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

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For (a) Each Grantor hereby grants to the purpose of enabling Collateral Agent, to the Administrative extent necessary to enable the Collateral Agent to exercise rights and remedies under this Agreement and the Other Security Documents at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred only to the extent such license would not violate or result in a default under any license or other agreement, whether express or implied, between the Grantor and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement any Person other than a Wholly Owned Subsidiary. The rights of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Collateral Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of under such license by the Administrative Agent may be exercised, at the option of the Administrative Collateral Agent, only solely upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an any Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell . (b) Notwithstanding any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and other provision contained in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, any security interest granted hereunder in any Collateral consisting of Intellectual Property to secure the Obligations shall be subject to the license granted under the First Lien Guarantee and Collateral Agreement, as such license may sell Inventory which bears be exercised for the benefit of the holders of any Trademark owned by Obligations (as defined in the First Lien Collateral Agreement), and any sale or licensed transfer of Collateral consisting of Intellectual Property upon any exercise of remedies under this Agreement shall be made expressly subject to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinlicense.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies at any time after and during the continuance of an Event of Default, subject to the terms of the licenses, each Grantor hereby grants to the Administrative Agent an irrevocableAgent, nonexclusive for the benefit of the Secured Parties, a non-exclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty the Event of Default) for cash, upon credit or other compensation for future delivery as the Administrative Agent shall deem appropriate to use (and to the Grantors) to useextent permitted by the licenses, license or sublicense sublicense) any of the Intellectual Property included in 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, andhowever, that all of the foregoing rights of the Administrative Agent shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Administrative Agent solely during the continuance of an Event of Default and in connection with the Administrative Agent’s exercise of remedies pursuant to Section 4.01 and upon 10 Business Days’ prior written notice to the 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 evidencing, giving rise to or theretofore granted, to the extent permitted by Requirement the Credit Agreement, with respect 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 Administrative Agent to a third party shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of Law the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and while an Event prohibiting the use of Default false notices, quality control and inurement and goodwill 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 and agreed that, without limiting any other rights and remedies of the Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Administrative Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has occurred reserved for itself and (y) in the case of Intellectual Property that is continuinglicensed to any such Grantor by a third party, the extent to which such Grantor has the right to prosecute and maintain all grant a sublicense to such Intellectual Property and hereunder). For the right to ▇▇▇ for infringement avoidance of doubt, the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure continuance of an Event of Default. Each Grantor irrevocably agrees that Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may sell any also exercise the rights afforded under Section 4.01 of such Grantor’s Inventory directly this Agreement with respect to any person, including Persons who have previously purchased Intellectual Property contained in the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinArticle 9 Collateral.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remedies, upon the occurrence and during the continuance of an Event of Default, each Grantor hereby grants to the Administrative Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuingapplicable law, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property; provided, that, (a) such license shall be subject to the rights of any licensee under any exclusive license granted prior to such Event of Default, (b) to the extent such license is a sublicense of a Grantor’s rights under any third party license, the license to the Collateral Agent shall be in accordance with any limitations in such third party license, including prohibitions on further sublicensing, and (c) such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the products and services in connection with which any such Trademarks are used sufficient to preserve the validity of such Trademarks. Each Upon the occurrence and during the continuance of an Event of Default, each Grantor further agrees to cooperate with the Administrative Collateral Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided that provided, that, any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For (a) Each Grantor hereby grants to the purpose of enabling Collateral Agent, to the Administrative extent necessary to enable the Collateral Agent to exercise rights and remedies under this Agreement and the Other Security Documents at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred only to the extent such license would not violate or result in a default under any license or other agreement, whether express or implied, between the Grantor and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement any Person other than a Wholly Owned Subsidiary. The rights of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Collateral Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of under such license by the Administrative Agent may be exercised, at the option of the Administrative Collateral Agent, only solely upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an any Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell . (b) Notwithstanding any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and other provision contained in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, any security interest granted hereunder in any Collateral consisting of Intellectual Property to secure the Obligations of any Class shall be subject to the license granted under the preceding paragraph (a), as such license may sell Inventory which bears be exercised for the benefit of the Secured Parties holding Obligations of any Trademark owned by other Class, and any sale or licensed transfer of Collateral consisting of Intellectual Property upon any exercise of remedies under this Agreement shall be made expressly subject to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinlicense.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement after the occurrence and during the continuance of an Event of Default, at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Collateral Agent for the ratable benefit of the Secured Parties an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) ), to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor (subject, in the case of Trademarks, to quality control measures sufficient to maintain the validity of and such Grantor’s rights in such Trademarks), 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, andhowever, that this license shall not violate the express terms of any agreement between a Grantor and a third party governing such Grantor’s use of such Intellectual Property in effect on the date hereof and those granted by any Grantor hereafter, as permitted under the Loan Documents, to the extent permitted by Requirement conflicting. The Applicable Collateral Agent shall have the right, but not the obligation, after the occurrence and during the continuance of Law and while an Event of Default has occurred and is continuingDefault, to bring suit in its own name to enforce the Article 9 Collateral consisting of Intellectual Property of each Grantor and, if the Applicable Collateral Agent shall commence any such suit, the right to prosecute and maintain all Intellectual Property and appropriate Grantor shall, at the right to ▇▇▇ for infringement request of the Intellectual Property. Each Grantor further agrees to cooperate with Applicable Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Administrative Applicable Collateral Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement aid of the Intellectual Propertysuch enforcement. The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided provided, however, that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors each Grantor notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remediesremedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Administrative Agent Collateral Agent, effective as of an irrevocableEvent of Default, nonexclusive a non-exclusive, royalty-free, limited license (exercisable without payment until the waiver or cure of royalty or other compensation all Events of Default and the delivery by the Borrower to the GrantorsCollateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) 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, andhowever, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by Requirement the terms of Law such licenses and while 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 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 occurred reserved for itself and (y) in the case of Intellectual Property that is continuinglicensed to any such Grantor by a third party, the extent to which such Grantor has the right to prosecute and maintain all grant a sublicense to such Intellectual Property and hereunder). For the right to ▇▇▇ for infringement avoidance of doubt, the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Administrative Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default. Each Grantor irrevocably agrees that , the Administrative Collateral Agent may sell any also exercise the rights afforded under Section 4.01 of such Grantor’s Inventory directly this Agreement with respect to any person, including Persons who have previously purchased Intellectual Property contained in the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinArticle 9 Collateral.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby Pledgor grants (such grant effective solely after the occurrence and during the continuance of an Event of Default) to (in the Administrative Collateral Agent’s sole discretion) the Collateral Agent or a designee of the Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the Intellectual Property. Each Grantor further agrees ; provided, however, that nothing in this Section 4.03 shall require Pledgors to cooperate 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, instrument or other agreement with an unaffiliated third party, to the Administrative Agent in any attempt extent not prohibited by the Loan Documents, with respect to prosecute or maintain the such Intellectual Property or ▇▇▇ for infringement Collateral; and provided, further, that such licenses to be granted hereunder shall (i) if granting a license to Trademarks, apply to the use of the Intellectual PropertyTrademarks in connection with goods and services of similar type and quality to those theretofore sold by such Pledgor under such Trademarks and (ii) be subject to those exclusive Copyright Licenses, Patent Licenses and Trademark 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. The For the avoidance of doubt, the use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, exercised only upon the occurrence and during the continuation of an Event of DefaultDefault by the Collateral Agent and subject to the ABL Intercreditor Agreement; provided provided, however, that any license, license or sublicense or other transaction entered into granted by the Administrative Collateral Agent to a third party during the continuation of an Event of Default shall remain in accordance herewith shall be binding upon the Grantors effect notwithstanding any subsequent cure of an such Event of Default. Each Grantor irrevocably agrees that Furthermore, each Pledgor hereby grants to the Administrative Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may sell be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of such Grantor’s Inventory directly all right, title and interest in each Patent, Trademark or Copyright, and to any person, including Persons who have previously purchased record the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinsame.