Common use of Grant of Intellectual Property License Clause in Contracts

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon the occurrence and during the continuance of an Event of Default, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) to use any Patents, Trademarks, Copyrights, trade secrets and other 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; 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 Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory 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 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 work-in-process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to Grantor.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Collateral Agent to exercise the rights and remedies under this Article V upon Section 16 at such time as the occurrence Collateral Agent shall be lawfully entitled to exercise such rights and during the continuance of an Event of Defaultremedies, each Grantor hereby (a) grants to the Administrative Collateral Agent, for the benefit of the Administrative Collateral Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) to use to, upon the occurrence and during the continuation of an Actionable Default, use, license or sublicense any Patents, Trademarks, Copyrights, trade secrets and other 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; 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 thereof and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Collateral Agent or its designee may (i) may, upon the occurrence and during the continuation of an Actionable Default, sell or otherwise transfer 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, and in connection with any such sale or other enforcement of the Administrative Collateral 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, any Grantor and any Inventory that is covered by any Copyright owned by or authorize licensed to any Grantor and the completion of Collateral Agent may finish any work-in-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 thereto and sell or otherwise transfer to avoid the risk of invalidation of such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to GrantorTrademarks.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon the occurrence and Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under 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 Administrative Collateral Agent, for to the benefit of the Administrative Agent and the other Secured Partiesextent assignable, an irrevocable, non-exclusive license with rights to use, assign, license or sublicense any of sublicense (exercisable without payment of royalty or other compensation to any Grantor) to use any Patents, Trademarks, Copyrights, trade secrets and other intellectual property rights the Intellectual Property Collateral now owned or hereafter acquired 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 thereofhereof; 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 (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 rights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Pledgor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Pledgor by a third party, the extent to which such Pledgor has the right to grant a sublicense to such Intellectual Property Collateral hereunder (in each case after giving effect to anti-assignment 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 the quality of the goods and services offered under any trademarks included in such license shall be maintained at is a level substantially consistent with present grant. Upon the quality prevailing immediately prior to occurrence and during the continuance of an 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 Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory 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 Administrative Agent’s rights under this Security AgreementDefault, the Administrative Collateral Agent may sell or otherwise transfer Inventory which bears any Trademark is covered by any Patent, or exploits any Copyright also exercise the rights afforded under Section 7.1 of this Agreement with respect to Intellectual Property Collateral contained in each case, whether owned by or licensed to such Grantor, (ii) complete, or authorize the completion of any work-in-process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to GrantorGeneral Collateral.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon at such time as the occurrence Administrative Agent shall be lawfully entitled to exercise such rights and during the continuance of an Event of Defaultremedies (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 Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive worldwide license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) ), including in such license the right to use use, license, sublicense or practice any Patents, Trademarks, Copyrights, trade secrets and other intellectual property rights 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 Software and programs used for the compilation or printout 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 thereof and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the 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, Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (iibut shall have no obligation to) complete, or authorize the completion of finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such InventoryInventory as provided herein. Each licenses, and (iii) advertise the sale sub-license, or other transfer transaction entered into by the Administrative Agent in accordance herewith shall be binding upon each Grantor notwithstanding any subsequent cure or waiver of any inventory under any Trademarks or Copyrights owned by or license to Grantoran Event of Default.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V V, upon the occurrence and during the continuance continuation of an Event of Default, at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) to use use, license or sublicense any Patents, Trademarks, Copyrights, trade secrets and other 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; provided that , subject, in the case of Trademarks, to quality controls sufficient to maintain the validity of the goods such Trademarks 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 Grantor’s rights therein and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the such Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the 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, Grantor and any Inventory that is covered by any Copyright or authorize Patent owned by or licensed to such Grantor and the completion of Administrative Agent may finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to GrantorInventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon the occurrence after and during the continuance of an Event of DefaultDefault at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) to use use, license or sublicense any Patents, Trademarks, Copyrights, trade secrets and other 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; 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 thereof and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the 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, Grantor and any Inventory that is covered by any Copyright owned by or authorize licensed to such Grantor and the completion of Administrative Agent may finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell such Inventory as provided herein. 