Common use of Grant of License to Use Intellectual Property Clause in Contracts

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, a nonexclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after following the occurrence and during the continuance of an Event of Default, each Grantor hereby grants grants, so long as any Secured Obligations shall not have been paid in full in cash, to the Collateral Agent, effective to the extent such Grantor has the right to do so and on an “as is” and “as available basis” (without representation, warranty or guarantee of an Event of Defaultany kind), a nonexclusivelimited, royalty-free, limited nonexclusive license (until the waiver termination or cure of all Events such Event of Default and the delivery by the Borrower exercisable without payment of royalty or other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense (on a non-exclusive basis) any of the Article 9 Collateral consisting of Owned Intellectual Property now owned or hereafter acquired by such Grantor, and including in such license reasonable access to all media in which any of wherever the licensed items same may be recorded located, and including, to the extent permitted by applicable law, the right to prosecute and maintain all such Owned Intellectual Property and the right to ▇▇▇ for infringement of such Owned Intellectual Property, in each instance, subject to any pre-existing licenses or stored and other agreements granting rights to all computer software and programs used for third parties with respect to any such Owned Intellectual Property, provided that, solely as it pertains to any such licenses or agreements entered into after the compilation Effective Date, the same were permitted under this Agreement, the Credit Agreement or printout thereofany other Loan Document; provided, however, that all of the foregoing rights of the Collateral Agent to use use, license or sublicense such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunderOwned Intellectual Property, shall expire immediately upon the waiver or cure termination (including by cure) of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 5.03 or any other provision contained herein shall require the Grantors to grant any license that is (x) prohibited by any rule of law, statute law or regulation, or is (y) prohibited by, or constitutes a breach or default under or results in the termination of, any license or agreement entered into with another Person (other than any other Restricted Party or a wholly-owned Subsidiary of any contractRestricted Party) concerning such Owned Intellectual Property, licenseprovided that, agreementsolely as it pertains to any such licenses or agreements entered into after the Effective Date, instrument the same were permitted under this Agreement, the Credit Agreement or any other document executed with a third partyLoan Document; provided, further, that such licenses granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. Each Grantor further agrees, at any such license time following the occurrence and during the continuance of an Event of Default so long as any such license granted by Secured Obligations shall not have been paid in full in cash, to reasonably cooperate with the Collateral Agent in any attempt to a third party (including prosecute or maintain the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value Owned Intellectual Property or ▇▇▇ for infringement of the affected Owned Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default. Upon Default so long as any Secured Obligations shall not have been paid in full in cash; provided that any license, sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Upon the exclusive occurrence and during the continuance of an Event of Default, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of DefaultAgreement, each Grantor hereby grants to the Collateral AgentAgent an irrevocable (until terminated as provided below), effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license use or sublicense (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (thereof to the extent permitted by that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing such licenses Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification, termination or cancellation therein and sublicenses(b) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is not prohibited by any rule applicable Requirements of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third partyLaw; provided, further, provided that any such license and any sublicenses, (i) with respect to Trademarks, shall be subject to the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used sufficient to preserve the existence, validity of such Trademarks and value the inurement of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring any goodwill created by the use of appropriate notices and prohibiting such Trademarks to the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as benefit of the date of the Event of Default satisfies the foregoing criteria) applicable Grantors and (IIii) without limiting any other rights and remedies of the Collateral Agent under this Agreementwith respect to trade secrets, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting subject to the Collateral Agent rights in requirement that the secret status of such trade secrets be maintained and reasonable steps are taken to such Intellectual Property above and beyond (x) the rights to such Intellectual Property ensure that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder)they are maintained. For the avoidance of doubt, the The use of such license by the Collateral Agent and the use of any sublicense granted by the Collateral Agent may be exercised, at the option of the Collateral Agent, only exercised solely during the continuation of an Event of Default. Upon the occurrence and during the continuance ; provided that upon any termination of an such Event of Default, any license, sublicense or other transaction entered into by the Collateral Agent may also exercise in accordance herewith shall automatically and immediately terminate. For the rights afforded under avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 4.01 of 5.13, the license granted to the Collateral Agent pursuant to this Agreement Section 4.04 with respect to Intellectual Property contained in the Article 9 Collateralsuch Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. For Upon the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after occurrence and during the continuance of an Event of Default, for the purpose of enabling the Term Collateral Agent to exercise rights and remedies under this Agreement, each Grantor hereby grants to the Term Collateral AgentAgent an irrevocable (until terminated as provided below), effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license use or sublicense (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (thereof to the extent permitted by that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing such licenses Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification, termination or cancellation therein and sublicenses(b) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is not prohibited by any rule Requirements of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third partyLaw; provided, further, provided that any such license and any sublicenses with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Term Collateral Agent may be exercised, at the option of the Collateral Agent, only exercised solely during the continuation of an Event of Default. Upon ; provided that any license, sublicense or other transaction entered into by the occurrence and during Term Collateral Agent in accordance with the continuance provisions of this Agreement shall be binding upon the Grantors, notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 5.13, the license granted to the Term Collateral Agent may also exercise the rights afforded under pursuant to this Section 4.01 of this Agreement 4.04 with respect to Intellectual Property contained in the Article 9 Collateralsuch Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Administrative Agent a nonexclusive, royalty-free, limited license (exercisable until the waiver termination or cure of all Events the Event of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectDefault) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and (together with the delivery by the Borrower Borrower’s written notice to the Collateral Administrative Agent of a certificate of a Responsible Officer of the Borrower to that effect such termination or cure) and shall be exercised by the Collateral Administrative Agent solely during in connection with the continuance Administrative Agent’s exercise of an Event of Default (it being understood that remedies pursuant to Section 4.01 and, to the foregoing license grant shall be reinstituted extent reasonably practicable, upon any subsequent Events of Default)prior written notice to the Borrower, and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license and any such license granted by the Collateral Administrative Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value enforceability of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Administrative Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to under such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Administrative Agent may be exercised, at the option of the Collateral Administrative Agent, only during the continuation continuance of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time remedies, each Pledgor grants (such grant effective solely after the occurrence and during the continuance of an Event of Default, each Grantor hereby grants ) to (in the Collateral Agent’s sole discretion) a designee of the Agent or the Agent, effective as for the benefit of the Secured Parties, an Event of Defaultirrevocable, a nonexclusive, royaltynon-free, limited exclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the Intellectual Property; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 5.03 shall require Grantors Pledgors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document executed agreement with a an unaffiliated third party, to the extent not prohibited by the Loan Documents and each Other First Lien Agreement, with respect to such Intellectual Property Collateral; and, provided, further, that any such license licenses to be granted hereunder shall be subject to (i) the maintenance of quality standards with respect to the goods and any services on which Trademarks are used sufficient to preserve the validity of such license Trademarks and (ii) those exclusive Copyright Licenses, Patent Licenses and Trademark Licenses granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions Pledgors in effect on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of hereof and those granted by any Pledgor hereafter, as permitted under the Event of Default satisfies the foregoing criteria) Loan Documents and (II) without limiting any other rights and remedies of the Collateral Agent under this Other First Lien Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder)conflicting. For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at exercised solely upon the option of the Collateral Agent, only occurrence and during the continuation of an Event of Default and subject to any Intercreditor Agreement; provided that any license, sublicense or other transaction entered into by the Agent in accordance herewith shall be binding upon the Pledgors notwithstanding any subsequent cure of an Event of Default. Upon Furthermore, each Pledgor hereby grants to the Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an any Event of Default, any document which may be required by the Collateral Agent may also exercise United States Copyright Office or the rights afforded under Section 4.01 of this Agreement with respect United States Patent and Trademark Office or any state office in order to Intellectual Property contained in effect the Article 9 Collateralpotential license granted herein and record the same.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and Agreement, each Grantor, solely during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as Agent an irrevocable (during the continuance of an the Event of Default), a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property and Licenses (to the extent that they can be sublicensed or assigned to the Collateral Agent) now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (thereof to the extent permitted by that such non-exclusive license (a) does not violate the express terms of any agreement or License between a Grantor and a third party governing the applicable Grantor’s use of such licenses Collateral consisting of Intellectual Property and sublicensesLicenses, or gives such third party any right of acceleration, modification or cancellation therein and (b) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is not prohibited by any rule Requirements of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in Law; provided that (i) such licenses to be granted hereunder with respect to Trademarks shall be subject to the termination maintenance of any contract, license, agreement, instrument or other document executed quality standards with a third party; provided, further, that any respect to the goods and services on which such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used sufficient to preserve the existencevalidity of such Trademarks, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions (ii) such licenses granted with regard to Trademarkstrade secrets shall be subject to the requirement that the trade secret status of such trade secrets be maintained and (iii) reasonable patent, patent designation provisions with regard to Patentstrademark, copyright and proprietary notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder)are used. For the avoidance of doubt, the The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon ; provided, further, that any license, sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral Agent, effective as for the benefit of the Secured Parties, an Event of Defaultirrevocable, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Intellectual Property IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that all any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the foregoing affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent to use such licensesunder this Agreement, sublicenses and any other rightsLoan Document or applicable Law, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that nothing in the foregoing license grant shall be reinstituted upon construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any subsequent Events such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, after the occurrence and during the continuation of an Event of Default); provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and nothing remedies under this Agreement and all rights that may be deemed to have vested in the Collateral Agent shall be and hereby are assigned, transferred and conveyed to the Grantors. Nothing in this Section 4.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a third party; provided, further, that any quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license and any such license granted by the Collateral Agent to a third party (including the access rights set forth aboveherein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall include provide reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used cooperation in any effort by the Grantor in its own intellectual property licenses to maintain the registration or agreement as of otherwise secure the date of the Event of Default satisfies the foregoing criteria) ongoing validity and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use effectiveness of such license by licensed Trademarks, including, without limitation the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence actions and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under conduct described in Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral4.02 below.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver termination or cure of all Events the Event of Default and the Default) for cash, upon credit or for future delivery by the Borrower to as the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) shall deem appropriate to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that and upon 10 Business Days’ prior written notice to the foregoing license grant shall be reinstituted upon any subsequent Events of Default)applicable Grantor, and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Upon the exclusive occurrence and during the continuance of an Event of Default, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of DefaultAgreement, each Grantor hereby grants to the Collateral AgentAgent an irrevocable (until terminated as provided below), effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license use or sublicense (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (thereof to the extent permitted by that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing such licenses Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification, termination or cancellation therein and sublicenses(b) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is not prohibited by any rule Requirements of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third partyLaw; provided, further, provided that any such license and any sublicenses with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only exercised solely during the continuation of an Event of Default. Upon ; provided that any license, sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance with the continuance provisions of this Agreement shall be binding upon the Grantors, notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 5.13, the license granted to the Collateral Agent may also exercise the rights afforded under pursuant to this Section 4.01 of this Agreement 4.04 with respect to Intellectual Property contained in the Article 9 Collateralsuch Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver termination or cure of all Events the Event of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectDefault) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the such licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood and upon prior written notice to the applicable Grantor; provided, further, that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license licenses granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and any the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used, sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of DefaultDefault and notice to the applicable Grantor. Upon the occurrence and during the continuance of an Event of DefaultDefault and upon notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Upon the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after occurrence and during the continuance of an Event of Default, for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement, each Grantor hereby grants to the Collateral AgentAdministrative Agent an irrevocable (until terminated as provided below), effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license use or sublicense (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (thereof to the extent permitted by that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing such licenses Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification, termination or cancellation therein and sublicenses(b) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is not prohibited by any rule Requirements of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third partyLaw; provided, further, provided that any such license and any sublicenses with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Administrative Agent may be exercised, at the option of the Collateral Agent, only exercised solely during the continuation of an Event of Default. Upon ; provided that any license, sublicense or other transaction entered into by the occurrence and during Administrative Agent in accordance with the continuance provisions of this Agreement shall be binding upon the Grantors, notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth herein, the Collateral license granted to the Administrative Agent may also exercise the rights afforded under pursuant to this Section 4.01 of this Agreement 4.04 with respect to Intellectual Property contained in the Article 9 Collateralsuch Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral AgentAgent an irrevocable, effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of rent, royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity validity, and value of the affected Intellectual PropertyProperty Collateral, including including, without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software protecting Trademarks in the manner set forth below (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Credit Document or applicable Lawlaw, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Grantor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property Collateral hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent may also exercise in accordance herewith shall be binding upon the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.Grantors

