secured Parties, an irrevocable, nonexclusive non-exclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) toto use any Patents, upon the occurrence Trademarks, Copyrights, trade secrets and during the continuation of an Actionable Default, use, license or sublicense any Intellectual Property other intellectual property rights now owned or hereafter acquired or created 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; provided that the quality of the goods and services offered under any trademarks included in such license shall be maintained at a level substantially consistent with the quality prevailing immediately prior to the Event of Default or any lesser standard of quality approved by the licensor and (b) without limiting the generality of the foregoing, irrevocably agrees that the Collateral Administrative Agent may, upon the occurrence and during the continuation of an Actionable Default, or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Person, including, without limitation, Persons who have previously purchased such the Grantor’s Inventory from any such Grantor and and, in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Security Agreement, the Administrative Agent may sell or otherwise transfer Inventory which bears any Trademark is covered by any Patent, or exploits any Copyright in each case, whether owned by or licensed to such Grantor, (ii) complete, or authorize the completion of any Grantor and any Inventory that is covered by any Copyright owned by or licensed to any Grantor and the Collateral Agent may finish any work in work-in-process and affix any Trademark owned by or licensed to any such Grantor thereto and sell or otherwise transfer such Inventory as provided hereinInventory, subject, in and (iii) advertise the case sale or other transfer of Trademarks, any inventory under any Trademarks or Copyrights owned by or license to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such TrademarksGrantor.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 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) to), upon including in such license the occurrence and during the continuation of an Actionable Default, 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 or created 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Patent or Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 this Article V, upon the occurrence and during the continuation of an Event of Default, 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, upon the occurrence and during the continuation of an Actionable Default, to use, license or sublicense any Intellectual Property intellectual property rights now owned or hereafter acquired or created 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, subject, in the case of Trademarks, to quality controls sufficient to maintain the validity of such Trademarks and such Grantor’s rights therein and (b) irrevocably agrees that the Collateral Administrative Agent may, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Copyright or Patent owned by or licensed to any such Grantor and the Collateral Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 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) to), upon including in such license the occurrence and during the continuation of an Actionable Default, right to use, license license, sublicense or sublicense practice any Intellectual Property rights now owned or hereafter acquired or created 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such the Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein. Each licenses, subjectsub-license, or other transaction entered into by the Administrative Agent in the case accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure or waiver of Trademarks, to sufficient rights to quality control and inspection in favor an Event of such Grantor to avoid the risk of invalidation of such TrademarksDefault.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 this Article V after and during the continuance of an Event of Default 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, upon the occurrence and during the continuation of an Actionable Default, to use, license or sublicense any Intellectual Property intellectual property rights now owned or hereafter acquired or created 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such the Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein, subject, . The foregoing rights are subject to the Administrative Agent using all Intellectual Property substantially in a manner consistent with that used by each Grantor prior to the case Event of Trademarks, to sufficient rights to Default and substantially the same level of quality control as the same or similar products and inspection in favor services of such Grantor prior to avoid the risk Event of invalidation Default, in each case, to the extent necessary to preserve the validity of such TrademarksIntellectual Property.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 this Agreement 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 Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to, upon the occurrence and during the continuation of an Actionable Default, to use, license or sublicense any Intellectual Property rights now owned or hereafter acquired or created 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, the right to prosecute and maintain all Intellectual Property and the right to xxx for past infringement of the Intellectual Property; and (b) irrevocably agrees that the Collateral Administrative Agent may, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such the Grantor’s Inventory from any such Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to any such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent Agent, during the continuance of an Event of Default, to exercise the rights and remedies under Section 16 ARTICLE VII 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 Pledgor 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 Grantor) touse, upon the occurrence and during the continuation of an Actionable Default, useassign, license or sublicense any of the Intellectual Property rights Collateral now owned or hereafter acquired or created by such GrantorPledgor, and wherever the same may be located, and including in such . Such license shall include access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and hereof; provided, however, that nothing in this Section 5.1 shall require Pledgors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, to the extent permitted by the Term Loan Credit Agreement, with respect to such property (b) irrevocably agrees in each case after giving effect to anti-assignment provisions of applicable law); provided, further, that nothing in the foregoing license grant shall be construed as granting the Collateral Agent mayrights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Pledgor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Pledgor by a third party, upon the extent to which such Pledgor has the right to grant a sublicense to such Intellectual Property Collateral hereunder (in each case after giving effect to anti-assignment provisions of applicable law)). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default; provided that such license is a present grant. Upon the occurrence and during the continuation continuance of an Actionable Event of Default, sell any of such Grantor’s Inventory directly to any Person, including, without limitation, Persons who have previously purchased such Grantor’s Inventory from any Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to any Grantor and any Inventory that is covered by any Copyright owned by or licensed to any Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed also exercise the rights afforded under Section 7.1 of this Agreement with respect to any Grantor and sell such Inventory as provided herein, subject, Intellectual Property Collateral contained in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such TrademarksGeneral Collateral.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 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 or charge to any Grantor) toor other right to use, upon license or sublicense, following the occurrence and during the continuation continuance of an Actionable Event of Default, useeach Grantor’s labels, license Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks, customer lists, advertising matter and any other intellectual property rights or sublicense any Intellectual Property rights property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral, now owned or hereafter acquired or created 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 this Article VI 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) to), upon including in such license the occurrence and during the continuation of an Actionable Default, right to use, license license, sublicense or sublicense practice any Intellectual Property rights now owned or hereafter acquired or created 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such the Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 this Article V with respect to Collateral, 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) to), upon the occurrence and during the continuation of an Actionable Default, to use, license license, sublicense or sublicense practice any Intellectual Property rights now owned or hereafter acquired or created 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Person, including, without limitation, Persons who that have previously purchased such the Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein. Notwithstanding the foregoing, subject, nothing in this Agreement or any Loan Document shall be construed to grant any Lien or security interest in the case Intellectual Property of Trademarksany Grantor, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such TrademarksIntellectual Property shall remain at all times Excluded Assets.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 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) to), upon including in such license the occurrence and during the continuation of an Actionable Default, right to use, license license, sublicense or sublicense practice any Intellectual Property rights now owned or hereafter acquired or created 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory assets directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such Grantor’s Inventory assets from any 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 any asset which bears any Trademark owned by or licensed to any such Grantor and any Inventory asset that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory asset as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 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) to), upon including in such license the occurrence and during the continuation of an Actionable Default, right to use, license license, sublicense or sublicense practice any Intellectual Property rights now owned or hereafter acquired or created 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such the Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under Section 16 this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remediesremedies and during 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 PartiesLenders, , subject to the terms of the Closing Date Intercreditor Agreements, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to, upon the occurrence and during the continuation of an Actionable Default, to use, license or sublicense any Intellectual Property intellectual property rights now owned or hereafter acquired or created 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 mayAgent, upon subject to the occurrence and during terms of the continuation of an Actionable DefaultClosing Date Intercreditor Agreements, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such the Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 this Article V after and during the continuance of an Event of Default 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, upon the occurrence and during the continuation of an Actionable Default, to use, license or sublicense any Intellectual Property intellectual property rights now owned or hereafter acquired or created 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such the Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein, subject, in the each case of Trademarkswhether under clause (a) or clause (b), to sufficient rights to quality control and inspection in favor the extent allowed under the terms or limitation of any such Grantor to avoid the risk of invalidation of such Trademarkslicense or other agreement.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 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 or charge to any Grantor) toor other right to use, upon license or sublicense, following the occurrence and during the continuation continuance of an Actionable Event of Default, useeach Grantor’s labels, license Patents, Copyrights, rights of use of any name, trade secrets, trade names, Trademarks, service marks, customer lists, advertising matter and any other intellectual property rights or sublicense any Intellectual Property rights property of a similar nature, as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral, now owned or hereafter acquired or created 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 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) to), upon including in such license the occurrence and during the continuation of an Actionable Default, right to use, license license, sublicense or sublicense practice any Intellectual Property rights now owned or hereafter acquired or created 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory assets directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such the Grantor’s Inventory assets from any 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 any asset which bears any Trademark owned by or licensed to any such Grantor and any Inventory asset that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory asset as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 this Article V, upon the occurrence and during the continuation of an Event of Default, 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, upon the occurrence and during the continuation of an Actionable Default, to use, license or sublicense any Intellectual Property intellectual property rights now owned or hereafter acquired or created 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, subject, in the case of Trademarks, to quality controls sufficient to maintain the validity of such Trademarks and such Grantor’s rights therein and (b) irrevocably agrees that the Collateral Administrative Agent may, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Copyright or Patent owned by or licensed to any such Grantor and the Collateral Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks. 5.