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement Agreement, solely at such time and for so long as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants (such grant effective solely after the occurrence and during the continuance of an Event of Default) to (in the Administrative Agent’s sole discretion) a designee of the Agent or the Agent, for the benefit of the Secured Parties, an irrevocableirrevocable (but terminable, upon termination of this Agreement), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Grantor) 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the Intellectual Property. Each Grantor further agrees ; provided, however, that nothing in this Section 4.03 shall require Grantors to cooperate 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 right of an unaffiliated third party to terminate, any contract, license, instrument or other agreement with an unaffiliated third party, to the Administrative Agent in any attempt extent permitted by the Credit Agreement, with respect to prosecute or maintain the such Intellectual Property or ▇▇▇ for infringement Collateral; and provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the Intellectual Propertygoods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license. Furthermore, sublicense or other transaction entered into by each Grantor hereby grants to the Administrative Agent in accordance herewith shall be binding an absolute power of attorney to sign, upon the Grantors notwithstanding occurrence and during the continuance of any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that , any document which may be required by the Administrative Agent may sell United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of such Grantor’s Inventory directly all right, title and interest in each Patent, Trademark or Copyright, and to any person, including Persons who have previously purchased record the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinsame.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remediesremedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Administrative Agent Collateral Agent, effective as of an irrevocableEvent of Default, nonexclusive a non-exclusive, royalty-free, limited license (exercisable without payment until the waiver or cure of royalty or other compensation all Events of Default and the delivery by the Borrower to the GrantorsCollateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) 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, andhowever, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by Requirement the terms of Law such licenses and while 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 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 occurred reserved for itself and (y) in the case of Intellectual Property that is continuinglicensed to any such Grantor by a third party, the extent to which such Grantor has the right to prosecute and maintain all grant a sublicense to such Intellectual Property and hereunder). For the right to ▇▇▇ for infringement avoidance of doubt, the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Administrative Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default. Each Grantor irrevocably agrees that , the Administrative Collateral Agent may sell any also exercise the rights afforded under Section 4.01 of such Grantor’s Inventory directly this Agreement with respect to any person, including Persons who have previously purchased Intellectual Property contained in the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinArticle 9 Collateral.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants shall, upon request by the Collateral Agent at any time after and during the continuance of an Event of Default, subject to the Administrative Intercreditor Agreement, grant to (in the Collateral Agent’s sole discretion) the Collateral Agent or a designee of the Collateral Agent, for the ratable benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorsany 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 consisting of Intellectual Property Collateral, now owned or hereafter acquired by such Grantor, and 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, andhowever, that nothing in this Section 5.03 shall require such 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 or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the extent permitted by Requirement maintenance of Law quality standards with respect to the goods and while an Event services on which such Trademarks are used sufficient to preserve the validity of Default has occurred and is continuingsuch Trademarks. Subject to the Intercreditor Agreement, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent (upon the written direction of the Administrative Agent), only upon the occurrence and during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby Pledgor grants (such grant effective solely after the occurrence and during the continuance of an Event of Default) to (in the Administrative Collateral Agent’s sole discretion) the Collateral Agent or a designee of the Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Pledgor) to use, license or sublicense 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the Intellectual Property. Each Grantor further agrees ; provided, however, that nothing in this Section 4.03 shall require Pledgors to cooperate 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, instrument or other agreement with an unaffiliated third party, to the Administrative Agent in any attempt extent not prohibited by the Loan Documents, with respect to prosecute or maintain the such Intellectual Property or ▇▇▇ for infringement Collateral; and provided, further, that such licenses to be granted hereunder shall (i) if granting a license to Trademarks, apply to the use of the Intellectual PropertyTrademarks in connection with goods and services of similar type and quality to those theretofore sold by such Pledgor under such Trademarks and (ii) be subject to those exclusive Copyright Licenses, Patent Licenses and Trademark 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. The For the avoidance of doubt, the use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, exercised only upon the occurrence and during the continuation of an Event of DefaultDefault by the Collateral Agent and subject to the ABL Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and the First Lien/First Lien Intercreditor Agreement (if entered into); provided provided, that any license, license or sublicense or other transaction entered into granted by the Administrative Collateral Agent to a third party during the continuation of an Event of Default shall remain in accordance herewith shall be binding upon the Grantors effect notwithstanding any subsequent cure of an such Event of Default. Each Grantor irrevocably agrees that Furthermore, each Pledgor hereby grants to the Administrative Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may sell be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of such Grantor’s Inventory directly all right, title and interest in each Patent, Trademark or Copyright, and to any person, including Persons who have previously purchased record the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinsame.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 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 Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Collateral Agent shall be is lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent an irrevocableCollateral Agent, nonexclusive for the benefit of the Secured Parties, a non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) ), subject to usethe terms of any applicable Licenses, license or and subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use and sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired owned by or licensed to 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 thereofthereof provided, andhowever, that 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 affected Intellectual Property, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, and 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 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 above and beyond, in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent permitted by Requirement of Law and while an Event of Default to which such Grantor has occurred and is continuing, the right to prosecute and maintain all grant a sublicense to such Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Propertyhereunder). The use of such license by the Administrative Collateral Agent may only be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon immediately terminate at such time as the Grantors notwithstanding Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 shall require a Grantor to grant any subsequent cure 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 an Event of Defaultan, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantory contract, license, agreement. Each Grantor irrevocably agrees that In the Administrative Agent may sell any of such Grantor’s Inventory directly event the license set forth in this Section 4.01 is exercised with regard to any personTrademarks, including Persons who have previously purchased then the following 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 Inventory from 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 Grantor licensed Trademarks, including, without limitation, the actions and conduct described in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinSection 4.02 below.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement Article at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent an irrevocable, nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense sub-license any of the Article 9 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, 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; 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, (ii) violate the terms of any 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 Borrower 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, and(iii) result in the termination of or give rise to any right of acceleration, modification or cancellation under any agreement evidencing, giving rise to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the a right to prosecute and maintain all Intellectual Property and the right use or theretofore granted with respect to ▇▇▇ for infringement of the such Intellectual Property. Each Grantor further agrees , or (iv) be prohibited by any rule of law, statute or regulation; provided, further, that any license or sublicense granted hereunder with respect to cooperate Trademarks shall be subject to maintenance of quality standards with respect to goods and services on which such Trademarks are used sufficient to preserve the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement validity of the Intellectual Propertysuch Trademarks. The use of such license by the Administrative Agent may shall be exercised, at the option of the Administrative Agent, only solely upon the occurrence and during the continuation of an Event of Default; , provided that any license, sublicense sub-license or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remediesremedies at any time after and during the continuance of an Event of Default, subject to the terms of the licenses, each Grantor hereby grants to the Administrative Agent an irrevocableCollateral Agent, nonexclusive for the benefit of the Secured Parties, a non- exclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty the Event of Default) for cash, upon credit or other compensation for future delivery as the Collateral Agent shall deem appropriate to use (and to the Grantors) to useextent permitted by the licenses, license or sublicense sublicense) any of the Intellectual Property included in 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, andhowever, that all of the foregoing rights of the Collateral Agent shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and in connection with the Collateral Agent’s exercise of remedies pursuant to Section 4.01 and upon 10 Business Days’ prior written notice to the 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 evidencing, giving rise to or theretofore granted, to the extent permitted by Requirement the Indenture, with respect 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 shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of Law the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and while an Event prohibiting the use of Default false notices, quality control and inurement and goodwill 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 and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Notes 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 occurred reserved for itself and (y) in the case of Intellectual Property that is continuinglicensed to any such Grantor by a third party, the extent to which such Grantor has the right to prosecute and maintain all grant a sublicense to such Intellectual Property and hereunder). For the right to ▇▇▇ for infringement avoidance of doubt, the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Collateral Agent may be exercised, subject to the Intercreditor Agreements, at the option of the Administrative Controlling Party (or if after the Sell-Down Date, the Collateral Agent), only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure continuance of an Event of Default. Each Grantor irrevocably agrees that Upon the Administrative occurrence and during the continuance of an Event of Default, the Collateral Agent may sell any also exercise the rights afforded under Section 4.01 of such Grantor’s Inventory directly this Agreement with respect to any person, including Persons who have previously purchased Intellectual Property contained in the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinArticle 9 Collateral.