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 Event of Default and substantially the same level of quality as the same or otherwise transfer similar products and services of such InventoryGrantor prior to the Event of Default, and (iii) advertise in each case, to the sale or other transfer extent necessary to preserve the validity of any inventory under any Trademarks or Copyrights owned by or license to Grantorsuch Intellectual Property.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon at such time as the occurrence Administrative Agent shall be lawfully entitled to exercise such rights and during the continuance of an Event of Defaultremedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocableirrevocable (subject to termination under Section 8.14 ), non-exclusive nonexclusive license with rights of sublicense (exercisable without payment of royalty or other compensation or charge to any Grantor) or other right to use, license or sublicense, following the occurrence and during the continuance of an Event of Default, each Grantor’s labels, Patents, Copyrights, rights of use of any Patentsname, trade secrets, trade names, Trademarks, Copyrightsservice marks, trade secrets customer lists, advertising matter and any other intellectual property rights or any 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 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; 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 thereof and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the such Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the 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, Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (iibut shall have no obligation to) complete, or authorize the completion of finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to GrantorInventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon Agreement at such time as the occurrence Administrative Agent shall be lawfully entitled to exercise such rights and during the continuance of an Event of Defaultremedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) to use use, license or sublicense any Patents, Trademarks, Copyrights, trade secrets and other intellectual property rights 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; provided that , the quality right to prosecute and maintain all Intellectual Property and the right to xxx for past infringement 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 Intellectual Property; and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the 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, Grantor and any Inventory that is covered by any Copyright owned by or authorize licensed to such Grantor and the completion of Administrative Agent may finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to GrantorInventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon at such time as the occurrence Administrative Agent shall be lawfully entitled to exercise such rights and during the continuance of an Event of Defaultremedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocableirrevocable (subject to termination under Section 8.14), non-exclusive nonexclusive license with rights of sublicense (exercisable without payment of royalty or other compensation or charge to any Grantor) or other right to use, license or sublicense, following the occurrence and during the continuance of an Event of Default, each Grantor’s labels, Patents, Copyrights, rights of use of any Patentsname, trade secrets, trade names, Trademarks, Copyrightsservice marks, trade secrets customer lists, advertising matter and any other intellectual property rights or any 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 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; 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 thereof and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the such Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the 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, Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (iibut shall have no obligation to) complete, or authorize the completion of finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to GrantorInventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon at such time as the occurrence Administrative Agent shall be lawfully entitled to exercise such rights and during the continuance of an Event of Defaultremedies (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 Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive worldwide license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) ), including in such license the right to use use, license, sublicense or practice any Patents, Trademarks, Copyrights, trade secrets and other intellectual property rights 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 Software and programs used for the compilation or printout 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 thereof and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory assets directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the Grantor’s Inventory assets from such Grantor and, and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, the Administrative Agent may sell or otherwise transfer Inventory any asset which bears any Trademark is covered by any Patent, or exploits any Copyright in each case, whether owned by or licensed to such Grantor, Grantor and any asset that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (iibut shall have no obligation to) complete, or authorize the completion of finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to Grantorasset as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V V, upon the occurrence and during the continuance continuation of an Event of Default, at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) to use use, license or sublicense any Patents, Trademarks, Copyrights, trade secrets and other 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; provided that , subject, in the case of Trademarks, to quality controls sufficient to maintain the validity of the goods such Trademarks 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 Grantor’s rights therein and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the such Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the 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, Grantor and any Inventory that is covered by any Copyright or authorize Patent owned by or licensed to such Grantor and the completion of Administrative Agent may finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to GrantorInventory as provided herein. 5.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon at such time as the occurrence Administrative Agent shall be lawfully entitled to exercise such rights and during the continuance of an Event of Defaultremedies (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 Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive worldwide license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) ), including in such license the right to use use, license, sublicense or practice any Patents, Trademarks, Copyrights, trade secrets and other intellectual property rights 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 Software and programs used for the compilation or printout 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 thereof and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the 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, Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (iibut shall have no obligation to) complete, or authorize the completion of finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to GrantorInventory as provided herein.

