Common use of Grant of Non-Exclusive License Clause in Contracts

Grant of Non-Exclusive License. For the purpose of enabling the Administrative Agent to exercise the Administrative Agent’s Rights and Remedies under Section 6.01 (including in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of the Collateral) at such time as the Administrative Agent shall be lawfully entitled to exercise the Administrative Agent’s Rights and Remedies under Section 6.01, each Grantor hereby (i) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Credit Parties, a royalty free, non-exclusive, irrevocable license, such license being with respect to the Administrative Agent’s exercise of the Administrative Agent’s Rights and Remedies under Section 6.01, including in connection with any completion of the manufacture of Inventory or any sale or other disposition of Inventory (a) to use, apply and affix any Trademark, trade name, logo or the like in which any Grantor now or hereafter has rights, (b) to use, license or sublicense any Intellectual Property, computer software now owned, held or hereafter acquired by such Grantor, including in such license access to all media and to the extent to which any of the licensed items may be recorded or stored and to all such computer software programs and to the extent used for the compilation or print out thereof, provided that the Administrative Agent’s use of the property described in subclauses (a) and (b) above will comply with all applicable law, and (c) to use any and all furniture, fixtures and equipment contained in any premises owned or occupied by any Grantor in connection with the exercise of the Administrative Agent’s Rights and Remedies under Section 6.01, and (ii) without limiting the provisions of Section 6.01(c), agrees to provide the Administrative Agent and/or its agents with access to, and the right to use, any such premises owned or occupied by any Grantor.

Grant of Non-Exclusive License. For the purpose of enabling the Administrative Agent to exercise the Administrative Agent’s Rights 's rights and Remedies remedies under Section 6.01 9.1 (including including, without limitation, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of the Collateral) at such time as the Administrative Agent shall be lawfully entitled to exercise the Administrative Agent’s Rights 's rights and Remedies remedies under Section 6.019.1, each Grantor U.S. Borrower hereby (i) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Credit PartiesLenders, a royalty free, non-exclusive, irrevocable license, such license being with respect to the Administrative Agent’s 's exercise of the Administrative Agent’s Rights 's rights and Remedies remedies under Section 6.019.1 including, including without limitation, in connection with any completion of the manufacture of Inventory or any sale or other disposition of Inventory (a) to use, apply apply, and affix any Trademarktrademark, trade name, logo logo, or the like in which any Grantor U.S. Borrower now or hereafter has rights, (b) to use, license or sublicense any Intellectual Propertyintellectual property, computer software now owned, held or hereafter acquired by such GrantorU.S. Borrower, including in such license access to all media such and to the extent to which any of the licensed items may be recorded or stored and to all such computer software programs such and to the extent used for the compilation or print out thereof, provided that the Administrative Agent’s 's use of the property described in subclauses (a) and (b) above will comply with all applicable law, and (c) to use any and all furniture, fixtures and equipment contained in any premises owned or occupied by any Grantor U.S. Borrower in connection with the exercise of the Administrative Agent’s Rights 's rights and Remedies remedies under Section 6.019.1, and (ii) without limiting the provisions of Section 6.01(c9.1(f), agrees to provide the Administrative Agent and/or its agents with access to, and the right to use, any such premises owned or occupied by any GrantorU.S. Borrower.

Grant of Non-Exclusive License. For the purpose of enabling the Administrative Agent to exercise the Administrative Agent’s Rights rights and Remedies remedies under Section 6.01 8 of this Agreement and Section 6.1 of the Guaranty and Security Agreement (including including, without limitation, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of the Collateral) at such time as the Administrative Agent shall be lawfully entitled to exercise the Administrative Agent’s Rights such rights and Remedies remedies under Section 6.018 of this Agreement and Section 6.1 of the Guaranty and Security Agreement, each Grantor Borrower hereby (ia) grants to the Administrative AgentAgent and its agents, for the benefit of the Administrative Agent and the other Credit Partieseach Secured Party, a royalty free, non-exclusive, irrevocable worldwide license, such license being with respect to the Administrative Agent’s exercise of the Administrative Agent’s Rights its rights and Remedies remedies under Section 6.018 of this Agreement and Section 6.1 of the Guaranty and Security Agreement including, including without limitation, in connection with any completion of the manufacture of Inventory inventory or any sale or other disposition of Inventory inventory (ai) to use, apply apply, and affix any Trademarktrademark, trade name, logo logo, or the like in which any Grantor Borrower now or hereafter has rights, (bii) to use, license or sublicense any Intellectual Property, Property or computer software now owned, held or hereafter acquired by such GrantorBorrower, including in such license access to all media such and to the extent to which any of the licensed items may be recorded or stored and to all such computer software programs such and to the extent used for the compilation or print out thereof; provided, provided that the Administrative Agent’s use of the property described in subclauses clauses (ai) and (bii) above will comply with all applicable lawRequirements of Law, and (ciii) to use any and all furniture, fixtures and equipment contained in any premises owned or occupied by any Grantor Borrower in connection with the exercise of the Administrative Agent’s Rights rights and Remedies remedies under Section 6.018 of this Agreement and Section 6.1 of the Guaranty and Security Agreement, and (iib) without limiting the provisions of Section 6.01(c), agrees to provide the Administrative Agent and/or its agents with access to, and the right to use, any such premises owned or occupied by any GrantorBorrower.