Grant of License to Use Intellectual Property. (a) For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants (such grant effective solely after the occurrence and during the continuance of an Event of Default) to the Administrative Agent, for the benefit of the Administrative Agent an irrevocableand the other Secured Parties, a (until the occurrence of events in Section 30(d)) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property reasonably related to the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated in Canada; provided, and including in that such license reasonable access shall be limited to all media in which the purposes and scope of any of the licensed items may license granted hereunder and only be recorded or stored and to all computer software and programs used for the compilation or printout thereof, and, to the extent permitted necessary for the Administrative Agent to exercise the remedies expressly set forth in Section 18(c); provided, further that any such license granted by Requirement the Administrative Agent to a third party shall be limited to include reasonable and customary terms necessary to preserve the existence and validity of Law the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and while an Event prohibiting the use of Default false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, nothing in the foregoing license grant shall be construed as granting the Administrative Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has occurred reserved for itself and (y) in the case Intellectual Property that is continuinglicensed to any such Grantor by a third party, the extent to which such Grantor has the right to prosecute and maintain all Intellectual Property and the right grant a sublicense to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. such IP Collateral hereunder) (b) The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of DefaultDefault and only to the extent to exercise the remedies expressly set forth in Section 18(c); provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding immediately terminate at such time as the Administrative Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 18 shall require 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 evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. (c) Each Grantor irrevocably agrees that, upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of Default. Each Grantor irrevocably agrees that , and consistent with the terms and conditions set forth herein, the Administrative Agent may sell any of such Grantor’s Inventory directly to any personPerson, including Persons who that have previously purchased the Grantor’s Inventory from such Grantor Grantor, and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which that bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinGrantor.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remediesremedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Administrative Collateral Agent an irrevocablea non-exclusive, nonexclusive royalty-free, limited license (exercisable without payment until the waiver or cure of royalty or other compensation all Events of Default and the delivery by the Borrower to the GrantorsCollateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate 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, andhowever, 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 and upon no less than 10 days’ prior written notice to the 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 evidencing, giving rise to or theretofore granted, to the extent permitted by Requirement the Credit Agreement, with respect 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 shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of Law the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and while an Event prohibiting the use of Default 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 and 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 occurred reserved for itself and (y) in the case of Intellectual Property that is continuinglicensed to any such Grantor by a third party, the extent to which such Grantor has the right to prosecute and maintain all grant a sublicense to such Intellectual Property and hereunder). For the right to ▇▇▇ for infringement avoidance of doubt, the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Administrative Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default. Each Grantor irrevocably agrees that , the Administrative Collateral Agent may sell any also exercise the rights afforded under Section 4.01 of such Grantor’s Inventory directly this Agreement with respect to any person, including Persons who have previously purchased Intellectual Property contained in the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinArticle 9 Collateral.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Administrative Agent Noteholder Representative to exercise rights and remedies under this Agreement at such time as the Administrative Agent Noteholder Representative shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent Noteholder Representative an irrevocable, nonexclusive nonexclusive, non-transferrable, limited license (exercisable without payment of royalty or other compensation to the Grantors) Grantors and effective solely upon the occurrence and solely during the continuation of an Event of Default), subject, in the case of Trademarks, to reasonable quality control obligations and, in the case of trade secrets, to 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, andprovided that such nonexclusive license and/or sublicense does not violate the express terms of any agreement between a Grantor and a third party, to the extent permitted by Requirement or gives such third party any right of Law and while an Event of Default has occurred and is continuingacceleration, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute modification or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Propertycancellation therein. The use of such license by the Administrative Agent Noteholder Representative may be exercised, at the option of the Administrative AgentNoteholder Representative, only solely upon the occurrence and solely during the continuation of an Event of Default; , provided that any license, sublicense or other transaction entered into by the Administrative Agent Noteholder Representative in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent Noteholder Representative may (acting at the direction of the Required Noteholders), upon the occurrence and during the continuance of an Event of Default, sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative AgentNoteholder Representative’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent Noteholder Representative may (acting at the direction of the Required Noteholders) finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuingapplicable law, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property; provided that (i) such license shall be subject to the rights of any licensee under any exclusive license granted prior to such Event of Default, (ii) such license shall be irrevocable until the termination of this Agreement, (iii) to the extent such license is a sublicense of a Grantor’s rights as licensee under any third party license, the license to the Administrative Agent shall be in accordance with any limitations in such third party license, including prohibitions on further sublicensing, and (iv) such licenses to be granted hereunder with respect to material Trademarks shall be subject to the maintenance of quality standards with respect to the products and services in connection with which any such Trademarks are used sufficient to preserve the validity of such Trademarks. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any personPerson, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to and effective solely upon the Grantorsoccurrence and solely during the continuation of an Event of Default) 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, andprovided, however, that any such license and any such license granted by the Administrative Agent to a third party shall include reasonable and customary quality control and inurement provisions with regard to Trademarks (it being understood and agreed that, without limiting any other rights and remedies of the Administrative Agent under this Agreement, any other Loan Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the 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 permitted by Requirement of Law and while an Event of Default to which such Grantor has occurred and is continuing, the right to prosecute and maintain all grant a sublicense to such Intellectual Property hereunder); and provided, further, that such nonexclusive license and/or sublicense does not violate the express terms of any agreement between a Grantor and a third party, or gives such third party any right to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute acceleration, modification or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Propertycancellation therein. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only solely upon the occurrence and solely during the continuation of an Event of Default; , provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Administrative Second Lien Agent to exercise rights and remedies under this Agreement at such time as the Administrative Second Lien Agent shall be lawfully entitled to exercise such rights and remediesremedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Administrative Second Lien Agent an irrevocablea non-exclusive, nonexclusive royalty-free, limited license (exercisable without payment until the waiver or cure of royalty or other compensation all Events of Default and the delivery by the Issuers to the GrantorsSecond Lien Agent of an Officer’s Certificate of a Responsible Officer of the Issuers to that effect) for cash, upon credit or for future delivery as the Second Lien Agent shall deem appropriate 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, andhowever, that all of the foregoing rights of the Second Lien 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 Issuers to the Second Lien Agent of an Officer’s Certificate of a Responsible Officer of the Issuers to that effect and shall be exercised by the Second Lien Agent solely during the continuance of an Event of Default and upon no less than 10 days’ prior written notice to the 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 evidencing, giving rise to or theretofore granted, to the extent permitted by Requirement the Indenture, with respect 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 Second Lien Agent to a third party shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of Law the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and while an Event prohibiting the use of Default 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 and agreed that, without limiting any other rights and remedies of the Second Lien Agent under this Agreement, any other Security Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Second Lien Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has occurred reserved for itself and (y) in the case of Intellectual Property that is continuinglicensed to any such Grantor by a third party, the extent to which such Grantor has the right to prosecute and maintain all grant a sublicense to such Intellectual Property and hereunder). For the right to ▇▇▇ for infringement avoidance of doubt, the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Second Lien Agent may be exercised, at the option of the Administrative Second Lien Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Administrative Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default. Each Grantor irrevocably agrees that , the Administrative Second Lien Agent may sell any also exercise the rights afforded under Section 4.01 of such Grantor’s Inventory directly this Agreement with respect to any person, including Persons who have previously purchased Intellectual Property contained in the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinArticle 9 Collateral.

