Common use of License of Intellectual Property Clause in Contracts

License of Intellectual Property. The Obligors hereby assign, transfer and convey to the Administrative Agent, effective upon the occurrence of any Event of Default, the nonexclusive right and license to use all Intellectual Property owned by or used by any Obligor that relate to the Collateral and any other collateral granted by the Obligors as security for the Secured Obligations (to the extent this license can be granted without violation of the Obligor’s license thereof), together with any goodwill associated therewith, all to the extent necessary to enable the Administrative Agent to use, possess and realize on the Collateral and to enable any successor or assign to enjoy the benefits of the Collateral. This right and license shall inure to the benefit of all successors, assigns and transferees of the Administrative Agent and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right and license is granted free of charge, without requirement that any monetary payment whatsoever be made to the Obligors.

License of Intellectual Property. The Except for any Intellectual Property licensed or used by the Obligors pursuant to the Franchise Agreements, the Obligors hereby assign, transfer and convey to the Administrative Agent, effective upon the occurrence and during the continuance of any Event of Default, the nonexclusive right and license to use all Intellectual Property owned by or used by any Obligor that relate to the Collateral and any other collateral granted by the Obligors as security for the Secured Obligations (to the extent this license can be granted without violation of the Obligor’s license thereof)Credit Party Obligations, together with any goodwill associated therewith, all to the extent necessary to enable the Administrative Agent to use, possess and realize on the Collateral and to enable any successor or assign to enjoy the benefits of the Collateral. This right and license shall inure to the benefit of all successors, assigns and transferees of the Administrative Agent and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right and license is granted free of charge, without requirement that any monetary payment whatsoever be made to the Obligors.

License of Intellectual Property. The Subject to Section 2(b), the Obligors hereby assign, transfer and convey to the Administrative Applicable Agent, effective upon the occurrence and continuance of any Event of DefaultDefault and subject to the Intercreditor Agreement, the nonexclusive right and license to use all Intellectual Property owned by or used by any Obligor that relate to the Collateral and any other collateral granted by the Obligors as security for the First Priority Obligations and the Secured Obligations (to the extent this license can be granted without violation of the Obligor’s license thereof)Obligations, as applicable, together with any goodwill associated therewith, all to the extent necessary to enable the Administrative Applicable Agent to use, possess and realize on the Collateral and to enable any successor or assign to enjoy the benefits of the Collateral. This right and license shall inure to the benefit of all successors, assigns and transferees of the Administrative Applicable Agent and its successors, assigns and transferees, whether by voluntary conveyance, operation of law, assignment, transfer, foreclosure, deed in lieu of foreclosure or otherwise. Such right and license is granted free of charge, without requirement that any monetary payment whatsoever be made to the Obligors.