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 Administrative Agent to exercise rights and remedies under this Agreement, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Notes Collateral Agent to exercise rights and remedies under this AgreementAgreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Administrative Notes Collateral Agent solely at any time after and during the continuance of an Event of Default, grant to the Administrative Notes Collateral Agent an irrevocable, irrevocable (until the termination of the Indenture) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 thereof; provided, however, that nothing in this Section 3.03 shall require Grantors 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 that permitted by the Indenture, with respect to such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Propertyproperty; provided, or gives such third party any right of accelerationfurther, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Notes Collateral Agent may be exercised, at the option of the Administrative Notes Collateral Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant hereby grants to the Administrative Agent an irrevocable, nonexclusive irrevocable non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) solely during the continuance of an Event of Default to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such times as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies in accordance with the provisions of this Agreement, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant to hereby grants the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense sublicense, solely during the continuance of an Event of Default, any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this AgreementAgreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant hereby grants to the Administrative Collateral Agent for the ratable benefit of the Secured Parties an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) ), to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor (subject, in the case of Trademarks, to quality control measures sufficient to maintain the validity of and such Grantor’s rights in such Trademarks), 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 to the extent thereof; provided, however, that such non-exclusive this license (a) does shall not violate the express terms of any agreement between a Grantor and a third party governing the applicable such Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein Property in effect on the date hereof and (b) is not prohibited those granted by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject Grantor hereafter, as permitted under the Loan Documents, to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarksextent conflicting. The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided further provided, however, that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors each Grantor notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For (a) Each Grantor hereby grants to the purpose of enabling Collateral Agent, to the Administrative extent necessary to enable the Collateral Agent to exercise rights and remedies under this AgreementAgreement and the Other Security Documents at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 thereof, to the extent that and only to the extent such non-exclusive license (a) does would not violate or result in a default under any license or other agreement, whether express or implied, between the express terms of any agreement between a Grantor and any Person other than a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such TrademarksWholly Owned Subsidiary. The use rights of the Collateral Agent under such license by the Administrative Agent may be exercised, at the option of the Administrative Collateral Agent, solely upon the occurrence and during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an any Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this AgreementAgreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant hereby grants to the Administrative Collateral Agent an irrevocable, a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense (provided that the quality and nature of the goods and/or services with which the Collateral Agent and its sublicensees uses the Intellectual Property shall be of such standards and quality such that the value, reputation and goodwill and enforceability of the Intellectual Property is not diminished in any material respect) any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarksthereof. The use of such license by the Administrative Collateral Agent may shall be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement, each Grantor shallGrantor, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant grants to the Administrative Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Collateral Agent may only be exercised, at the option of the Administrative Collateral Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this AgreementAgreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant hereby grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation cancelation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject Law other than, in each case, to the maintenance extent that any such term or prohibition would be rendered ineffective pursuant to any other applicable Requirements of quality standards with respect Law, including pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the goods and services on which such Trademarks are used sufficient to preserve the validity of such TrademarksNew York UCC or any other applicable law). 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 continuation of an Event of Default; , provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant hereby grants to the Administrative Agent an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the GrantorsGrantors and solely upon the occurrence and during the continuation of an Event of Default) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent Secured Party to exercise rights and remedies under this AgreementAgreement at such time as the Secured Party shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant Pledgor hereby grants to the Administrative Agent Secured Party an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorsPledgors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, 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 to the extent that such non-exclusive thereof. The license (ai) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to those exclusive Copyright Licenses, Patent Licenses and Trademark Licenses granted by the maintenance of quality standards with respect Pledgors in effect on the date hereof and those granted by any Pledgor hereafter, as permitted under the Transaction Documents, to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent extent conflicting, (ii) may be exercised, at the option of the Administrative AgentSecured Party, only upon the occurrence and during the continuation of an Event of Default; provided further , provided, that any license, sublicense or other transaction entered into by the Administrative Agent Secured Party in accordance herewith shall be binding upon the Grantors Pledgors notwithstanding any subsequent cure of an Event of Default, and (iii) apply to the use of the Trademarks in connection with goods and services of similar type and quality to those theretofore sold by such Pledgor under such Trademark.