Grant of Non-Exclusive License. For the purpose of enabling the Administrative Agent to exercise the Administrative Agent’s Rights rights and Remedies remedies under Section 6.01 8 of this Agreement and Section 6.1 of the Guaranty and Security Agreement (including including, without limitation, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of the Collateral) at such time as the Administrative Agent shall be lawfully entitled to exercise the Administrative Agent’s Rights such rights and Remedies remedies under Section 6.018 of this Agreement and Section 6.1 of the Guaranty and Security Agreement, each Grantor U.S. Borrower hereby (ia) grants to the Administrative AgentAgent and its agents, for the benefit of the Administrative Agent and the other Credit Partieseach Secured Party, a royalty free, non-exclusive, irrevocable worldwide license, such license being with respect to the Administrative Agent’s exercise of the Administrative Agent’s Rights its rights and Remedies remedies under Section 6.018 of this Agreement and Section 6.1 of the Guaranty and Security Agreement including, including without limitation, in connection with any completion of the manufacture of Inventory inventory or any sale or other disposition of Inventory inventory (ai) to use, apply apply, and affix any Trademarktrademark, trade name, logo logo, or the like in which any Grantor U.S. Borrower now or hereafter has rights, (bii) to use, license or sublicense any Intellectual Property, Property or computer software now owned, held or hereafter acquired by such GrantorU.S. Borrower, including in such license access to all media such and to the extent to which any of the licensed items may be recorded or stored and to all such computer software programs such and to the extent used for the compilation or print out thereof; provided, provided that the Administrative each Agent’s use of the property described in subclauses clauses (ai) and (bii) above will comply with all applicable lawRequirements of Law, and (ciii) to use any and all furniture, fixtures and equipment contained in any premises owned or occupied by any Grantor U.S. Borrower in connection with the exercise of the Administrative each Agent’s Rights rights and Remedies remedies under Section 6.018 of this Agreement and Section 6.1 of the Guaranty and Security Agreement, and (iib) without limiting the provisions of Section 6.01(c), agrees to provide the Administrative Agent and/or its agents with access to, and the right to use, any such premises owned or occupied by any GrantorU.S. Borrower.

Grant of Non-Exclusive License. For the purpose of enabling the Administrative Agent to exercise the Administrative Agent’s Rights rights and Remedies remedies under Section 6.01 9.1 (including including, without limitation, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of the Collateral) at such time as the Administrative Agent shall be lawfully entitled to exercise the Administrative Agent’s Rights rights and Remedies remedies under Section 6.019.1, each Grantor member of the Borrowing Group hereby (i) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Credit PartiesLenders, a royalty free, non-exclusive, irrevocable license, such license being with respect limited to the Administrative Agent’s exercise of the Administrative Agent’s Rights rights and Remedies remedies under Section 6.019.1 including, including without limitation, in connection with any completion of the manufacture of Inventory or any sale or other disposition of Inventory (a) to use, apply apply, and affix any Trademarktrademark, trade name, logo logo, or the like in which any Grantor member of the Borrowing Group now or hereafter has rights, (b) to use, license or sublicense any Intellectual Propertyintellectual property, computer software now owned, held or hereafter acquired by such Grantormember of the Borrowing Group, including in such license access to all media and to the extent to which any of the licensed items may be recorded or stored and to all such computer software programs such and to the extent used for the compilation or print out thereof, provided that the Administrative Agent’s use of the property described in subclauses sub-clauses (a) and (b) above will comply with all applicable law and the terms of any license or other written agreement pursuant to which the applicable Loan Party has rights to hold or use such intellectual property that is the subject of such license to the extent not otherwise avoided by any applicable law, and (c) to use any and all General Intangibles (other than those referred to in clause (a) or (b) above) and any and all furniture, fixtures and equipment contained in any premises owned or occupied by any Grantor member of the Borrowing Group in connection with the storage or maintenance of the Collateral or the exercise of the Administrative Agent’s Rights rights and Remedies remedies under Section 6.019.1, and (ii) without limiting the provisions of Section 6.01(c9.1(f), agrees to provide the Administrative Agent and/or its agents with access to, and the right to use, any such premises owned or occupied by any Grantormember of the Borrowing Group.

