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 its rights and remedies in this Article IV at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Collateral consisting of know how, Patents, Copyrights and Trademarks, now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license or sublicense entered into by the Collateral Agent with a third party in accordance with this Section 4.04 shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For Without limiting the provision of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants shall, upon request by the Collateral Agent, grant to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable nonexclusive irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses Grantors and exercisable only after the occurrence and during the continuation of an Event of Default) to use, license or sublicense any of the Intellectual Property Collateral consisting of know how, Patents, Copyrights and Trademarks, 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. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, provided that any license license, sublicense or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable (unless and until the termination of this Agreement and subject to Section 7.14) an irrevocable is terminated, in which case such license shall be revoked automatically without further action by either party), nonexclusive license (license, exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Security Agreement Collateral consisting of know how, Patents, Copyrights and Trademarks, Intellectual Property now owned or hereafter acquired by such Grantor, except to the extent that the granting of such license would result in the permanent destruction of the validity or value of such Intellectual Property, 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 shall be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, provided that any license license, sublicense or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable nonexclusive irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects ) to the extent that such license does not violate any Licenses then existing licensing arrangements (to the extent that waivers cannot be obtained) to use, license or sublicense sub-license any of the Collateral consisting of know how, Patents, Copyrights and Trademarks, 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 thereofthereof and sufficient rights of quality control in favor of Grantor to avoid the invalidation of the Trademarks subject to the license. The use of such license by the Collateral Agent may shall be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, provided that any license, sub-license or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Article 9 Collateral consisting of know how, Patents, Copyrights and Trademarks, 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 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, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license license, sublicense or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise its rights and remedies in this Article IV at such time as after and during the Collateral Agent shall be lawfully entitled to exercise such rights and remediescontinuance of an Event of Default, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable nonexclusive limited license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Collateral consisting of know know-how, Patents, Copyrights and Trademarks, now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license or sublicense entered into by the Collateral Agent with a third party in accordance with this Section 4.04 shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV Agreement at such time as the Collateral Agent shall be lawfully entitled (subject to the terms of the Intercreditor Agreement) to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable (until the termination of this Agreement and Agreement), nonexclusive license, subject in all respects to Section 7.14) an irrevocable nonexclusive license any existing licenses (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Article 9 Collateral consisting of know how, Patents, Copyrights and Trademarks, Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license license, sublicense or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV Agreement upon the occurrence and during the continuance of an Event of Default, at such time as as, and to the extent that, the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each and for no other purpose, Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects Grantor) to any Licenses to use, license use or sublicense (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the Collateral consisting of know how, Patents, Copyrights and Trademarks, 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 Grantor and a third party governing such Intellectual Property (and shall be subject to any such licenses), or gives such third party any right of acceleration, modification, termination or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that such 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 Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and exercised solely during the continuation of an Event of Default; provided, however, provided that any license license, sublicense or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with the provisions of this Section 4.04 Agreement shall be binding upon each Grantor Grantor, notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable nonexclusive irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses ) to use, license or sublicense sub-license any of the Collateral consisting of know how, Patents, Copyrights and Trademarks, Intellectual Property now owned or hereafter acquired by such GrantorGrantor (to the extent not prohibited by the terms of any license agreement pursuant to which such Grantor is a licensee), 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 shall be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation while a Notice of an Event of DefaultEnforcement is in effect; provided, however, provided that any license, sub-license or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure whether such Notice of an Event Enforcement is subsequently rescinded in accordance with the terms of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual PropertyCollateral Agency and Intercreditor Agreement.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to (in the Collateral Agent’s sole discretion) a designee of the Collateral Agent (until or the termination of this Agreement and subject to Section 7.14) Collateral Agent an irrevocable irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses ) to use, license or sublicense any of the Article 9 Collateral consisting of know how, Patents, Copyrights and Trademarks, 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; provided that such license shall be revocable after such time as when the Total Commitment has terminated and the Loans and Notes (in each case together with interest thereon), Fees and all other Obligations (other than indemnities described in Section 7.03 and the other provisions of the Credit Documents which are not then due and payable) incurred hereunder and thereunder, are paid in full. The use of such license by the Collateral Agent may shall be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, provided that any license license, sublicense or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its the rights and remedies in under this Article IV Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent (until to the termination of this Agreement and subject to Section 7.14extent grantable by such Grantor without breaching or violating any agreement) an irrevocable irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors)Grantors and subject, subject in all respects the case of Trademarks, to any Licenses sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks and, in the case of trade secrets, to an obligation of Collateral Agent to take reasonable steps under the circumstances to keep the trade secrets confidential to avoid the risk of invalidation of such trade secrets) to use, license or sublicense any of the Article 9 Collateral consisting of know how, Patents, Copyrights and Trademarks, 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. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of DefaultDefault under either Credit Agreement; provided, however, provided that any license to any third party, sublicense to any third party or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, subject to any then-existing license agreements or other rights of third parties, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Article 9 Collateral consisting of know how, Patents, Trademarks and Copyrights and Trademarksand, subject to Section 4.05(g), any other Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license license, sublicense or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the First-Lien Collateral Agent to exercise its rights and remedies in under this Article IV Agreement at such time as the First-Lien Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the First-Lien Collateral Agent an irrevocable (until the termination of this Agreement and Agreement), nonexclusive license, subject in all respects to Section 7.14) an irrevocable nonexclusive license any existing licenses (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Collateral consisting of know how, Patents, Copyrights and Trademarks, Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the First-Lien Collateral Agent may be exercised, at the option of the First-Lien Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license license, sublicense or sublicense other transaction entered into by the First-Lien Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants (other than in violation of any then-existing licensing arrangements to the extent that waivers cannot be obtained) to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Article 9 Collateral consisting of know how, Patents, Copyrights and Trademarks, Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license license, sublicense or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 after the occurrence of an Event of Default shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Administrative Agent to exercise its rights and remedies in this Article IV at such time as after and during the Collateral Agent shall be lawfully entitled to exercise such rights and remediescontinuance of an Event of Default, each Grantor hereby grants to the Collateral Administrative Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable nonexclusive limited license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Collateral consisting of know know-how, Patents, Copyrights and Trademarks, now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Administrative Agent may be exercised, at the option of the Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license or sublicense entered into by the Collateral Administrative Agent with a third party in accordance with this Section 4.04 shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses Grantors during the existence of an Event of Default) to use, license or sublicense any of the Collateral Collateral, except to the extent that such license may not be granted as a result of an exclusive license arrangement, consisting of know how, Patents, Copyrights and Trademarks, 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. The use of such license by the Collateral Agent may shall be exercised, at the option of the Collateral Agent, only upon after the occurrence and during the continuation of an Event of Default; provided, however, provided that any license or sublicense entered into by the Collateral Agent with a third party Person other than an Agent, Lender or Arranger under the Loan Documents in accordance with this Section 4.04 herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the sole purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV at such time as Agreement upon the Collateral Agent shall be lawfully entitled to exercise such rights occurrence and remediesduring the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses ) to use, license or sublicense (subject to, in all cases, the rights of all existing and future licensees and sublicensees under any Licenses) any of the Collateral consisting of know how, Patents, Copyrights and Intellectual Property (with respect to Trademarks, subject to reasonable quality control in favor 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. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, provided that any license license, sublicense or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the International Collateral Agent to exercise its rights and remedies in this Article IV at such time as the International Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the International Collateral Agent (until the termination of this Agreement and subject to Section 7.146.13) an irrevocable nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Collateral consisting of know how, Patents, Copyrights and Trademarks, now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the International Collateral Agent may be exercised, at the option of the International Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license or sublicense entered into by the International Collateral Agent with a third party in accordance with this Section 4.04 shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses ) to use, license or sublicense any of the Collateral Collateral, except to the extent that such license may not be granted (i) as a result of a pre-existing exclusive Licenses or (ii) pursuant to any License granting such Grantor rights in such Intellectual Property, consisting of know how, Patents, Copyrights and Trademarks, 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; provided that the quality of any services or products in connection with which any Trademarks included in the Collateral are used will not be materially inferior to the quality of such services or products sold by such Grantor under such Trademarks immediately prior to such Event of Default. The use of such license by the Collateral Agent may shall be exercised, at the option of the Collateral AgentAgent (acting in accordance with Article Six of the Indenture), only upon after the occurrence and during the continuation of an Event of Default; provided, however, provided that any license license, sublicense or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default, except to the extent that such . Such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Propertyshall be irrevocable until this Agreement is terminated.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable irrevocable, nonexclusive license (exercisable without payment of rent, royalty or other compensation to the Grantors), subject in all respects to any Licenses ) to use, license or sublicense any of the Intellectual Property Collateral consisting of know how, Patents, Copyrights and Trademarks, now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), 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 thereofthereof and, to the extent permitted by applicable law, the right to prosecute and maintain all Intellectual Property Collateral and the right to xxx for infringement of the Intellectual Property Collateral. The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, provided that any license or sublicense entered into by the Collateral Agent with a third party in accordance with this Section 4.04 shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.license,