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this AgreementArticle at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant hereby grants to the Administrative Agent an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to thereof. Such license shall include customary terms and conditions (as reasonably determined by the extent that such non-exclusive license (aAdministrative Agent) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the maintaining and monitoring of the quality of goods and services on which advertised, marketed, made or sold using, incorporating or in connection with such Trademarks are used sufficient to preserve the validity of such TrademarksIntellectual Property. The use of such license by the Administrative Agent may shall be exercised, at the option of the Administrative Agent, upon the occurrence and during the continuation of an Event of Default; provided further that any license, sublicense sub-license or other transaction entered into by the Administrative Agent in accordance herewith shall be binding 31 upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent Collateral Trustee to exercise rights and remedies under this Agreement, and in accordance with the Pari Passu Intercreditor Agreement, each Grantor shallGrantor, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant grants to the Administrative Agent Collateral Trustee an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including solely in such license reasonable access to all media in which any connection with Collateral Trustee’s exercise of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof its rights to the extent Collateral; provided, however, that such non-exclusive nothing in this Section 5.07 shall require a Grantor to grant any license that (a) does not violate violates the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and therein, or (b) is not prohibited by any Requirements of Law; provided further that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent Collateral Trustee may only be exercised, at the option of the Administrative AgentCollateral Trustee, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent Collateral Trustee in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement, each Grantor shall, Agreement upon request by the Administrative Agent solely occurrence and during the continuance of an Event of Default, grant each Grantor hereby grants to the Administrative Agent an irrevocableirrevocable (unless and until the Term Commitments have expired or been terminated and the principal of and interest on each Loan and all fees, expenses and other amounts payable (other than contingent indemnification obligations as to which no claim has been made) under any Loan Document have been paid in full) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent may only be exercised, at the option of the Administrative Agent, exercised upon and during the continuation of an Event of Default; provided further provided, further, that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant to the Administrative Agent an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this AgreementAgreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant hereby grants to the Administrative Collateral Agent an a nonexclusive, non-transferable irrevocable, nonexclusive royalty-free, limited license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense use any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorGrantor during the existence and continuation of an Event of Default, 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 thereof; provided, however, that nothing in this Section 4.03 shall require such Grantor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the extent that such non-exclusive license (a) does not violate the express terms termination of any agreement between a Grantor and a third party governing the applicable Grantor’s use of contract, license, agreement, instrument or other document with respect to such Collateral consisting of Intellectual Property, or gives such any third party any right of acceleration, modification modification, termination or cancellation therein and (b) is not prohibited by in any Requirements such document, or otherwise unreasonably prejudices the value of Lawsuch Intellectual Property; provided further that such licenses to be granted hereunder with respect to Trademarks shall be subject to the Collateral Agent’s maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Administrative Collateral Agent may be exercised, at the option of the Administrative Agent, exercised solely during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For Upon the occurrence and during the continuance of an Event of Default, for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of DefaultAgent, grant to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license use or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder license and sublicenses with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, solely during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith with the provisions of this Agreement shall be binding upon the Grantors Grantors, notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Notes Collateral Agent to exercise rights and remedies under this Agreement, and in accordance with any Intercreditor Agreement, each Grantor shallGrantor, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant grants to the Administrative Notes Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements requirements of Lawlaw; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Notes Collateral Agent may only be exercised, at the option of the Administrative Notes Collateral Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise its rights and remedies under this Agreementhereunder, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant Debtor hereby grants to the Administrative Collateral Agent an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorssuch Debtor) to use, license or sublicense sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorDebtor to the extent of the interest of such Debtor therein at such time, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarksthereof. The use of such license licenses by the Administrative Collateral Agent may shall be exercised, at the option of the Administrative Agent, Collateral Agent upon the occurrence and during the continuation of an Event of Default; , provided further that any license, sublicense sub-license or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors each Debtor notwithstanding any subsequent cure of an Event of Default. In operating under the license granted by each Debtor pursuant to this Section, the Collateral Agent agrees that the goods sold and services rendered under the trademarks included in the Intellectual Property shall be of a nature and quality substantially consistent with those theretofore offered under the trademarks by such Debtor and such Debtor shall have the right to inspect during the term of such license, at any reasonable time or times upon reasonable notice to the Collateral Agent, and at such Debtor's own cost and expense, representative samples of goods sold and services rendered under the trademarks.