Common use of License of Software Clause in Contracts

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Agreement), and (ii) the date each of this Agreement and the Credit and Security Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent and the Servicer Smithfield an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, the consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Agreement)Obligations, and (ii) the date on which each of this Agreement and the Credit and Security Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent (as Buyer’s assignee)Agent, from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have has an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer Smithfield each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent Administrator and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; , provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such the applicable Originator hereby agrees that upon the request of Buyer (or Buyer’s assigneeits assigns), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Loan Agreement), and (ii) the date on which each of this Agreement and the Credit and Security Loan Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent Administrator (as Buyer’s the ultimate assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have under the Loan Agreement has an enforceable ownership interest in the Records records included in the Receivable Files relating to the Receivables purchased acquired from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent Administrator and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Recordsrecords.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent Administrator and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; , provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations Aggregate Unpaids (as defined in the Credit and Security Purchase Agreement), and (ii) the date each of this Agreement and the Credit and Security Purchase Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent Administrator (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent Administrator and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent Administrator and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; , provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations Aggregate Unpaids (as defined in the Credit and Security Purchase Agreement), and (ii) the date each of this Agreement and the Credit and Security Purchase Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent Administrator (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent Administrator and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, in connection with the Purchase of Receivables hereunder, such Originator hereby grants to each of Buyer, the Administrative Agent Agents and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; provided that , PROVIDED THAT should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), such Originator will use its commercially reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations Aggregate Unpaids (as defined in the Credit and Security Transfer Agreement), and (ii) the date on which each of this Agreement and the Credit and Security Transfer Agreement terminates has terminated in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent Agents (as Buyer’s assignee's assignees), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Transfer Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent Agents and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; provided that PROVIDED THAT should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Agreement), and (ii) the date each of this Agreement and the Credit and Security Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have an enforceable ownership interest in the Records relating to the Receivables distributed by purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer (and Buyer, the Administrative Agent ’s assignee) and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; , provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations Aggregate Unpaids (as defined in the Credit and Security Purchase Agreement), and (ii) the date each of this Agreement and the Credit and Security Purchase Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer (and Buyer, the Administrative Agent ’s assignee) and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; provided that , PROVIDED THAT should the consent of any licensor of such software be required for the grant of the license described herein, herein to be effective: (x) the license granted herein shall not apply to such software unless and until such consent is obtained, and (y) such Originator hereby agrees that that, upon the request of Buyer (or Buyer’s 's assignee)) made at any time during the continuation of a Termination Event or an Amortization Event, such Originator will use its reasonable efforts (i) to obtain the consent of such third-party licensor. If any software used , and (ii) in advance of obtaining such consent, in connection with each Review pursuant to SECTION 4.1(D), to make personnel who are covered by any Originator to account for the Receivables originated by it prohibits such Originator from granting the Originator's license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for and knowledgeable about its use, available to Buyer (or Buyer's assignee) to test data or generate such reports relating the grant of the license described herein is not obtained, there shall Receivables that may be no transfer of such software hereunder or any grant by such Originator of the license to use described hereinreasonably requested. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Agreement), and (ii) the date each of this Agreement, the Second Step Receivables Sale Agreement and the Credit and Security Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Credit and Security Agreement have an enforceable ownership or security interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) in accordance with SECTION 1.6(A) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator Seller to account for the Receivables originated by it is non-transferable, such Originator Seller hereby grants to each of Buyer, the Administrative Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator Seller to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator Seller or is owned by others and used by such Originator Seller under license agreements with respect thereto; provided that , PROVIDED THAT should the consent of any licensor of such software be required for the grant of the license described herein, herein to be effective: (x) the license granted herein shall not apply to such software unless and until such consent is obtained, such Originator and (y) Seller hereby agrees that that, upon the request of Buyer (or Buyer’s 's assignee)) made at any time during the continuation of a Termination Event or an Amortization Event, such Originator Seller will use its reasonable efforts (i) to obtain the consent of such third-party licensor. If any software used , and (ii) in advance of obtaining such consent, in connection with each Review pursuant to SECTION 4.1(D), to make personnel who are covered by any Originator to account for the Receivables originated by it prohibits such Originator from granting the Seller's license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for and knowledgeable about its use, available to Buyer (or Buyer's assignee) to test data or generate such reports relating the grant of the license described herein is not obtained, there shall Receivables that may be no transfer of such software hereunder or any grant by such Originator of the license to use described hereinreasonably requested. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Agreement), and (ii) the date each of the First Step Receivables Sale Agreement, this Agreement and the Credit and Security Agreement terminates in accordance with its terms. (b) Each Originator Seller (i) shall take such action requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Credit and Security Agreement have an enforceable ownership or security interest in the Records relating to the Receivables purchased from such Originator hereunderReceivables, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) in accordance with SECTION 1.6(A) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent Administrator and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; , provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s assigneeits assigns), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Loan Agreement), and (ii) the date on which each of this Agreement and the Credit and Security Loan Agreement terminates in accordance with its terms. (b) Each . Originator (i) shall take such action requested by Buyer and/or the Administrative Agent Administrator (as Buyer’s the ultimate assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have under the Loan Agreement has an enforceable ownership interest in the Records records included in the Receivable Files relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent Administrator and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.records. . If, notwithstanding the intention of the parties expressed in Section 1.2(d), any sale or contribution by Originator of Receivables hereunder shall be characterized as a secured loan and not a sale or such sale shall for any reason be ineffective or unenforceable, then this Agreement shall be deemed to constitute a security agreement under the UCC and other applicable law. For this purpose and without being in derogation of the parties' intention that the sale of Receivables by Originator hereunder shall constitute a true sale thereof: Originator hereby grants to Buyer a valid and continuing security interest in all of Originator's right, title and interest in, to and under all Receivables which are now existing or hereafter arising, all Collections and Related Security with respect thereto, all other rights and payments relating to such Receivables and all proceeds of the foregoing to secure the prompt and complete payment of a loan deemed to have been made in an amount equal to the Purchase Price of the Receivables purchased from Originator together with all other obligations of Originator hereunder, which security interest shall be prior to all other Adverse Claims thereto. Buyer and its assigns shall have, in addition to the rights and remedies which they may have under this Agreement, all other rights and remedies provided to a secured creditor under the UCC and other applicable law, which rights and remedies shall be cumulative. REPRESENTATIONS AND WARRANTIES

