Common use of Title; No Other Liens Clause in Contracts

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course of business consistent with past practice, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Loan Agreement (including the Liens granted to secure the obligations under the ABL Facility Agreement), such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Loan Agreement (including the Liens granted to secure the obligations under the ABL Facility Agreement). For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “"Lien” " on such Intellectual Property. Each of the Administrative Agent and each Lender Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest interests granted to the Administrative Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course of business consistent in a manner that does not materially interfere with past practicethe business of the Borrower and its Subsidiaries, grant licenses to Affiliates and or sublicenses (other than perpetual or exclusive licenses or sublicenses) to third parties to use Intellectual Property owned or developed by, or licensed to, a by such Grantor. For purposes of this Agreement and the other Loan Documents, such licensing or sublicensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender Grantor understands that any such licenses and sublicenses may be exclusive to the applicable licensees, and such exclusivity provisions may not limit the ability of the Administrative Collateral Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of othersLiens. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit AgreementAgreement or as to which documentation to terminate the same shall have been delivered to the Administrative Agent. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Each Grantor is the legal and beneficial owner of its Collateral and has the right to pledge, sell, assign or transfer the same. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit AgreementIndenture, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of othersLiens. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit AgreementIndenture or are being released on the Issue Date. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into as part of its business, grant licenses in the ordinary course of business consistent with past practice, grant licenses to Affiliates and to third parties to use Intellectual Property owned by, licensed to or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Collateral Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Collateral Agent and each Lender Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Collateral Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns or, with respect to Intellectual Property, owns or has a valid right to use each item of the Collateral free and clear of any and all Liens or claims of others. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted not prohibited by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except (i) such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties pursuant to this Agreement or as are permitted by the Credit Agreement, (ii) financing statements for which proper termination statements have been delivered to the Administrative Agent for filing and (iii) financing statements filed in connection with Liens permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “"Lien” " on such Intellectual Property. Each of the Administrative Agent and each Lender Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity activity, in the ordinary course of business consistent with past practice, shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns or has a valid leasehold interest in each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable rateable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement, financing change statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor favour of the Administrative Agent Agent, for the ratable rateable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, or developed by a Grantor, in each case, to the extent not prohibited by the Credit Agreement. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties Lenders pursuant to this Agreement and the other Liens permitted to exist on the Collateral by pursuant to the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of othersexcept Permitted Liens. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except (i) such as may have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Lenders, pursuant to this Agreement Agreement, or (ii) as are may be permitted by pursuant to the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, a by an Grantor. For purposes of this Agreement and the other Loan Credit Documents, such licensing activity shall not constitute a “"Lien” " on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease Lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No None of the Grantors have filed or consented to the filing of any financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. For Without limiting the foregoing, for the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to practice or use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands understand that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement or this Agreement, or where the failure to own, have a license or otherwise have the right to use could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, such Grantor owns owns, has a license, or to the knowledge of such Grantor, possess the right to use, each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement or as are permitted by the Credit Agreementthan Permitted Liens. For the avoidance of doubt, it is understood and agreed that any Grantor mayhas granted and may hereafter, to the extent that it is entered into as part of its business, grant licenses or sublicenses in the ordinary course of business consistent with past practice, grant licenses to Affiliates and to third parties to use Intellectual Property owned by, licensed to or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses or sublicenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease lease, license, sublease, sublicense, transfer or transfer otherwise dispose of the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns or, with respect to Intellectual Property, owns or has a valid right to use each item of the Collateral free and clear of any and all Liens or claims of others. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Credit Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.. Citadel Broadcasting Corporation Guarantee and Collateral Agreement

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns or, with respect to Intellectual Property, owns or has a valid right to use, each item of the Collateral free and clear of any and all Liens or claims of others. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted not prohibited by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender Secured Parties understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Term Loan Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Term Loan Agreement. Schedule 7 is a complete list of any existing permitted financing statements or other public notice with respect to all or any part of the Collateral on the date hereof. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No None of the Grantors have filed or consented to the filing of any financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. For Without limiting the foregoing, for the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to practice or use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands understand that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.. 4.2