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent Secured Party to exercise rights and remedies under this AgreementAgreement at such time as the Secured Party shall be lawfully entitled to exercise such rights and remedies, each Grantor shallgrants, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant to the Administrative Agent Secured Party, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) ), to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive nonexclusive license (a) does not violate the express terms of any agreement between a Grantor and a non-affiliated third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such non-affiliated third party any right of acceleration, modification modification, termination or cancellation therein and (b) is not prohibited by any Requirements requirements of Lawapplicable law; provided that such licenses to be granted hereunder license and sublicenses with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent Secured Party may be exercised, at the option of the Administrative AgentSecured Party, only upon the occurrence and during the continuation of an Event of Defaulta Trigger Event; provided further provided, however, that any license, sublicense or other transaction entered into by the Administrative Agent Secured Party in accordance herewith shall be binding upon the Grantors each Grantor notwithstanding any subsequent cure of an Event of Defaulta Trigger Event. Section 5.04.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant hereby grants to the Administrative Collateral Agent an irrevocable, nonexclusive irrevocable non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) solely during the continuance of an Event of Default to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Administrative Collateral Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this AgreementAgreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Administrative Agent solely at any time after and during the continuance of an Event of Default, grant to the Administrative Agent an irrevocableirrevocable (until the Termination Date), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorsany such Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 thereof; provided, however, that nothing in this Section 3.03 shall require any Grantor to the extent grant any license that such non-exclusive license (a) does not violate the express terms is prohibited by any rule of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Propertylaw, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of or gives such third party rise to any right of acceleration, modification or cancellation therein and (b) is not prohibited under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted, to the extent permitted by any Requirements of Lawthe Credit Agreement, with respect to such property; provided provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity and, in all material respects, the aggregate value of such Trademarks. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, during the continuation of an Event of Default; provided further that any permitted license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. 737971133 . For the purpose of enabling the Administrative Agent Collateral Trustee to exercise rights and remedies under this Agreement, and in accordance with the Pari Passu Intercreditor Agreement, each Grantor shallGrantor, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant grants to the Administrative Agent Collateral Trustee an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including solely in such license reasonable access to all media in which any connection with Collateral Trustee’s exercise of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof its rights to the extent Collateral; provided, however, that such non-exclusive nothing in this Section 5.07 shall require a Grantor to grant any license that (a) does not violate violates the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and therein, or (b) is not prohibited by any Requirements of Lawapplicable law; provided provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent Collateral Trustee may only be exercised, at the option of the Administrative AgentCollateral Trustee, during the continuation of an Event of Default; provided further provided, further, that any license, sublicense or other transaction entered into by the Administrative Agent Collateral Trustee in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For Subject to the provisions of each Secured Agreement and the terms of any Licenses or other similar agreements with third parties that have been or may be entered into by any Grantor, for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this AgreementAgreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant hereby grants to the Administrative Collateral Agent an irrevocable, nonexclusive license for the term of this Agreement (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarksthereof. The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default, and shall be granted only to the extent such grant does not result in the breach of any legally effective provision of any license or similar agreement with a third party (provided that such third party license or similar agreement was not entered into in contemplation of such grant), and 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 said Trademarks; provided further that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Administrative Agent to exercise rights and remedies under this AgreementAgreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon prior written request by the Administrative Agent solely at any time during the continuance of an Event of Default, grant to the Administrative Agent an a nonexclusive, non-transferable irrevocable, nonexclusive royalty-free, limited license (exercisable without payment until the termination or cure of royalty or other compensation to the GrantorsEvent of Default) to use, license or sublicense use any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 thereof; provided, however, that nothing in this Section 4.03 shall require Grantors to the extent grant any license that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements rule of Lawlaw, statute or regulation; provided further that such licenses to be granted hereunder with respect to Trademarks shall be subject to the Administrative Agent’s maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, exercised solely during the continuation of an Event of Default and, upon termination of the Event of Default; provided further that , such license to the Intellectual Property shall automatically and immediately terminate and any license, sublicense or other transaction entered into by Intellectual Property in the possession of the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Defaultreturned to such Grantor.