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement Note and the other Note Documents at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after the occurrence and during the continuance of an Event of Default, each Grantor Note Party hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectDefault) to use, license or sublicense any of the Intellectual Property and Licenses included in the Article 9 Collateral now owned or hereafter acquired by such GrantorNote Party, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereofthereof to the extent of the applicable Note Party’s interest therein; provided, however, that (i) all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all such licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery written notice by the Borrower applicable Note Party to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect such waiver or cure, and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 12(d) shall require Grantors the Note Parties to grant any license that is prohibited by any rule of law, statute or regulation, Law or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Note Documents, with a third party; providedrespect to, further, that any such property or otherwise unreasonably prejudices the value thereof to the relevant Note Party and (ii) such license and any such license all of the foregoing rights related thereto shall automatically terminate upon the payment in full of all Note Obligations. Under the licenses to be granted by each Note Party under this Section 12(d), both (A) the use of the Intellectual Property and Licenses included in the Article 9 Collateral by the Collateral Agent and (B) the licenses granted by the Collateral Agent to a third party shall (including 1) with respect to Trademarks, be subject to the access rights set forth above) shall include maintenance of reasonable quality standards with respect to the goods and customary terms and conditions necessary services on which such Trademarks are used sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions such Trademarks; (2) with regard to Trademarkstrade secrets, patent designation provisions be subject to the requirement that the secret status of the trade secrets be maintained and reasonable steps are taken to ensure that they are maintained; (3) with regard to Patents, be subject to the obligation to maintain the existence and enforceability of such Patents; (4) be subject to the use of reasonable patent, trademark, copyright notices and restrictions proprietary notices; and (5) be subject to the Collateral Agent having no greater rights than those of any such Note Party under any such license or sublicense; provided, however, that with respect to any uses, licenses, form licenses, or any other agreements or activities in effect on decompilation and reverse engineering or prior to the occurrence of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the such Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing requirements set forth in the foregoing license grant clauses (1) through (5) shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder)deemed satisfied. For the avoidance of doubt, the use of such license by the Collateral Agent (acting at the direction of the Majority Holders or otherwise in accordance with the terms of the Note Documents) may be exercised, at the option of the Collateral Agent, exercised only during the continuation of an Event of DefaultDefault and until such time as all such Events of Default have been cured or waived in writing by the requisite holders of Notes in accordance with the Note Documents. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent (acting at the direction of the Majority Holders or otherwise in accordance with the terms of the Note Documents) may also exercise the rights afforded under Section 4.01 of this Agreement 12(b)(ii) with respect to Intellectual Property and Licenses contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies remedies, each Grantor shall, upon request by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, a nonexclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower grant to the Collateral Agent to the full extent such Grantor is permitted to grant such a license and to the extent that the Collateral Agent does not exercise its rights pursuant to Section 6.01(vi) herein, an irrevocable, nonexclusive license (exercisable without payment of a certificate of a Responsible Officer of royalty or other compensation to the Borrower to that effectGrantors) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and, to the extent permitted by such Grantor’s existing contractual obligations, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to . The use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised license by the Collateral Agent solely may be exercised, subject to the terms of the Intercreditor Agreement, at the option of the Collateral Agent, during the continuance continuation of an Event of Default (it being understood Default; provided that any license, sublicense or other transaction entered into by the foregoing license grant Collateral Agent in accordance herewith shall be reinstituted binding upon the Grantors notwithstanding any subsequent Events cure of an Event of Default), ; and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that the terms of any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) or sublicense shall include reasonable and customary all terms and conditions necessary restrictions that are customarily required to preserve ensure the existence, continuing validity and value effectiveness of the affected Intellectual PropertyProperty at issue, including such as, without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement inure provisions with regard to Trademarks, patent designation provisions with regard to Patents, and copyright notices and restrictions or provisions on decompilation and reverse engineering of copyrighted software software. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (it being understood that i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the Grantor; (Iii) the incorporation licensed or sublicensed Trademarks shall only be used in association with goods or services of standard or customary terms a quality and conditions nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor in its own intellectual property licenses to maintain the registration or agreement as otherwise secure the ongoing validity and effectiveness of the date of the Event of Default satisfies the foregoing criteria) and (II) such licensed Trademarks, including, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third partylimitation, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence actions and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under conduct described in Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral4.02 below.

Grant of License to Use Intellectual Property. For Prior to the Working Capital Notes Termination, for the exclusive purpose of enabling the Collateral Agent Trustee to exercise rights and remedies under this Agreement at such time as the Collateral Agent Trustee shall be lawfully entitled to exercise such rights and remedies at any time after and the occurrence and during the continuance of an Event of Default, each Initial Grantor hereby grants to the Collateral AgentTrustee, effective as of the occurrence of an Event of Default, a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower Issuer to the Collateral Agent Trustee of a certificate of a Responsible Officer an authorized officer of the Borrower Issuer to that effect) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such GrantorInitial Grantor consisting of Collateral, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, in each case, subject to any Initial Grantor’s obligations of confidentiality; provided, however, that (i) all of the foregoing rights of the Collateral Agent Trustee to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower Issuer to the Collateral Agent Trustee of a certificate of a Responsible Officer an authorized officer of the Borrower Issuer to that effect and shall be exercised by the Collateral Agent Trustee solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted re-instituted upon any subsequent Events of Default), and (ii) nothing in this Section 4.03 shall require Initial Grantors to grant any license or sublicense that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that (x) any such license and any such license or sublicense granted by the Collateral Agent Trustee to a third party (including the access rights set forth above) ), shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property Intellectual Property licenses or agreement agreements as of the date of the Event of Default satisfies the foregoing criteria) and (IIy) without limiting any other rights and remedies of the Collateral Agent Trustee under this Agreement, any other Loan Document the Collateral Trust Agreement, the Indentures or applicable Lawlaw, nothing in the foregoing license grant shall be construed as granting the Collateral Agent Trustee rights in and to such Intellectual Property above and beyond (xA) the rights to such Intellectual Property that each Grantor has reserved for itself and (yB) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent Trustee may be exercised, at the option of the Collateral AgentTrustee, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent Trustee may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each (a) Each Grantor hereby grants to the Collateral Agent, effective as solely to the extent necessary to enable the Collateral Agent to exercise the rights and remedies under this Agreement and the other Security Documents, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to, during the continuance of an Event of DefaultDefault under any Credit Agreement or the Indenture, a nonexclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) to use, license or sublicense any Collateral consisting of the Intellectual Property Property, now owned or hereafter acquired by such GrantorGrantor and wherever the same may be located, and including in such which license shall include reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all . Each of the foregoing rights of the Collateral Agent to use such licenses, sublicenses parties hereto acknowledges and other rights, and agrees that (to the extent permitted by the terms of such licenses and sublicensesi) all licenses and sublicenses any security interest granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent or any other Secured Party hereunder or any other Security Document on any Intellectual Property of a certificate any Grantor, and the exercise of a Responsible Officer of the Borrower to that effect any rights and shall be exercised remedies (including any sale, transfer or disposal) by the Collateral Agent solely during related thereto, shall be subject to the continuance of an Event of Default (it being understood that license granted in the foregoing license grant shall be reinstituted upon any subsequent Events of Default), sentence at all times and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by (ii) the Collateral Agent to a third party may exercise such license for the benefit of any Secured Party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Multi-Currency Secured Parties with respect to preserve the existencesale, validity and value transfer or disposal of any Multi-Currency Collateral), regardless of the affected Intellectual Propertypriority of Liens on any Collateral granted to such Secured Party, including without limitation, provisions requiring in accordance with the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software Intercreditor Agreement. (it being understood that (Ib) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting Notwithstanding any other rights and remedies of the Collateral Agent under provision contained in this Agreement, any other Loan Document or applicable Law, nothing security interest granted hereunder in the foregoing license grant shall be construed as granting the any Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case consisting of Intellectual Property that is licensed shall be subject to the license granted under the preceding paragraph (a), as such license may be exercised for the benefit of the Secured Parties holding such license, and any sale or transfer of such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense Collateral consisting of Intellectual Property upon any exercise of remedies under this Agreement shall be made expressly subject to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collaterallicense.