License of Software. (a) To the extent that any software used by any Originator Seller to account for the Receivables originated by it is non-transferable, such Originator Seller hereby grants to each of BuyerPurchaser, the Administrative Agent Servicer and the Servicer their respective assigns, an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator Seller to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator Seller or is owned by others and used by such Originator Seller under license agreements with respect thereto; provided that , PROVIDED THAT should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator Seller hereby agrees that upon the request of Buyer Purchaser (or Buyer’s assigneeits assigns), such Originator Seller will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Loan Agreement), and (ii) the date on which each of this Agreement and the Credit and Security Loan Agreement terminates in accordance with its terms. (b) Each Originator Seller (i) shall take such action requested by Buyer Purchaser and/or the Administrative Agent Administrator (as Buyer’s the ultimate assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer Purchaser and its assigns have an enforceable ownership interest in the Records records included in the Receivable Files relating to the Receivables purchased from such Originator Seller hereunder, and (ii) shall use its reasonable efforts to ensure that BuyerPurchaser, the Administrative Agent Servicer and the Servicer their respective assigns each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Recordsrecords.

License of Software. (a) To the extent that any software used by any Originator Seller to account for the Receivables originated by it is non-transferable, such Originator Seller hereby grants to each of the Buyer, the Master Servicer and the Administrative Agent (it being understood that the Administrative Agent will not use the license granted hereunder until after the occurrence and during the Servicer continuation of a Termination Event) an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator Seller to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator Seller or is owned by others and used by such Originator Seller under license agreements with respect thereto; provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator Seller hereby agrees that upon the request of Buyer (the Buyer, the Master Servicer or Buyer’s assignee)the Administrative Agent, such Originator Seller will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator Seller to account for the Receivables originated by it prohibits such Originator Seller from granting the license to use described herein, or if, after reasonable efforts, the consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator Seller of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Agreement), and (ii) the date each of this Agreement and the Credit and Security Agreement terminates in accordance with its terms. (b) Final Date. Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) Seller shall use its reasonable efforts to ensure that each of the Buyer, the Master Servicer and the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or and to recreate all Records (in the case of the Administrative Agent such Recordsright becoming enforceable only after the occurrence and during the continuation of a Termination Event).