Grant of License to Use Intellectual Property. (a) For the purpose of enabling the Administrative Agent to exercise rights and remedies under this AgreementAgreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by hereby grants (such grant effective solely after the Administrative Agent solely occurrence and during the continuance of an Event of Default, grant ) to the Administrative Agent, for the benefit of the Administrative Agent an irrevocableand the other Secured Parties, a (until the occurrence of events in Section 30(d)) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of Intellectual Property reasonably related to the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated in the United States; provided, and including in that such license reasonable access shall be limited to all media in which the purposes and scope of any of the licensed items may license granted hereunder and only be recorded or stored and to all computer software and programs used for the compilation or printout thereof to the extent necessary for the Administrative Agent to exercise the remedies expressly set forth in Section 18(c); provided, further that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license granted by the Administrative Agent may to a third party shall be exercised, at limited to include reasonable and customary terms necessary to preserve the option existence and validity of the Administrative Agentaffected Intellectual Property, during including without limitation, provisions requiring the continuation continuing confidential handling of an Event trade secrets, requiring the use of Default; provided further that any licenseappropriate notices and prohibiting the use of false notices, sublicense or other transaction entered into by protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, nothing in the foregoing license grant shall be construed as granting the Administrative Agent rights in accordance herewith shall be binding upon and to such Intellectual Property above and beyond (x) the Grantors notwithstanding rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case Intellectual Property that is licensed to any subsequent cure of an Event of Defaultsuch Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder).

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this AgreementAgreement at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shallPledgor hereby grants to (in the Agent’s sole discretion) a designee of the Agent or the Agent, upon request by for the Administrative Agent solely during benefit of the continuance of an Event of DefaultSecured Parties, grant to the Administrative Agent an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense (subject to any obligation to maintain the quality of goods and services provided under any Trademark consistent with the quality of such goods and services provided by the Pledgors immediately prior to such Event of Default) any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, 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 thereof, the right to prosecute and maintain all Intellectual Property and the extent right to xxx for past infringement of the Intellectual Property; provided, that such non-exclusive license (a) does shall be subject to and shall not violate the express terms of any agreement between a Grantor Pledgor and a third party governing the applicable GrantorPledgor’s use of such Article 9 Collateral consisting of Intellectual Property, or gives shall not give such third party any right of acceleration, modification or cancellation therein and (b) is shall not be prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarksapplicable law or Governmental Authority. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, solely upon the occurrence and during the continuation of an Event of DefaultDefault after the First Lien Termination Date; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors Pledgors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement, each Grantor shallGrantor, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant grants to the Administrative Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 thereof, in each case subject to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use reasonable security policies and obligations of such Collateral consisting of Intellectual Propertyconfidentiality; provided, or gives such third party any right of accelerationhowever, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Collateral Agent may only be exercised, at the option of the Administrative Collateral Agent, during the continuation of an Event of Default; provided further provided, further, that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement, each Grantor shallGrantor, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 (in each case subject to any Grantor’s reasonable security policies and obligations of confidentiality as previously disclosed to the Administrative Agent) to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Lawapplicable law, rule or regulation; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent may only be exercised, at the option of the Administrative Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement, and in accordance with any Intercreditor Agreement, each Grantor shallGrantor, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant grants to the Administrative Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 thereof, in each case subject to the extent any Grantor’s reasonable security policies and obligations of confidentiality; provided, however, that such non-exclusive nothing in this Section 4.03 shall require a Grantor to grant any license that (a) does not violate violates the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and therein, or (b) is not prohibited by any Requirements of Law; provided further that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Collateral Agent may only be exercised, at the option of the Administrative Collateral Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, solely during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this AgreementAgreement at any time that an Event of Default shall have occurred and be continuing, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant hereby grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor (it being understood