Common use of License Agreements Clause in Contracts

License Agreements. Each Obligor shall ensure that each Restricted Person shall (a) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to be observed and performed by it, at the times set forth therein, if any, (b) not do, permit, suffer or refrain from doing anything could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (c) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that any Restricted Person may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Restricted Person; provided, however, that such Restricted Person shall give the Administrative Agent not less than 30 days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (d) give the Administrative Agent prompt written notice of any material License Agreement entered into by such Restricted Person after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as either Agent may request, (e) give the Administrative Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to the Administrative Agent (promptly upon the receipt thereof by such Restricted Person in the case of a notice to such Restricted Person, and concurrently with the sending thereof in the case of a notice from such Restricted Person) a copy of each notice of default and every other notice and other communication received or delivered by such Restricted Person in connection with any material License Agreement that relates to the right of such Restricted Person to continue to use the property subject to such License Agreement and (f) furnish to the Administrative Agent, promptly upon the request of either Agent, such information and evidence as either Agent may require from time to time concerning the observance, performance and compliance by such Restricted Person or the other party or parties thereto with the terms, covenants or provisions of any material License Agreement.

License Agreements. Each Obligor shall ensure that each Restricted Person (a) Credit Parties shall (ai) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to be observed and performed by it, at the times set forth therein, if any, (bii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (ciii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; exceptexcept that, that any Restricted Person subject to Section 9.21(b), Credit Parties may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Restricted PersonCredit Party; provided, however, provided that such Restricted Person Credit Parties shall give the each Administrative Agent not less than 30 thirty (30) days prior written notice of its their intention to so cancel, surrender and release any such material License Agreement, (div) give the each Administrative Agent prompt written notice of any material License Agreement entered into by such Restricted Person any Credit Party after the date hereofAmendment and Restatement Effective Date, together with a true, correct and complete copy thereof and such other information with respect thereto as either such Administrative Agent may request, (ev) give the each Administrative Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to the such Administrative Agent (promptly upon the receipt thereof by such Restricted Person Credit Party in the case of a notice to such Restricted Personany Credit Party, and concurrently with the sending thereof in the case of a notice from such Restricted Personany Credit Party) a copy of each notice of default and every other notice and other communication received or delivered by such Restricted Person any Credit Party in connection with any material License Agreement that which relates to the right of such Restricted Person a Credit Party to continue to use the property subject to such License Agreement Agreement, and (fvi) furnish to the each Administrative Agent, promptly upon the request of either such Administrative Agent, such information and evidence as either such Administrative Agent may require from time to time concerning the observance, performance and compliance by such Restricted Person any Credit Party or the other party or parties thereto with the terms, covenants or provisions of any material License Agreement. (b) Credit Parties will either exercise any option to renew or extend the term of each material License Agreement in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to each Administrative Agent or give such Administrative Agent prior written notice that Credit Parties do not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of Credit Parties to extend or renew any material License Agreement, each Administrative Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of such Administrative Agent or in the name and behalf of such Credit Party, as such Administrative Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Each Administrative Agent may, but shall not be required to, perform any or all of such obligations of any Credit Party under any of the License Agreements, including, but not limited to, the payment of any or all sums due from Credit Party thereunder. Any sums so paid by any Agent shall constitute part of the Obligations.

License Agreements. (a) Each Obligor shall ensure that each Restricted Person Borrower shall (ai) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to be observed and performed by it, at the times set forth therein, if any, (bii) not do, permit, suffer or refrain from doing anything could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (ciii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that any Restricted Person ------ that, subject to Section 9.20(b) below, a Borrower may cancel, surrender or ---- release any material License Agreement in the ordinary course of the business of such Restricted PersonBorrower; provided, howeverthat, that such Restricted Person Borrower shall give the Administrative Agent Lender not less than 30 -------- ---- thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (div) give the Administrative Agent Lender prompt written notice of any material License Agreement entered into by such Restricted Person Borrower after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as either Agent Lender may request, (ev) give the Administrative Agent Lender prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to the Administrative Agent Lender (promptly upon the receipt thereof by such Restricted Person Borrower in the case of a notice to such Restricted PersonBorrower, and concurrently with the sending thereof in the case of a notice from such Restricted PersonBorrower) a copy of each notice of default and every other notice and other communication received or delivered by such Restricted Person Borrower in connection with any material License Agreement that which relates to the right of such Restricted Person Borrower to continue to use the property Property subject to such License Agreement Agreement, and (fvi) furnish to the Administrative AgentLender, promptly upon the request of either AgentLender, such information and evidence as either Agent Lender may require from time to time concerning the observance, performance and compliance by such Restricted Person Borrower or the other party or parties thereto with the terms, covenants or provisions of any material License Agreement. (b) Each Borrower will either exercise any option to renew or extend the term of each material License Agreement in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Lender or give Lender prior written notice that such Borrower does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of any Borrower to extend or renew any material License Agreement, Lender shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Lender or in the name and behalf of such Borrower, as Lender shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Lender may, but shall not be required to, perform any or all of such obligations of any Borrower under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower thereunder. Any sums so paid by Lender shall constitute part of the Obligations.