Grant of License to Use Intellectual Property. For Solely for the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Notes Collateral AgentAgent an irrevocable (until terminated as provided below), nonexclusive, non-transferrable, limited license (exercisable without payment of royalty or other compensation to the Grantors and effective as solely upon the occurrence and solely during the continuation of an Event of Default), a nonexclusivesubject, royalty-freein the case of Trademarks, limited license (until to reasonable quality control obligations and, in the waiver or cure case of all Events of Default and the delivery by the Borrower trade secrets, to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) standard confidentiality obligations, to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, provided that all of such nonexclusive license and/or sublicense does not violate the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the express terms of such licenses any agreement between a Grantor and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which or gives such Grantor has the third party any right to grant a sublicense to such Intellectual Property hereunder)of acceleration, modification or cancellation therein. For the avoidance of doubt, the The use of such license by the Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only solely upon the occurrence and solely during the continuation of an Event of Default. Upon , provided that any license, sublicense or other transaction entered into by the occurrence and during Notes Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 7.12, the license granted to the Notes Collateral Agent may also exercise the rights afforded under pursuant to this Section 4.01 of this Agreement 5.03 with respect to Intellectual Property contained in the Article 9 Collateralsuch Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be is lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral Agent, effective as for the benefit of an Event of Defaultthe Secured Parties, a nonexclusive, royaltynon-free, limited exclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent Grantors), subject, in the case of a certificate Trademarks, to sufficient rights to quality control and inspection in favor of a Responsible Officer such Grantor to avoid the risk of the Borrower invalidation of such Trademarks, to that effect) to use, license or use and sublicense any of the Intellectual Property IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual PropertyIP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering standards of copyrighted software the Trademarks in the manner set forth below (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to any such Intellectual Property IP Collateral above and beyond (xa) the rights to such Intellectual Property IP Collateral that each Grantor has reserved for itself and (yb) in the case of Intellectual Property IP Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property IP Collateral hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, ; provided that any sublicense or other transaction entered into by the Collateral Agent may also in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise the its rights afforded and remedies under this Agreement. Nothing in this Section 4.01 shall require a Grantor to grant any license that is prohibited by any applicable Law, or is prohibited by, or constitutes a breach or default under or results in the termination of this Agreement any contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to Intellectual Property contained such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the Article 9 Collateralfollowing shall apply: (a) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the applicable Grantor; (b) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor immediately prior to the exercise of the license rights set forth herein; and (c) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation, the actions and conduct described in Section 4.02 below.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral AgentAgent an irrevocable, effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of rent, royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity validity, and value of the affected Intellectual PropertyProperty Collateral, including including, without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software protecting Trademarks in the manner set forth below (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Credit Document or applicable Lawlaw, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Grantor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property Collateral hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon ; provided that any license, sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default, . In the Collateral Agent may also exercise event the rights afforded under license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of this Agreement any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with respect goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to Intellectual Property contained the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Article 9 CollateralGrantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.

Grant of License to Use Intellectual Property. For Upon the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after occurrence and during the continuance of an Event of Default, for the purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement, each Grantor hereby grants to the Notes Collateral AgentAgent an irrevocable (until terminated as provided below), effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license use or sublicense (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (thereof to the extent permitted by that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing such licenses Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification, termination or cancellation therein and sublicenses(b) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is not prohibited by any rule requirements of applicable law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, provided that any such license and any sublicenses with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Notes Collateral Agent may be exercised, at the option of the Collateral Agent, only exercised solely during the continuation of an Event of Default. Upon ; provided that any license, sublicense or other transaction entered into by the occurrence and during Notes Collateral Agent in accordance with the continuance provisions of this Agreement shall be binding upon the Grantors, notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 5.13, the license granted to the Notes Collateral Agent may also exercise the rights afforded under pursuant to this Section 4.01 of this Agreement 4.04 with respect to Intellectual Property contained in the Article 9 Collateralsuch Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. For Subject to the provisions of the Intercreditor and Subordination Agreement, for the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusive, royalty-free, limited license (exercisable until the waiver termination or cure of all Events the Event of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectDefault) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and (together with the delivery by the Borrower Issuer’s written notice to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect such termination or cure) and shall be exercised by the Collateral Agent solely during in connection with the continuance Collateral Agent’s exercise of an Event of Default (it being understood that remedies pursuant to Section 4.01 and, to the foregoing license grant shall be reinstituted extent reasonably practicable, upon any subsequent Events of Default)prior written notice to the Issuer, and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the SPA, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value enforceability of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Note Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to under such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation continuance of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral AgentAdministrative Agent an irrevocable, effective as of an Event of Defaultnonexclusive license and, a nonexclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent extent permitted under Licenses granting such Grantor rights in Intellectual Property, sublicense (exercisable without payment of a certificate of a Responsible Officer of royalty or other compensation to the Borrower to that effectGrantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, howeverand, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of applicable law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such prosecute and maintain all Intellectual Property hereunder)and the right to ▇▇▇ for infringement of the Intellectual Property. For Each Grantor further agrees to cooperate with the avoidance Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of doubt, the Intellectual Property. The use of such license by the Collateral Administrative Agent may be exercised, at the option of the Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default. Upon ; provided (i) that any license, sublicense or other transaction entered into by the occurrence and during Administrative Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default, the Collateral Agent may also exercise (ii) such license shall be subject to the rights afforded of any licensee under Section 4.01 any exclusive License granted prior to such Event of this Agreement Default, (iii) the quality of any services or products in connection with respect to Intellectual Property contained which any Trademarks included in the Article 9 CollateralCollateral are used will not be materially inferior to the quality of such services and products sold by any Grantor under such Trademarks immediately prior to such Event of Default and such Grantor shall have the right to inspect any such services and products to monitor compliance with such standard, and (iv) to the extent such license is a sublicense of any Grantor’s rights as licensee under any License, the license to the Administrative Agent shall act in accordance with any limitations in such License actually known to it, including prohibitions on further sublicensing.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor Pledgor hereby grants to (in the Collateral Agent’s sole discretion) a designee of the Collateral Agent or the Collateral Agent, effective as for the ratable benefit of an Event of Defaultthe Secured Parties, a nonexclusive, royaltynon-free, limited exclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such prosecute and maintain all Intellectual Property hereunder)and the right to ▇▇▇ for past infringement of the Intellectual Property. For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default. Upon ; provided, however, that such license (i) shall be subject to those exclusive Patent Licenses, Trademark Licenses and Copyright Licenses granted by the Pledgors in effect on the date hereof and those granted by any Pledgor hereafter, as permitted under the Loan Documents, to the extent conflicting, (ii) may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuance continuation of an Event of Default, provided that any license, sublicense or other transaction entered into by the Collateral Agent may also exercise in accordance herewith shall be binding upon the rights afforded Pledgors notwithstanding any subsequent cure of an Event of Default, and (iii) apply to the use of the Trademarks in connection with goods and services of similar type and quality to those therefore sold by such Pledgor under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateralsuch Trademark.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be is lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral Agent, effective as for the benefit of an Event of Defaultthe Secured Parties, a nonexclusive, royaltynon-free, limited exclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent Grantors), subject, in the case of a certificate Trademarks, to sufficient rights to quality control and inspection in favor of a Responsible Officer such Grantor to avoid the risk of the Borrower invalidation of such Trademarks, to that effect) to use, license or use and sublicense any of the Intellectual Property IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that all any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the foregoing affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent to use such licensesunder this Agreement, sublicenses and any other rightsLoan Document or applicable Law, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that nothing in the foregoing license grant shall be reinstituted upon construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any subsequent Events such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent subject to the terms of the Intercreditor Agreement, during the continuation of an Event of Default), ; provided that any sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and nothing remedies under this Agreement. Nothing in this Section 4.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the applicable Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a third party; provided, further, that any quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor immediately prior to the exercise of the license and any such license granted by the Collateral Agent to a third party (including the access rights set forth aboveherein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall include provide reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used cooperation in any effort by the Grantor in its own intellectual property licenses to maintain the registration or agreement as of otherwise secure the date of the Event of Default satisfies the foregoing criteria) ongoing validity and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use effectiveness of such license by licensed Trademarks, including, without limitation the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence actions and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under conduct described in Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral4.02 below.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral AgentAgent an irrevocable, effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of rent, royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; providedthereof and, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of applicable law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such prosecute and maintain all Intellectual Property hereunder)Collateral and the right to ▇▇▇ for infringement of the Intellectual Property Collateral. For the avoidance of doubt, the The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon ; provided that any license, sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default, . Each Grantor further agrees to cooperate with the Collateral Agent may also exercise in any attempt to prosecute or maintain the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in Collateral or ▇▇▇ for infringement of the Article 9 Intellectual Property Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral AgentAgent an irrevocable, effective as of an Event of Default, a nonexclusive, royaltynon-free, limited exclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, provided that all (a) nothing herein shall constitute the grant of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by would cause any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results any existing licensing agreement to which the Grantor is party that could result in the loss or termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license or result in any material liability on the part of the Grantor and any such (b) the license granted by the Collateral Agent this Section shall automatically terminate with respect to any Intellectual Property in which any Grantor grants an exclusive license to a third party in the ordinary course of its business (including the access rights set forth above) and shall include reasonable and customary terms and conditions necessary not become effective as to preserve the existence, validity and value of the affected any Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard Property in which such an exclusive license has been granted prior to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunderhereof). For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default. Upon Default (but not in the occurrence and during the continuance absence of an Event of Default); provided that any license, sub-license or other transaction entered into by the Collateral Agent may also exercise in accordance herewith shall be binding upon the rights afforded under Section 4.01 Grantors notwithstanding any subsequent cure of this Agreement with respect to Intellectual Property contained in the Article 9 Collateralan Event of Default.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time remedies, each Pledgor grants (such grant effective solely after the occurrence and during the continuance of an Event of Default, each Grantor hereby grants ) to (to the extent that the First-Priority Collateral Agent exercises its sole discretion pursuant to the Collateral Agreement (First Lien) (it being understood that the Applicable Collateral Agent shall be under no obligation to exercise such discretion after the Discharge of First-Priority Obligations)) the Collateral Agent or a designee of the Collateral Agent, effective as for the benefit of the Second-Priority Secured Parties, an Event of Defaultirrevocable, a nonexclusive, royaltynon-free, limited exclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the Intellectual Property; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors Pledgors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document executed agreement with a an unaffiliated third party, to the extent not prohibited by the Notes Indenture Documents, with respect to such Intellectual Property Collateral; and provided, further, that any such licenses to be granted hereunder shall (i) if granting a license to Trademarks, apply to the use of the Trademarks in connection with goods and any services of similar type and quality to those theretofore sold by such license Pledgor under such Trademarks and (ii) be subject to those exclusive Copyright Licenses, Patent Licenses and Trademark Licenses granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions Pledgors in effect on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of hereof and those granted by any Pledgor hereafter, as permitted under the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this AgreementNotes Indenture Documents, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder)conflicting. For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, exercised only during the continuation of an Event of Default by the Collateral Agent and subject to the ABL Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and the Second Lien/Second Lien Intercreditor Agreement (if entered into); provided, however, that any license or sublicense granted by the Collateral Agent to a third party during the continuation of an Event of Default shall remain in effect notwithstanding any subsequent cure of such Event of Default. Upon Furthermore, each Pledgor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an any Event of Default, any document which may be required by the Collateral Agent may also exercise United States Copyright Office or the rights afforded under Section 4.01 United States Patent and Trademark Office or any state office in order to effect an absolute assignment of this Agreement with respect all right, title and interest in each Patent, Trademark or Copyright, and to Intellectual Property contained in record the Article 9 Collateralsame.