Grant of License to Use Intellectual Property. For Each Grantor shall grant to the purpose Collateral Agent an irrevocable absolute power of enabling attorney to sign, upon the Administrative occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in any registered Intellectual Property and each application for such registration, and record the same. If an Event of Default shall occur and be continuing, the Collateral Agent may, by written notice to exercise rights the relevant Grantor, take any or all of the following actions: (i) declare the entire right, title and remedies under this Agreement at interest of such time as Grantor in and to the Administrative Intellectual Property, vested in the Collateral Agent for the ratable benefit of the Secured Parties, in which event such rights, title and interest shall immediately vest, in the Collateral Agent for the ratable benefit of the Secured Parties, and the Collateral Agent shall be lawfully entitled to exercise the power of attorney referred to in this Section 5.03 hereof to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency or registrar; (ii) take and use or sell the Intellectual Property; (iii) take and use or sell the goodwill of such rights Grantor’s business symbolized by the Trademarks and remediesthe right to carry on the business and use the assets of such Grantor in connection with which the Trademarks or Domain Names have been used; (iv) direct such Grantor to refrain, each in which event such Grantor hereby grants shall refrain, from using the Intellectual Property in any manner whatsoever, directly or indirectly, and such Grantor shall execute such further documents that the Collateral Agent may reasonably request to further confirm this and to transfer ownership of the Intellectual Property and registrations and any pending applications in the United States Copyright Office, United States Patent and Trademark Office, equivalent office in a state of the United States or applicable Domain Name registrar to the Administrative Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) 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 provide 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; and (v) with respect to any Grantor’s rights under any Copyright License, andPatent License or Trademark License, and each Grantor’s rights under Patent License, Copyright License or Trademark License shall inure to the benefit of the Collateral Agent, solely to the extent permitted by Requirement such license as it pertains to the Collateral, in each case solely during the occurrence and continuation of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual PropertyDefault. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence Upon and during the continuation of an Event of Default; provided that any licenseDefault along with the intention to take enforcement action pursuant to the Indenture, sublicense each Grantor shall, at the reasonable request of the Collateral Agent, use its commercially reasonable efforts to obtain all requisite consents or other transaction entered into approvals by the Administrative Agent in accordance herewith shall be binding upon licensor of each Copyright License, Patent License or Trademark License to effect the Grantors notwithstanding any subsequent cure assignment of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of all such Grantor’s Inventory directly right, title and interest thereunder to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale Collateral Agent or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinits designee.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Administrative Interim Security Agent to exercise rights and remedies under this Agreement at such time as Agreement, the Administrative Agent shall be lawfully entitled to exercise such rights and remediesGrantor, each Grantor hereby solely during the continuance of an Enforcement Event, grants to the Administrative Interim Security Agent an irrevocableirrevocable (during the continuance of such Enforcement Event), nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorsGrantor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property and Licenses (to the extent that they can be sublicensed or assigned to the Interim Security 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, and, thereof (in each case subject to the Grantor’s reasonable security policies and obligations of confidentiality as previously disclosed to the Interim Security Agent) to the extent permitted by Requirement that such non-exclusive license (a) does not violate the express terms of Law any agreement or License between a Grantor and while an Event a third party governing the applicable Grantor’s use of Default has occurred and is continuing, the right to prosecute and maintain all such Collateral consisting of Intellectual Property and Licenses, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that (i) such licenses to be granted hereunder with respect to Trademarks shall be subject to the right maintenance of reasonable quality standards with respect to ▇▇▇ for infringement the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks, (ii) such licenses granted with regard to trade secrets shall be subject to the Intellectual Property. Each Grantor further agrees to cooperate with requirement that the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement trade secret status of the Intellectual Propertysuch trade secrets be maintained and (iii) reasonable patent, trademark, copyright and proprietary notices are used. The use of such license by the Administrative Interim Security Agent may only be exercised, at the option of the Administrative Interim Security Agent, only upon the occurrence and during the continuation of an a Major Event of Default; provided further that any license, sublicense or other transaction entered into by the Administrative Interim Security Agent in accordance herewith shall be binding upon the Grantors Grantor notwithstanding any subsequent cure of an a Major Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For Subject to the purpose Intercreditor Agreements, each Grantor shall grant to the Notes Collateral Agent an irrevocable absolute power of enabling attorney to sign, upon the Administrative occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in any registered Intellectual Property and each application for such registration, and record the same. If an Event of Default shall occur and be continuing, the Notes Collateral Agent may, by written notice to exercise rights the relevant Grantor, take any or all of the following actions: (i) declare the entire right, title and remedies under this Agreement at interest of such time as Grantor in and to the Administrative Intellectual Property, vested in the Notes Collateral Agent for the ratable benefit of the Secured Parties, in which event such rights, title and interest shall immediately vest, in the Notes Collateral Agent for the ratable benefit of the Secured Parties, and the Notes Collateral Agent shall be lawfully entitled to exercise the power of attorney referred to in this Section 5.03 hereof to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency or registrar; (ii) take and use or sell the Intellectual Property; (iii) take and use or sell the goodwill of such rights Grantor’s business symbolized by the Trademarks and remediesthe right to carry on the business and use the assets of such Grantor in connection with which the Trademarks or Domain Names have been used; (iv) direct such Grantor to refrain, each in which event such Grantor hereby grants shall refrain, from using the Intellectual Property in any manner whatsoever, directly or indirectly, and such Grantor shall execute such further documents that the Notes Collateral Agent may reasonably request to further confirm this and to transfer ownership of the Intellectual Property and registrations and any pending applications in the United States Copyright Office, United States Patent and Trademark Office, equivalent office in a state of the United States or applicable Domain Name registrar to the Administrative Notes Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) 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 provide 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; and (v) with respect to any Grantor’s rights under any Copyright License, andPatent License or Trademark License, and each Grantor’s rights under Patent License, Copyright License or Trademark License shall inure to the benefit of the Notes Collateral Agent, solely to the extent permitted by Requirement such license as it pertains to the Collateral, in each case solely during the occurrence and continuation of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual PropertyDefault. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence Upon and during the continuation of an Event of Default; provided that any licenseDefault along with the intention to take enforcement action pursuant to the Indenture, sublicense each Grantor shall, at the reasonable request of the Notes Collateral Agent, use its commercially reasonable efforts to obtain all requisite consents or other transaction entered into approvals by the Administrative Agent in accordance herewith shall be binding upon licensor of each Copyright License, Patent License or Trademark License to effect the Grantors notwithstanding any subsequent cure assignment of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of all such Grantor’s Inventory directly right, title and interest thereunder to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale Notes Collateral Agent or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinits designee.

