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

Grant of License to Use Intellectual Property. Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement during the continuance of an Event of Default with respect to Collateral consisting of Inventory, each Grantor hereby (a) grants to the Administrative Agent a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantor) to use, license or sublicense during the continuance of an Event of Default any Intellectual Property rights 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance 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.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, each Pledgor grants (such grant effective solely after the occurrence and during the continuance of an Event of Default with respect Default) to Collateral consisting (in the Agent’s sole discretion) the Applicable Agent or a designee of Inventorythe Applicable Agent, each Grantor hereby (a) grants to for the Administrative Agent a nonexclusive benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorany Pledgor) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the purposes Intellectual Property; provided, however, that nothing in this Section 4.03 shall require Pledgors to grant any license that is prohibited by any rule of preparing for sale and selling (including by affixing Trademarks owned by law, statute or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (regulation, or is prohibited by, or constitutes a breach or default under or results in the case of Intellectual Property licensed to such Grantor by a termination of, any contract, license, instrument or other agreement with an unaffiliated third party, to the extent permitted under not prohibited by the Credit Documents, with respect to such Intellectual Property Collateral; and provided, further, that such licenses granting such Grantor rights in such Intellectual Property), which license shall to be irrevocable prior granted hereunder with respect to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by quality standards with respect to the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with goods or and services of a quality and nature consistent with the quality and reputation with on which such Trademarks were associated when are used by sufficient to preserve the validity of such Grantor prior to Trademarks. For the exercise avoidance of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Applicable Agent or its designee may be exercised, at the option of the Applicable Agent or such designee, only be exercised during the continuation of an Event of Default after the First-Priority Lien Obligations Termination Date. Furthermore, each Pledgor hereby grants to the Applicable Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an any Event of Default, provided that any license, sublicense or other transaction entered into document which may be required by the Administrative Agent United States Copyright Office or the United States Patent and Trademark Office or any state office in accordance herewith shall be binding upon order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the Grantors notwithstanding any subsequent cure of an Event of Defaultsame.

Grant of License to Use Intellectual Property. Solely 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 IP Collateral, for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Collateral Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent a Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely for provided, however, that any such license granted by the purposes Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of preparing for sale the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and selling prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (including by affixing Trademarks owned by 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 licensed applicable law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property IP Collateral that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in has the right to grant a sublicense to such Intellectual PropertyIP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, which license shall be irrevocable prior to at the Termination Point (as defined below) and (b) agrees that, subject to option of the foregoing and in connection therewithCollateral Agent, during the continuance continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may sell Inventory which bears in accordance herewith shall immediately terminate at such time as the 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 Trademark owned license that is prohibited by any rule of law, statute or licensed 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 Grantor (property or otherwise unreasonably prejudices the value thereof to the extent permitted under relevant Grantor. In the Intellectual Property licenses granting such Grantor rights event the license set forth in such Trademark) and this Section 4.01 is exercised with regard to any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to Trademarks, then the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that following shall apply: (i) such license all goodwill arising from any licensed or sublicensed use of any Trademark shall be subject inure to the rights of any licensee under a license permitted by the last proviso of Section 6.05 benefit of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, Grantor; (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, ; and (iii) no license at the Grantor’s request and expense, licensees and sublicensees shall be granted under this Section 4.04 provide reasonable cooperation in any effort by the Grantor to maintain the extent that such grant would violate registration or constitute a default under any agreement to which any Grantor is a party. Such license otherwise secure the ongoing validity and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use effectiveness of such license by licensed Trademarks, including, without limitation the Administrative Agent may only be exercised upon the occurrence actions and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Notes Collateral Agent to exercise rights and remedies under this Agreement at such time as the Notes Collateral Agent shall be lawfully entitled (but not obligated) to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Agent Notes Collateral Agent, effective as of an Event of Default, a nonexclusive 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 Issuer to the GrantorNotes Collateral Agent of an Officer’s Certificate of the Issuer to that effect) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such Grantor, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that (i) all of the foregoing rights of the Notes Collateral Agent, and (to the extent permitted by the terms of such licenses and sublicenses) all such licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Issuer to the Notes Collateral Agent of an Officer’s Certificate of the Issuer to that effect and shall be exercised by the Notes Collateral Agent solely for during the purposes continuance of preparing for sale an Event of Default (it being understood that the foregoing license grant shall be re-instituted upon any subsequent Events of Default), and selling (ii) nothing in this Section 4.03 shall require Grantors to grant any license or sublicense that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that (x) any such license or sublicense to the Notes Collateral Agent and any such license or sublicense granted by the Notes 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 the incorporation of standard or customary terms and conditions used by affixing Trademarks owned by the Grantor in its own intellectual property licenses or licensed agreement as of the date of the Event of Default satisfies the foregoing criteria) and (y) without limiting any other rights and remedies of the Notes Collateral Agent under this Agreement, any other Notes Document or applicable law, nothing in the foregoing license grant shall be construed as granting the Notes Collateral Agent rights in and to such Intellectual Property above and beyond (A) the rights to such Intellectual Property that each Grantor tohas reserved for itself and (B) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property intellectual property that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in has the right to grant a sublicense to such Intellectual Propertyintellectual property hereunder), which license shall be irrevocable prior to . For the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance avoidance of an Event of Defaultdoubt, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Notes Collateral Agent may be exercised, at the option of the Notes Collateral Agent, only be exercised upon during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Notes Collateral Agent may (but shall not be obligated to) also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Agent Collateral Agent, effective as of an Event of Default, a nonexclusive non-exclusive, royalty-free, limited license (exercisable without payment until the waiver or cure of royalty or other compensation to the Grantorall Events of Default) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights included in the Article 9 Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and shall be exercised by the Collateral Agent solely for during the purposes continuance of preparing for sale an Event of Default and selling upon no less than 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 executed with a third party or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that any such license and any such license granted by the Collateral Agent to a third party (including by affixing Trademarks owned by 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 and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Loan Document or licensed 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 tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in such Intellectual Property), which license shall be irrevocable prior has the right to the Termination Point (as defined below) and (b) agrees that, subject grant a sublicense to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property hereunder). For the avoidance of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent, only be exercised upon during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Collateral Agent a nonexclusive non-exclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty or other compensation to the GrantorEvent of Default) to use, license or or, solely to the extent necessary to exercise those rights and remedies, sublicense during any of the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such Grantor, and wherever the same are located, and including in such license reasonable necessary access to all media in which any of the such licensed items may be are recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, solely for however, that all of the purposes foregoing rights of preparing for sale the Collateral Agent to use such licenses, sublicenses and selling other rights, and (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under by the Intellectual Property terms of such licenses granting such Grantor rights in such Intellectual Property)and sublicenses) all licenses and sublicenses granted thereunder, which license shall expire immediately upon the termination or cure of all Events of Default and shall be irrevocable prior to exercised by the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, Collateral Agent solely during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that 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 Administrative Agent may sell Inventory which bears termination of or gives rise to any Trademark owned by right of cancellation under any contract, license, agreement, instrument or licensed other document evidencing, giving rise to such Grantor (or theretofore granted, to the extent permitted under by the Intellectual Property Credit Agreement, with respect to such property or otherwise prejudices the value thereof to the relevant Grantor; provided, further, that such licenses granting granted hereunder with respect to Trademarks material to the business of such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreementrestrictions, in each case granted while no Event of Default was continuingincluding, or under any licenses existing without limitation restrictions as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with to goods or services associated with such Trademarks and the maintenance of a quality standards with respect to the goods and nature consistent with the quality and reputation with services on which such Trademarks were associated when used by are used, sufficient to preserve the validity and value of such Grantor prior to Trademarks. For the exercise avoidance of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent, only be exercised during the continuation of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor. Upon the occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor , provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Administrative Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent a an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third partyand, to the extent permitted under 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 licenses granting such Grantor rights in such or ▇▇▇ for infringement of the Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only be exercised upon the occurrence and during the continuance continuation of an Event of Default, ; provided that any license, sublicense or other transaction entered into by the 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. Solely 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 IP Collateral, for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Collateral Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent a Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely for provided, however, that any such license granted by the purposes Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of preparing for sale the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and selling prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (including by affixing Trademarks owned by 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 licensed applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property IP Collateral that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in has the right to grant a sublicense to such Intellectual PropertyIP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, which license shall be irrevocable prior to at the Termination Point (as defined below) and (b) agrees that, subject to option of the foregoing and in connection therewithCollateral Agent, during the continuance continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may sell Inventory which bears in accordance herewith shall immediately terminate at such time as the 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 Trademark owned license that is prohibited by any rule of law, statute or licensed 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 Grantor (property or otherwise unreasonably prejudices the value thereof to the extent permitted under relevant Grantor. In the Intellectual Property licenses granting such Grantor rights event the license set forth in such Trademark) and this Section 4.01 is exercised with regard to any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to Trademarks, then the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that following shall apply: (i) such license all goodwill arising from any licensed or sublicensed use of any Trademark shall be subject inure to the rights of any licensee under a license permitted by the last proviso of Section 6.05 benefit of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, Grantor; (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, ; and (iii) no license at the Grantor’s request and expense, licensees and sublicensees shall be granted under this Section 4.04 provide reasonable cooperation in any effort by the Grantor to maintain the extent that such grant would violate registration or constitute a default under any agreement to which any Grantor is a party. Such license otherwise secure the ongoing validity and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use effectiveness of such license by licensed Trademarks, including, without limitation the Administrative Agent may only be exercised upon the occurrence actions and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. Solely Upon the occurrence and during the continuance of an Event of Default, for the purpose of enabling the Administrative Term Collateral Agent to exercise rights and remedies under this Agreement during the continuance of an Event of Default with respect to Collateral consisting of InventoryAgreement, each Grantor hereby (a) grants to the Administrative Term Collateral Agent a an irrevocable (until terminated as provided below), nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license use or sublicense during (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the continuance Collateral consisting of an Event of Default any Intellectual Property 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, thereof to the extent permitted under that such non-exclusive license (a) does not violate the Intellectual Property licenses granting express terms of any agreement between a Grantor and a third party governing such Grantor rights in such Collateral consisting of Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) or gives such third party any right of acceleration, modification, termination or cancellation therein and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered not prohibited by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided hereinRequirements of Law; provided in each case that (i) such license and sublicenses with respect to Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by quality standards with respect to the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with goods or and services of a quality and nature consistent with the quality and reputation with on which such Trademarks were associated when are used by sufficient to preserve the validity of such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)Trademarks. The use of such license by the Administrative Term Collateral Agent may only be exercised upon the occurrence and solely during the continuance continuation of an Event of Default, ; provided that any license, sublicense or other transaction entered into by the Administrative Term Collateral Agent in accordance herewith with the provisions of this Agreement shall be binding upon the Grantors Grantors, notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 5.13, the license granted to the Term Collateral Agent pursuant to this Section 4.04 with respect to such Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Agent Collateral Agent, effective as of an Event of Default, a nonexclusive 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 GrantorCollateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such Grantor, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver 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 for during the purposes continuance of preparing for sale an Event of Default (it being understood that the foregoing license grant shall be reinstituted upon any subsequent Events of Default), and selling 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 affixing Trademarks owned by the Grantor in its own intellectual property licenses or licensed 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 tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in such Intellectual Property), which license shall be irrevocable prior has the right to the Termination Point (as defined below) and (b) agrees that, subject grant a sublicense to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property hereunder). For the avoidance of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent, only be exercised upon during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect to Collateral consisting of Inventory, each Grantor hereby (a) grants to the Administrative Agent a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantor) to use, license or sublicense during the continuance of an Event of Default any Intellectual Property rights 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior lawfully entitled to the Termination Point (as defined below) exercise such rights and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon remedies following the occurrence and during the continuance of an Event of Default, each Grantor hereby grants, so long as any Secured Obligations shall not have been paid in full in cash, to the Collateral Agent, to the extent such Grantor has the right to do so and on an “as is” and “as available basis” (without representation, warranty or guarantee of any kind), a limited, nonexclusive license (until the termination or cure of such Event of Default and exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense (on a non-exclusive basis) any of the Article 9 Collateral consisting of Owned Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including, to the extent permitted by applicable law, the right to prosecute and maintain all such Owned Intellectual Property and the right to ▇▇▇ for infringement of such Owned Intellectual Property, in each instance, subject to any pre-existing licenses or other agreements granting rights to third parties with respect to any such Owned Intellectual Property, provided that, solely as it pertains to any such licenses or agreements entered into after the Effective Date, the same were permitted under this Agreement, the Credit Agreement or any other Loan Document; provided, however, that all of the foregoing rights of the Collateral Agent to use, license or sublicense such Owned Intellectual Property, shall expire immediately upon the termination (including by cure) of all Events of Default and shall be exercised by the Collateral Agent solely during the continuance of an Event of Default and nothing in this Section 5.03 or any other provision contained herein shall require the Grantors to grant any license that is (x) prohibited by any rule of law or (y) prohibited by, or constitutes a breach or default under or results in the termination of, any license or agreement entered into with another Person (other than any other Restricted Party or a wholly-owned Subsidiary of any Restricted Party) concerning such Owned Intellectual Property, provided that, solely as it pertains to any such licenses or agreements entered into after the Effective Date, the same were permitted under this Agreement, the Credit Agreement or any other Loan Document; provided, further, that such licenses granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. Each Grantor further agrees, at any time following the occurrence and during the continuance of an Event of Default so long as any Secured Obligations shall not have been paid in full in cash, to reasonably cooperate with the Collateral Agent in any attempt to prosecute or maintain the Owned Intellectual Property or ▇▇▇ for infringement of the Owned Intellectual Property. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default so long as any Secured Obligations shall not have been paid in full in cash; provided that any license, sublicense or other transaction entered into by the Administrative 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. Solely for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement Agreement, each Grantor, solely during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Collateral Agent a an irrevocable (during the continuance of the Event of Default), nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance Collateral consisting of an Event of Default any Intellectual Property rights 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, solely for thereof (in each case subject to any Grantor’s reasonable security policies and obligations of confidentiality as previously disclosed to the purposes Collateral Agent) to the extent that such non-exclusive license (a) does not violate the express terms of preparing for sale any agreement or License between a Grantor and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any a third party governing the applicable Grantor’s use of such Grantor’s Inventory directly to any Person (in the case Collateral consisting of Intellectual Property licensed to and Licenses, or gives such Grantor by a third partyparty any right of acceleration, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) modification or cancellation therein and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered not prohibited by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided hereinRequirements of Law; provided in each case that (i) such license licenses to be granted hereunder with respect to Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by reasonable quality standards with respect to the last proviso goods and services on which such Trademarks are used sufficient to preserve the validity of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereofsuch Trademarks, (ii) in connection such licenses granted with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks regard to trade secrets 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 such Grantor prior subject to the exercise requirement that the trade secret status of the license rights set forth herein, such trade secrets be maintained and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license reasonable patent, trademark, copyright and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)proprietary notices are used. The use of such license by the Administrative Collateral Agent may only be exercised upon exercised, at the occurrence and option of the Collateral Agent, during the continuance continuation of an Event of Default, ; provided further 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.