License Agreements. Each Obligor shall ensure that each Restricted Person shall (a) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to be observed and performed by it, at the times set forth form therein, if any, (b) not do, permit, suffer or refrain from doing anything could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (c) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that any Restricted Person may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Restricted Person; provided, however, that such Restricted Person shall give the Administrative Agent not less than 30 days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (d) give the Administrative Agent prompt written notice of any material License Agreement entered into by such Restricted Person after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as either Agent may request, (e) give the Administrative Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to the Administrative Agent (promptly upon the receipt thereof by such Restricted Person in the case of a notice to such Restricted Person, and concurrently with the sending thereof in the case of a notice from such Restricted Person) a copy of each notice of default and every other notice and other communication received or delivered by such Restricted Person in connection with any material License Agreement that relates to the right of such Restricted Person to continue to use the property subject to such License Agreement Agreement, and (f) furnish to the Administrative Agent, promptly upon the request of either Agent, such information and evidence as either Agent may require from time to time concerning the observance, performance and compliance by such Restricted Person or the other party or parties thereto with the terms, covenants or provisions of any material License Agreement.

License Agreements. (a) Each Obligor shall ensure that each Restricted Person Borrower shall (ai) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to be observed and performed by it, at the times set forth therein, if any, (bii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (ciii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that any Restricted Person that, subject to Section 9.19(b) below, such Borrower may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Restricted PersonBorrower; provided, howeverthat, that such Restricted Person Borrower shall give the Administrative Agent Lender not less than 30 thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (div) give the Administrative Agent Lender prompt written notice of any material License Agreement entered into by such Restricted Person Borrower after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as either Agent Lender may reasonably request, (ev) give the Administrative Agent Lender prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to the Administrative Agent Lender (promptly upon the receipt thereof by such Restricted Person Borrower in the case of a notice to such Restricted PersonBorrower, and concurrently with the sending thereof in the case of a notice from such Restricted PersonBorrower) a copy of each notice of default and every other notice and other communication received or delivered by such Restricted Person Borrower in connection with any material License Agreement that which relates to the right of such Restricted Person Borrower to continue to use the property subject to such License Agreement Agreement, and (fvi) furnish to the Administrative AgentLender, promptly upon the request of either AgentLender, such information and evidence as either Agent Lender may reasonably require from time to time concerning the observance, performance and compliance by such Restricted Person Borrower or the other party or parties thereto with the terms, covenants or provisions of any material License Agreement. (b) Each Borrower will either exercise any option to renew or extend the term of each material License Agreement in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Lender or give Lender prior written notice that such Borrower does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of any Borrower to extend or renew any material License Agreement, Lender shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name as agent for Lender, or in the name of a designee or nominee of Lender or in the name of such Borrower, as Lender shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Lender may, but shall not be required to, perform any or all of such obligations of any Borrower under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower thereunder. Any sums so paid by Lender shall constitute part of the Obligations.