Grant of License to Use Intellectual Property. For Without limiting the provisions of Section 3.01 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 Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Collateral Agent shall be is lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent an irrevocableCollateral Agent, nonexclusive for the benefit of the Secured Parties, a non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) ), subject to usethe terms of any applicable Licenses, license or and subject, in the case of Trademarks, to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks, to use and sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned or hereafter acquired owned by or licensed to 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 thereofthereof provided, andhowever, that 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 affected Intellectual Property, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, and 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 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 above and beyond, in the case of Intellectual Property that is licensed to any such Grantor by a third party, the extent permitted by Requirement of Law and while an Event of Default to which such Grantor has occurred and is continuing, the right to prosecute and maintain all grant a sublicense to such Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Propertyhereunder). The use of such license by the Administrative Collateral Agent may only be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon immediately terminate at such time as the Grantors notwithstanding Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 shall require a Grantor to grant any subsequent cure 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 an Event of Defaultany contract, license, agreement, instrument or other document evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. Each Grantor irrevocably agrees that In the Administrative Agent may sell any of such Grantor’s Inventory directly event the license set forth in this Section 4.01 is exercised with regard to any personTrademarks, including Persons who have previously purchased then the following 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 Inventory from 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 Grantor licensed Trademarks, including, without limitation, the actions and conduct described in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinSection 4.02 below.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent Each Grantor shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants grant to the Administrative Collateral Agent an irrevocableirrevocable absolute power of attorney to sign, nonexclusive license (exercisable without payment upon the occurrence and during the continuance of royalty an Event of Default, any document which may be required by the Canadian Intellectual Property Office or other compensation similar registrar in order to effect an absolute assignment of all right, title and interest in any registered Intellectual Property to the Grantors) extent constituting Collateral and each application for such registration, and record the same. With respect to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned Property, if an Event of Default shall occur and be continuing, the Collateral Agent may, by written notice to the relevant Grantor, take any or hereafter acquired by all of the following actions: (i) declare the entire right, title and interest of such Grantor in and to such Intellectual Property, vested in the Collateral Agent for the ratable benefit of the Secured Creditors, in which event such rights, title and interest shall immediately vest, in the Collateral Agent for the ratable benefit of the Secured Creditors, and the Collateral Agent shall be entitled to exercise the power of attorney referred to in this Section 5.09 hereof to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency or registrar; (ii) take and use or sell such Intellectual Property; (iii) take and use or sell the goodwill of such Grantor’s business symbolized by Trademarks constituting Collateral and the right to carry on the business and use the assets of such Grantor in connection with which such Trademarks or Domain Names constituting Collateral have been used; (iv) direct such Grantor to refrain, in which event such Grantor shall refrain, from using such Intellectual Property in any manner whatsoever, directly or indirectly, and wherever such Grantor shall execute such further documents that the same Collateral Agent may be located, reasonably request to further confirm this and including to transfer ownership of the Intellectual Property and registrations and any pending applications in such license the Canadian Intellectual Property Office or a foreign jurisdiction or applicable Domain Name registrar to the Collateral Agent and provide 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; and (v) each Grantor’s rights under any Patent License, andCopyright License or Trademark License constituting Collateral shall enure to the benefit of the Collateral Agent, solely to the extent permitted by Requirement such license as it pertains to the Collateral, in each case solely during the occurrence and continuation of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual PropertyDefault. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence Upon and during the continuation of an Event of Default; provided that any licenseDefault along with the intention to take enforcement action pursuant to the Credit Agreement, sublicense each Grantor shall, at the reasonable request of the Collateral Agent, use its commercially reasonable efforts to obtain all requisite consents or other transaction entered into approvals by the Administrative Agent in accordance herewith shall be binding upon licensor of each Copyright License, Patent License or Trademark License to effect the Grantors notwithstanding any subsequent cure assignment of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of all such Grantor’s Inventory directly right, title and interest thereunder to any personthe Collateral Agent or its designee. This power of attorney is coupled with an interest, including Persons who have previously purchased is given for valuable consideration (the Grantor’s Inventory from such Grantor receipt and in connection with any such sale adequacy of which is acknowledged) and survives, and does not terminate upon, the bankruptcy, dissolution, winding up or other enforcement insolvency of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinrelevant Grantor.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement Section 5 (including, without limiting the terms of Sections 5.1 and 5.2 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral) at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor Assignor hereby grants to the Administrative Agent Collateral Agent, for the benefit of the Secured Creditors, an irrevocable, nonexclusive license (exercisable by the Agent solely if an Event of Default shall have occurred and be continuing, and exercisable without payment of royalty or other compensation to the GrantorsAssignor) to use, ; license or sublicense any of the Article 9 Collateral consisting of Intellectual Property trademarks, service marks and trade dress, now owned held or hereafter acquired by such GrantorAssignor (including pursuant to any license thereof under which the Assignor or any of its Domestic Subsidiaries is a licensee), 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, and, . (c) Section 7.1 of the Security Agreement is amended to delete subsections (a) and (b) and to replace them with the following: (a) if to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercisedAssignor, at the option address specified for the Borrower in the Credit Agreement; (b) if to the Collateral Agent, at the address specified for the Agent in the Credit Agreement; (d) Except as amended hereby, the Security Agreement and the Liens created thereby remain in full force and effect. THE VALIDITY, INTERPRETATION AND ENFORCEMENT OF THIS AGREEMENT SHALL BE GOVERNED BY THE INTERNAL LAWS OF THE STATE OF NEW YORK. THIS AGREEMENT MAY BE EXECUTED IN ANY NUMBER OF COUNTERPARTS AND BY THE DIFFERENT PARTIES HERETO IN SEPARATE COUNTERPARTS, EACH OF WHICH WHEN SO EXECUTED AND DELIVERED SHALL BE AN ORIGINAL, BUT ALL OF WHICH SHALL TOGETHER CONSTITUTE ONE AND THE SAME INSTRUMENT. IN WITNESS WHEREOF, the undersigned has caused this Borrower Reaffirmation and Amendment to Security Agreement to be duly executed by its authorized officer as of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereindate first above written.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies at any time after and during the continuance of any Event of -30- 155657.01206/121709896v.5 Default, each Grantor hereby grants to the Administrative Agent an irrevocablea nonexclusive, nonexclusive royalty-free, limited license (exercisable without payment of royalty or other compensation to the Grantors) 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, andhowever, that all of the foregoing rights of the Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by Requirement the terms of Law such licenses and while an sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Agent solely during the continuance of any Event of Default and upon written notice to the applicable Grantor of any Event of Default, and nothing in this Section 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 evidencing, giving rise to or theretofore granted; provided, further, that any such license and any such license granted by the Agent to a third party shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including provisions requiring (as applicable) the continuing confidential handling of trade secrets, 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 and agreed that, without limiting any other rights and remedies of the Agent under this Agreement, any other Loan Document or applicable law, nothing in the foregoing license grant shall be construed as granting the Agent rights in and to such Intellectual Property above and beyond the extent to which such Grantor has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right grant a sublicense to ▇▇▇ for infringement of the such Intellectual Property). Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon Upon the occurrence and during the continuation continuance of an any Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly also exercise the rights afforded under Section 5.01 with respect to any person, including Persons who have previously purchased Intellectual Property contained in the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinArticle 9 Collateral.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent Each Grantor shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants grant to the Administrative Collateral Agent an irrevocableirrevocable absolute power of attorney to sign, nonexclusive license (exercisable without payment upon the occurrence and during the continuance of royalty an Event of Default, any document which may be required by the United States Patent and Trademark Office or other compensation similar registrar in order to effect an absolute assignment of all right, title and interest in any registered Intellectual Property to the Grantors) extent constituting Article 9 Collateral and each application for such registration, and record the same. With respect to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property now owned Property, if an Event of Default shall occur and be continuing, the Collateral Agent may, by written notice to the relevant Grantor, take any or hereafter acquired by all of the following actions: (i) declare the entire right, title and interest of such Grantor in and to such Intellectual Property, vested in the Collateral Agent for the ratable benefit of the Secured Creditors, in which event such rights, title and interest shall immediately vest, in the Collateral Agent for the ratable benefit of the Secured Creditors, and the Collateral Agent shall be entitled to exercise the power of attorney referred to in this Section 5.03 hereof to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency or registrar; (ii) take and use or sell such Intellectual Property; (iii) take and use or sell the goodwill of such Grantor’s business symbolized by Trademarks constituting Article 9 Collateral and the right to carry on the business and use the assets of such Grantor in connection with which such Trademarks or Domain Names constituting Article 9 Collateral have been used; (iv) direct such Grantor to refrain, in which event such Grantor shall refrain, from using such Intellectual Property in any manner whatsoever, directly or indirectly, and wherever such Grantor shall execute such further documents that the same Collateral Agent may be locatedreasonably request to further confirm this and to transfer ownership of such Intellectual Property and registrations and any pending applications in the United States Copyright Office, United States Patent and including Trademark Office or equivalent office in such license a state of the United States or a foreign jurisdiction or applicable Domain Name registrar to the Collateral Agent and provide 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; and (v) each Grantor’s rights under any Patent License, andCopyright License or Trademark License constituting Article 9 Collateral shall inure to the benefit of the Collateral Agent, to the extent permitted by Requirement such license as it pertains to the Collateral, in each case during the occurrence and continuation of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual PropertyDefault. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence Upon and during the continuation of an Event of Default; provided that any licenseDefault along with the intention to take enforcement action pursuant to the Credit Agreement, sublicense each Grantor shall, at the reasonable request of the Collateral Agent, use its commercially reasonable efforts to obtain all requisite consents or other transaction entered into approvals by the Administrative Agent in accordance herewith shall be binding upon licensor of each Copyright License, Patent License or Trademark License to effect the Grantors notwithstanding any subsequent cure assignment of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of all such Grantor’s Inventory directly right, title and interest thereunder to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale Collateral Agent or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinits designee.

Grant of License to Use Intellectual Property. For (a) Each Grantor hereby grants to the purpose of enabling Collateral Agent, to the Administrative extent necessary to enable the Collateral Agent to exercise rights and remedies under this Agreement the Noteholder Documents at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred only to the extent such license would not violate or result in a default under any license or other agreement, whether express or implied, between the Grantor and is continuing, any Person other than a Wholly Owned Subsidiary as defined in the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement Indenture. The rights of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Collateral Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of under such license by the Administrative Agent may be exercised, at the option of the Administrative Collateral Agent, only solely upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an any Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell . (b) Notwithstanding any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and other provision contained in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, any security interest granted hereunder in any Collateral consisting of Intellectual Property to secure the Obligations shall be subject to the license granted under the preceding paragraph (a), as such license may sell Inventory which bears be exercised for the benefit of the Secured Parties, and any Trademark owned by sale or licensed transfer of Collateral consisting of Intellectual Property upon any exercise of remedies under this Agreement shall be made expressly subject to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinlicense.