Grant of License to Use Intellectual Property. Solely Upon the occurrence and during the continuance of an Event of Default, for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement during the continuance of an Event of Default with respect to Collateral consisting of InventoryAgreement, each Grantor hereby (a) grants to the Administrative Collateral Agent a an irrevocable (until terminated as provided below), nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license use or sublicense during (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the continuance Collateral consisting of an Event of Default any Intellectual Property 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, thereof to the extent permitted under that such non-exclusive license (a) does not violate the Intellectual Property licenses granting express terms of any agreement between a Grantor and a third party governing such Grantor rights in such Collateral consisting of Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) or gives such third party any right of acceleration, modification, termination or cancellation therein and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered not prohibited by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided hereinapplicable Requirements of Law; provided in each case that such license and sublicenses, (i) such license with respect to Trademarks, shall be subject to the rights maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks and the inurement of any licensee under a license permitted goodwill created by the last proviso use of Section 6.05 such Trademarks to the benefit of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, applicable Grantors and (ii) in connection with any such sale of Inventory or otherwiserespect to trade secrets, such 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 such Grantor prior subject to the exercise requirement that the secret status of the license rights set forth herein, such trade secrets be maintained and (iii) no license shall be granted under this Section 4.04 reasonable steps are taken to the extent ensure that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)they are maintained. The use of such license by the Administrative Collateral Agent and the use of any sublicense granted by the Collateral Agent may only be exercised upon the occurrence and solely during the continuance continuation of an Event of Default, ; provided that upon any termination of such Event of Default, any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon automatically and immediately terminate. For the Grantors notwithstanding avoidance of doubt, at the time of the release of the Liens on any subsequent cure of an Event of DefaultCollateral as set forth in Section 5.13, the license granted to the Collateral Agent pursuant to this Section 4.04 with respect to such Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. Solely 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 during and the continuance of Other Security Documents at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, an Event of Default with respect to Collateral consisting of Inventoryirrevocable, each Grantor hereby (a) grants to the Administrative Agent a nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such Grantor, and wherever the same may be located, 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (only to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would not violate or constitute result in a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other actionagreement, when all whether express or implied, between the Loan Document Obligations have been paid in full (Grantor and any Person other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)a Wholly Owned Subsidiary. The use rights of the Collateral Agent under such license by may be exercised, at the Administrative Agent may only be exercised option of the Collateral Agent, solely upon the occurrence and during the continuance continuation of an Event of Default, ; provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an any Event of Default. (b) Notwithstanding any other provision contained in 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 be exercised for the benefit of the holders of any Obligations (as defined in the First Lien Collateral Agreement), and any sale or transfer of Collateral consisting of Intellectual Property upon any exercise of remedies under this Agreement shall be made expressly subject to such license.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, each Pledgor grants (such grant effective solely after the occurrence and during the continuance of an Event of Default with respect Default) to Collateral consisting (in the Agent’s sole discretion) a designee of Inventorythe Agent or the Agent, each Grantor hereby (a) grants to for the Administrative Agent a nonexclusive benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorany Pledgor) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the purposes Intellectual Property; provided, however, that nothing in this Section 5.03 shall require Pledgors to grant any license that is prohibited by any rule of preparing for sale and selling (including by affixing Trademarks owned by law, statute or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (regulation, or is prohibited by, or constitutes a breach or default under or results in the case of Intellectual Property licensed to such Grantor by a termination of, any contract, license, instrument or other agreement with an unaffiliated third party, to the extent permitted under not prohibited by the Loan Documents and each Other First Lien Agreement, with respect to such Intellectual Property Collateral; and, provided, further, that such licenses granting such Grantor rights in such Intellectual Property), which license shall to be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license granted hereunder shall be subject to (i) the rights maintenance of any licensee under a license permitted by quality standards with respect to the last proviso goods and services on which Trademarks are used sufficient to preserve the validity of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, such Trademarks and (ii) those exclusive Copyright Licenses, Patent Licenses and Trademark Licenses granted by the Pledgors in connection with effect on the date hereof and those granted by any such sale of Inventory or otherwisePledgor hereafter, such licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality as permitted under the Loan Documents and nature consistent with the quality and reputation with which such Trademarks were associated when used by such Grantor prior to the exercise of the license rights set forth hereinany Other First Lien Agreement, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)conflicting. The use of such license by the Administrative Agent may only be exercised solely upon the occurrence and during the continuance continuation of an Event of Default, Default and subject to any Intercreditor Agreement; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors Pledgors notwithstanding any subsequent cure of an Event of Default. Furthermore, each Pledgor hereby grants to the Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Copyright Office or the United States Patent and Trademark Office or any state office in order to effect the potential license granted herein and record the same.