Grant of License to Use Intellectual Property. For Solely for the exclusive purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement upon and during the continuance of an Event of Default at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral Administrative Agent, effective as of an Event of Defaultirrevocable, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored in the possession and control of a Grantor, the right to prosecute and maintain all computer software such Intellectual Property and programs used the right to ▇▇▇ for infringement of such Intellectual Property; provided that (i) such license shall be subject to the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent any licensee under a license granted prior to use such licensesEvent of Default, sublicenses and other rights, and (ii) such license shall only be granted to the extent permitted by not in violation of any then existing licensing or other agreements or arrangements to the terms extent that waivers cannot be obtained using commercially reasonable efforts and not otherwise unlawful or impermissible); and (iii) the quality of any services or products in connection with which any Trademarks included in the Article 9 Collateral are used will not be materially inferior to the quality of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire products sold by such Grantor under such Trademarks immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower prior to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an such Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Administrative Agent may be exercised, at the option of the Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default. Upon , provided that any license or sublicense entered into by the occurrence and during Administrative Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time remedies, each Grantor grants (such grant effective solely after the occurrence and during the continuance of an Event of Default, each Grantor hereby grants ) to (in the Collateral Agent’s sole discretion) a designee of the Agent or the Agent, effective as for the benefit of the Secured Parties, an Event of Defaultirrevocable, a nonexclusive, royaltynon-free, limited exclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the Intellectual Property; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of of, any contract, license, agreement, instrument or other document executed agreement with a an unaffiliated third party, to the extent not prohibited by the Credit Agreement, with respect to such Intellectual Property that is part of the Collateral now owned or hereafter acquired by such Grantor; and provided, further, that any such license licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and any services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon Furthermore, each Grantor hereby grants to the Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an any Event of Default, any document that may be required by the Collateral Agent may also exercise United States Copyright Office or the rights afforded under Section 4.01 United States Patent and Trademark Office or any state office in order to effect an absolute assignment of this Agreement with respect all right, title and interest in each Patent, Trademark or Copyright, and to Intellectual Property contained in record the Article 9 Collateralsame.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provision of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies remedies, each Grantor shall, upon request by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, a nonexclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower grant to the Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of a certificate of a Responsible Officer of royalty or other compensation to the Borrower to that effectGrantors) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (including all Intellectual Property Collateral located in Canada, and whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon ; provided that any license, sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default, . In the Collateral Agent may also exercise event the rights afforded under license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of this Agreement any Trademark shall inure to the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with respect goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to Intellectual Property contained the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Article 9 CollateralGrantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02 below.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver termination or cure of all Events the Event of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectDefault) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the such licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood and upon 10 days’ prior written notice to the applicable Grantor; provided, further, that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license licenses granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and any the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used, sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of DefaultDefault and upon 10 days’ notice to the applicable Grantor. Upon the occurrence and during the continuance of an Event of DefaultDefault and upon 10 days’ notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusive, royalty-free, limited license (until the waiver termination or cure of all Events the Event of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectDefault) to use, license or or, solely to the extent necessary to exercise those rights and remedies, sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same are located, and including in such license reasonable necessary access to all media in which any of the such licensed items may be are recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 4.3 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation under any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise prejudices the value thereof to the relevant Grantor; provided, further, that any such license licenses granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and any the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used, sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor. Upon the occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.01 4.1 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.. CG&R Draft Current date: 08/09/2021 1:04 PM62203517v4

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Administrative Agent a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver termination or cure of all Events the Event of Default and Default) for cash, upon credit or for future delivery as the delivery by the Borrower to the Collateral Administrative Agent of a certificate of a Responsible Officer of the Borrower to that effect) shall deem appropriate to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Administrative Agent solely during the continuance of an Event of Default (it being understood that and upon 10 Business Days’ prior written notice to the foregoing license grant shall be reinstituted upon any subsequent Events of Default)applicable Grantor, and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license licenses granted hereunder with respect to Trademarks shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and any the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used, sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Administrative Agent may be exercised, at the option of the Collateral Administrative Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies at any time after remedies, effective upon the occurrence and during the continuance of an Event of Default, Default each Grantor hereby grants (but subject always to the Collateral Agentthen existing licensing arrangements or other rights of third parties) to the Administrative Agent an irrevocable, effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property or Software now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Administrative Agent may be exercised, at the option of the Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default. Upon the occurrence and during the continuance of . (i) an Event of DefaultDefault shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment to the Administrative Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made, and (iv) the Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Collateral Administrative Agent shall promptly execute and deliver to such Grantor such assignments as may also exercise be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Administrative Agent as aforesaid, subject to any disposition thereof that may have been made by the Administrative Agent; provided, after giving effect to such reassignment, the Administrative Agent’s security interest granted pursuant hereto, as well as all other rights afforded under Section 4.01 and remedies of this Agreement with respect the Administrative Agent granted hereunder, shall continue to Intellectual Property contained be in full force and effect; provided further, the Article 9 Collateralrights, title and interests so reassigned shall be free and clear of all Liens other than Liens (if any) encumbering such rights, title and interest at the time of their assignment to the Administrative Agent and Liens permitted pursuant to 6.02 of the Credit Agreement.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusive, royalty-free, limited license (until the waiver termination or cure of all Events the Event of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectDefault) to use, license or or, solely to the extent necessary to exercise those rights and remedies, sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same are located, and including in such license reasonable necessary access to all media in which any of the such licensed items may be are recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 4.3 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation under any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise prejudices the value thereof to the relevant Grantor; provided, further, that any such license licenses granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and any the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used, sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor. Upon the occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.01 4.1 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusive, royalty-free, limited license (until the waiver termination or cure of all Events the Event of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectDefault) to use, license or or, solely to the extent necessary to exercise those rights and remedies, sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same are located, and including in such license reasonable necessary access to all media in which any of the such licensed items may be are recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 4.3 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation under any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture and each Additional Pari Passu Agreement, with a third partyrespect to such property or otherwise prejudices the value thereof to the relevant Grantor; provided, further, that any such license licenses granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and any the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used, sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor. Upon the occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor, the Collateral Agent may also exercise the rights afforded under Section 4.01 4.1 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under Article V of this Agreement and other Security Documents at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies at (including after the commencement of any time after and during the continuance of an Event of Defaultbankruptcy, insolvency, receivership or other similar proceeding), each Grantor hereby grants to the Collateral AgentAdministrative Agent an irrevocable, effective as of an Event of Default, a nonexclusive, royalty-free, limited worldwide license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, exploit, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such prosecute and maintain all Intellectual Property hereunder)and the right to s▇▇ for infringement of the Intellectual Property. For the avoidance of doubt, the The use of such license by the Collateral Administrative Agent may be exercised, at the option of the Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default. Upon , provided that any license, sublicense or other transaction entered into by the occurrence and during Administrative Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, the Collateral grant to the Administrative Agent may also exercise of the rights afforded under Section 4.01 pursuant to Sections 5.01 and 5.03 shall not be terminated or otherwise affected or impaired by the termination of this Agreement with respect any licensing agreement relating to the license of any Intellectual Property contained in by a Grantor to another Subsidiary relating to the Article 9 Collaterallicense of any Intellectual Property by a Grantor to another Subsidiary.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Administrative Agent a nonexclusive, royalty-free, limited license (exercisable until the waiver termination or cure of all Events the Event of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectDefault) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and (together with the delivery by the Borrower Borrower’s written notice to the Collateral Administrative Agent of a certificate of a Responsible Officer of the Borrower to that effect such termination or cure) and shall be exercised by the Collateral Administrative Agent solely during in connection with the continuance Administrative Agent’s exercise of an Event of Default (it being understood that remedies pursuant to Section 4.01 and, to the foregoing license grant shall be reinstituted extent reasonably practicable, upon any subsequent Events of Default)prior written notice to the Borrower, and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.any