that the Administrative Agent shall not exercise such license except during the continuance of an Event of Default and after notice to such Grantor), 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 to the extent that such non-non- exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Administrative Notes Collateral Agent to exercise rights and remedies under this AgreementAgreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon prior written request by the Administrative Notes Collateral Agent solely at any time during the continuance of an Event of Default, grant to the Administrative Notes Collateral Agent an a nonexclusive, non-transferable irrevocable, nonexclusive royalty-free, limited license (exercisable without payment until the termination or cure of royalty or other compensation to the GrantorsEvent of Default) to use, license or sublicense use any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 thereof; provided, however, that nothing in this Section 4.04 shall require Grantors 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 extent that such non-exclusive license (a) does not violate the express terms termination of any agreement between a Grantor and a third party governing the applicable Grantor’s use of contract, license, agreement, instrument or other document with respect to such Collateral consisting of Intellectual Property, or gives such any third party any right of acceleration, modification modification, termination or cancellation therein and (b) is not prohibited by in any Requirements such document, or otherwise unreasonably prejudices the value of Lawsuch Intellectual Property to the relevant Grantor; provided further that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Administrative Notes Collateral Agent may be exercised, at the option of the Administrative Agent, exercised solely during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by Default and upon termination of the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default; such license to the Intellectual Property shall automatically and immediately terminate and any Intellectual Property in the possession of the Notes Collateral Agent shall be returned to such Grantor.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this AgreementArticle VIII at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies and for no other purpose, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant hereby grants to the Administrative Agent an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the GrantorsGrantor) to use, license or assign or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Collateral consisting of Intellectual Property of such Grantor, now owned or hereafter acquired by such Grantor, 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 to the extent thereof; provided, however, that such non-exclusive license (a) does not violate the express terms of any agreement between nothing in this Section 8.3 shall require a Grantor and a third party governing the applicable Grantor’s use to grant any license that is prohibited by any rule of such Collateral consisting of Intellectual Propertylaw, statute or regulation or is prohibited by, or constitutes a breach or default under or results in the termination of or gives such third party rise to any right of acceleration, modification or cancellation therein and (b) is not prohibited by under any Requirements of Lawcontract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property; provided provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this AgreementAgreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant Pledgor hereby grants to the Administrative Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorsPledgors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, 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 to the extent that such non-exclusive thereof. The license (ai) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to those exclusive Copyright Licenses, Patent Licenses and Trademark Licenses granted by the maintenance of quality standards with respect Pledgors to other Persons in effect on the date hereof and those granted by any Pledgor hereafter, as permitted under the Transaction Documents, to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent extent conflicting, (ii) may be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided further , provided, that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors Pledgors notwithstanding any subsequent cure of an Event of Default, and (iii) apply to the use of the Trademarks in connection with goods and services of similar type and quality to those theretofore sold by such Pledgor under such Trademark.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the IP Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, 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 to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual PropertyCollateral, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, during the continuation of an Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this AgreementAgreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Administrative Agent solely during the continuance of an Event of Default, grant Borrower hereby grants to the Administrative Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorsBorrowers) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorBorrower, 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 to the extent that such non-exclusive thereof. The license (ai) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to those exclusive Copyright Licenses, Patent Licenses and Trademark Licenses granted by the maintenance of quality standards with respect Borrowers to other Persons in effect on the date hereof and those granted by any Borrower hereafter, as permitted under the Transaction Documents, to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Administrative Agent extent conflicting, (ii) may be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided further , provided, that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors Borrowers notwithstanding any subsequent cure of an Event of Default, and (iii) apply to the use of the Trademarks in connection with goods and services of similar type and quality to those theretofore sold by such Borrower under such Trademark.