Grant of License to Use Intellectual Property. Solely for 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 remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Agent a nonexclusive nonexclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty or other compensation to the GrantorEvent of Default) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default (together with the Borrower’s written notice to the Administrative Agent of such termination or cure) and shall be exercised by the Administrative Agent solely for in connection with the purposes Administrative Agent’s exercise of preparing for sale remedies pursuant to Section 4.01 and, to the extent reasonably practicable, upon prior written notice to the Borrower, and selling (including nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by affixing Trademarks owned 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 or licensed 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 enforceability 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, 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 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 tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted to which such Grantor has the right to grant a sublicense under the such Intellectual Property licenses granting hereunder). For the avoidance of doubt, the use of such Grantor rights in such Intellectual Property)license by the Administrative Agent may be exercised, which license shall be irrevocable prior to at the Termination Point (as defined below) option of the Administrative Agent, only during the continuance of an Event of Default. Upon the occurrence and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed also exercise the rights afforded under Section 4.01 of this Agreement with respect to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights contained in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance 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 DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for 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 remedies at any time after and during the continuance of an Event of Default with respect Default, subject to Collateral consisting the terms of Inventorythe licenses, each Grantor hereby (a) grants to the Administrative Agent Agent, for the benefit of the Secured Parties, a nonexclusive 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 Grantor) to useextent permitted by the licenses, license or sublicense during sublicense) any of the continuance of an Event of Default any Intellectual Property rights included in the Article 9 Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Administrative Agent solely for during the purposes continuance of preparing for sale an Event of Default and selling (including 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 affixing Trademarks owned 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 or licensed 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 the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, 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 tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted under to which such Grantor has the right to grant a sublicense to such Intellectual Property licenses granting hereunder). For the avoidance of doubt, the use of such Grantor rights in such Intellectual Property)license by the Administrative Agent may be exercised, which license shall be irrevocable prior to at the Termination Point (as defined below) option of the Administrative Agent, only during the continuance of an Event of Default. Upon the occurrence and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed also exercise the rights afforded under Section 4.01 of this Agreement with respect to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights contained in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance 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 DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, each Pledgor grants (such grant effective solely after the occurrence and during the continuance of an Event of Default with respect Default) to Collateral consisting (in the Agent’s sole discretion) a designee of Inventorythe Applicable Agent or the Agent, each Grantor hereby (a) grants to for the Administrative Agent a nonexclusive benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorany Pledgor) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the purposes Intellectual Property; provided, however, that nothing in this Section 4.03 shall require Pledgors to grant any license that is prohibited by any rule of preparing for sale and selling (including by affixing Trademarks owned by law, statute or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (regulation, or is prohibited by, or constitutes a breach or default under or results in the case of Intellectual Property licensed to such Grantor by a termination of, any contract, license, instrument or other agreement with an unaffiliated third party, to the extent permitted under not prohibited by the Credit Documents, with respect to such Intellectual Property Collateral; and provided, further, that such licenses granting such Grantor rights in such Intellectual Property), which license shall to be irrevocable prior granted hereunder with respect to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by quality standards with respect to the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with goods or and services of a quality and nature consistent with the quality and reputation with on which such Trademarks were associated when are used by sufficient to preserve the validity of such Grantor prior to Trademarks. For the exercise avoidance of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may be exercised, at the option of the Agent, only be exercised during the continuation of an Event of Default after the First-Priority Lien Obligations Termination Date. Furthermore, each Pledgor hereby grants to the Applicable Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an any Event of Default, provided that any license, sublicense or other transaction entered into document which may be required by the Administrative Agent United States Copyright Office or the United States Patent and Trademark Office or any state office in accordance herewith shall be binding upon order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the Grantors notwithstanding any subsequent cure of an Event of Defaultsame.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Collateral Agent a nonexclusive non-exclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty or other compensation to the GrantorEvent of Default) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property 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 such licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, solely for however, that all of the purposes foregoing rights of preparing for sale the Collateral Agent to use such licenses, sublicenses and selling other rights, and (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under by the Intellectual Property terms of such licenses granting such Grantor rights in such Intellectual Property)and sublicenses) all licenses and sublicenses granted thereunder, which license shall expire immediately upon the termination or cure of all Events of Default and shall be irrevocable prior to exercised by the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, Collateral Agent solely during the continuance of an Event of DefaultDefault and upon prior written notice to the applicable Grantor; provided, further, that 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 Administrative Agent may sell Inventory which bears termination of any Trademark owned by contract, license, agreement, instrument or licensed other document evidencing, giving rise to such Grantor (or theretofore granted, to the extent permitted under by the Intellectual Property Credit Agreement, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that such licenses granting granted hereunder with respect to Trademarks material to the business of such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreementrestrictions, in each case granted while no Event of Default was continuingincluding, or under any licenses existing without limitation restrictions as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with to goods or services associated with such Trademarks and the maintenance of a quality standards with respect to the goods and nature consistent with the quality and reputation with services on which such Trademarks were associated when used by are used, sufficient to preserve the validity and value of such Grantor prior to Trademarks. For the exercise avoidance of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent, only be exercised upon during the continuation of an Event of Default and notice to the applicable Grantor. Upon the occurrence and during the continuance of an Event of DefaultDefault and upon notice to the applicable Grantor, provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Administrative Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent a an irrevocable, nonexclusive license and, to the extent permitted under Licenses granting such Grantor rights in Intellectual Property, sublicense (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third partyand, to the extent permitted under by applicable law, 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 licenses granting such Grantor rights in such or ▇▇▇ for infringement of the Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only be exercised upon the occurrence and during the continuance continuation of an Event of Default, ; provided (i) 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, (ii) such license shall be subject to the rights of any licensee under any exclusive License granted prior to such Event of Default, (iii) the quality of any services or products in connection with which any Trademarks included in the Article 9 Collateral are used will not be materially inferior to the quality of such services and products sold by any Grantor under such Trademarks immediately prior to such Event of Default and such Grantor shall have the right to inspect any such services and products to monitor compliance with such standard, and (iv) to the extent such license is a sublicense of any Grantor’s rights as licensee under any License, the license to the Administrative Agent shall act in accordance with any limitations in such License actually known to it, including prohibitions on further sublicensing.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement Agreement, each Grantor, solely during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Collateral Agent a an irrevocable (during the continuance of the Event of Default), nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance Collateral consisting of an Event of Default any Intellectual Property rights 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, solely for thereof to the purposes extent that such non-exclusive license (a) does not violate the express terms of preparing for sale any agreement or License between a Grantor and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any a third party governing the applicable Grantor’s use of such Grantor’s Inventory directly to any Person (in the case Collateral consisting of Intellectual Property licensed to and Licenses, or gives such Grantor by a third partyparty any right of acceleration, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) modification or cancellation therein and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered not prohibited by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided hereinRequirements of Law; provided in each case that (i) such license licenses to be granted hereunder with respect to Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by quality standards with respect to the last proviso goods and services on which such Trademarks are used sufficient to preserve the validity of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereofsuch Trademarks, (ii) in connection such licenses granted with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks regard to trade secrets 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 such Grantor prior subject to the exercise requirement that the trade secret status of the license rights set forth herein, such trade secrets be maintained and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license reasonable patent, trademark, copyright and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)proprietary notices are used. The use of such license by the Administrative Collateral Agent may only be exercised upon exercised, at the occurrence and option of the Collateral Agent, during the continuance continuation of an Event of Default; provided, provided further, 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.