License Agreements. (a) Each Obligor shall ensure that each Restricted Person Borrower shall (ai) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to be observed and performed by it, at the times set forth therein, if any, (bii) not do, permit, suffer or refrain from doing anything could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (ciii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that any Restricted Person that, subject to Section 9.15(b) below, such Borrower may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Restricted PersonBorrower; provided, howeverthat, that such Restricted Person Borrower shall give the Administrative Agent Lender not less than 30 thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material Material License Agreement, (div) give the Administrative Agent Lender prompt written notice of any material License Agreement entered into by such Restricted Person Borrower after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as either Agent Lender may request, (ev) give the Administrative Agent Lender prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to the Administrative Agent Lender (promptly upon the receipt thereof by such Restricted Person Borrower in the case of a notice to such Restricted PersonBorrower, and concurrently with the sending thereof in the case of a notice from such Restricted PersonBorrower) a copy of each notice of default and every other notice and other communication received or delivered by such Restricted Person Borrower in connection with any material License Agreement that which relates to the right of such Restricted Person Borrower to continue to use the property subject to such License Agreement Agreement, and (fvi) furnish to the Administrative AgentLender, promptly upon the request of either AgentLender, such information and evidence as either Agent Lender may require from time to time concerning the observance, performance and compliance by such Restricted Person Borrower or the other party or parties thereto with the terms, covenants or provisions of any material License Agreement. (b) Each Borrower will either exercise any option to renew or extend the term of each material License Agreement in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Lender or give Lender prior written notice that such Borrower does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of any Borrower to extend or renew any material License Agreement, Lender shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Lender or in the name and behalf of such Borrower, as Lender shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Lender may, but shall not be required to, perform any or all of such obligations of any Borrower under any of the License Agreements, including, but not limited to, the payment of any or all sums due from Borrower thereunder. Any sums so paid by Lender shall constitute part of the Obligations.

License Agreements. (i) Each Obligor shall ensure that each Restricted Person Borrower shall (ai) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to be observed and performed by it, at the times set forth therein, if any, (bii) not do, permit, suffer or refrain from doing anything could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (ciii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that any Restricted Person that, subject to Section 9.19(b) below, a Borrower may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Restricted PersonBorrower; provided, howeverthat, that such Restricted Person Borrower shall give the Administrative Agent Lender not less than 30 thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (div) give the Administrative Agent Lender prompt written notice of any material License Agreement entered into by such Restricted Person Borrower after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as either Agent Lender may request, (ev) give the Administrative Agent Lender prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to the Administrative Agent Lender (promptly upon the receipt thereof by such Restricted Person Borrower in the case of a notice to such Restricted PersonBorrower, and concurrently with the sending thereof in the case of a notice from such Restricted PersonBorrower) a copy of each notice of default and every other notice and other communication received or delivered by such Restricted Person Borrower in connection with any material License Agreement that which relates to the right of such Restricted Person Borrower to continue to use the property subject to such License Agreement Agreement, and (fvi) furnish to the Administrative AgentLender, promptly upon the request of either AgentLender, such information and evidence as either Agent Lender may require from time to time concerning the observance, performance and compliance by such Restricted Person Borrower or the other party or parties thereto with the terms, covenants or provisions of any material License Agreement. (ii) Each Borrower will either exercise any option to renew or extend the term of each material License Agreement in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Lender or give Lender prior written notice that such Borrower does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of any Borrower to extend or renew any material License Agreement, Lender shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Lender or in the name and behalf of such Borrower, as Lender shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Lender may, but shall not be required to, perform any or all of such obligations of any Borrower under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower thereunder. Any sums so paid by Lender shall constitute part of the Obligations.

License Agreements. (a) Each Obligor shall ensure that each Restricted Person Borrower shall (ai) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to be observed and performed by it, at the times set forth therein, if any, (bii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (ciii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that any Restricted Person that, subject to Section 9.18(b) below, such Borrower may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Restricted PersonBorrower; provided, howeverthat, that such Restricted Person Borrower shall give the Administrative Agent not less than 30 thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (div) give the Administrative Agent prompt written notice of any material License Agreement entered into by such Restricted Person Borrower after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as either Agent may reasonably request, (ev) give the Administrative Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to the Administrative Agent (promptly upon the receipt thereof by such Restricted Person Borrower in the case of a notice to such Restricted PersonBorrower, and concurrently with the sending thereof in the case of a notice from such Restricted PersonBorrower) a copy of each notice of default and every other notice and other communication received or delivered by such Restricted Person Borrower in connection with any material License Agreement that which relates to the right of such Restricted Person Borrower to continue to use the property subject to such License Agreement Agreement, and (fvi) furnish to the Administrative Agent, promptly upon the request of either Agent, such information and evidence as either Agent may reasonably require from time to time concerning the observance, performance and compliance by such Restricted Person Borrower or the other party or parties thereto with the terms, covenants or provisions of any material License Agreement. (b) Each Borrower will either exercise any option to renew or extend the term of each material License Agreement in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of any Borrower to extend or renew any material License Agreement, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name as agent for the Lenders, or in the name of a designee or nominee of Agent or in the name of such Borrower, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of any Borrower under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower thereunder. Any sums so paid by Agent shall constitute part of the Obligations.