Grant of Non-Exclusive License. For the purpose of enabling the Administrative Agent to exercise the Administrative Agent’s Rights rights and Remedies remedies under Section 6.01 9.1 (including including, without limitation, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of the Collateral) at such time as the Administrative Agent shall be lawfully entitled to exercise the Administrative Agent’s Rights rights and Remedies remedies under Section 6.019.1, each Grantor member of the Borrowing Group hereby (i) grants to the Administrative Agent, for the benefit of the Administrative Agent and the other Credit PartiesLenders, a royalty free, non-exclusive, irrevocable license, such license being with respect limited to the Administrative Agent’s exercise of the Administrative Agent’s Rights rights and Remedies remedies under Section 6.019.1 including, including without limitation, in connection with any completion of the manufacture of Inventory or any sale or other disposition of Inventory (a) to use, apply apply, and affix any Trademarktrademark, trade name, logo logo, or the like in which any Grantor member of the Borrowing Group now or hereafter has rights, (b) to use, license or sublicense any Intellectual Propertyintellectual property, computer software now owned, held or hereafter acquired by such Grantormember of the Borrowing Group, including in such license access to all media and to the extent to which any of the licensed items may be recorded or stored and to all such computer software programs such and to the extent used for the compilation or print out thereof, provided that the Administrative Agent’s use of the property described in subclauses sub-clauses (a) and (b) above will comply with all applicable law and the terms of any license or other written agreement pursuant to which the applicable Loan Party has rights to hold or use such intellectual property that is the subject of such license to the extent not otherwise avoided by any applicable law, and (c) to use any and all General Intangibles (other than those referred to in clause (a) or (b) above) and any and all furniture, fixtures and equipment contained in any premises owned or occupied by any Grantor member of the Borrowing Group in connection with the storage or maintenance of the Collateral or the exercise of the Administrative Agent’s Rights rights and Remedies remedies under Section 6.019.1, and (ii) without limiting the provisions of Section 6.01(c9.1(f), agrees to provide the Administrative Agent and/or its agents with access to, and the right to use, any such premises owned or occupied by any Grantormember of the Borrowing Group.

Grant of Non-Exclusive License. For the purpose of enabling the Administrative Collateral Agent to exercise the Administrative Collateral Agent’s Rights and Remedies under Section 6.01 6.1 (including including, without limitation, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of the Collateral) at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise the Administrative Collateral Agent’s Rights and Remedies under Section 6.016.1, each Grantor hereby (i) grants to the Administrative Collateral Agent, for the benefit of the Administrative Collateral Agent and the other Credit Secured Parties, a royalty free, non-exclusive, irrevocable license, such license being with respect to the Administrative Collateral Agent’s exercise of the Administrative Collateral Agent’s Rights and Remedies under Section 6.016.1 including, including without limitation, in connection with any completion of the manufacture of Inventory or any sale or other disposition of Inventory (a) to use, apply apply, and affix any Trademark, trade name, logo or the like in which any Grantor now or hereafter has rights, (b) to use, license or sublicense any Intellectual Property, computer software now owned, held or hereafter acquired by such Grantor, including in such license access to all media and to the extent to which any of the licensed items may be recorded or stored and to all such computer software programs and to the extent used for the compilation or print out thereof, provided that the Administrative Collateral Agent’s use of the property described in subclauses (a) and (b) above will comply with all applicable law, and (c) to use any and all furniture, fixtures and equipment contained in any premises owned or occupied by any Grantor in connection with the exercise of the Administrative Collateral Agent’s Rights and Remedies under Section 6.016.1, and (ii) without limiting the provisions of Section 6.01(c6.1(f), above, agrees to provide the Administrative Collateral Agent and/or its agents with access to, and the right to use, any such premises owned or occupied by any Grantor.

Grant of Non-Exclusive License. For the purpose of enabling the Administrative Collateral Agent to exercise the Administrative Collateral Agent’s Rights and Remedies under Section 6.01 6.1 (including including, without limitation, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of the Collateral) at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise the Administrative Collateral Agent’s Rights and Remedies under Section 6.016.1, each Grantor hereby (i) grants to the Administrative Collateral Agent, for the benefit of the Administrative Collateral Agent and the other Credit Secured Parties, a royalty free, non-exclusive, irrevocable license, such license being with respect to the Administrative Collateral Agent’s exercise of the Administrative Collateral Agent’s Rights and Remedies under Section 6.016.1 including, including without limitation, in connection with any completion of the manufacture of Inventory or any sale or other disposition of Inventory (a) to use, apply apply, and affix any Trademarktrademark, trade name, logo logo, or the like in which any Grantor now or hereafter has rights, (b) to use, license or sublicense any Intellectual Propertyintellectual property, computer software now owned, held or hereafter acquired by such Grantor, including in such license access to all media such and to the extent to which any of the licensed items may be recorded or stored and to all such computer software programs such and to the extent used for the compilation or print out thereof, provided that the Administrative Collateral Agent’s use of the property described in subclauses (a) and (b) above will comply with all applicable law, and (c) to use any and all furniture, fixtures and equipment contained in any premises owned or occupied by any Grantor in connection with the exercise of the Administrative Collateral Agent’s Rights and Remedies under Section 6.016.1, and (ii) without limiting the provisions of Section 6.01(c6.1(c), above, agrees to provide the Administrative Collateral Agent and/or its agents with access to, and the right to use, any such premises owned or occupied by any Grantor.