Grant of Intellectual Property License. For Solely for the purpose of enabling enabling, and solely to the extent necessary to enable, the Administrative Agent to exercise the rights and remedies to prepare for sale, market and sell Inventory under this Article V upon at such time as the occurrence Administrative Agent shall be lawfully entitled to exercise such rights and during the continuance of an Event of Defaultremedies, each U.S. Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any U.S. Grantor) to use use, license or sublicense any Patents, Trademarks, Copyrights, trade secrets and other intellectual property rights Intellectual Property now owned or hereafter acquired 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; 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 thereof and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such U.S. Grantor’s Inventory directly to any Personperson, 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 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 work-in-process and affix any Trademark owned by or licensed to such U.S. Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under Inventory that is covered by any Trademarks or Copyrights Copyright owned by or licensed to such U.S. Grantor, and the 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 such U.S. Grantor and sell such Inventory as provided herein. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith and in connection with the exercise of the Administrative Agent’s remedies hereunder shall be binding upon the U.S. Grantors notwithstanding any subsequent cure of such Event of Default. All actions taken by the Administrative Agent pursuant to Grantorthis 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 Administrative Agent to exercise the rights and remedies under this Article V upon at such time as the occurrence Administrative Agent shall be lawfully entitled to exercise such rights and during the continuance of an Event of Defaultremedies (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 Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive worldwide license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) ), including in such license the right to use use, license, sublicense or practice any Patents, Trademarks, Copyrights, trade secrets and other intellectual property rights 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 Software and programs used for the compilation or printout 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 (bii) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the 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, Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (iibut shall have no obligation to) complete, or authorize the completion of finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to GrantorInventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon at such time as the occurrence Administrative Agent shall be lawfully entitled to exercise such rights and during the continuance of an Event of Defaultremedies (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 Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive worldwide license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) ), including in such license the right to use use, license, sublicense or practice any Patents, Trademarks, Copyrights, trade secrets and other intellectual property rights 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 Software and programs used for the compilation or printout thereof; provided that , and the quality right to prosecute and maintain all such Intellectual Property and the right to sue for past, present or future infringement, misappropriation or other violation 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 Intellectual Property and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the 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, Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (iibut shall have no obligation to) complete, or authorize the completion of finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to GrantorInventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon the occurrence after and during the continuance of an Event of DefaultDefault at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) to use use, license or sublicense any Patents, Trademarks, Copyrights, trade secrets and other 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; 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 thereof and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the 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, Grantor and any Inventory that is covered by any Copyright owned by or authorize licensed to such Grantor and the completion of Administrative Agent may finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell such Inventory as provided herein, in each case whether under clause (a) or otherwise transfer clause (b), to the extent allowed under the terms or limitation of any such Inventory, and (iii) advertise the sale license or other transfer of any inventory under any Trademarks or Copyrights owned by or license to Grantoragreement.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Collateral Agent to exercise the rights and remedies under this Article V upon at such time as the occurrence Collateral Agent shall be lawfully entitled to exercise such rights and remedies and during the continuance of an Event of Default, each Grantor hereby (a) grants to the Administrative Collateral Agent, for the benefit of the Administrative Collateral Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) to use use, license or sublicense any Patents, Trademarks, Copyrights, trade secrets and Copyrights or other 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; 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 thereof and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Collateral Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s 's Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the Grantor’s 's Inventory from such Grantor and, and in connection with any such sale or other enforcement of the Administrative Collateral Agent’s 's rights under this Security AgreementAgreement or the other Loan Documents (including the Orders), the Administrative Agent may sell or otherwise transfer Inventory which bears any 203367025 v9 Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Patent, or exploits any Copyright in each case, whether owned by or licensed to such Grantor, (ii) completein each case, or authorize subject to such licenses and the completion of Collateral Agent may finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell such Inventory as provided herein. Further, if any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Grantor shall execute and deliver to the Collateral Agent an assignment or otherwise transfer assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such Inventory, other documents as are necessary or appropriate to carry out the intent and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to Grantorpurposes hereof.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent Subject to exercise the rights and remedies under this Article V 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 rights and remedies under this Section 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 Administrative Collateral Agent, for to the benefit extent of such Grantor’s rights therein and to the Administrative Agent and extent permitted by the applicable Law, licenses or other Secured Partiesagreements relating thereto, an irrevocableirrevocable (during the continuation of an Event of Default) non-exclusive, non-exclusive 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 now owned or hereafter acquired by such Grantor, wherever the same may be located, such license with rights of sublicense (being exercisable without payment of royalty or other compensation to any Grantor) to use any Patents, Trademarks, Copyrights, trade secrets and other intellectual property rights now owned or hereafter acquired 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; 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 Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory 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 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 work-in-process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to Grantorhereof.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon the occurrence and Collateral Agent, during the continuance of an Event of Default, to exercise rights and remedies under 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 Administrative Collateral Agent, for to the benefit of the Administrative Agent and the other Secured Partiesextent assignable, an irrevocable, non-exclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantorsuch Obligor) to use use, license or sublicense any Patents, Trademarks, Copyrights, trade secrets and other intellectual property rights of the Intellectual Property 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; provided that hereof, subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Obligor to avoid 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 risk of Default or any lesser standard invalidation of quality approved by the licensor said Trademarks, and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Collateral Agent or its designee may (i) sell or otherwise transfer any of such GrantorObligor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the Grantorsuch Obligor’s Inventory from such Grantor and, Obligor and in connection with any such sale or other enforcement of the 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 Collateral owned by or licensed to such GrantorObligor and any Inventory that is covered by any Copyright owned by or licensed to such Obligor, (ii) complete, or authorize the completion of Collateral Agent may finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto Obligor and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to GrantorInventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon at such time as the occurrence Agent shall be lawfully entitled to exercise such rights and remedies and during the continuance of an Event of Default, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured PartiesLenders, , subject to the terms of the Closing Date Intercreditor Agreements, an irrevocable, non-exclusive nonexclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) to use use, license or sublicense any Patents, Trademarks, Copyrights, trade secrets and other 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; 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 thereof and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee Agent, subject to the terms of the Closing Date Intercreditor Agreements, may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the 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, Grantor and any Inventory that is covered by any Copyright owned by or authorize licensed to such Grantor and the completion of Agent may finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to GrantorInventory as provided herein.