License Agreements. Each Obligor shall ensure With respect to a license agreement applicable to Intellectual Property material to the business of Borrower and its Subsidiaries that each Restricted Person shall (a) promptly is owned by a third party and faithfully observe licensed to Borrower or a Subsidiary thereof and perform all of that is affixed to or otherwise used in connection with the material termsmanufacture, covenants, conditions and provisions of the material License Agreements to be observed and performed by it, at the times set forth therein, if any, (b) not do, permit, suffer sale or refrain from doing anything could reasonably be expected to result in a default under or breach of any of the terms distribution of any material License Agreementinventory, each of Borrower and its Subsidiaries shall (ci) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material except with respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that any Restricted Person may cancel, surrender or release any material License Agreement occurrences in the ordinary course of business and which are not materially adverse to Borrower or the business of such Restricted Person; providedapplicable Subsidiary, however, that such Restricted Person shall give the Administrative Collateral Agent not less than 30 forty-five (45) days prior written notice of its intention to so not renew or to terminate, cancel, surrender and or release its rights under any such material License Agreementlicense agreement, or to amend any such license agreement or related arrangements to limit the scope of the right of Borrower or such Subsidiary to use the Intellectual Property subject to such license agreement, either with respect to product, territory, term or otherwise, or to increase the amounts to be paid by Borrower or such Subsidiary party thereto thereunder or in connection therewith, (dii) except with respect to occurrences in the ordinary course of business and which are not materially adverse to Borrower or the applicable Subsidiary, give the Administrative Collateral Agent prompt written notice of any material License Agreement such license agreement entered into by Borrower or such Restricted Person Subsidiary after the date hereof, or any material amendment to any such license agreement existing on the date hereof, in each case together with a true, correct and complete copy thereof and such other information with respect thereto as either Collateral Agent may may, in good faith request, (eiii) give the Administrative Collateral Agent prompt written notice of any material breach of any obligation, or any default, by the third party that is the licensor or by Borrower or such Subsidiary that is the licensee or any other party under any material License Agreementsuch license agreement other than bona fide commercial disputes being contested in good faith, and (iv) deliver to the Administrative Collateral Agent (promptly upon the receipt thereof by such Restricted Person Borrower or any of its Subsidiaries in the case of a notice to any such Restricted Person, person and concurrently with the sending thereof in the case of a notice from such Restricted Personperson) a copy of each notice of default and every any other notice and other communication received or delivered by such Restricted Person person in connection with any material License Agreement such license agreement that relates to the right scope of such Restricted Person to continue the right, or the continuation of the right, of Borrower or any of its Subsidiaries to use the property Intellectual Property subject to such License Agreement and (f) furnish to the Administrative Agent, promptly upon the request of either Agent, such information and evidence as either Agent may require from time to time concerning the observance, performance and compliance by such Restricted Person license agreement or the amounts required to be paid thereunder other party or parties thereto with the terms, covenants or provisions of any material License Agreementthan bona fide commercial disputes being contested in good faith.

License Agreements. (a) Each Obligor shall ensure that each Restricted Person Borrower shall (ai) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to be observed and performed by it, at the times set forth therein, if any, (bii) not do, permit, suffer or refrain from doing anything could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (ciii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that any Restricted Person that, subject to Section 9.19(b) below, such Borrower may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Restricted PersonBorrowers; provided, however, that such Restricted Person Borrowers shall give the Administrative Agent Lender not less than 30 thirty (30) days prior written notice of its such Borrower's intention to so cancel, surrender and release any such material License Agreement, (div) give the Administrative Agent Lender prompt written notice of any material License Agreement entered into by such Restricted Person any Borrower after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as either Agent Lender may request, (ev) give the Administrative Agent Lender prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to the Administrative Agent Lender (promptly upon the receipt thereof by such Restricted Person any Borrower in the case of a notice to such Restricted Personany Borrower, and concurrently with the sending thereof in the case of a notice from such Restricted Personany Borrower) a copy of each notice of default and every other notice and other communication received or delivered by such Restricted Person any Borrower in connection with any material License Agreement that which relates to the right of such Restricted Person any Borrower to continue to use the property subject to such License Agreement Agreement, and (fvi) furnish to the Administrative AgentLender, promptly upon the request of either AgentLender, such information and evidence as either Agent Lender may require from time to time concerning the observance, performance and compliance by such Restricted Person any Borrower or the other party or parties thereto with the terms, covenants or provisions of any material License Agreement. (b) Borrowers will either exercise any option to renew or extend the term of each material License Agreement in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Lender or give Lender prior written notice that a Borrower does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or