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by pursuant to the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No None of the Grantors have filed or consented to the filing of any financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. For Without limiting the foregoing, for the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to practice or use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the The Administrative Agent and each Lender understands understand that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns or, with respect to Intellectual Property, owns or has a valid right to use each item of the Collateral free and clear of any and all Liens or claims of others. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Credit Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Term Loan Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of othersLiens. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any ay public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit AgreementTerm Loan Agreement or as to which documentation to terminate the same shall have been delivered to the Administrative Agent. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes purpose of this Agreement and the other Loan Financing Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender other Secured Party understands that any such licenses may be exclusive to the applicable licenseeslicenses, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Term Loan Agreement, such Grantor owns its right, title and interest in and to each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except (a) such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement Agreement, (b) or as are permitted by the Credit AgreementTerm Loan Agreement or (c) as described on Schedule 7. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit AgreementFinancing Documents, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of othersLiens. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit AgreementFinancing Documents or as to which documentation to terminate the same shall have been delivered to the Collateral Agent. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Financing Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Collateral Agent and each Lender other Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Collateral Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties Lenders pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except (i) such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Lenders, pursuant to this Agreement or Agreement, (ii) as are permitted by the Credit AgreementAgreement or (iii) financing statements that have been filed without the consent of any Grantor. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent Trustee for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit AgreementIndenture, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Trustee, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit AgreementIndenture, and such as shall be terminated substantially contemporaneous with the consummation of the Transactions. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Note Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent Trustee and each Lender Holder understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent Trustee to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns or has rights in each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except (i) such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Administrative Agent, the Canadian Administrative Agent and the Lenders, pursuant to this Agreement or Agreement, (ii) as are permitted by the Credit AgreementAgreement or (iii) financing statements that have been filed without the consent of any Grantor. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned owned, licensed or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “"Lien” " on such Intellectual Property. Each of the Administrative Agent, the Canadian Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement (including, without limitation, Liens outstanding during the Escrow Period in favor of the lenders and the administrative agent under the Existing Credit Agreement), such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “"Lien” " on such Intellectual Property. Each of the Administrative Agent and each Lender Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement, and such as shall be terminated substantially contemporaneous with the consummation of the Transactions. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Loan Agreement (including the Liens granted to secure the obligations under the ABL Facility Agreement), such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No effective financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Loan Agreement (including the Liens granted to secure the obligations under the ABL Facility Agreement). For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement, and such as shall be terminated substantially contemporaneous with the consummation of the Transactions. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, or developed by a Grantor, in each case, to the extent not prohibited by the Credit Agreement. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties Lenders pursuant to this Agreement and the other Liens permitted to exist on the Collateral by pursuant to the Credit Agreement, such Operating Grantor owns each item of the Collateral free and clear of any and all Liens or claims of othersexcept Permitted Liens. No security agreement, financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except (i) such as may have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Lenders, pursuant to this Agreement Agreement, or (ii) as are may be permitted by pursuant to the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Operating Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, a by an Operating Grantor. For purposes of this Agreement and the other Loan Credit Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties Lenders pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of its portion of the Collateral free and clear of any and all Liens or claims of othersLiens. No financing statement or other public notice concerning security interests with respect to all or any part of the Collateral owned by such Grantor is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent or with respect to which arrangements satisfactory to the Administrative Agent for the termination thereof have been made, for the ratable benefit of the Secured Parties Lenders, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of othersLiens. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record with the “Secretary of State” or comparable office in any public officethe jurisdiction of organization of a Grantor, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Collateral Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit AgreementIndenture, such Grantor owns its right, title and interest in and to each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except (a) such as have been filed in favor of the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement Agreement, (b) or as are permitted by the Credit AgreementIndenture or (c) as described on Schedule 7. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Collateral Agent and each Lender Secured Party understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Collateral Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of othersLiens. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit AgreementAgreement or are being released on the Closing Date. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into as part of its business, grant licenses in the ordinary course of business consistent with past practice, grant licenses to Affiliates and to third parties to use Intellectual Property owned by, licensed to or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of othersLiens. No financing statement under the Uniform Commercial Code or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Parties, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into as part of its business, grant licenses in the ordinary course of business consistent with past practice, grant licenses to Affiliates and to third parties to use Intellectual Property owned by, licensed to or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “Lien” on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Agent for the ratable benefit of the Secured Parties Lenders pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Agent, for the ratable benefit of the Secured Parties Lenders, pursuant to this Agreement or as are permitted by the Credit Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Documents, such licensing activity shall not constitute a “"Lien” " on such Intellectual Property. Each of the Administrative Agent and each Lender understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Agent to utilize, sell, lease Lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.

Title; No Other Liens. Except for the security interest granted to the Administrative Collateral Agent for the ratable benefit of the Secured Parties holders of the Notes pursuant to this Agreement and the other Liens permitted to exist on the Collateral by the Credit Note Purchase Agreement, such Grantor owns each item of the Collateral free and clear of any and all Liens or claims of others. No financing statement or other public notice with respect to all or any part of the Collateral is on file or of record in any public office, except such as have been filed in favor of the Administrative Agent Collateral Agent, for the ratable benefit of the Secured Parties holders of the Notes, pursuant to this Agreement or as are permitted by the Credit Note Purchase Agreement. For the avoidance of doubt, it is understood and agreed that any Grantor may, to the extent that it is entered into in the ordinary course as part of business consistent with past practiceits business, grant licenses to Affiliates and to third parties to use Intellectual Property owned or developed by, or licensed to, by a Grantor. For purposes of this Agreement and the other Loan Note Purchase Documents, such licensing activity shall not constitute a “"Lien” " on such Intellectual Property. Each of the Administrative Collateral Agent and each Lender Purchaser understands that any such licenses may be exclusive to the applicable licensees, and such exclusivity provisions may limit the ability of the Administrative Collateral Agent to utilize, sell, lease Lease or transfer the related Intellectual Property or otherwise realize value from such Intellectual Property pursuant hereto.