Grant of License to Use Intellectual Property. Solely for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, upon the occurrence and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Collateral Agent a an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third partyand, to the extent permitted under by applicable law, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property licenses granting such Grantor rights in such Intellectual Property); provided, which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (ia) such license shall be subject to the rights of any licensee under a any exclusive license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no prior to such Event of Default was continuingDefault, or (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 existing as to be granted hereunder with respect to Trademarks shall be subject to the maintenance of quality standards with respect to the date hereof, (ii) products and services in connection with which any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be are used in association with goods or services of a quality and nature consistent with sufficient to preserve the quality and reputation with which such Trademarks were associated when used by such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use validity of such license by the Administrative Agent may only be exercised upon Trademarks. Upon the occurrence and during the continuance of an Event of Default, provided that each Grantor further agrees to cooperate with the 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 Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; 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.

Grant of License to Use Intellectual Property. Solely 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 IP Collateral, for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Collateral Agent is lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, a nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Grantor) Grantors), 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, license or to use and sublicense during any of the continuance of an Event of Default any Intellectual Property rights IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely for provided, however, that any such license granted by the purposes Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of preparing for sale the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and selling prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (including by affixing Trademarks owned by 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 licensed applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property IP Collateral that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in has the right to grant a sublicense to such Intellectual PropertyIP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, which license shall be irrevocable prior to at the Termination Point (as defined below) and (b) agrees that, option of the Collateral Agent subject to the foregoing and in connection therewithterms of the Intercreditor Agreement, during the continuance continuation of an Event of Default; provided that any sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 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 Administrative Agent may sell Inventory which bears termination of any Trademark owned by contract, license, agreement, instrument or licensed other document evidencing, giving rise to or theretofore granted, with respect to such Grantor (property or otherwise unreasonably prejudices the value thereof to the extent permitted under relevant Grantor. In the Intellectual Property licenses granting such Grantor rights event the license set forth in such Trademark) and this Section 4.01 is exercised with regard to any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to Trademarks, then the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that following shall apply: (i) such license all goodwill arising from any licensed or sublicensed use of any Trademark shall be subject inure to the rights of any licensee under a license permitted by the last proviso of Section 6.05 benefit of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, applicable Grantor; (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor immediately prior to the exercise of the license rights set forth herein, ; and (iii) no license at the Grantor’s request and expense, licensees and sublicensees shall be granted under this Section 4.04 provide reasonable cooperation in any effort by the Grantor to maintain the extent that such grant would violate registration or constitute a default under any agreement to which any Grantor is a party. Such license otherwise secure the ongoing validity and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use effectiveness of such license by licensed Trademarks, including, without limitation the Administrative Agent may only be exercised upon the occurrence actions and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Collateral Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor Pledgor hereby (a) grants to (in the Administrative Collateral Agent’s sole discretion) a designee of the Collateral Agent or the Collateral Agent, for the ratable benefit of the Secured Parties, a nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorany Pledgor) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely for the purposes of preparing for sale right to prosecute and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of maintain all Intellectual Property licensed and the right to such Grantor by a third party, to the extent permitted under ▇▇▇ for past infringement of the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may only be exercised exercised, at the option of the Collateral Agent, upon the occurrence and during the continuance continuation of an Event of Default; provided, however, that such license (i) shall be subject to those exclusive Patent Licenses, Trademark Licenses and Copyright Licenses granted by the Pledgors in effect on the date hereof and those granted by any Pledgor hereafter, as permitted under the Loan Documents, to the extent conflicting, (ii) may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the 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 Pledgors notwithstanding any subsequent cure of an Event of Default, and (iii) apply to the use of the Trademarks in connection with goods and services of similar type and quality to those therefore sold by such Pledgor under such Trademark.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Pledgor grants (such grant effective solely after the occurrence and during the continuance of an Event of Default with respect Default) to Collateral consisting of Inventory, each Grantor hereby (a) grants to the Administrative extent that the First-Priority Collateral Agent exercises its sole discretion pursuant to the Collateral Agreement (First Lien) (it being understood that the Applicable Collateral Agent shall be under no obligation to exercise such discretion after the Discharge of First-Priority Obligations)) the Collateral Agent or a nonexclusive designee of the Collateral Agent, for the benefit of the Second-Priority Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorany Pledgor) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the purposes Intellectual Property; provided, however, that nothing in this Section 4.03 shall require Pledgors to grant any license that is prohibited by any rule of preparing for sale and selling (including by affixing Trademarks owned by law, statute or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (regulation, or is prohibited by, or constitutes a breach or default under or results in the case of Intellectual Property licensed to such Grantor by a termination of, any contract, license, instrument or other agreement with an unaffiliated third party, to the extent not prohibited by the Notes Indenture Documents, with respect to such Intellectual Property Collateral; and provided, further, that such licenses to be granted hereunder shall (i) if granting a license to Trademarks, apply to the use of the Trademarks in connection with goods and 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 Intellectual Property licenses granting such Grantor rights in such Intellectual Property)Notes Indenture Documents, which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees thatextent conflicting. For the avoidance of doubt, subject to the foregoing and in connection therewith, use of such license may be exercised only during the continuance continuation of an Event of Default, Default by the Administrative Collateral Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of ABL Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and the Second Lien/Second Lien Intercreditor Agreement (if entered into); provided, however, that any licensee under a license permitted or sublicense granted by the last proviso Collateral Agent to a third party during the continuation of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no an Event of Default was continuingshall remain in effect notwithstanding any subsequent cure of such Event of Default. Furthermore, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior each Pledgor hereby grants to the exercise Collateral Agent an absolute power of the license rights set forth hereinattorney to sign, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance of an any Event of Default, provided that any license, sublicense or other transaction entered into document which may be required by the Administrative Agent United States Copyright Office or the United States Patent and Trademark Office or any state office in accordance herewith shall be binding upon order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the Grantors notwithstanding any subsequent cure of an Event of Defaultsame.