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral AgentAgent an irrevocable, effective as of an Event of Default, a nonexclusive, royaltynon-free, limited exclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense sub-license any of the Collateral consisting of Intellectual Property (and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection therewith) now owned or hereafter acquired by such Grantor, except to the extent that the granting of such license would (i) result in the permanent destruction of the validity or value of such Intellectual Property or (ii) violate the terms of any licensing agreements relating to such Intellectual Property existing on the later of the date hereof and the date on which such Intellectual Property is acquired by a Grantor, provided that such Grantor and the Company have each used commercially reasonable efforts to remove or prevent the inclusion of such restrictions from the relevant license or sublicense, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may shall be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default. Upon , provided that any license, sub-license or other transaction entered into by the occurrence and during Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Upon the exclusive occurrence and during the continuance of an Event of Default, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of DefaultAgreement, each Grantor hereby grants to the Collateral Agent, effective as of subject to the immediately succeeding sentence, an Event of Defaultirrevocable, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license use or sublicense (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (thereof to the extent permitted by that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing such licenses Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification, termination or cancellation therein and sublicenses(b) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is not prohibited by any rule Requirements of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third partyLaw; provided, further, provided that any such license and any sublicenses with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only exercised solely during the continuation of an Event of Default. Upon ; provided that any license, sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance with the continuance provisions of this Agreement shall be binding upon the Grantors, notwithstanding any subsequent cure of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral AgentAgent an irrevocable, effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of rent, royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity validity, and value of the affected Intellectual PropertyProperty Collateral, including including, without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software protecting Trademarks in the manner set forth below (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Grantor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property Collateral hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon ; provided that any license, sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default, . In the Collateral Agent may also exercise event the rights afforded under license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of this Agreement any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with respect goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to Intellectual Property contained the exercise of the license rights set forth herein; and (iii) at the Grantor's request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Article 9 Collateral.Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02

Grant of License to Use Intellectual Property. For the sole and exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver termination or cure of all Events the Event of Default and the Default) for cash, upon credit or for future delivery by the Borrower to as the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) shall deem appropriate to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that and upon 10 Business Days’ prior written notice to the foregoing license grant shall be reinstituted upon any subsequent Events of Default)applicable Grantor, and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture or any other Secured Documents, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Secured Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, exercised at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral Agent, effective as for the benefit of the Secured Parties, an Event of Defaultirrevocable, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Intellectual Property IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that all any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the foregoing affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent to use such licensesunder this Agreement, sublicenses and any other rightsLoan Document or applicable Law, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that nothing in the foregoing license grant shall be reinstituted upon construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any subsequent Events such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, after the occurrence and during the continuation of an Event of Default); provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and nothing remedies under this Agreement and all rights that may be deemed to have vested in the Collateral Agent shall be and hereby are assigned, transferred and conveyed to the Grantors. Nothing in this Section 4.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a third party; provided, further, that any quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license and any such license granted by the Collateral Agent to a third party (including the access rights set forth aboveherein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall include provide reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used cooperation in any effort by the Grantor in its own intellectual property licenses to maintain the registration or agreement as of otherwise secure the date of the Event of Default satisfies the foregoing criteria) ongoing validity and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use effectiveness of such license by licensed Trademarks, including, without limitation the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence actions and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under conduct described in Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.4.02 below

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies remedies, each Grantor shall, upon request by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, a nonexclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower grant to the Collateral Agent to the full extent such Grantor is permitted to grant such a license and to the extent that the Collateral Agent does not exercise its rights pursuant to Section 6.01(vi) herein, an irrevocable, nonexclusive license (exercisable without payment of a certificate of a Responsible Officer of royalty or other compensation to the Borrower to that effectGrantors) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and, to the extent permitted by such Grantor’s existing contractual obligations, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to . The use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised license by the Collateral Agent solely may be exercised, subject to the terms of the Intercreditor Agreement, at the option of the Collateral Agent, during the continuance continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that the terms of any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) or sublicense shall include reasonable and customary all terms and conditions necessary restrictions that customarily required to preserve ensure the existence, continuing validity and value effectiveness of the affected Intellectual PropertyProperty at issue, including such as, without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement inure provisions with regard to Trademarks, patent designation provisions with regard to Patents, and copyright notices and restrictions on or decompilation and reverse engineering of copyrighted software software. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (it being understood that i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the Grantor; (Iii) the incorporation licensed or sublicensed Trademarks shall only be used in association with goods or services of standard or customary terms a quality and conditions nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor's request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor in its own intellectual property licenses to maintain the registration or agreement as of otherwise secure the date of the Event of Default satisfies the foregoing criteria) ongoing validity and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use effectiveness of such license by licensed Trademarks, including, without limitation the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence actions and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under conduct described in Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral4.02 below.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor Pledgor hereby grants to (in the Collateral Agent’s sole discretion) a designee of the Agent or the Agent, effective as for the benefit of the Secured Parties, an Event of Defaultirrevocable, a nonexclusive, royaltynon-free, limited exclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectany Pledgor) to use, license or sublicense (subject to any obligation to maintain the quality of goods and services provided under any Trademark consistent with the quality of such goods and services provided by the Pledgors immediately prior to such Event of Default) any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the Intellectual Property; provided, however, that all of such non-exclusive license shall be subject to and shall not violate any agreement between a Pledgor and a third party governing the foregoing rights of the Collateral Agent to applicable Pledgor’s use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunderArticle 9 Collateral consisting of Intellectual Property, shall expire immediately upon the waiver not give such third party any right of acceleration, modification or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect cancellation therein and shall not be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute applicable law or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder)Governmental Authority. For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only solely upon the occurrence and during the continuation of an Event of Default. Upon Default after the occurrence and during First Lien Termination Date; provided that any license, sublicense or other transaction entered into by the continuance Agent in accordance herewith shall be binding upon the Pledgors notwithstanding any subsequent cure of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver or cure of all Events the Event of Default and the Default) for cash, upon credit or for future delivery by the Borrower to as the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) shall deem appropriate to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that and upon 10 Business Days’ prior written notice to the foregoing license grant shall be reinstituted upon any subsequent Events of Default)applicable Grantor, and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral AgentAgent an irrevocable, effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of rent, royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity validity, and value of the affected Intellectual PropertyProperty Collateral, including including, without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software protecting Trademarks in the manner set forth below (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Grantor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property Collateral hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent may also exercise in accordance herewith shall be binding upon the rights afforded under Grantors notwithstanding any subsequent cure of an Event of Default. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of this Agreement any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with respect goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to Intellectual Property contained the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Article 9 Collateral.Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Lead Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Lead Borrower to that effect) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses Intellectual Property and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Lead Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Lead Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted re-instituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies remedies, each Grantor shall, upon request by the Collateral Agent at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, a nonexclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower grant to the Collateral Agent of a certificate of a Responsible Officer an irrevocable (until the termination of the Borrower Credit Agreement) nonexclusive li- cense (exercisable without payment of royalty or other compensation to that effectany such Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 3.03 shall require Grantors any Grantor to grant any license that is prohibited by any rule of law, statute or regulation, regulation or is prohibited by, or constitutes a breach or default under or results re- sults in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document executed evidencing, giving rise to a right to use or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property; providedpro- vided, further, that any such license licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and any services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon De- fault; provided that any permitted license, sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver termination or cure of all Events the Event of Default and the Default) for cash, upon credit or for future delivery by the Borrower to as the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) shall deem appropriate to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that and upon 10 Business Days’ prior written notice to the foregoing license grant shall be reinstituted upon any subsequent Events of Default)applicable Grantor, and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an any Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an any Event of Default (it being understood that and upon written notice to the foregoing license grant shall be reinstituted upon applicable Grantor of any subsequent Events Event of Default), and nothing in this Section 4.03 5.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, unreasonably prejudices the value of any Intellectual Property, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third partyevidencing, giving rise to or theretofore granted; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring (as applicable) the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and -30- remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Lawlaw, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunderProperty). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an any Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement 5.01 with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies at any time after remedies, effective upon the occurrence and during the continuance of an Event of Default, Default each Grantor hereby grants to the Collateral AgentAdministrative Agent an irrevocable, effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property or Software now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Administrative Agent may be exercised, at the option of the Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default. Upon the occurrence and during the continuance of If (i) an Event of DefaultDefault shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment to the Administrative Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made, and (iv) the Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Collateral Administrative Agent shall promptly execute and deliver to such Grantor such assignments as may also exercise be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Administrative Agent as aforesaid, subject to any disposition thereof that may have been made by the Administrative Agent; provided, after giving effect to such reassignment, the Administrative Agent’s security interest granted pursuant hereto, as well as all other rights afforded under Section 4.01 and remedies of this Agreement with respect the Administrative Agent granted hereunder, shall continue to Intellectual Property contained be in full force and effect; provided further, the Article 9 Collateralrights, title and interests so reassigned shall be free and clear of all Liens other than Liens (if any) encumbering such rights, title and interest at the time of their assignment to the Administrative Agent and Liens permitted pursuant to 6.02 of the Credit Agreement.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, subject to the terms of the Intercreditor Agreements, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Administrative Agent a nonexclusive, royalty-free, limited license (exercisable until the waiver termination or cure of all Events the Event of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectDefault) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and (together with the delivery by the Borrower Borrower’s written notice to the Collateral Administrative Agent of a certificate of a Responsible Officer of the Borrower to that effect such termination or cure) and shall be exercised by the Collateral Administrative Agent solely during in connection with the continuance Administrative Agent’s exercise of an Event of Default (it being understood that remedies pursuant to Section 4.01 and, to the foregoing license grant shall be reinstituted extent reasonably practicable, upon any subsequent Events of Default)prior written notice to the Borrower, and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license and any such license granted by the Collateral Administrative Agent to a third 19 party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value enforceability of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Administrative Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to under such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Administrative Agent may be exercised, subject to the terms of the Intercreditor Agreements, at the option of the Collateral Administrative Agent, only during the continuation continuance of an Event of Default. Upon Subject to the terms of the Intercreditor Agreements, upon the occurrence and during the continuance of an Event of Default, the Collateral Administrative Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies remedies, each Grantor shall and hereby does grant to the Collateral Agent a non-exclusive license or sublicense in all Intellectual Property owned or licensed by such Grantor, upon request by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as full extent such Grantor is permitted to grant such a nonexclusive license or sublicense (exercisable without payment of royalty or other compensation to the Grantors and revocable in accordance with the termination of this Agreement pursuant to Section 8.13) exercisable after the occurrence and during the continuance of an Event of Default, a nonexclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and, to the extent permitted by such Grantor’s existing contractual obligations, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only after the occurrence and during the continuation of an Event of Default. Upon ; provided that any license, sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of DefaultDefault and provided, further, that the terms of any license or sublicense shall include all terms and restrictions that are customarily required to ensure the continuing validity and effectiveness of the Intellectual Property at issue, such as, without limitation, quality control and inure provisions with regard to Trademarks, patent designation provisions with regard to Patents, and copyright notices and restrictions or decompilation and reverse engineering of copyrighted software. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation, the Collateral Agent may also exercise the rights afforded under actions and conduct described in Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral4.02 below.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies remedies, each Grantor shall, upon request by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, a nonexclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower grant to the Collateral Agent to the full extent such Grantor is permitted to grant such a license and to the extent that the Collateral Agent does not exercise its rights pursuant to Section 6.01(vi) herein, an irrevocable, nonexclusive license (exercisable without payment of a certificate of a Responsible Officer of royalty or other compensation to the Borrower to that effectGrantors) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and, to the extent permitted by such Grantor’s existing contractual obligations, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to . The use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised license by the Collateral Agent solely may be exercised, subject to the terms of the Intercreditor Agreement, at the option of the Collateral Agent, during the continuance continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that the terms of any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) or sublicense shall include reasonable and customary all terms and conditions necessary restrictions that customarily required to preserve ensure the existence, continuing validity and value effectiveness of the affected Intellectual PropertyProperty at issue, including such as, without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement inure provisions with regard to Trademarks, patent designation provisions with regard to Patents, and copyright notices and restrictions on or decompilation and reverse engineering of copyrighted software software. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (it being understood that i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the Grantor; (Iii) the incorporation licensed or sublicensed Trademarks shall only be used in association with goods or services of standard or customary terms a quality and conditions nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor in its own intellectual property licenses to maintain the registration or agreement as of otherwise secure the date of the Event of Default satisfies the foregoing criteria) ongoing validity and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use effectiveness of such license by licensed Trademarks, including, without limitation the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence actions and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under conduct described in Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral4.02 below.