License of Software. (a) To the extent that any software used by any the Originator to account for the Receivables Transferred Assets originated by it is non-transferable, such the Originator hereby grants to each of Buyer, the Administrative Agent Buyer and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such the Originator to account for such ReceivablesTransferred Assets, to the extent necessary to administer such ReceivablesTransferred Assets, whether such software is owned by such the Originator or is owned by others and used by such the Originator under license agreements with respect thereto; provided that should the consent of any licensor of such software be required for the grant of the license described herein, herein to be effective, such grant will be conditioned upon such consent, and Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), such the Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any the Originator to account for the Receivables Transferred Assets originated by it prohibits such the Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such the Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur collection or write-off of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Agreement), and (ii) the date each of this Agreement and the Credit and Security Agreement terminates in accordance with its termsall Purchased Receivables or Purchased Participations hereunder. (b) Each The Originator (i) shall take such action requested by Buyer and/or the Administrative Agent (as or Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have an enforceable ownership interest in the Records relating to the Receivables Transferred Assets purchased from such the Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent Buyer and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables Transferred Assets and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by Originated By it is non-transferable, such Originator hereby grants to each of Buyerthe applicable Transferees, the Administrative Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; provided that , PROVIDED THAT should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer any applicable Transferee (or Buyer’s assigneeits assigns), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations Aggregate Unpaids (as defined in the Credit and Security Purchase Agreement), and (ii) the date each of this Agreement and the Credit and Security Purchase Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer any applicable Transferee and/or the Administrative Agent (as Buyer’s the ultimate assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer the applicable Transferee and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyerthe applicable Transferee(s), the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; provided that , PROVIDED THAT should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations Aggregate Unpaids (as defined in the Credit and Security Purchase Agreement), and (ii) the date each of this Agreement and the Credit and Security Purchase Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such reasonable action requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or BuyerXxxxx’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Agreement), and (ii) the date each of this Agreement and the Credit and Security Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer Xxxxx and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; , provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations Aggregate Unpaids (as defined in the Credit and Security Purchase Agreement), and (ii) the date each of this Agreement and the Credit and Security Purchase Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator Seller to account for the Receivables originated by it is non-transferable, such Originator Seller hereby grants to each of the Buyer, the Master Servicer and the Administrative Agent (it being understood that the Administrative Agent will not use the license granted hereunder until after the occurrence and during the Servicer continuation of a Termination Event) an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator Seller to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator Seller or is owned by others and used by such Originator Seller under license agreements with respect thereto; provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator Seller hereby agrees that upon the request of the Buyer (or Buyer’s assigneeon the direction of the NZ Manager), the Master Servicer or the Administrative Agent, such Originator Seller will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator Seller to account for the Receivables originated by it prohibits such Originator Seller from granting the license to use described herein, or if, after reasonable efforts, the consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator Seller of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Agreement), and (ii) the date each of this Agreement and the Credit and Security Agreement terminates in accordance with its terms. (b) Final Date. Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) Seller shall use its reasonable efforts to ensure that each of the Buyer, the Master Servicer and the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or and to recreate all Records (in the case of the Administrative Agent such Recordsright becoming enforceable only after the occurrence and during the continuation of a Termination Event).

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Agreement), and (ii) the date each of this Agreement and the Credit and Security Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have an enforceable ownership interest in the Records relating to the Receivables distributed by purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.

License of Software. (a) To the extent that any software used by any Originator a Seller to account for the Receivables originated transferred by it is non-transferable, such Originator each Seller hereby grants to each of Buyerits Transferee, such Transferee's assigns, the Administrative Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator Seller to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator Seller or is owned by others and used by such Originator Seller under license agreements with respect thereto; , provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator Seller hereby agrees that upon the request of Buyer its Transferee (or Buyer’s assigneeits assigns), such Originator Seller will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Loan Agreement), and (ii) the date on which each of this Agreement and the Credit and Security Loan Agreement terminates in accordance with its terms. (b) Each Originator Upon the request to any Seller by its Transferee and/or the Administrative Agent (as the ultimate assignee), such Seller (i) shall take such action requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have has an enforceable ownership interest in the Records records included in the Receivable Files relating to the Receivables purchased from such Originator hereunderReceivables, and (ii) shall use its reasonable efforts to ensure that each of the Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Recordsrecords.