Grant of Intellectual Property License. For Solely for the purpose of enabling enabling, and solely to the Collateral extent necessary to enable, the Administrative Agent to exercise the rights and remedies to prepare for sale, market and sell Inventory under Section 16 this Article V at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each U.S. 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 U.S. Grantor) to, upon the occurrence and during the continuation of an Actionable Default, to use, license or sublicense any Intellectual Property rights now owned or hereafter acquired or created by such U.S. 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such U.S. Grantor’s Inventory directly to any Personperson, includingand, without limitation, Persons who have previously purchased such Grantor’s Inventory from any Grantor and in connection with any such sale or other enforcement of the Collateral Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to any such U.S. Grantor and any Inventory that is covered by any Copyright owned by or licensed to any Grantor such U.S. Grantor, and the Collateral Administrative Agent may finish any work in process using any Patent (or other Intellectual Property) owned by or licensed to such U.S. Grantor and affix any appropriate Trademark owned by or licensed to any such U.S. Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor . The use of such Grantor to avoid license by the risk Administrative Agent may be exercised, at the option of invalidation the Administrative Agent, only upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith and in connection with the exercise of the Administrative Agent’s remedies hereunder shall be binding upon the U.S. Grantors notwithstanding any subsequent cure of such TrademarksEvent of Default. All actions taken by the Administrative Agent pursuant to this Article V, as well as the Administrative Agent’s use of any trade secrets or other Intellectual Property pursuant to this Agreement, shall be subject to the confidentiality restrictions set forth in Section 9.12 of the Credit Agreement.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 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 (ai) 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) to), upon including in such license the occurrence and during the continuation of an Actionable Default, right to use, license license, sublicense or sublicense practice any Intellectual Property rights now owned or hereafter acquired or created 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 thereof, and (bii) irrevocably agrees that the Collateral Administrative Agent may, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such the Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may (but shall have no obligation to) finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Section 16 4.09, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remediesremedies following the occurrence of and during 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 Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to, upon the occurrence and during the continuation of an Actionable Default, to use, license or sublicense sublicense, during the continuance of an Event of Default, any Intellectual Property rights now owned or licensed (to the extent such Grantor has the right to grant a license or sublicense in the underlying license) or hereafter acquired by or created by licensed to such Grantor, and wherever the same may be locatedlocated (and with respect to Trademarks, subject to reasonable quality control), 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 the right (but not the obligation) to prosecute and maintain all Intellectual Property of such Grantor and the right to xxx for past infringement of the Intellectual Property; and (b) irrevocably agrees that the Collateral Agent may, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Person, including, without limitation, including Persons who have previously purchased such the Grantor’s Inventory from any such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to any Grantor and any Inventory that is covered by any Copyright owned by or licensed to any Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to any Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such TrademarksGrantor.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies under Section 16 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 Parties, an irrevocable, Lenders a nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to, upon Grantor and only during the occurrence of and during the continuation of an Actionable Default, Event of Default and after acceleration of the Obligations) to use, license or sublicense any Intellectual Property rights now owned or hereafter acquired or created 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such the Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein. With respect to the Trademarks licensed to the Administrative Agent under the foregoing license, subject, in prior to any acceleration of the case of Trademarks, Obligations the license shall be subject to sufficient rights to Administrative Agent’s compliance with commercially reasonable quality control and inspection in favor of such Grantor provisions provided by Grantor, as amended from time to avoid the risk of invalidation of such Trademarkstime.

Grant of Intellectual Property License. For the purpose of enabling the Collateral Agent to exercise the rights and remedies under Section 16 this Article V at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remediesremedies and during 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 Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to any Grantor) to, upon the occurrence and during the continuation of an Actionable Default, to use, license or sublicense any Intellectual Property Patents, Trademarks, Copyrights or other intellectual property rights now owned or hereafter acquired or created 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s 's Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such the Grantor’s 's Inventory from any such Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s 's rights under this AgreementSecurity Agreement or the other Loan Documents (including the Orders), may sell Inventory which bears any 203367025 v9 Trademark owned by or licensed to any such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any Grantor such Grantor, in each case, subject to such licenses and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein. Further, subjectif any Event of Default shall have occurred and be continuing, in upon the case written demand of Trademarksthe Collateral Agent, each Grantor shall execute and deliver to sufficient rights the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to quality control carry out the intent and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarkspurposes hereof.