Grant of License to Use Intellectual Property. For Subject to the exclusive terms of the Intercreditor Agreement, for the purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies at any time after remedies, effective upon the occurrence and during the continuance of an Event of Default, Default each Grantor hereby grants to the Collateral AgentAdministrative Agent an irrevocable, effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property or Software now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Administrative Agent may be exercised, at the option of the Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default. Upon the occurrence and during the continuance of If (i) an Event of DefaultDefault shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment to the Administrative Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made, and (iv) the Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Collateral Administrative Agent shall promptly execute and deliver to such Grantor such assignments as may also exercise be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Administrative Agent as aforesaid, subject to any disposition thereof that may have been made by the Administrative Agent; provided, after giving effect to such reassignment, the Administrative Agent’s security interest granted pursuant hereto, as well as all other rights afforded under Section 4.01 and remedies of this Agreement with respect the Administrative Agent granted hereunder, shall continue to Intellectual Property contained be in full force and effect; provided further, the Article 9 Collateralrights, title and interests so reassigned shall be free and clear of all Liens other than Liens (if any) encumbering such rights, title and interest at the time of their assignment to the Administrative Agent and Liens permitted pursuant to 6.02 of the Credit Agreement.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during remedies, the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as for the benefit of the Secured Parties, an Event of Defaultirrevocable, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantor) to use, license or sublicense any of the Intellectual Property IP Collateral now owned or hereafter acquired by the Grantor, and wherever the same may be located (whether or not any license agreement by and between the Grantor and any other Person relating to the use of such GrantorIP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; thereof provided, however, that all any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the foregoing affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent to use such licensesunder this Agreement, sublicenses and any other rightsCredit Document or applicable law, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that nothing in the foregoing license grant shall be reinstituted upon any subsequent Events construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that the Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to the Grantor by a third party, the extent to which the Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default); provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and nothing remedies under this Agreement. Nothing in this Section 4.03 4.01 shall require Grantors the Grantor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a third party; provided, further, that any quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license and any such license granted by the Collateral Agent to a third party (including the access rights set forth aboveherein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall include provide reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used cooperation in any effort by the Grantor in its own intellectual property licenses to maintain the registration or agreement as of otherwise secure the date of the Event of Default satisfies the foregoing criteria) ongoing validity and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use effectiveness of such license by licensed Trademarks, including, without limitation the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence actions and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under conduct described in Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral4.02 below.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver termination or cure of all Events the Event of Default and the Default) for cash, upon credit or for future delivery by the Borrower to as the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) shall deem appropriate to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that and upon 10 Business Days’ prior written notice to the foregoing license grant shall be reinstituted upon any subsequent Events of Default)applicable Grantor, and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusive, royalty-free, limited license (until the waiver termination or cure of all Events the Event of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectDefault) to use, license or or, solely to the extent necessary to exercise those rights and remedies, sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same are located, and including in such license reasonable necessary access to all media in which any of the such licensed items may be are recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 4.3 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation under any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Indenture, with a third partyrespect to such property or otherwise prejudices the value thereof to the relevant Grantor; provided, further, that any such license licenses granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and any the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used, sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor. Upon the occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor , the Collateral Agent may also exercise the rights afforded under Section 4.01 4.1 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver termination or cure of such Event of Default (and all other Events of Default and the Default)) for cash, upon credit or for future delivery by the Borrower to as the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) shall deem appropriate to use, license or sublicense any of the Intellectual Property included in the Article 9 Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that and upon 10 Business Days’ prior written notice to the foregoing license grant shall be reinstituted upon any subsequent Events of Default)applicable Grantor, and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license licenses granted hereunder with respect to Trademarks shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and any the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used, sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, subject to the limitations set forth herein, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Solely for the exclusive purpose of enabling the Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as and to the extent any Article 9 Collateral Agent shall be lawfully entitled consisting of Intellectual Property has not been assigned, transferred or conveyed pursuant to exercise such rights Section 4.01, and remedies at any time after and in accordance with the First Lien Intercreditor Agreement, each Grantor, solely during the continuance of an Event of Default, each Grantor hereby grants to the Notes Collateral AgentAgent an irrevocable, effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all thereof (in each case subject to any Grantor’s reasonable security policies and obligations of confidentiality as previously disclosed to the foregoing rights of the Notes Collateral Agent to use such licenses, sublicenses and other rights, and (Agent) to the extent permitted by that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing the applicable Grantor’s use of such licenses Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification or cancellation therein and sublicenses(b) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is not prohibited by any rule Requirements of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in Law; provided that such licenses to be granted hereunder with respect to Trademarks shall be subject to the termination maintenance of any contract, license, agreement, instrument or other document executed quality standards with a third party; provided, further, that any respect to the goods and services on which such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Notes Collateral Agent may only be exercised, at the option of the Notes Collateral Agent, only during the continuation of an Event of Default. Upon ; provided, further, that any license, sublicense or other transaction entered into by the occurrence and during Notes Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be is lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral Agent, effective as for the benefit of an Event of Defaultthe Secured Parties, a nonexclusive, royaltynon-free, limited exclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent Grantors), subject, in the case of a certificate Trademarks, to sufficient rights to quality control and inspection in favor of a Responsible Officer such Grantor to avoid the risk of the Borrower invalidation of such Trademarks, to that effect) to use, license or use and sublicense any of the Intellectual Property IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that all any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the foregoing affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent to use such licensesunder this Agreement, sublicenses and any other rightsLoan Document or applicable Law, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that nothing in the foregoing license grant shall be reinstituted upon construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any subsequent Events such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default), ; provided that any sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and nothing remedies under this Agreement. Nothing in this Section 4.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the applicable Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a third party; provided, further, that any quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor immediately prior to the exercise of the license and any such license granted by the Collateral Agent to a third party (including the access rights set forth aboveherein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall include provide reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used cooperation in any effort by the Grantor in its own intellectual property licenses to maintain the registration or agreement as of otherwise secure the date of the Event of Default satisfies the foregoing criteria) ongoing validity and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use effectiveness of such license by licensed Trademarks, including, without limitation the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence actions and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under conduct described in Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral4.02 below.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies remedies, each Grantor shall, upon request by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, a nonexclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower grant to the Collateral Agent to the full extent such Grantor is permitted to grant such a license and to the extent that the Collateral Agent does not exercise its rights pursuant to Section 6.01(vi) herein, an irrevocable, nonexclusive license (exercisable without payment of a certificate of a Responsible Officer of royalty or other compensation to the Borrower to that effectGrantors) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and, to the extent permitted by such Grantor’s existing contractual obligations, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to . The use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised license by the Collateral Agent solely may be exercised, subject to the terms of the Intercreditor Agreement, at the option of the Collateral Agent, during the continuance continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that the terms of any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) or sublicense shall include reasonable and customary all terms and conditions necessary restrictions customarily required to preserve ensure the existence, continuing validity and value effectiveness of the affected Intellectual PropertyProperty at issue, including such as, without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement inure provisions with regard to Trademarks, patent designation provisions with regard to Patents, and copyright notices and restrictions on or decompilation and reverse engineering of copyrighted software software. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (it being understood that i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the Grantor; (Iii) the incorporation licensed or sublicensed Trademarks shall only be used in association with goods or services of standard or customary terms a quality and conditions nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor in its own intellectual property licenses to maintain the registration or agreement as of otherwise secure the date of the Event of Default satisfies the foregoing criteria) ongoing validity and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use effectiveness of such license by licensed Trademarks, including, without limitation the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence actions and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under conduct described in Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral4.02 below.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any IP Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral Agent, effective as for the benefit of the Secured Parties, an Event of Defaultirrevocable, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Intellectual Property IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that all any such license granted by the Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of the foregoing affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent to use such licensesunder this Agreement, sublicenses and any other rightsCredit Document or applicable law, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that nothing in the foregoing license grant shall be reinstituted upon construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor has reserved for itself and (y) in the case of IP Collateral that is licensed to any subsequent Events such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such IP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, during the continuation of an Event of Default); provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and nothing remedies under this Agreement. Nothing in this Section 4.03 4.01 shall require Grantors a Grantor to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a third party; provided, further, that any quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license and any such license granted by the Collateral Agent to a third party (including the access rights set forth aboveherein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall include provide reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used cooperation in any effort by the Grantor in its own intellectual property licenses to maintain the registration or agreement as of otherwise secure the date of the Event of Default satisfies the foregoing criteria) ongoing validity and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use effectiveness of such license by licensed Trademarks, including, without limitation the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence actions and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under conduct described in Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral4.02 below.