Grant of License to Use Intellectual Property. (a) For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants (such grant effective solely after the occurrence and during the continuance of an Event of Default) to the Administrative Agent, for the benefit of the Administrative Agent an irrevocableand the other Secured Parties, a (until the occurrence of events in Section 30(d)) nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property reasonably related to the Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated in the United States; provided, and including in that such license reasonable access shall be limited to all media in which the purposes and scope of any of the licensed items may license granted hereunder and only be recorded or stored and to all computer software and programs used for the compilation or printout thereof, and, to the extent permitted necessary for the Administrative Agent to exercise the remedies expressly set forth in Section 18(c); provided, further that any such license granted by Requirement the Administrative Agent to a third party shall be limited to include reasonable and customary terms necessary to preserve the existence and validity of Law the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and while an Event prohibiting the use of Default false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, nothing in the foregoing license grant shall be construed as granting the Administrative Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor has occurred reserved for itself and (y) in the case Intellectual Property that is continuinglicensed to any such Grantor by a third party, the extent to which such Grantor has the right to prosecute and maintain all Intellectual Property and the right grant a sublicense to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. such IP Collateral hereunder). (b) The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of DefaultDefault and only to the extent to exercise the remedies expressly set forth in Section 18(c); provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding immediately terminate at such time as the Administrative Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 18 shall require 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 evidencing, giving rise to or theretofore granted, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor. (c) Each Grantor irrevocably agrees that, upon the Grantors notwithstanding any subsequent cure occurrence and during the continuance of an Event of Default. Each Grantor irrevocably agrees that , and consistent with the terms and conditions set forth herein, the Administrative Agent may sell any of such Grantor’s Inventory directly to any personPerson, including Persons who that have previously purchased the Grantor’s Inventory from such Grantor Grantor, and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which that bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinGrantor.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remediesAgreement, each Grantor hereby Grantor, solely during the continuance of an Event of Default and subject to the terms of the Revolving/Note Intercreditor Agreement, grants to the Administrative Collateral Agent an irrevocableirrevocable (during the continuance of the Event of Default), nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 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, and, thereof (in each case subject to any Grantor’s reasonable security policies and obligations of confidentiality as previously disclosed to the Collateral Agent) to the extent permitted by Requirement that such non-exclusive license (a) does not violate the express terms of Law any agreement or License between a Grantor and while an Event a third party governing the applicable Grantor’s use of Default has occurred and is continuing, the right to prosecute and maintain all such Collateral consisting of Intellectual Property and Licenses, or gives such third party any right of acceleration, modification or cancellation therein and (b) is not prohibited by any Requirements of Law; provided that (i) such licenses to be granted hereunder with respect to Trademarks shall be subject to the right maintenance of reasonable quality standards with respect to ▇▇▇ for infringement the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks, (ii) such licenses granted with regard to trade secrets shall be subject to the Intellectual Property. Each Grantor further agrees to cooperate with requirement that the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement trade secret status of the Intellectual Propertysuch trade secrets be maintained and (iii) reasonable patent, trademark, copyright and proprietary notices are used. The use of such license by the Administrative Collateral Agent may only be exercised, at the option of the Administrative AgentCollateral Agent (acting at the direction of the Required Purchasers), only upon the occurrence and during the continuation of an Event of DefaultDefault and subject to the terms of the Revolving/Note Intercreditor Agreement; provided further that any license, sublicense or other transaction entered into by the Administrative Collateral Agent (acting at the direction of the Required Purchasers) in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall shall, to the extent permitted by, and subject to the terms of, the Intercreditor Agreement, be lawfully entitled to exercise such rights and remedies, effective upon the occurrence and continuance of an Event of Default each Grantor hereby grants (but subject always to the then existing licensing arrangements or other rights of third parties) to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided . If (i) an Event of Default 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 Administrative Agent shall promptly execute and deliver to such Grantor such assignments as may 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 any license, sublicense or other transaction entered into may have been made by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of Agent; provided, after giving effect to such Grantor’s Inventory directly to any personreassignment, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s security interest granted pursuant hereto, as well as all other rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and remedies of the Administrative Agent may finish any work granted hereunder, shall continue to be in process full force and affix any Trademark owned by or licensed effect; provided further, the rights, 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 such Grantor the Administrative Agent and sell such Inventory as provided hereinLiens permitted pursuant to 6.02 of the Credit Agreement.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor, to the extent it is able to do so without breaching the terms of any contract to which such Grantor is a party and without breaching applicable law, hereby grants to the Administrative Agent Agent, to the extent of such Grantor’s rights and effective only during the continuance of an irrevocableEvent of Default, an irrevocable nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) , but subject, in the case of Trademarks, to usesufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of invalidation of such Trademarks), to 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 compilation, printout, display, transfer, disclosure, processing or printout thereofsharing thereof and the usernames, and, passwords and related information required to access the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuingforegoing, the right to prosecute and maintain all such Intellectual Property and the right to ▇▇▇ sue for infringement of the such Intellectual Property. Each Upon the occurrence and during the continuance of an Event of Default, each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the such Intellectual Property or ▇▇▇ sue for infringement of the such Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure or waivers of an Event of Default. Each Grantor irrevocably agrees that that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may sell any of such Grantor’s Inventory directly to any personPerson, including Persons who that have previously purchased the Grantor’s Inventory from such Grantor Grantor, and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which that bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor Grantor, and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinherein (in each case, to the extent such Grantor has the rights to grant such rights).

Grant of License to Use Intellectual Property. For Each Grantor shall grant to the purpose Collateral Agent an irrevocable absolute power of enabling attorney to sign, upon the Administrative occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in any registered Intellectual Property and each application for such registration, and record the same. If an Event of Default shall occur and be continuing, the Collateral Agent may, by written notice to exercise rights the relevant Grantor, take any or all of the following actions: (i) declare the entire right, title and remedies under this Agreement at interest of such time as Grantor in and to the Administrative Intellectual Property, vested in the Collateral Agent for the ratable benefit of the Secured Creditors, in which event such rights, title and interest shall immediately vest, in the Collateral Agent for the ratable benefit of the Secured Creditors, and the Collateral Agent shall be lawfully entitled to exercise the power of attorney referred to in this Section 5.03 hereof to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency or registrar; (ii) take and use or sell the Intellectual Property; (iii) take and use or sell the goodwill of such rights Grantor’s business symbolized by the Trademarks and remediesthe right to carry on the business and use the assets of such Grantor in connection with which the Trademarks or Domain Names have been used; (iv) direct such Grantor to refrain, each in which event such Grantor hereby grants shall refrain, from using the Intellectual Property in any manner whatsoever, directly or indirectly, and such Grantor shall execute such further documents that the Collateral Agent may reasonably request to further confirm this and to transfer ownership of the Intellectual Property and registrations and any pending applications in the United States Copyright Office, United States Patent and Trademark Office, equivalent office in a state of the United States or applicable Domain Name registrar to the Administrative Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) 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 provide 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; and (v) with respect to any Grantor’s rights under any Copyright License, andPatent License or Trademark License, and each Grantor’s rights under Patent License, Copyright License or Trademark License shall inure to the benefit of the Collateral Agent, solely to the extent permitted by Requirement such license as it pertains to the Collateral, in each case solely during the occurrence and continuation of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual PropertyDefault. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence Upon and during the continuation of an Event of Default; provided that any licenseDefault along with the intention to take enforcement action pursuant to the Credit Agreement, sublicense each Grantor shall, at the reasonable request of the Collateral Agent, use its commercially reasonable efforts to obtain all requisite consents or other transaction entered into approvals by the Administrative Agent in accordance herewith shall be binding upon licensor of each Copyright License, Patent License or Trademark License to effect the Grantors notwithstanding any subsequent cure assignment of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of all such Grantor’s Inventory directly right, title and interest thereunder to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale Collateral Agent or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinits designee.