Grant of License to Use Intellectual Property. Solely for 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 with respect Default, at such time as the Collateral Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Collateral Agent a for the ratable benefit of the Secured Parties an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantor) Grantors), to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property rights 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, solely for however, that this license shall not violate the purposes express terms of preparing for sale any agreement between a Grantor and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of a third party governing such Grantor’s Inventory directly to any Person (in the case use of such Intellectual Property licensed to such in effect on the date hereof and those granted by any Grantor by a third partyhereafter, as permitted under the Loan Documents, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)conflicting. The use of such license by Applicable Collateral Agent shall have the Administrative Agent may only be exercised upon right, but not the obligation, after the occurrence and during the continuance of an Event of Default, provided 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 appropriate Grantor shall, at the request of the Applicable Collateral Agent, do any and all lawful acts and execute any and all proper documents reasonably required by the Applicable Collateral Agent in aid of such enforcement. The use of such license by the Collateral Agent may be exercised, at the option of the Collateral Agent, only upon the occurrence and during the continuation of an Event of Default; 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.

Grant of License to Use Intellectual Property. Solely Prior to the Working Capital Notes Termination, for the exclusive purpose of enabling the Administrative Agent Collateral Trustee to exercise rights and remedies under this Agreement at such time as the Collateral Trustee shall be lawfully entitled to exercise such rights and remedies at any time after and the occurrence and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Initial Grantor hereby (a) grants to the Administrative Agent Collateral Trustee, effective as of the occurrence of an Event of Default, a nonexclusive 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 Issuer to the GrantorCollateral Trustee of a certificate of an authorized officer of the Issuer to that effect) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such GrantorInitial Grantor consisting of Collateral, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, in each case, subject to any Initial Grantor’s obligations of confidentiality; provided, however, that (i) all of the foregoing rights of the Collateral Trustee to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery by the Issuer to the Collateral Trustee of a certificate of an authorized officer of the Issuer to that effect and shall be exercised by the Collateral Trustee solely for during the purposes continuance of preparing for sale an Event of Default (it being understood that the foregoing license grant shall be re-instituted upon any subsequent Events of Default), and selling (ii) nothing in this Section 4.03 shall require Initial Grantors to grant any license or sublicense that is prohibited by any rule of law, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that (x) any such license or sublicense granted by the Collateral Trustee to a third party (including the access rights set forth above), shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and value of the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets and confidential information, protecting data and system security, requiring the use of appropriate notices and prohibiting the use of false notices, quality control and inurement provisions with regard to Trademarks, patent designation provisions with regard to Patents, copyright notices and restrictions on decompilation and reverse engineering of copyrighted software (it being understood that the incorporation of standard or customary terms and conditions used by affixing Trademarks owned by the Grantor in its own Intellectual Property licenses or licensed agreements as of the date of the Event of Default satisfies the foregoing criteria) and (y) without limiting any other rights and remedies of the Collateral Trustee under this Agreement, the Collateral Trust Agreement, the Indentures or applicable law, nothing in the foregoing license grant shall be construed as granting the Collateral Trustee rights in and to such Intellectual Property above and beyond (A) the rights to such Intellectual Property that each Grantor tohas reserved for itself and (B) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in such Intellectual Property), which license shall be irrevocable prior has the right to the Termination Point (as defined below) and (b) agrees that, subject grant a sublicense to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property hereunder. For the avoidance of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent Collateral Trustee may be exercised, at the option of the Collateral Trustee, only be exercised upon during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent Collateral Trustee may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for (a) Each Grantor hereby grants to the purpose of enabling Collateral Agent, solely to the Administrative extent necessary to enable the Collateral Agent to exercise the rights and remedies under this Agreement during and the continuance of other Security Documents, an Event of Default with respect to Collateral consisting of Inventoryirrevocable, each Grantor hereby (a) grants to the Administrative Agent a nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to useto, license or sublicense during the continuance of an Event of Default under any Credit Agreement or the Indenture, use, license or sublicense any Collateral consisting of Intellectual Property rights Property, now owned or hereafter acquired by such GrantorGrantor and wherever the same may be located, including in such which license shall include reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely for . Each of the purposes of preparing for sale parties hereto acknowledges and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license any security interest granted to the Collateral Agent or any other Secured Party hereunder or any other Security Document on any Intellectual Property of any Grantor, and the exercise of any rights and remedies (including any sale, transfer or disposal) by the Collateral Agent related thereto, shall be subject to the rights of any licensee under a license permitted by granted in the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, foregoing sentence at all times and (ii) the Collateral Agent may exercise such license for the benefit of any Secured Party (including the Multi-Currency Secured Parties with respect to the sale, transfer or disposal of any Multi-Currency Collateral), regardless of the priority of Liens on any Collateral granted to such Secured Party, in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality and nature consistent accordance with the quality and reputation with which such Trademarks were associated when used by such Grantor prior Intercreditor Agreement. (b) Notwithstanding any other provision contained in this Agreement, any security interest granted hereunder in any Collateral consisting of Intellectual Property shall be subject to the license granted under the preceding paragraph (a), as such license may be exercised for the benefit of the Secured Parties holding such license, and any sale or transfer of such Collateral consisting of Intellectual Property upon any exercise of the license rights set forth herein, and (iii) no license remedies under this Agreement shall be granted under this Section 4.04 made expressly subject to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance 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.