Grant of Intellectual Property License. For Subject to Section 9.6, upon the occurrence and during the continuance of an Event of Default, for the purpose of enabling the Collateral Agent to exercise the rights and remedies under this Section 16 9 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 extent of such Grantor’s rights therein and to the extent permitted by the applicable Law, licenses or other agreements relating thereto, an irrevocable (during the continuation of an Event of Default) non-exclusive, non-transferrable, limited license, subject, in the case of Trademarks constituting Collateral, to sufficient rights in favor of such Grantor to quality control and inspection relating to the nature and quality of goods and services to be offered in connection with such Trademarks to avoid the risk of invalidation of such Trademarks and subject, in the case of Trade Secrets, to standard confidentiality obligations, to use or sublicense any of the Intellectual Property included in the Collateral Agent and now owned or hereafter acquired by such Grantor, wherever the Secured Partiessame may be located, an irrevocable, nonexclusive such license (being exercisable without payment of royalty or other compensation to any Grantor) to, upon the occurrence and during the continuation of an Actionable Default, use, license or sublicense any Intellectual Property rights now owned or hereafter acquired or created by such Grantor; provided that all goodwill arising from any licensed or sublicensed use of any such Trademarks constituting Collateral shall inure to the benefit of the applicable Grantor and provided further that upon termination of the Event of Default and so long as no other Event of Default has occurred and is continuing, and wherever any license, sublicense or other transaction entered into by the same may be located, and including Collateral Agent in such accordance herewith shall immediately terminate. Such license shall include 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, upon the occurrence and during the continuation of an Actionable Default, sell any of such Grantor’s Inventory directly to any Person, including, without limitation, Persons who have previously purchased such Grantor’s Inventory from any Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to any Grantor and any Inventory that is covered by any Copyright owned by or licensed to any Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to any Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarkshereof.

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 Section 16 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 assignable, an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to any Grantorsuch Obligor) to, upon the occurrence and during the continuation of an Actionable Default, to use, license or sublicense any of the Intellectual Property rights now owned or hereafter acquired or created 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 Agent may, upon the occurrence and during the continuation of an Actionable Default, sell any of such Grantor’s Inventory directly to any Person, including, without limitation, Persons who have previously purchased such Grantor’s Inventory from any Grantor and in connection with any such sale or other enforcement of the Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to any Grantor and any Inventory that is covered by any Copyright owned by or licensed to any Grantor and the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to any Grantor and sell such Inventory as provided hereinhereof, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor Obligor to avoid the risk of invalidation of said Trademarks, and (b) irrevocably agrees that the Collateral Agent may sell any of such TrademarksObligor’s Inventory directly to any person, including without limitation persons who have previously purchased such Obligor’s Inventory from such Obligor and in connection with any such sale or other enforcement of the Collateral owned by or licensed to such Obligor and any Inventory that is covered by any Copyright owned by or licensed to such Obligor, the Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such 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 Section 16 this Article V, upon the occurrence and during the continuation of an Event of Default, 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, upon the occurrence and during the continuation of an Actionable Default, to use, license or sublicense any Intellectual Property intellectual property rights now owned or hereafter acquired or created 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, subject, in the case of Trademarks, to quality controls sufficient to maintain the validity of such Trademarks and such Grantor’s rights therein and (b) irrevocably agrees that the Collateral Administrative Agent may, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such Grantor’s Inventory from any 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 any such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks.

Grant of Intellectual Property License. For the sole and limited purpose of enabling the Collateral Administrative Agent to exercise the rights and remedies permitted under Section 16 this Article V only 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 PartiesCreditors, an irrevocablea nonexclusive, nonexclusive irrevocable license (exercisable without payment of royalty or other compensation to any Grantor) to, upon the occurrence and during the continuation of an Actionable Default, to use, license or sublicense any Intellectual Property intellectual property rights now owned or hereafter acquired or created by such GrantorGrantor (only to the extent Grantor has the right to grant any such rights), and wherever the same may be located, and including in such license access to all media owned or licensed by Grantor 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, upon the occurrence and during the continuation of an Actionable Default, may sell any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased such the Grantor’s Inventory from any 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 (to the extent permitted under any such licenses) such Grantor and any Inventory that is covered by any Copyright owned by or licensed to any such Grantor and the Collateral Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to any such Grantor and sell such Inventory as provided herein, subject, in . Any license granted pursuant to this Section shall not be effective unless and until the case Administrative Agent shall exercise its rights or remedies under this Article V and shall terminate upon the termination of Trademarks, this Security Agreement pursuant to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such TrademarksSection 8.14.