Common use of Term General Intangibles Rights/Access to Information Clause in Contracts

Term General Intangibles Rights/Access to Information. The Term Agent hereby grants (to the full extent of its rights and interests, if any) to the ABL Agent and its agents, representatives and designees (a) an irrevocable royalty-free, rent-free nonexclusive license and lease (which will be binding on any successor or assignee of any Term Priority Collateral) to use, all of the Term Priority Collateral consisting of Term General Intangibles (including, for the avoidance of doubt, Intellectual Property), and any computer or other data processing Equipment included in the Term Priority Collateral necessary in connection therewith, to (i) collect all Accounts included in ABL Priority Collateral; (ii) copy, use, or preserve any and all information relating to any of the ABL Priority Collateral; and (iii) finish and sell any Goods or Inventory constituting ABL Priority Collateral and (b) an irrevocable royalty-free license (which will be binding on any successor or assignee of the Term General Intangibles) to use any and all Term General Intangibles (including, for the avoidance of doubt, Intellectual Property) at any time in connection with any Enforcement Action by the ABL Agent or such agents, representatives and designees; provided, however, that the ABL Agent exercising such rights and the other ABL Claimholders represented by it shall be obligated to pay any utility, rental, lease or similar charges and payments owed to third parties that accrue during, or that arise as a result of, such use to the extent not paid for by the Grantors; provided, further, however, (A) the royalty-free, rent-free license and lease granted in clause (a) with respect to the applicable Term Priority Collateral (exclusive of any Term General Intangibles (including Intellectual Property)), shall be subject to Section 3.3(e) and shall only apply during, and immediately expire upon the end of, (1) the Access Period applicable to such Term Priority Collateral located on any Real Estate Asset that is a Mortgaged Premises and (2) the Use Period with respect to any Term Priority Collateral not located on any Real Estate Asset that is a Mortgaged Premises and (B) the royalty-free license granted in clause (b) with respect to any Term General Intangibles shall only apply during, and immediately expire upon the end of, the Use Period (provided that such expiration shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with applicable law). In the event that the ABL Agent shall, in the exercise of its rights under the ABL Loan Documents or otherwise, receive possession or control of any books and records of any Grantor which contain information identifying or pertaining to the Term Priority Collateral, the ABL Agent shall promptly either make available to the Term Agent such books and records for inspection and duplication or provide to the Term Agent copies thereof. In the event that the Term Agent shall, in the exercise of its rights under the Term Loan Documents or otherwise, receive possession or control of any books and records of any Grantor which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Agent shall promptly either make available to the ABL Agent such books and records for inspection and duplication or provide the ABL Agent copies thereof.

Term General Intangibles Rights/Access to Information. The Term Agent and each Grantor hereby grants (to the full extent of its their respective rights and interests, if any) to the ABL Agent and its agents, representatives and designees in connection with any exercise of remedies or Enforcement (a) an irrevocable royalty-free, rent-free nonexclusive license and lease (which will be binding on any successor or assignee of any Term Priority Collateral) to use, all of the Term Priority Collateral consisting of Term General Intangibles (includingCollateral, for the avoidance of doubt, Intellectual Property), and including any computer or other data processing Equipment included in the and Term Priority Collateral necessary in connection therewithGeneral Intangibles, to (i) collect all Accounts included in ABL Priority Collateral; (ii) , to copy, use, or preserve any and all information relating to any of the ABL Priority Collateral; , and to complete the manufacture, packaging and sale of (i) work-in-process, (ii) raw materials and (iii) finish and sell any Goods or Inventory constituting ABL Priority Collateral complete inventory and (b) an irrevocable royalty-free license (which will be binding on any successor or assignee of the Term General Intangibles) to use any and all Term General Intangibles (including, for the avoidance of doubt, Intellectual Property) at any time in connection with any Enforcement Action by the ABL Agent or such agents, representatives and designeesits Enforcement; provided, however, that the ABL Agent exercising such rights and the other ABL Claimholders represented by it shall be obligated to pay any utility, rental, lease or similar charges and payments owed to third parties that accrue during, or that arise as a result of, such use to the extent not paid for by the Grantors; provided, further, however, (A) the royalty-free, rent-free license and lease granted in clause (a) with respect to the applicable Term Priority Collateral (exclusive of any Term General Intangibles (including Intellectual Property)Intangibles), shall be subject to Section 3.3(e) and shall only apply during, and immediately expire upon the end of, of (1) the Access Period applicable to such Term Priority Collateral located on any Real Estate Asset that is a Mortgaged Premises and (2) the Use Period with respect to any Term Priority Collateral not located on any Real Estate Asset that is a Mortgaged Premises and (B) the royalty-free license granted in clause (b) with respect to any Term General Intangibles shall only apply during, and immediately expire upon the end of, of the Use Period (provided Period; provided, however, that such expiration shall be without prejudice to the sale or other disposition of the ABL Priority Collateral in accordance with applicable law). In the event that the ABL Agent shall, in the exercise of its rights under the ABL Loan Documents or otherwise, receive possession or control of any books and records of any Grantor which contain information identifying or pertaining to the Term Priority Collateral, the ABL Agent shall promptly either make available to the Term Agent such books and records for inspection and duplication or provide to the Term Agent copies thereof. In the event that the Term Agent shall, in the exercise of its rights under the Term Loan Documents or otherwise, receive possession or control of any books and records of any Grantor which contain information identifying or pertaining to any of the ABL Priority Collateral, the Term Agent shall promptly either make available to the ABL Agent such books and records for inspection and duplication or provide the ABL Agent copies thereof.