Grant of License to Use Intellectual Property. Solely Upon the occurrence and during the continuance of an Event of Default, for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement during the continuance of an Event of Default with respect to Collateral consisting of InventoryAgreement, each Grantor hereby (a) grants to the Administrative Agent a an irrevocable (until terminated as provided below), nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license use or sublicense during (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the continuance Collateral consisting of an Event of Default any Intellectual Property 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, thereof to the extent permitted under that such non-exclusive license (a) does not violate the Intellectual Property licenses granting express terms of any agreement between a Grantor and a third party governing such Grantor rights in such Collateral consisting of Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) or gives such third party any right of acceleration, modification, termination or cancellation therein and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered not prohibited by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided hereinRequirements of Law; provided in each case that (i) such license and sublicenses with respect to Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by quality standards with respect to the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with goods or and services of a quality and nature consistent with the quality and reputation with on which such Trademarks were associated when are used by sufficient to preserve the validity of such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)Trademarks. The use of such license by the Administrative Agent may only be exercised upon the occurrence and solely during the continuance continuation of an Event of Default, ; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith with the provisions of this Agreement shall be binding upon the Grantors Grantors, notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth herein, the license granted to the Administrative Agent pursuant to this Section 4.04 with respect to such Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. Solely 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 Intellectual Property Collateral, for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Collateral Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Collateral Agent a an irrevocable, nonexclusive license (exercisable without payment of rent, royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely for provided, however, that any license granted by the purposes Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity, and value of preparing for sale the affected Intellectual Property Collateral, including, without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and selling prohibiting the use of false notices, protecting Trademarks in the manner set forth below (including by affixing Trademarks owned by it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Credit Document or licensed applicable law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Grantor tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property Collateral that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in such Intellectual Property), which license shall be irrevocable prior has the right to the Termination Point (as defined below) and (b) agrees that, subject grant a sublicense to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”Collateral hereunder). The use of such license by the Administrative Collateral Agent may only be exercised upon exercised, at the occurrence and option of the Collateral Agent, during the continuance continuation of an Event of Default, ; provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.Grantors

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Agent Collateral Agent, effective as of an Event of Default, a nonexclusive 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 GrantorCollateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such Grantor, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver 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 for during the purposes continuance of preparing for sale an Event of Default (it being understood that the foregoing license grant shall be re-instituted upon any subsequent Events of Default), and selling 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 affixing Trademarks owned by the Grantor in its own intellectual property licenses or licensed 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 tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in such Intellectual Property), which license shall be irrevocable prior has the right to the Termination Point (as defined below) and (b) agrees that, subject grant a sublicense to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property hereunder). For the avoidance of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent, only be exercised upon during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Collateral Agent a nonexclusive 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 to for future delivery as the Grantor) Collateral Agent shall deem appropriate to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property 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; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default and shall be exercised by the Collateral Agent solely for during the purposes continuance of preparing for sale an Event of Default and selling (including 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 affixing Trademarks owned 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 or licensed 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 the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, 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 tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in such Intellectual Property), which license shall be irrevocable prior has the right to the Termination Point (as defined below) and (b) agrees that, subject grant a sublicense to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property hereunder). For the avoidance of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent, only be exercised upon during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.01 with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Collateral Agent at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants grant to the Administrative Collateral Agent a an irrevocable (until the termination of the Credit Agreement) nonexclusive license (exercisable without payment of royalty or other compensation to the any such Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense during any of the continuance of an Event of Default any Intellectual Property rights Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, solely for however, that nothing in this Section 3.03 shall require any 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 purposes termination of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly gives rise to any Person (in the case right of Intellectual Property licensed acceleration, modification or cancellation under any contract, license, agreement, instrument or other document evidencing, giving rise to such Grantor by a third partyright to use or theretofore granted, to the extent permitted under by the Intellectual Property licenses granting such Grantor rights in such Intellectual Property)Credit Agreement, which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed with respect to such Grantor (property; provided, further, that such licenses to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed be granted hereunder with respect to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by quality standards with respect to the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with goods or and services of a quality and nature consistent with the quality and reputation with on which such Trademarks were associated when are used by sufficient to preserve the validity of such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)Trademarks. The use of such license by the Administrative Collateral Agent may only be exercised upon exercised, at the occurrence and option of the Collateral Agent, during the continuance 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.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Pledgor grants (such grant effective solely after the occurrence and during the continuance of an Event of Default with respect Default) to (in the Collateral consisting Agent’s sole discretion) the Collateral Agent or a designee of Inventorythe Collateral Agent, each Grantor hereby (a) grants to for the Administrative Agent a nonexclusive benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorany Pledgor) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the purposes Intellectual Property; provided, however, that nothing in this Section 4.03 shall require Pledgors to grant any license that is prohibited by any rule of preparing for sale and selling (including by affixing Trademarks owned by law, statute or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (regulation, or is prohibited by, or constitutes a breach or default under or results in the case of Intellectual Property licensed to such Grantor by a termination of, any contract, license, instrument or other agreement with an unaffiliated third party, to the extent not prohibited by the Loan Documents, with respect to such Intellectual Property 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 Trademarks 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 Intellectual Property licenses granting such Grantor rights in such Intellectual Property)Loan Documents, which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees thatextent conflicting. For the avoidance of doubt, subject to the foregoing and in connection therewith, use of such license may be exercised only during the continuance continuation of an Event of Default, Default by the Administrative Collateral Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of ABL Intercreditor Agreement, the First Lien/Second Lien Intercreditor Agreement and the First Lien/First Lien Intercreditor Agreement (if entered into); provided, that any licensee under a license permitted or sublicense granted by the last proviso Collateral Agent to a third party during the continuation of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no an Event of Default was continuingshall remain in effect notwithstanding any subsequent cure of such Event of Default. Furthermore, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior each Pledgor hereby grants to the exercise Collateral Agent an absolute power of the license rights set forth hereinattorney to sign, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance of an any Event of Default, provided that any license, sublicense or other transaction entered into document which may be required by the Administrative Agent United States Copyright Office or the United States Patent and Trademark Office or any state office in accordance herewith shall be binding upon order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the Grantors notwithstanding any subsequent cure of an Event of Defaultsame.

