Common use of Rights under Permits, Licenses and Intellectual Property Clause in Contracts

Rights under Permits, Licenses and Intellectual Property. Each Agent (other than the Revolving Credit Agent) (a) consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the Revolving Credit Agent of a non-exclusive royalty-free license to use any permit, license or Intellectual Property of such Grantor that is subject to a Lien held by any such Agent (or any permit, license or Intellectual Property acquired by such purchaser, assignee or transferee from any Grantor, as the case may be) in connection with the enforcement of any Revolving Credit Lien held by the Revolving Credit Agent upon any Revolving Credit Collateral and (b) agrees that if the Revolving Credit Agent shall require rights available under any permit, license or Intellectual Property controlled by such Agent, or any of its Affiliates, in order to realize on any ABL Collateral, such Agent shall take all such actions as shall be available to it, consistent with applicable law and reasonably requested by the Revolving Credit Agent, to make such rights available to the Revolving Credit Agent. The Revolving Credit Agent agrees that if any Agent (other than the Revolving Credit Agent) shall require rights available under any permit or license controlled by the Revolving Credit Agent in order to realize on any Non-ABL Collateral, the Revolving Credit Agent shall take all such actions as shall be available to it, consistent with applicable law and reasonably requested by such Agent, to make such rights available to such Agent. Each Agent agrees that any sale or other transfer of any Common Collateral consisting of Intellectual Property upon any exercise of remedies shall be made expressly subject to the rights to be made available pursuant to this Section in writing (for the benefit of each other Agent and the Related Secured Parties).

Rights under Permits, Licenses and Intellectual Property. Each The Notes Agent (other than the Revolving Credit Agent) (a) consents (without any representation, warranty or obligation whatsoever) to the grant by any Grantor to the Revolving Credit ABL Agent of a non-exclusive royalty-free license to use any permit, license or Intellectual Property intellectual property of such Grantor that is subject to a Notes Lien held by any such Agent (or any permit, license or Intellectual Property intellectual property acquired by such a purchaser, assignee or transferee from any Grantor, as the case may be) in connection with the enforcement of any Revolving Credit ABL Lien held by the Revolving Credit Agent upon any Revolving Credit ABL Priority Collateral and (b) agrees that if the Revolving Credit ABL Agent shall require rights available under any permit, license or Intellectual Property intellectual property controlled by such the Notes Agent, . or any of its Affiliatesaffiliates, in order to realize on any ABL Priority Collateral, such the Notes Agent shall take all such actions as shall be available to itit (at the sole expense of the Grantors), consistent with applicable law and reasonably requested by the Revolving Credit ABL Agent, to make such rights available to the Revolving Credit ABL Agent. The Revolving Credit ABL Agent agrees that if any the Notes Agent (other than the Revolving Credit Agent) shall require rights available under any permit permit, license or license intellectual property controlled by the Revolving Credit ABL Agent in order to realize on any Non-ABL Notes Priority Collateral, the Revolving Credit ABL Agent shall take all such actions as shall be reasonably available to itit (at the sole expense of the Grantors), consistent with applicable law and reasonably requested by such Agentlaw, to make such rights available to such the Notes Agent. Each of the ABL Agent and the Notes Agent agrees that any sale or other transfer of any Common Collateral consisting of Intellectual Property intellectual property upon any exercise of remedies shall be made expressly subject to the rights to be made available pursuant to this Section in writing (for the benefit of each other the ABL Agent or the Notes Agent, as the case may be, and the Related related Secured Parties).