Grant of License to Use Intellectual Property. For Upon the exclusive occurrence and during the continuance of an Event of Default, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of DefaultAgreement, each Grantor hereby grants to the Collateral AgentAgent an irrevocable (until terminated as provided below), effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license use or sublicense (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (thereof to the extent permitted by that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and a third party governing such licenses Collateral consisting of Intellectual Property, or gives such third party any right of acceleration, modification, termination or cancellation therein and sublicenses(b) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is not prohibited by any rule applicable Requirements of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third partyLaw; provided, further, provided that any such license and any sublicenses, (i) with respect to Trademarks, shall be subject to the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used sufficient to preserve the existence, validity of such Trademarks and value the inurement of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring any goodwill created by the use of appropriate notices and prohibiting such Trademarks to the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as benefit of the date of the Event of Default satisfies the foregoing criteria) applicable Grantors and (IIii) without limiting any other rights and remedies of the Collateral Agent under this Agreementwith respect to trade secrets, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting subject to the Collateral Agent rights in requirement that the secret status of such trade secrets be maintained and reasonable steps are taken to such Intellectual Property above and beyond (x) the rights to such Intellectual Property ensure that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder)they are maintained. For the avoidance of doubt, the The use of such license by the Collateral Agent and the use of any sublicense granted by the Collateral Agent may be exercised, at the option of the Collateral Agent, only exercised solely during the continuation of an Event of Default. Upon the occurrence and during the continuance ; provided that upon any termination of an such Event of Default, any license, sublicense or other transaction entered into by the Collateral Agent may also exercise in accordance herewith shall automatically and immediately terminate. For the rights afforded under avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 4.01 of 5.13, the license granted to the Collateral Agent pursuant to this Agreement Section 4.04 with respect to Intellectual Property contained in the Article 9 Collateralsuch Collateral shall automatically and immediately terminate. ARTICLE V Miscellaneous SECTION 5.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Agreement at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies at any time after remedies, effective upon the occurrence and during the continuance of an Event of Default, Default each Grantor hereby grants (but subject always to the Collateral Agentthen existing licensing arrangements or other rights of third parties) to the Administrative Agent an irrevocable, effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property or Software now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Administrative Agent may be exercised, at the option of the Collateral Administrative Agent, only upon the occurrence and during the continuation of an Event of Default. Upon the occurrence and during the continuance of If (i) an Event of DefaultDefault shall have occurred and, by reason of cure, waiver, modification, amendment or otherwise, no longer be continuing, (ii) no other Event of Default shall have occurred and be continuing, (iii) an assignment to the Administrative Agent of any rights, title and interests in and to the Intellectual Property shall have been previously made, and (iv) the Obligations shall not have become immediately due and payable, upon the written request of any Grantor, the Collateral Administrative Agent shall promptly execute and deliver to such Grantor such assignments as may also exercise be necessary to reassign to such Grantor any such rights, title and interests as may have been assigned to the Administrative Agent as aforesaid, subject to any disposition thereof that may have been made by the Administrative Agent; provided, after giving effect to such reassignment, the Administrative Agent’s security interest granted pursuant hereto, as well as all other rights afforded under Section 4.01 and remedies of this Agreement with respect the Administrative Agent granted hereunder, shall continue to Intellectual Property contained be in full force and effect; provided further, the Article 9 Collateralrights, title and interests so reassigned shall be free and clear of all Liens other than Liens (if any) encumbering such rights, title and interest at the time of their assignment to the Administrative Agent and Liens permitted pursuant to 6.02 of the Credit Agreement.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies upon the occurrence and at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusive, royalty-free, limited license (until the waiver termination or cure of all Events the Event of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectDefault) to use, license or sublicense (to the extent permitted by the terms of such licenses and sublicenses) any of the Intellectual Property rights now owned or hereafter acquired by such Grantor, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and (together with the delivery by the Borrower Borrower’s written notice to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect such termination or cure) and shall be exercised by the Collateral Agent solely during in connection with the continuance Collateral Agent’s exercise of an Event of Default remedies pursuant to Section 4.01 (it being understood that the foregoing license grant shall be reinstituted upon any Collateral Agent may re-exercise the rights granted hereunder in the event of subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license or sublicense that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted with a third partyrespect to such Intellectual Property; provided, further, that any such license or sublicense and any such license or sublicense granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity validity, enforceability and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets secrets, and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software Trademarks (it being understood that (I) the incorporation of standard or customary such terms and conditions used by the such Grantor in its own intellectual property licenses or agreement agreements concerning Intellectual Property as of the date of the Event of Default satisfies the foregoing criteriarequirement) (it being further understood and (II) agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself is entitled under applicable law or contract and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation continuance of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the such licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood Default; and provided, further, that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license licenses granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated Table of Contents with such Trademarks and any the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used, sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies remedies, each Grantor shall, upon request by the Collateral Agent at any time after and during the continuance of an Event of Default, each Grantor hereby grants grant to (in the Collateral Agent’s sole discretion) the Collateral Agent or a designee of the Collateral Agent, effective as for the ratable benefit of the Secured Parties, an Event of Defaultirrevocable, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectany Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Intellectual Property constituting Article 9 Collateral, now owned or hereafter acquired by such Grantor, wherever the same may be located, and including including, without limitation, in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 5.03 shall require Grantors such Grantor to grant any license that is prohibited by any rule of law, statute or regulation, regulation or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document executed evidencing, giving rise to a right to use or theretofore granted with a third partyrespect to such property; provided, further, that any such license licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and any services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default. Upon ; provided that any permitted license, sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 7.1.2 of the Agreement or any other rights of Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor Loan Party hereby grants to the Collateral AgentAgent an irrevocable, effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of rent, royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectLoan Parties) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such GrantorLoan Party, and wherever the same may be located (whether or not any license agreement by and between any Loan Party and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity validity, and value of the affected Intellectual PropertyProperty Collateral, including including, without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software protecting Trademarks in the manner set forth below (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Grantor Loan Party has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Grantor Loan Party by a third party, the extent to which such Grantor Loan Party has the right to grant a sublicense to such Intellectual Property Collateral hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance ; provided that any license, sublicense or other transaction entered into by Agent in accordance herewith shall be binding upon Loan Parties notwithstanding any subsequent cure of an Event of Default. In the event the license set forth in this Section 1.3.1 is exercised with regard to any Trademarks, then the Collateral Agent may also following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the benefit of Loan Party; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Loan Party prior to the exercise of the license rights afforded under set forth herein; and (iii) at Loan Party's request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by Loan Party to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.1.3.2

Grant of License to Use Intellectual Property. For Solely for the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor Pledgor hereby grants to (in the Collateral Agent’s sole discretion) a designee of the Collateral Agent or the Collateral Agent, effective as for the benefit of the Secured Parties, an Event of Defaultirrevocable, a nonexclusive, royaltynon-free, limited exclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectany Pledgor) to use, license or sublicense (subject to the obligation of the applicable licensee or sublicensee to maintain the quality of goods and services provided under any Trademark consistent with the quality of such goods and services provided by the Pledgors immediately prior to such Event of Default) any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that the right to prosecute and maintain all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to ▇▇▇ for past infringement of such Intellectual Property hereunder)Property. For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default. Upon ; provided, that any license, sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance herewith shall be binding upon the continuance Pledgors notwithstanding any subsequent cure of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral AgentAgent an irrevocable, effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of rent, royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; , provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity validity, and value of the affected Intellectual PropertyProperty Collateral, including including, without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system securitysecrets, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software protecting Trademarks in the manner set forth below (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Grantor has reserved for itself and (y) in the case of Intellectual Property Collateral that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.Grantor

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor hereby grants to the Collateral AgentAgent an irrevocable, effective as of an Event of Default, a nonexclusive, royalty-free, limited nonexclusive license (until the waiver exercisable without payment of rent, royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectGrantors) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; providedthereof and, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of applicable law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such prosecute and maintain all Intellectual Property hereunder)Collateral and the right to ▇▇▇ for infringement of the Intellectual Property Collateral. For the avoidance of doubt, the The use of such license by the Collateral Agent may only be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default; provided that any license, 17 SECTION 4.02. Upon sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of Default, . Each Grantor further agrees to cooperate with the Collateral Agent may also exercise in any attempt to prosecute or maintain the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in Collateral or ▇▇▇ for infringement of the Article 9 Intellectual Property Collateral.