Grant of License to Use Intellectual Property. For Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, upon the occurrence and during the continuation of an Event of Default, each Grantor hereby grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuingapplicable law, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property; provided that (i) such license shall be subject to the rights of any licensee under any exclusive license granted prior to such Event of Default, (ii) to the extent such license is a sublicense of a Grantor’s rights under any third party license, the license to the Administrative Agent shall be in accordance with any limitations in such third party license, including prohibitions on further sublicensing and (iii) such licenses to be granted hereunder with respect to material Trademarks shall be subject to the maintenance of quality standards with respect to the products and services in connection with which any such Trademarks are used sufficient to preserve the validity of such Trademarks. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement Agreement, solely at such time and for so long as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants (such grant effective solely after the occurrence and during the continuance of an Event of Default) to (in the Administrative Agent’s sole discretion) a designee of the Agent or the Agent, for the benefit of the Secured Parties, an irrevocableirrevocable (but terminable, nonexclusive upon termination of this Agreement), non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorsany Grantor) 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇s▇▇ for past infringement of the Intellectual Property. Each Grantor further agrees ; provided, however, that nothing in this Section 4.03 shall require Grantors to cooperate 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 right of an unaffiliated third party to terminate, any contract, license, instrument or other agreement with an unaffiliated third party, to the Administrative Agent in any attempt extent permitted by the Credit Agreement, with respect to prosecute or maintain the such Intellectual Property or ▇▇▇ for infringement Collateral; and provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the Intellectual Propertygoods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The For the avoidance of doubt, the use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license. Furthermore, sublicense or other transaction entered into by each Grantor hereby grants to the Administrative Agent in accordance herewith shall be binding an absolute power of attorney to sign, upon the Grantors notwithstanding occurrence and during the continuance of any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that , any document which may be required by the Administrative Agent may sell United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect an absolute assignment of such Grantor’s Inventory directly all right, title and interest in each Patent, Trademark or Copyright, and to any person, including Persons who have previously purchased record the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinsame.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants shall, upon request by the Collateral Agent at any time after and during the continuance of an Event of Default, subject to the Administrative Intercreditor Agreement, grant to (in the Collateral Agent’s sole discretion) the Collateral Agent or a designee of the Collateral Agent, for the ratable benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorsany 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 consisting of Intellectual Property Collateral, now owned or hereafter acquired by such Grantor, and 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, andhowever, that nothing in this Section 5.03 shall require such 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 or gives rise to any right of acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to a right to use or theretofore granted with respect to such property; provided, further, that such licenses to be granted hereunder with respect to Trademarks shall be subject to the extent permitted by Requirement maintenance of Law quality standards with respect to the goods and while an Event services on which such Trademarks are used sufficient to preserve the validity of Default has occurred and is continuingsuch Trademarks. Subject to the Intercreditor Agreement, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any permitted license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Collateral Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Collateral Agent may only be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of DefaultDefault after written notice is given to AbitibiBowater of the Collateral Agent’s election to exercise such license; provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each In operating under the license granted by each Grantor irrevocably pursuant to this Section 5.03, the Collateral Agent agrees that the Administrative Agent may sell goods sold and services rendered under any Trademarks shall be of a nature and quality substantially consistent with those theretofore offered under such Trademarks by such Grantor and such Grantor shall have the right to inspect during the term of such license, at any reasonable time or times upon reasonable notice to the Collateral Agent, and at such Grantor’s Inventory directly to any personown cost and expense, including Persons who have previously purchased the Grantor’s Inventory from representative samples of goods sold and services rendered under such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinTrademarks.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent an irrevocable, irrevocable nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property. Each Upon the occurrence and during the continuance of an Event of Default, each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that that, upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may sell any of such Grantor’s Inventory directly to any personPerson, including Persons who that have previously purchased the Grantor’s Inventory from such Grantor Grantor, and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which that bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor Grantor, and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Each Grantor hereby grants to the Administrative Collateral Agent an irrevocableirrevocable absolute power of attorney to sign, nonexclusive license (exercisable without payment upon the occurrence and during the continuance of royalty an Event of Default, any document which may be required by the United States Patent and Trademark Office or other compensation similar registrar in order to effect an absolute assignment of all right, title and interest in any registered Intellectual Property and each application for such registration, and record the same. Subject to the Grantors) Intercreditor Agreement, if an Event of Default shall occur and be continuing, the Collateral Agent may, by written notice to usethe relevant Grantor, license take any or sublicense any all of the Article 9 following actions: (i) declare the entire right, title and interest of such Grantor in and to the Intellectual Property, vested in the Collateral consisting Agent for the ratable benefit of the Secured Parties, in which event such rights, title and interest shall immediately vest, in the Collateral Agent for the ratable benefit of the Secured Parties, and the Collateral Agent shall be entitled to exercise the power of attorney referred to in this Section 5.03 hereof to execute, cause to be acknowledged and notarized and record said absolute assignment with the applicable agency or registrar; (ii) take and use or sell the Intellectual Property; (iii) take and use or sell the goodwill of such Grantor’s business symbolized by the Trademarks and the right to carry on the business and use the assets of such Grantor in connection with which the Trademarks or Domain Names have been used; (iv) direct such Grantor to refrain, in which event such Grantor shall refrain, from using the Intellectual Property now owned in any manner whatsoever, directly or hereafter acquired by such Grantorindirectly, and wherever such Grantor shall execute such further documents that the same Collateral Agent may be locatedreasonably request to further confirm this and to transfer ownership of the Intellectual Property and registrations and any pending applications in the United States Copyright Office, United States Patent and including Trademark Office, equivalent office in such license a state of the United States or applicable Domain Name registrar to the Collateral Agent and provide 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; and (v) with respect to any Grantor’s rights under any Copyright License, andPatent License or Trademark License, and each Grantor’s rights under Patent License, Copyright License or Trademark License shall inure to the benefit of the Collateral Agent, solely to the extent permitted by Requirement such license as it pertains to the Collateral, in each case solely during the occurrence and continuation of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual PropertyDefault. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence Upon and during the continuation of an Event of Default; provided that any licenseDefault along with the intention to take enforcement action pursuant to the Indenture, sublicense each Grantor shall, at the reasonable request of the Collateral Agent, use its commercially reasonable efforts to obtain all requisite consents or other transaction entered into approvals by the Administrative Agent in accordance herewith shall be binding upon licensor of each Copyright License, Patent License or Trademark License to effect the Grantors notwithstanding any subsequent cure assignment of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of all such Grantor’s Inventory directly right, title and interest thereunder to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale Collateral Agent or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinits designee.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement Section 25 hereof (including, without limiting the terms of Section 25 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral or Equipment) at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies during the continuance of an Event of Default, each Grantor hereby grants to Agent, for the Administrative benefit of Agent and Lenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorssuch Grantor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property Proprietary Rights 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, andin each case, to the extent permitted not prohibited by Requirement licenses, contracts and other agreements related thereto that are known to Agent in advance based on receipt of Law notice from Grantors (it being understood and while an Event agreed specifically that Agent shall be deemed to be aware of Default has occurred customary limitations existing on commercial software and is continuingprograms, Grantors shall advise Co-Agents if any non-customary limitations exist prior to the right to prosecute Closing Date and maintain all Intellectual Property and no Grantor shall enter into any such limiting license, contract or other agreement without the right to ▇▇▇ for infringement consent of the Intellectual PropertyCo-Agents other than customary limitations on commercial software and programs. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any Any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement disposition of any Proprietary Rights by Agent in full or partial satisfaction of the Administrative Agent’s rights under this Obligations shall either be on commercially reasonable terms or on terms permitted by the provisions of the UCC or other statutes governing such license, sale or disposition. Agent shall apply the net proceeds of any such license, sale or other disposition to the Obligations as provided herein and in the Credit Agreement or, if applicable, the Intercreditor Agreement, may sell Inventory which bears and only thereafter and after paying any Trademark owned by or licensed to such Grantor and any Inventory that is covered other amount required by any Copyright owned by or licensed applicable provision of law, shall Agent account for the surplus, if any, to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinGrantors.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Collateral Agent exercisable only upon or after the occurrence and solely during the continuance of an Event of Default an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property (other than Excluded Property) now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (other than where such use, license or sublicense would constitute a breach or violation of any then-existing License to the extent that waivers cannot be obtained or to the extent such use, license or sublicense would render such Intellectual Property invalid or unenforceable, or result in the abandonment thereof or violate applicable law); provided that, in the case of Trademarks, the foregoing license to the Collateral Agent and any such license or sublicense granted thereunder shall be subject to sufficient rights to quality control and inspection in favor of such Grantor to avoid the risk of abandonment, invalidation or unenforceability of such Trademark, 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor (b) irrevocably agrees that the Administrative Collateral Agent may sell any of such Grantor’s Inventory directly to any personPerson, including Persons who that have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Collateral Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Collateral Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, upon or after the occurrence and solely 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 be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Col- lateral Agent shall be lawfully entitled to exercise such rights and remediesremedies at any time after and during the continuance of an Event of Default, each Grantor hereby grants to the Administrative Collateral Agent an irrevocablea non-exclusive, nonexclusive royalty-free, limited license (exercisable without payment until the waiver or cure of royalty or other compensation all Events of Default and the delivery by the Borrower to the GrantorsCollateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) for cash, upon credit or for future delivery as the Collateral Agent shall deem appropriate 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, andhowever, 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 and upon no less than 10 days’ prior written notice to the 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 evidencing, giving rise to or theretofore granted, to the extent permitted by Requirement the Credit Agreement, with respect 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 shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of Law the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and while an Event prohibiting the use of Default 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 and 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 occurred reserved for itself and (y) in the case of Intellectual Property that is continuinglicensed to any such Grantor by a third party, the extent to which such Grantor has the right to prosecute and maintain all grant a sublicense to such Intellectual Property and hereunder). For the right to ▇▇▇ for infringement avoidance of doubt, the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by . Upon the Administrative Agent in accordance herewith shall be binding upon occurrence and during the Grantors notwithstanding any subsequent cure continuance of an Event of Default. Each Grantor irrevocably agrees that , the Administrative Collateral Agent may sell any also exercise the rights afforded under Section 4.01 of such Grantor’s Inventory directly this Agreement with respect to any person, including Persons who have previously purchased Intellectual Property contained in the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinArticle 9 Collateral.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement Article at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may shall be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided provided, however, that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Securities Act, etc. In view of the position of the Grantors in relation to the Pledged Collateral, or because of other current or future circumstances, a question may arise under the Securities Act of 1933, as now or hereafter in effect, or any similar statute hereafter enacted analogous in purpose or effect (such Act and any such similar statute as from time to time in effect being called the "Federal Securities Laws") with respect to any disposition of the Pledged Collateral permitted hereunder. Each Grantor irrevocably understands that compliance with the Federal Securities Laws might very strictly limit the course of conduct of the Administrative Agent if the Administrative Agent were to attempt to dispose of all or any part of the Pledged Collateral, and might also limit the extent to which or the manner in which any subsequent transferee of any Pledged Collateral could dispose of the same. Similarly, there may be other legal restrictions or limitations affecting the Administrative Agent in any attempt to dispose of all or part of the Pledged Collateral under applicable "blue sky" or other state securities laws or similar laws analogous in purpose or effect. Each Grantor recognizes that in light of such restrictions and limitations the Administrative Agent may, with respect to any sale of the Pledged Collateral, limit the purchasers to those who will agree, among other things, to acquire such Pledged Collateral for their own account, for investment, and not with a view to the distribution or resale thereof. Each Grantor acknowledges and agrees that in light of such restrictions and limitations, the Administrative Agent, in its sole and absolute discretion (a) may proceed to make such a sale whether or not a registration statement for the purpose of registering such Pledged Collateral or part thereof shall have been filed under the Federal Securities Laws and (b) may approach and negotiate with such number of purchasers as the Administrative Agent determines to be reasonable to effect such sale. Each Grantor acknowledges and agrees that any such sale might result in prices and other terms less favorable to the seller than if such sale were a public sale without such restrictions. In the event of any such sale, the Administrative Agent shall incur no responsibility or liability for selling all or any part of the Pledged Collateral at a price that the Administrative Agent may sell any of such Grantor’s Inventory directly to any personAgent, including Persons who have previously purchased the Grantor’s Inventory from such Grantor in its sole and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreementabsolute discretion, may sell Inventory in good faith deem reasonable under the circumstances, notwithstanding the pos▇▇▇▇▇▇▇▇ ▇hat a substantially higher price might have been realized if the sale were deferred until after registration as aforesaid or if more than a single purchaser were approached. The provisions of this Section 5.04 will apply notwithstanding the existence of a public or private market upon which bears any Trademark owned by the quotations or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and sales prices may exceed substantially the price at which the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinsells.

Grant of License to Use Intellectual Property. For Without limiting the 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 Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Administrative Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants shall, upon request by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default, grant to the Administrative 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 5.01(vi) herein, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be locatedlocated (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 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Collateral Agent may be exercised, subject to the terms of the Intercreditor Agreement at the option of the Administrative Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees Default and provided, further, that the Administrative Agent may sell 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 Grantor’s Inventory directly 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 personTrademarks, including Persons who have previously purchased 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 Inventory from 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 Grantor licensed Trademarks, including, without limitation the actions and conduct described in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinSection 4.02 below.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement Section 25 hereof (including, without limiting the terms of Section 25 hereof, in order to take possession of, hold, preserve, process, assemble, prepare for sale, market for sale, sell or otherwise dispose of Collateral or Equipment) at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies during the continuance of an Event of Default, each Grantor hereby grants to Agent, for the Administrative benefit of Agent and Lenders, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantorssuch Grantor) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property Proprietary Rights 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, andin each case, to the extent permitted not prohibited by Requirement licenses, contracts and other agreements related thereto that are known to Agent in advance based on receipt of Law notice from Grantors (it being understood and while an Event agreed specifically that Agent shall be deemed to be aware of Default has occurred customary limitations existing on commercial software and is continuingprograms, Grantors shall advise Agent if any non-customary limitations exist prior to the right to prosecute Closing Date and maintain all Intellectual Property and no Grantor shall enter into any such limiting license, contract or other agreement without the right to ▇▇▇ for infringement consent of the Intellectual PropertyAgent other than customary limitations on commercial software and programs. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any Any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement disposition of any Proprietary Rights by Agent in full or partial satisfaction of the Administrative Agent’s rights under this Obligations shall either be on commercially reasonable terms or on terms permitted by the provisions of the UCC or other statutes governing such license, sale or disposition. Agent shall apply the net proceeds of any such license, sale or other disposition to the Obligations as provided herein and in the Loan Agreement or, if applicable, the Intercreditor Agreement, may sell Inventory which bears and only thereafter and after paying any Trademark owned by or licensed to such Grantor and any Inventory that is covered other amount required by any Copyright owned by or licensed applicable provision of law, shall Agent account for the surplus, if any, to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided hereinGrantors.

Grant of License to Use Intellectual Property. For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remediesremedies with respect to Collateral consisting of Inventory (including the sale of any such Inventory), each Grantor hereby (a) grants to the Administrative Agent an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Article 9 Collateral consisting of Intellectual Property rights now owned or hereafter acquired by such GrantorGrantor (including a sublicense of all its rights under the Trademark License Agreement, subject to the restrictions on permitted usees of the subject Trademarks set forth therein), 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, and, to the extent permitted by Requirement of Law and while an Event of Default has occurred and is continuing, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property. Each Grantor further agrees to cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of the Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only upon the occurrence and during the continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Each Grantor (b) irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any person, including Persons who have previously purchased the Grantor’s Inventory from such Grantor and in connection with any such sale or other enforcement of the Administrative Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor and any Inventory that is covered by any Copyright owned by or licensed to such Grantor and the Administrative Agent may finish any work in process and affix any Trademark owned by or licensed to such Grantor and sell such Inventory as provided herein. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, upon the occurrence and during the continuation of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.