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

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies after the occurrence and during the continuance of an Event of Default, each Loan Party hereby grants to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Loan Parties) to use, license or sublicense (other than in violation of any then-existing licensing arrangements) any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Loan Party, and wherever the same may be located, and including in such license reasonable 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. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default, and any gain or proceeds of such use shall be applied in accordance with the provisions of Section 5.02; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Loan Parties notwithstanding any subsequent cure of any such Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies after the occurrence and during the continuance of an Event of Defaultremedies, each Loan Credit Party hereby grants to (in the Collateral Administrative Agent’s sole discretion) the Administrative Agent or a designee of the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Loan Credit Parties) to use, license or sublicense (other than in violation of any then-existing licensing arrangementsexcept as may not be permitted by applicable law or contract) any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Loan Credit Party, and wherever the same may be located, and including in such license reasonable 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. The Notwithstanding the preceding sentence, the effectiveness of such license is contingent, and the use of such license by the Collateral Administrative Agent may shall be exercised, at the option of the Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided, and any gain or proceeds of such use shall be applied in accordance with the provisions of Section 5.02; provided that any license, sublicense or other transaction entered into by the Collateral Administrative Agent in accordance herewith shall be binding upon the Loan Credit Parties notwithstanding any subsequent cure of any such an Event of Default.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Junior-Priority Collateral Agent to exercise its rights and remedies under this Agreement at such time as the Junior-Priority Collateral Agent shall be lawfully entitled to exercise such rights and remedies after (including in accordance with the occurrence and during terms of the continuance of an Event of DefaultIntercreditor Agreements), each Loan Party Grantor hereby grants to the Junior-Priority Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Loan Parties) Grantors), to use, license or sublicense (other than in violation of any then-existing licensing arrangements) any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Loan PartyGrantor, and wherever the same may be located, and including in such license reasonable 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. The use of such license by the Junior-Priority Collateral Agent may be exercised, exercised at the option of the Junior-Priority Collateral Agent, and shall be effective only upon the occurrence and during the continuation of an Event of Default; provided, and any gain or proceeds of such use shall be applied in accordance with the provisions of Section 5.02; provided however, that any license, sublicense or other transaction entered into by the Junior-Priority Collateral Agent in accordance herewith shall be binding upon the Loan Parties each Grantor notwithstanding any subsequent cure of any such an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies after the occurrence and during the continuance of an Event of Defaultremedies, each Loan Party Pledgor hereby grants to (in the Collateral Administrative Agent’s sole discretion) a designee of the Administrative Agent or the Administrative Agent, for the ratable benefit of the Secured Parties, an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Loan Partiesany Pledgor) to use, license or sublicense (other than in violation of any then-existing licensing arrangements) any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Loan PartyPledgor, and wherever the same may be located, and including including, without limitation, in such license reasonable 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, the right to prosecute and maintain all intellectual property and the right to xxx for past infringement of the intellectual property. The use of such license by the Collateral Administrative Agent may be exercised, at the option of the Collateral Administrative Agent, upon the occurrence and during the continuation of an Event of Default, and any gain or proceeds of such use shall be applied in accordance with the provisions of Section 5.02; provided that any license, sublicense or other transaction entered into by the Collateral Administrative Agent in accordance herewith shall be binding upon the Loan Parties Pledgors notwithstanding any subsequent cure of any such an Event of Default.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Collateral Agent to exercise rights and remedies under Article V of this Agreement at such time as the Collateral Agent shall be lawfully entitled entitled, and to the extent necessary, to exercise such rights and remedies after the occurrence and during the continuance of an Event of Defaultremedies, each Loan Party Obligor hereby grants to (in the Collateral Agent’s sole discretion) a designee of the Collateral Agent an irrevocableor the Collateral Agent, for the benefit of the Secured Parties, a nonexclusive license (exercisable without payment of royalty or other compensation to the Loan Partiesany Obligor) to use, license or sublicense (other than in violation of any then-existing licensing arrangements) any of the its Article 9 Collateral consisting of Intellectual Property (excluding Trademarks) now owned or hereafter acquired by such Loan PartyObligor, and wherever the same may be located, and including including, without limitation, in such license reasonable 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. The use of such license by the Collateral Agent (or its designee) may be exercised, at the option of the Collateral Agent, solely upon the occurrence and during the continuation of an Event of Default, and any gain or proceeds of such use shall be applied in accordance with the provisions of Section 5.02; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Loan Parties Obligors notwithstanding any subsequent cure of any such an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies after the occurrence and during the continuance of an Event of Defaultremedies, each Loan Party Pledgor hereby grants to (in the Collateral Agent’s sole discretion) a designee of the Collateral Agent or the Collateral Agent, for the ratable benefit of the Secured Parties, an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Loan Partiesany Pledgor) to use, license or sublicense (other than in violation of any then-existing licensing arrangements) any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Loan PartyPledgor, and wherever the same may be located, and including including, without limitation, in such license reasonable 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, the right to prosecute and maintain all intellectual property and the right to xxx for past infringement of the intellectual property. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default, and any gain or proceeds of such use shall be applied in accordance with the provisions of Section 5.02; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Loan Parties Pledgors notwithstanding any subsequent cure of any such an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies after the occurrence and during the continuance of an Event of Defaultremedies, each Loan Party Pledgor hereby grants to (in the Collateral Administrative Agent’s sole discretion) a designee of the Administrative Agent or the Administrative Agent, for the ratable benefit of the Secured Parties, an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Loan Partiesany Pledgor) to use, license or sublicense (other than in violation of any then-existing licensing arrangements) any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Loan PartyPledgor, and wherever the same may be located, and including in such license reasonable 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, the right to prosecute and maintain all Intellectual Property and the right to xxx for past infringement of the Intellectual Property. The use of such license by the Collateral Administrative Agent may be exercised, at the option of the Collateral Administrative Agent, upon the occurrence and during the continuation of an Event of Default, and any gain or proceeds of such use shall be applied in accordance with the provisions of Section 5.02; provided that any license, sublicense or other transaction entered into by the Collateral Administrative Agent in accordance herewith shall be binding upon the Loan Parties Pledgors notwithstanding any subsequent cure of any such an Event of Default.