Grant of License to Use Intellectual Property. For Upon the exclusive occurrence and during the continuance of an Event of Default, solely to the extent necessary for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of DefaultAgreement, each Grantor Pledgor hereby grants to the Collateral Agent, effective as of Agent an Event of Default, a nonexclusive, royalty-free, limited license irrevocable (until the waiver terminated as provided below or upon cure of all Events of Default and the delivery by the Borrower Default), non-exclusive license (exercisable without payment of royalty or other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectPledgors) to use, license use or sublicense (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, and wherever the same may be located (and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided) to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Pledgor and a third party governing such Collateral consisting of Intellectual Property, howeveror give such third party any right of acceleration, that all of the foregoing rights of the Collateral Agent to use such licensesmodification, sublicenses and other rightstermination or cancellation therein, and (to the extent permitted by the terms of such licenses and sublicensesb) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is not prohibited by any rule Requirements of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third partyLaw; provided, further, provided that any such license and sublicenses (i) with respect to owned Trademarks, shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks and the inurement of any such license granted goodwill created by the Collateral Agent use of such Trademarks to a third party the benefit of the applicable Pledgors, and (including the access rights set forth aboveii) with respect to owned Copyrights, shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) software, and (IIiii) without limiting any other rights and remedies of the Collateral Agent under this Agreementwith respect to trade secrets, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting subject to the Collateral Agent rights in requirement that the secret status of such trade secrets be maintained and reasonable steps are taken to such Intellectual Property above and beyond (x) the rights to such Intellectual Property ensure that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder)they are maintained. For the avoidance of doubt, the The use of such license by the Collateral Agent and the use of any sublicense granted by the Collateral Agent may be exercised, at the option of the Collateral Agent, only exercised solely during the continuation of an Event of Default. Upon ; provided, that any sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance with the continuance provisions of this Agreement shall be binding upon the Pledgors, notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 5.15, the license granted to the Collateral Agent may also exercise the rights afforded under pursuant to this Section 4.01 of this Agreement 4.04 with respect to Intellectual Property contained in the Article 9 Collateralsuch Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies remedies, each Grantor shall, upon request by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, a nonexclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower grant to the Collateral Agent to the full extent such Grantor is permitted to grant such a license and to the extent that the Collateral Agent does not exercise its rights pursuant to Section 6.01(vi) herein, an irrevocable, nonexclusive license (exercisable without payment of a certificate of a Responsible Officer of royalty or other compensation to the Borrower to that effectGrantors) to use, license or sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and, to the extent permitted by such Grantor’s existing contractual obligations, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon ; provided that any license, sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of DefaultDefault and provided, further, that the Collateral Agent may also exercise terms of any license or sublicense shall include all terms and restrictions that are customarily required to ensure the rights afforded under continuing validity and effectiveness of the Intellectual Property at issue, such as, without limitation, quality control and inure provisions with regard to Trademarks, patent designation provisions with regard to Patents, and copyright notices and restrictions or decompilation and reverse engineering of copyrighted software. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of this Agreement any Trademark shall inure to the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with respect goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to Intellectual Property contained the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Article 9 CollateralGrantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation the actions and conduct described in Section 4.02 below.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver termination or cure of all Events the Event of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectDefault) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the such licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license licenses granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and any the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used, sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of DefaultDefault and upon 10 Business Days’ notice to the applicable Grantor. Upon the occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ notice to the applicable Grantor , the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement Agreement, in each case in accordance with, and to the extent consistent with, the terms of Section 7.18 and the Intercreditor Agreements, at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor Pledgor hereby grants to (in the Collateral Agent’s sole discretion) a designee of the Collateral Agent or the Collateral Agent, effective as for the ratable benefit of an Event of Defaultthe Secured Parties, a nonexclusive, royaltynon-free, limited exclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such prosecute and maintain all Intellectual Property hereunder)and the right to ▇▇▇ for past infringement of the Intellectual Property. For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default. Upon , subject to the terms of the Intercreditor Agreements; provided, however, that such license (i) shall be subject to those exclusive Patent Licenses, Trademark Licenses and Copyright Licenses granted by the Pledgors in effect on the date hereof and those granted by any Pledgor hereafter, as permitted under the Indenture Documents and any Other Pari Passu Lien Agreement, to the extent conflicting, (ii) may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuance continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Pledgors notwithstanding any subsequent cure of an Event of Default, and (iii) apply to the Collateral Agent may also exercise use of the rights afforded Trademarks in connection with goods and services of similar type and quality to those therefore sold by such Pledgor under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateralsuch Trademark.

Grant of License to Use Intellectual Property. For Without limiting the exclusive provisions of Section 3.01 hereof or any other rights of the Collateral Agent as the holder of a Security Interest in any Intellectual Property Collateral, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies remedies, each Grantor shall, upon request by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, a nonexclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower grant to the Collateral Agent to the full extent such Grantor is permitted to grant such a nonexclusive license (exercisable without payment of a certificate royalty or other compensation to the Grantors and revocable in accordance with the termination of a Responsible Officer of the Borrower this Agreement pursuant to that effectSection 8.13) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense any of the Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and, to the extent permitted by such Grantor’s existing contractual obligations, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default. Upon ; provided that any license, sublicense or other transaction entered into by the occurrence and during Collateral Agent in accordance herewith shall be binding upon the continuance Grantors notwithstanding any subsequent cure of an Event of DefaultDefault and provided, further, that the terms of any license or sublicense shall include all terms and restrictions that are customarily required to NY\6158255.3 ensure the continuing validity and effectiveness of the Intellectual Property at issue, such as, without limitation, quality control and inure provisions with regard to Trademarks, patent designation provisions with regard to Patents, and copyright notices and restrictions or decompilation and reverse engineering of copyrighted software. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) all goodwill arising from any licensed or sublicensed use of any Trademark shall inure to the Grantor; (ii) the licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent with the quality and reputation with which such Trademarks were associated when used by Grantor prior to the exercise of the license rights set forth herein; and (iii) at the Grantor’s request and expense, licensees and sublicensees shall provide reasonable cooperation in any effort by the Grantor to maintain the registration or otherwise secure the ongoing validity and effectiveness of such licensed Trademarks, including, without limitation, the Collateral Agent may also exercise the rights afforded under actions and conduct described in Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral4.02 below.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Defaultremedies, each Grantor Pledgor hereby grants to (in the Collateral Agent’s sole discretion) a designee of the Collateral Agent or the Collateral Agent, effective as for the ratable benefit of an Event of Defaultthe Secured Parties, a nonexclusive, royaltynon-free, limited exclusive license (until the waiver exercisable without payment of royalty or cure of all Events of Default and the delivery by the Borrower other compensation to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectany Pledgor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such prosecute and maintain all Intellectual Property hereunder)and the right to ▇▇▇ for past infringement of the Intellectual Property. For the avoidance of doubt, the The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only following written instruction from the Applicable First Lien Agent, upon the occurrence and during the continuation of an Event of Default. Upon ; provided, however, that such license (i) shall be subject to those exclusive Patent Licenses, Trademark Licenses and Copyright Licenses granted by the Pledgors in effect on the date hereof and those granted by any Pledgor hereafter, as permitted under the ABL Loan Documents, the Indenture Documents and any Other First Priority Agreement, to the extent conflicting, (ii) may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuance continuation of an Event of Default, provided that any license, sublicense or other transaction entered into by the Collateral Agent may also exercise in accordance herewith shall be binding upon the rights afforded Pledgors notwithstanding any subsequent cure of an Event of Default, and (iii) apply to the use of the Trademarks in connection with goods and services of similar type and quality to those therefore sold by such Pledgor under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateralsuch Trademark.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusivenon-exclusive, royalty-free, limited license (until the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) to use, license or sublicense any of the Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the such licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver termination or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood Default; and provided, further, that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed evidencing, giving rise to or theretofore granted, to the extent permitted by the Credit Agreement, with a third partyrespect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license licenses granted hereunder with respect to Trademarks material to the business of such Grantor shall be subject to restrictions, including, without limitation restrictions as to goods or services associated with such Trademarks and any the maintenance of quality standards with respect to the goods and services on which such license granted by the Collateral Agent to a third party (including the access rights set forth above) shall include reasonable and customary terms and conditions necessary Trademarks are used, sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies remedies, each Grantor shall, upon prior written request by the Collateral Agent at any time after and during the continuance of an Event of Default, each Grantor hereby grants grant to the Collateral Agent, effective as of an Event of Default, Agent a nonexclusive, non-transferable irrevocable, royalty-free, limited license (until the waiver termination or cure of all Events the Event of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effectDefault) to use, license or sublicense use any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Borrower to the Collateral Agent of a certificate of a Responsible Officer of the Borrower to that effect and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of any contract, license, agreement, instrument or other document executed with a respect to such Intellectual Property, or gives any third party; providedparty any right of acceleration, furthermodification, that termination or cancellation in any such license and any document, or otherwise unreasonably prejudices the value of such license Intellectual Property to the relevant Grantor; provided further that such licenses to be granted by hereunder with respect to Trademarks shall be subject to the Collateral Agent Agent’s maintenance of quality standards with respect to a third party (including the access rights set forth above) shall include reasonable goods and customary terms and conditions necessary services on which such Trademarks are used sufficient to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to such Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that (I) the incorporation of standard or customary terms and conditions used by the Grantor in its own intellectual property licenses or agreement as of the date of the Event of Default satisfies the foregoing criteria) and (II) without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has reserved for itself and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent to which such Grantor has the right to grant a sublicense to such Intellectual Property hereunder). For the avoidance of doubt, the use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only exercised solely during the continuation of an Event of Default. Upon Default and upon termination of the occurrence and during the continuance of an Event of Default, ; such license to the Intellectual Property shall automatically and immediately terminate and any Intellectual Property in the possession of the Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect shall be returned to Intellectual Property contained in the Article 9 Collateralsuch Grantor.