Grant of Intellectual Property License. For the sole and limited purpose of enabling the Administrative Agent to exercise the rights and remedies permitted under this Article V upon only at such time as the occurrence Administrative Agent shall be lawfully entitled to exercise such rights and during the continuance of an Event of Defaultremedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured PartiesCreditors, an irrevocablea nonexclusive, non-exclusive irrevocable license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) to use use, license or sublicense any Patents, Trademarks, Copyrights, trade secrets and other intellectual property rights now owned or hereafter acquired 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; 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 thereof and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, the Administrative Agent may sell or otherwise transfer 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 Patent, or exploits any Copyright in each case, whether owned by or licensed to such Grantor, (ii) complete, or authorize Grantor and the completion of Administrative Agent may finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell such Inventory as provided herein. Any license granted pursuant to this Section shall not be effective unless and until the Administrative Agent shall exercise its rights or otherwise transfer such Inventory, remedies under this Article V and (iii) advertise shall terminate upon the sale or other transfer termination of any inventory under any Trademarks or Copyrights owned by or license this Security Agreement pursuant to GrantorSection 8.14.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V V, upon the occurrence and during the continuance continuation of an Event of Default, at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) to use use, license or sublicense any Patents, Trademarks, Copyrights, trade secrets and other 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; provided that , subject, in the case of Trademarks, to quality controls sufficient to maintain the validity of the goods such Trademarks 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 Grantor’s rights therein and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the such Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the 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, Grantor and any Inventory that is covered by any Copyright owned by or authorize licensed to such Grantor and the completion of Administrative Agent may finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to GrantorInventory as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Collateral Agent to exercise the rights and remedies under this Article V upon Section 4.09, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies following the occurrence of and during the continuance of an Event of Default, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Collateral Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) to use use, license or sublicense, during the continuance of an Event of Default, any Patents, Trademarks, Copyrights, trade secrets and other intellectual property rights Intellectual Property 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 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; provided that , and the quality 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 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 Intellectual Property; and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Collateral Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Person, including, without limitation, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the Administrative Collateral 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 work-in-process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to Grantor.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon at such time as the occurrence Administrative Agent shall be lawfully entitled to exercise such rights and during the continuance of an Event of Defaultremedies (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 Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive nonexclusive worldwide license with rights of sublicense (exercisable without payment of royalty or other compensation to any Grantor) ), including in such license the right to use use, license, sublicense or practice any Patents, Trademarks, Copyrights, trade secrets and other intellectual property rights 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 Software and programs used for the compilation or printout 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 thereof and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory assets directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the such Grantor’s Inventory assets from such Grantor and, and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, the Administrative Agent may sell or otherwise transfer Inventory any asset which bears any Trademark is covered by any Patent, or exploits any Copyright in each case, whether owned by or licensed to such Grantor, Grantor and any asset that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may (iibut shall have no obligation to) complete, or authorize the completion of finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such Inventory, and (iii) advertise the sale or other transfer of any inventory under any Trademarks or Copyrights owned by or license to Grantorasset as provided herein.

Grant of Intellectual Property License. For the purpose of enabling the Administrative Agent to exercise the rights and remedies under this Article V upon at such time as the occurrence Administrative Agent shall be lawfully entitled to exercise such rights and during the continuance of an Event of Defaultremedies, each Grantor hereby (a) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Secured Parties, an irrevocable, non-exclusive Lenders a nonexclusive license with rights of sublicense (exercisable without payment of royalty or other compensation to any GrantorGrantor and only during the occurrence of and continuation of an Event of Default and after acceleration of the Obligations) to use use, license or sublicense any Patents, Trademarks, Copyrights, trade secrets and other intellectual property rights 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; 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 thereof and (b) without limiting the generality of the foregoing, irrevocably agrees that the Administrative Agent or its designee may (i) sell or otherwise transfer any of such Grantor’s Inventory directly to any Personperson, including, including without limitation, Persons limitation persons who have previously purchased the Grantor’s Inventory from such Grantor and, and in connection with any such sale or other enforcement of the 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, Grantor and any Inventory that is covered by any Copyright owned by or authorize licensed to such Grantor and the completion of Administrative Agent may finish any work-in-work in process and affix any Trademark owned by or licensed to such Grantor thereto and sell or otherwise transfer such InventoryInventory as provided herein. With respect to the Trademarks licensed to the Administrative Agent under the foregoing license, and (iii) advertise prior to any acceleration of the sale or other transfer of any inventory under any Trademarks or Copyrights owned Obligations the license shall be subject to Administrative Agent’s compliance with commercially reasonable quality control provisions provided by or license Grantor, as amended from time to Grantortime.