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

Grant of License to Use Intellectual Property. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article 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, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtained) to use, license or 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 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 shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the 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. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article 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, and for no other purpose, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements use or sublicense (to the extent that waivers cannot be obtainedits contractors, agents or representatives, or otherwise exercising its remedies hereunder) to use, license or 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 thereof, to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and sufficient rights a third party governing such Intellectual Property (and shall be subject to any such licenses), or gives such third party any right of quality control in favor acceleration, modification, termination or cancellation therein and (b) is not prohibited by any Requirements of Grantor Law; provided that such license and sublicenses with respect to avoid the invalidation of the Trademarks shall be subject to the licensemaintenance 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 shall may be exercised, at the option of the Collateral Agent, upon the occurrence and exercised solely during the continuation of an Event of Default; provided that any license, sub-license sublicense or other transaction entered into by the Collateral 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. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants (subject to the following sentence) to the Collateral Agent an irrevocableirrevocable (during the continuance of an Event of Default), non-exclusive worldwide, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtained) ), to use, license or sub-license 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 and sufficient rights thereof, subject, in the case of Trademarks, to the observance of standards of quality control and inspection in favor of Grantor to avoid connection with the invalidation of the Trademarks subject to the license. The use of such Trademarks as are sufficient to maintain the validity and enforceability of such Trademarks. Such use, license or sublicense by the Collateral Agent shall may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided provided, however, that any license, sub-license sublicense or other transaction entered into by the 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. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for For the purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Article Article, at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies upon the occurrence and during the continuance of an Event of Default, each Grantor hereby grants grants, to the Collateral extent it has the right to grant, to the Administrative Agent an irrevocable, non-exclusive nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtainedGrantor) to use, license or sub-license sublicense any of the Collateral consisting of Intellectual Property now owned or held or hereafter acquired or held by or on behalf of 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 and sufficient rights of quality control in favor of Grantor to avoid the invalidation thereof, unless any of the Trademarks subject Grantor’s obligations would violate any then-existing licensing arrangements to the licenseextent that waivers cannot be obtained. The use of such license by the Collateral Administrative Agent shall be exercised, at the option of the Collateral Administrative Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license sublicense or other transaction entered into by the Collateral Administrative Agent in accordance herewith shall be binding upon the Grantors such Grantor notwithstanding any subsequent cure of an Event of Default. Any royalties and other payments received by the Administrative Agent shall be applied in accordance with Section 6.2.

Grant of License to Use Intellectual Property. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for For the purpose of enabling the Note Collateral Agent to exercise rights and remedies under this Article at such time as the Note Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Note Collateral Agent for the benefit of the Note Secured Parties an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtained) to use, license or 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 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 Note Collateral Agent shall be exercised, at the option of the Note Collateral Agent, Agent upon the occurrence and during the continuation of an Event of DefaultDefault (as defined in the Note); provided that any license, sub-license or other transaction entered into by the Note Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultDefault (as defined in the Note).

Grant of License to Use Intellectual Property. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article 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, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtained) to use, license or 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 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 shall be exercised, at the option of the Collateral AgentAgent (if the First-Lien Termination Date has occurred), upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the 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. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article Agreement or under the Credit 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 an irrevocable, non-exclusive a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtained) to use, license or sub-license 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 and sufficient rights of quality control in favor of Grantor to avoid the invalidation of the Trademarks subject to the licensethereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license sublicense or other transaction entered into by the 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. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as Agreement, each Grantor, solely during the continuance of an Event of Default, or if the Collateral Agent shall be lawfully entitled to Agent’s exercise such rights and remediesof remedies hereunder has commenced, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtained) to use, license or sub-license 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 and sufficient rights of quality control in favor of Grantor to avoid the invalidation of the Trademarks subject to the licenseextent 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. The use of such license by the Collateral Agent shall may only be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided further that any license, sub-license sublicense or other transaction entered into by the 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. In accordance withSolely for the purpose of enabling the Notes Collateral Agent, and subject to the extent consistent with, the terms of the Intercreditor Agreement, for the purpose of enabling the Collateral Agent to exercise rights and remedies under Article V of this Article Agreement at such time as the Notes Collateral Agent shall be lawfully entitled entitled, and to the extent necessary, to exercise such rights and remedies, each Grantor hereby grants to (in the Notes Collateral Agent’s sole discretion) a designee of the Notes Collateral Agent an irrevocableor the Notes Collateral Agent, non-exclusive for the benefit of the Secured Parties, a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtainedGrantor) to use, license or sub-license sublicense any of the its Article 9 Collateral consisting of Intellectual Property (excluding Trademarks) now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including including, without limitation, in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and sufficient rights of quality control in favor of Grantor to avoid the invalidation of the Trademarks subject to the licensethereof. The use of such license by the Notes Collateral Agent shall (or its designee) may be exercised, at the option of the Notes Collateral AgentAgent and subject to the terms of the Intercreditor Agreement, solely upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license sublicense or other transaction entered into by the 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. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article 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 for the benefit of the Secured Parties an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtained) to use, license or 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 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 shall be exercised, at the option of the Collateral Agent, Agent upon the occurrence and during the continuation of an Event of DefaultDefault (as defined in the New Debentures); provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultDefault (as defined in the New Debentures).

Grant of License to Use Intellectual Property. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article 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, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtained) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, to the extent granting such license or sub-license would not violate any agreement applicable to 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 and sufficient rights of quality control in favor of Grantor to avoid the invalidation of the Trademarks subject to the licensethereof. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.