License of Software. (a) To the extent that any software used by any an Originator to account for the Receivables originated by it is non-transferable, such each Originator hereby grants to each of Buyer, the Administrative Agent Servicer and the Servicer their respective assigns, an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; provided that , PROVIDED THAT should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s assigneeits assigns), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Loan Agreement), and (ii) the date on which each of this Agreement and the Credit and Security Loan Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer and/or at any time while the Administrative Agent (as Buyer’s assignee)Loan Agreement remains in effect, Administrator, from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have an enforceable ownership interest in the Records records included in the Receivable Files relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent Servicer and the Servicer their respective assigns each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.by

License of Software. (a) To the extent that any software used by any Originator a Seller to account for the Receivables originated transferred by it is non-transferable, such Originator each Seller hereby grants to each of Buyerits Transferee, such Transferee's assigns, the Administrative Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator Seller to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator Seller or is owned by others and used by such Originator Seller under license agreements with respect thereto; provided that , PROVIDED THAT should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator Seller hereby agrees that upon the request of Buyer its Transferee (or Buyer’s assigneeits assigns), such Originator Seller will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Loan Agreement), and (ii) the date on which each of this Agreement and the Credit and Security Loan Agreement terminates in accordance with its terms. (b) Each Originator Upon the request to any Seller by its Transferee and/or the Administrative Agent (as the ultimate assignee), such Seller (i) shall take such action requested by Buyer and/or the Administrative Agent (as Buyer’s assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have has an enforceable ownership interest in the Records records included in the Receivable Files relating to the Receivables purchased from such Originator hereunderReceivables, and (ii) shall use its reasonable efforts to ensure that each of the Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Recordsrecords.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent Administrator and the each Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; , provided that should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such the applicable Originator hereby agrees that upon the request of Buyer (or Buyer’s assigneeits assigns), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations (as defined in the Credit and Security Loan Agreement), and (ii) the date on which each of this Agreement and the Credit and Security Loan Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such action requested by Buyer and/or the Administrative Agent Administrator (as Buyer’s the ultimate assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns have under the Loan Agreement has an enforceable ownership interest in the Records records included in the Receivable Files relating to the Receivables purchased acquired from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent Administrator and the each Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Recordsrecords.

License of Software. (a) To the extent that any software used by any Originator to account for the Receivables originated by it is non-transferable, such Originator hereby grants to each of Buyer, the Administrative Agent and the Servicer an irrevocable, non-exclusive license to use, without royalty or payment of any kind, all such software used by such Originator to account for such Receivables, to the extent necessary to administer such Receivables, whether such software is owned by such Originator or is owned by others and used by such Originator under license agreements with respect thereto; provided that , PROVIDED THAT should the consent of any licensor of such software be required for the grant of the license described herein, to be effective, such Originator hereby agrees that upon the request of Buyer (or Buyer’s 's assignee), such Originator will use its reasonable efforts to obtain the consent of such third-party licensor. If any software used by any Originator to account for the Receivables originated by it prohibits such Originator from granting the license to use described herein, or if, after reasonable efforts, consent of any licensor of such software for the grant of the license described herein is not obtained, there shall be no transfer of such software hereunder or any grant by such Originator of the license to use described herein. The license granted hereby shall be irrevocable until the later to occur of (i) indefeasible payment in full of the Obligations Aggregate Unpaids (as defined in the Credit and Security Purchase Agreement), and (ii) the date each of this Agreement and the Credit and Security Purchase Agreement terminates in accordance with its terms. (b) Each Originator (i) shall take such reasonable action requested by Buyer and/or the Administrative Agent (as Buyer’s 's assignee), from time to time hereafter, that may be necessary or appropriate to ensure that Buyer and its assigns under the Purchase Agreement have an enforceable ownership interest in the Records relating to the Receivables purchased from such Originator hereunder, and (ii) shall use its reasonable efforts to ensure that Buyer, the Administrative Agent and the Servicer each has an enforceable right (whether by license or sublicense or otherwise) to use all of the computer software used to account for such Receivables and/or to recreate such Records.