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its the rights and remedies in under this Article IV Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent (until to the termination of this Agreement and subject to Section 7.14extent grantable by such Grantor without breaching or violating any agreement) an irrevocable irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors)Grantors and subject, subject in all respects the case of Trademarks, to any Licenses sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks and, in the case of trade secrets, to an obligation of Collateral Agent to take reasonable steps under the circumstances to keep the trade secrets confidential to avoid the risk of invalidation of such trade secrets) to use, license or sublicense any of the Article 9 Collateral consisting of know how, Patents, Copyrights and Trademarks, 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. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of DefaultDefault under either Credit Agreement; provided, however, provided that any license to any third party, sublicense to any third party or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual PropertyDefault under either Credit Agreement.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable nonexclusive irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects ) to the extent that such license does not violate any Licenses then existing licensing arrangements (to the extent that waivers cannot be obtained) to use, license or sublicense sub-license any of the Collateral consisting of know how, Patents, Copyrights and Trademarks, 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 thereofthereof and sufficient rights of quality control in favor of Grantor to avoid the invalidation of the Trademarks subject to the license. The use of such license by the Collateral Agent may shall be exercised, at the option of the that Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, provided that any license, sub-license or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Administrative Agent to exercise its rights and remedies in this Article IV at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Administrative Agent (until the termination of this Agreement and subject to Section 7.14) an irrevocable nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Collateral consisting of know how, Patents, Copyrights and Trademarks, now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Administrative Agent may be exercised, at the option of the Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license or sublicense entered into by the Collateral Administrative Agent with a third party in accordance with this Section 4.04 shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Collateral Agent to exercise its rights and remedies in this Article IV at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent (until the termination of this Agreement and subject to Section 7.146.14) an irrevocable nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors), subject in all respects to any Licenses to use, license or sublicense any of the Collateral consisting of know how, Patents, Copyrights and Trademarks, now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of DefaultDefault and solely for the purpose of enabling the Collateral Agent to exercise its rights and remedies in this Article IV at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies; provided, however, that any license or sublicense entered into by the Collateral Agent with a third party in accordance with this Section 4.04 shall be binding upon each Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent to exercise its the rights and remedies in under this Article IV Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent (until to the termination of this Agreement and subject to Section 7.14extent grantable by such Grantor without breaching or violating any agreement) an irrevocable irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors)Grantors and subject, subject in all respects the case of Trademarks, to any Licenses sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks and, in the case of trade secrets, to an obligation of Collateral Agent to take reasonable steps under the circumstances to keep the trade secrets confidential to avoid the risk of invalidation of such trade secrets) to use, license or sublicense any of the Article 9 Collateral consisting of know how, Patents, Copyrights and Trademarks, 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. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided, however, provided that any license to any third party, sublicense to any third party or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For the purpose of enabling the Collateral Agent Lender to exercise its the rights and remedies in under this Article IV Agreement at such time as the Collateral Agent Lender shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent Lender (until to the termination of this Agreement and subject to Section 7.14extent grantable by such Grantor without breaching or violating any agreement) an irrevocable irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors)Grantors and subject, subject in all respects the case of Trademarks, to any Licenses sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks and, in the case of trade secrets, to an obligation of Lender to take reasonable steps under the circumstances to keep the trade secrets confidential to avoid the risk of invalidation of such trade secrets) to use, license or sublicense any of the Article 9 Collateral consisting of know how, Patents, Copyrights and Trademarks, 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. The use of such license by the Collateral Agent Lender may be exercised, at the option of the Collateral AgentLender, only upon the occurrence and during the continuation of an Event of DefaultDefault and subject to the Intercreditor Agreement; provided, however, provided that any license to any third party, sublicense to any third party or sublicense other transaction entered into by the Collateral Agent with a third party Lender in accordance with this Section 4.04 herewith shall be binding upon each Grantor the Grantors notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Collateral Agent to exercise its rights and remedies in under this Article IV Agreement at such time and only for so long as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each U.S. Grantor hereby grants to the Collateral Agent (until Agent, for the termination ratable benefit of this Agreement and subject to Section 7.14) the Secured Parties, an irrevocable irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorssuch U.S. Grantor), subject in all respects to any Licenses to use, license or sublicense any of the Article 9 Collateral consisting of know how, Patents, Copyrights and Trademarks, Intellectual Property now owned or hereafter acquired by such U.S. 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. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral AgentAgent (acting at the written direction of the Applicable Authorized Representative), only upon the occurrence and during the continuation of an Event of Default; provided, however, that any license license, sublicense or sublicense other transaction entered into by the Collateral Agent with a third party in accordance with this Section 4.04 4.03 shall be binding upon each U.S. Grantor notwithstanding any subsequent cure of an Event of Default, except to the extent that such license or sublicense would invalidate or render unenforceable any such Grantor’s Intellectual Property.