LICENSOR AGREEMENT Dated as of December 23, 2008

Exhibit 10.114

LICENSOR AGREEMENT

Dated as of December 23, 2008

To induce you, Xxxxx Fargo Bank, National Association (with its successors and assigns, “Xxxxx Fargo”), at any time or from time to time to make loans or extend financial accommodations to the Company (defined below), and in consideration thereof, RB Trademark Holdco, LLC, a Delaware limited liability company (the “Licensor”) and Xxxxx Fargo hereby agree as follows:

1. Definitions. For the purposes of this Agreement, the following terms shall have the meanings set forth below or in the referenced Section of this Agreement:

“Company” means The Xxxx Companies, Inc., a Delaware limited liability company.

“Intellectual Property Rights” means all actual or prospective rights arising in connection with any intellectual property or other proprietary rights, including all rights arising in connection with copyrights, patents, service marks, trade dress, trade secrets, trademarks, trade names or mask works.

“Xxxxx Fargo Documents” means that certain Credit and Security Agreement of even date herewith between Company and Xxxxx Fargo, as the same may be modified, amended, supplemented or restated from time to time, and the security agreements executed and delivered pursuant to such agreement.

“License Agreement” means that certain License Agreement of even date herewith between the Company and the Licensor, as the same may be amended, supplemented or restated from time to time.

“Licensed Intellectual Property Rights” means the Intellectual Property Rights licensed under the License Agreement.

“Notice Date” means the date Licensor gives notice to Xxxxx Fargo to the effect that the License Agreement has been terminated or is no longer in effect.

“Product” means any product produced using or incorporating any Licensed Intellectual Property Rights.

2. License Agreement. A true and correct copy of the License Agreement is attached hereto as Exhibit A. As of the date hereof, the License Agreement is in full force and effect.

3. Ownership of Rights. The Licensor represents and warrants that it has not granted any other license to use the Licensed Intellectual Property Rights which would conflict with the rights granted to the Company under the License.

4. Credit Facility. Licensor acknowledges that Company may now or hereafter become a party to the Xxxxx Fargo Documents.

5. Grant of Limited Rights Under the License Agreement. The Licensor hereby agrees that Xxxxx Fargo and its agents may exercise, following the acceleration of the indebtedness outstanding under the Xxxxx Fargo Documents by reason of an Event of Default thereunder, all rights which the Company could otherwise exercise under the License Agreement, subject to the terms and conditions of the License Agreement, as necessary to liquidate Products that are partially or finally manufactured as of the date of such acceleration, provided that nothing in this paragraph 5 or elsewhere in this Agreement shall limit the rights of Licensor to terminate the License Agreement in accordance with the terms thereof.

6. Xxxxx Fargo’s Limited License. In addition to the rights granted pursuant to paragraph 5, the Licensor acknowledges and agrees with Xxxxx Fargo that, following termination of the License Agreement, Xxxxx Fargo shall have a limited license from Licensor, on the terms and conditions set forth in the License Agreement, to the extent necessary for Xxxxx Fargo to exercise any of its rights under the Xxxxx Fargo Documents with respect to any Products that are partially or finally manufactured on or before the earlier of termination of the License Agreement and the acceleration of the indebtedness outstanding under the Xxxxx Fargo Documents by reason of an Event of Default thereunder. Such rights include, without limitation, completing the manufacture of any partially completed Products and foreclosing on and selling any such completed Products and any Products finally manufactured by the Company, in accordance with standards set forth in the License Agreement. The license granted under this paragraph 6 shall be exclusive during the 90-day period immediately following termination of the License Agreement and non-exclusive thereafter, provided that during the period that the license is exclusive Licensor may nevertheless manufacture or cause to be manufactured (but may not sell or distribute) products using the Licensed Intellectual Property Rights or license anyone else to do so.

7. Expiration of License and Rights. The rights granted to Xxxxx Fargo under paragraph 5 shall terminate upon termination of the License Agreement and the rights granted to Xxxxx Fargo under paragraph 6 shall expire at the earliest of

(x) 180 days after the date upon which all of the following are satisfied: (a) Xxxxx Fargo has taken possession of all Products, (b) any outstanding stay, injunction or other court order or process has been lifted or terminated so that Xxxxx Fargo has the legal ability to sell and convey title of any and all Products, and (c) all steps necessary under Xxxxx Fargo Documents or law have been completed so that Xxxxx Fargo has the immediate right to sell and convey title to any and all Products,

(y) one year after the Notice Date, and

(z) one year after the acceleration of the indebtedness outstanding under the Xxxxx Fargo Documents by reason of an Event of Default thereunder, unless Licensor and Xxxxx Fargo agree otherwise.

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8. Compliance with License Agreement. Xxxxx Fargo shall be obligated to comply with the terms and conditions of the License Agreement, other than the payment of royalties thereunder, during any period that it may exercise rights under paragraph 5 or the license under paragraph 6.

9. Termination. This Agreement shall terminate upon the payment in full of all indebtedness under the Xxxxx Fargo Documents and the termination or expiration of Xxxxx Fargo’s agreement to lend under the Xxxxx Fargo Documents.

10. No Benefit to Company. The Company is not a party to or a beneficiary of this Agreement and shall have no right to enforce this Agreement.

11. Notice. Any notice required or permitted by this Agreement shall be deemed to have been given when mailed, postage prepaid, or when delivered to the following addresses (or such other address as a party may have designated as to itself by notice to the other party):

If to Xxxxx Fargo:

Xxxxx Fargo Business Credit
000 Xxxxxxxxxx Xxxxxx
Xxxxxx, Xxxxxxxxxxxxx 00000
Telecopier: (000) 000-0000
Attention: Relationship Manager for Xxxx Gift Group, Inc.

If to Licensor:

RB Trademark Holdco, LLC
000 Xxxxx Xxxxx
Xxxxxxx, XX 00000
Telecopier:
Attention: General Counsel

12. Successors. This Agreement shall inure to the benefit of Xxxxx Fargo, and be binding upon the Licensor, its successors and assigns.

13. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the State of New York, without giving effect to the conflict of laws provisions thereof.

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IN WITNESS WHEREOF the Licensor and Xxxxx Fargo have executed this Agreement as of the date first written above.

	RB Trademark Holdco, LLC
	By:	/s/ Xxxx Xxxxxxxx
		Its: Senior Vice President
	Xxxxx Fargo Bank, National Association
	By:	/s/ Xxxxxxxx X. Xxxxxx
		Its: Vice President

The undersigned hereby consents to the foregoing.

	The Xxxx Companies, Inc.
	By:	/s/ Xxxxxxx Xxxx
		Its: President