Grant of License to Use Intellectual Property. Solely Subject to the provisions of the Intercreditor and Subordination Agreement, for the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Collateral Agent a nonexclusive nonexclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty or other compensation to the GrantorEvent of Default) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default (together with the Issuer’s written notice to the Collateral Agent of such termination or cure) and shall be exercised by the Collateral Agent solely for in connection with the purposes Collateral Agent’s exercise of preparing for sale remedies pursuant to Section 4.01 and, to the extent reasonably practicable, upon prior written notice to the Issuer, and selling (including nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by affixing Trademarks owned 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 or licensed the SPA, 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 enforceability 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, 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 Note Document or applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property above and beyond (x) the rights to such Intellectual Property that each Grantor tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted to which such Grantor has the right to grant a sublicense under the such Intellectual Property licenses granting hereunder). For the avoidance of doubt, the use of such Grantor rights in such Intellectual Property)license by the Collateral Agent may be exercised, which license shall be irrevocable prior to at the Termination Point (as defined below) and (b) agrees thatoption of the Collateral Agent, subject to the foregoing and in connection therewith, only during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon Upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely Upon the occurrence and during the continuance of an Event of Default, for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement during the continuance of an Event of Default with respect to Collateral consisting of InventoryAgreement, each Grantor hereby (a) grants to the Administrative Collateral Agent a an irrevocable (until terminated as provided below), nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license use or sublicense during (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the continuance Collateral consisting of an Event of Default any Intellectual Property 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, thereof to the extent permitted under that such non-exclusive license (a) does not violate the Intellectual Property licenses granting express terms of any agreement between a Grantor and a third party governing such Grantor rights in such Collateral consisting of Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) or gives such third party any right of acceleration, modification, termination or cancellation therein and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered not prohibited by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided hereinRequirements of Law; provided in each case that (i) such license and sublicenses with respect to Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by quality standards with respect to the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with goods or and services of a quality and nature consistent with the quality and reputation with on which such Trademarks were associated when are used by sufficient to preserve the validity of such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)Trademarks. The use of such license by the Administrative Collateral Agent may only be exercised upon the occurrence and solely during the continuance continuation of an Event of Default, ; provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith with the provisions of this Agreement shall be binding upon the Grantors Grantors, notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 5.13, the license granted to the Collateral Agent pursuant to this Section 4.04 with respect to such Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement Note and the other Note Documents at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after the occurrence and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor Note Party hereby (a) grants to the Administrative Collateral Agent a nonexclusive non-exclusive, royalty-free, limited license (exercisable without payment until the waiver or cure of royalty or other compensation to the Grantorall Events of Default) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights and Licenses included in the Article 9 Collateral now owned or hereafter acquired by such GrantorNote Party, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereofthereof to the extent of the applicable Note Party’s interest therein; provided, solely for however, that (i) all of the purposes foregoing rights of preparing for sale and selling the Collateral Agent to use (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under by the Intellectual Property terms of such licenses granting and sublicenses) such Grantor rights in licenses and sublicenses shall expire immediately upon the waiver or cure of all Events of Default and written notice by the applicable Note Party to the Collateral Agent of such Intellectual Property)waiver or cure, which license and shall be irrevocable prior to exercised by the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, Collateral Agent solely during the continuance of an Event of Default, and nothing in this Section 12(d) shall require the Administrative Agent may sell Inventory which bears Note Parties to grant any Trademark owned license that is prohibited by any rule of Law or licensed 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 such Grantor (or theretofore granted, to the extent permitted by the Note Documents, with respect to, such property or otherwise unreasonably prejudices the value thereof to the relevant Note Party and (ii) such license and all of the foregoing rights related thereto shall automatically terminate upon the payment in full of all Note Obligations. Under the licenses to be granted by each Note Party under this Section 12(d), both (A) the use of the Intellectual Property and Licenses included in the Article 9 Collateral by the Collateral Agent and (B) the licenses granting such Grantor rights in such Trademarkgranted by the Collateral Agent to a third party shall (1) and any Inventory that is covered by any Copyright owned by or licensed with respect to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright)Trademarks, and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the maintenance of reasonable quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks; (2) with regard to trade secrets, be subject to the requirement that the secret status of the trade secrets be maintained and reasonable steps are taken to ensure that they are maintained; (3) with regard to Patents, be subject to the obligation to maintain the existence and enforceability of such Patents; (4) be subject to the use of reasonable patent, trademark, copyright and proprietary notices; and (5) be subject to the Collateral Agent having no greater rights than those of any licensee such Note Party under a any such license permitted by or sublicense; provided, however, that with respect to any uses, licenses, form licenses, or any other agreements or activities in effect on or prior to the last proviso occurrence of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no such Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights requirements set forth herein, and in the foregoing clauses (iii1) no license through (5) shall be granted under this Section 4.04 to deemed satisfied. For the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property avoidance of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent (acting at the direction of the Majority Holders or otherwise in accordance with the terms of the Note Documents) may only be exercised upon only during the continuation of an Event of Default and until such time as all such Events of Default have been cured or waived in writing by the requisite holders of Notes in accordance with the Note Documents. Upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense the Collateral Agent (acting at the direction of the Majority Holders or other transaction entered into by the Administrative Agent otherwise in accordance herewith shall be binding upon with the Grantors notwithstanding any subsequent cure terms of an Event of Defaultthe Note Documents) may also exercise the rights afforded under Section 12(b)(ii) with respect to Intellectual Property and Licenses contained in the Article 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Collateral Agent a nonexclusive nonexclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty or other compensation to the GrantorEvent of Default) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property 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 such licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, solely for however, that all of the purposes foregoing rights of preparing for sale the Collateral Agent to use such licenses, sublicenses and selling other rights, and (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under by the Intellectual Property terms of such licenses granting such Grantor rights in such Intellectual Property)and sublicenses) all licenses and sublicenses granted thereunder, which license shall expire immediately upon the termination or cure of all Events of Default and shall be irrevocable prior to exercised by the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, Collateral Agent solely during the continuance of an Event of DefaultDefault and upon prior written notice to the applicable Grantor; provided, further, that 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 Administrative Agent may sell Inventory which bears termination of any Trademark owned by contract, license, agreement, instrument or licensed other document evidencing, giving rise to such Grantor (or theretofore granted, to the extent permitted under by the Intellectual Property Indenture, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that such licenses granting granted hereunder with respect to Trademarks material to the business of such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreementrestrictions, in each case granted while no Event of Default was continuingincluding, or under any licenses existing without limitation restrictions as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with to goods or services associated with such Trademarks and the maintenance of a quality standards with respect to the goods and nature consistent with the quality and reputation with services on which such Trademarks were associated when used by are used, sufficient to preserve the validity and value of such Grantor prior to Trademarks. For the exercise avoidance of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent, only be exercised upon during the continuation of an Event of Default and notice to the applicable Grantor. Upon the occurrence and during the continuance of an Event of DefaultDefault and upon notice to the applicable Grantor, provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely 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 Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Collateral Agent at any time after the occurrence and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants 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 6.01(vi) herein, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense during any of the continuance of an Event of Default any Intellectual Property rights Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and, to the extent permitted by such Grantor’s existing contractual obligations, including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any . The use of such Grantor’s Inventory directly to any Person (in license by the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall Collateral Agent may be irrevocable prior to the Termination Point (as defined below) and (b) agrees thatexercised, subject to the foregoing and in connection therewithterms of the Intercreditor Agreement, at the option of the Collateral Agent, during the continuance continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may sell Inventory which bears in accordance herewith shall be binding upon the Grantors notwithstanding any Trademark owned by subsequent cure of an Event of Default; and provided, further, that the terms of any license or licensed sublicense shall include all terms and restrictions that are customarily required to such Grantor (to ensure the extent permitted under continuing validity and effectiveness of the Intellectual Property licenses granting at issue, such Grantor rights in such Trademark) as, without limitation, quality control and any Inventory that is covered by any Copyright owned by or licensed inure provisions with regard to such Grantor (Trademarks, patent designation provisions with regard to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright)Patents, and copyright notices and restrictions or provisions on decompilation and reverse engineering of copyrighted software. In the Administrative Agent may affix event the license set forth in this Section 4.01 is exercised with regard to any appropriate Trademark owned by or licensed to such Grantor (to Trademarks, then the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that following shall apply: (i) such license all goodwill arising from any licensed or sublicensed use of any Trademark shall be subject inure to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, Grantor; (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, ; and (iii) no license at the Grantor’s request and expense, licensees and sublicensees shall be granted under this Section 4.04 provide reasonable cooperation in any effort by the Grantor to maintain the extent that registration or otherwise secure the ongoing validity and effectiveness of such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically licensed Trademarks, including, without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementlimitation, the LC Exposure has been reduced to zero actions and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. Solely 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 IP Collateral, for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Collateral Agent is lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, a nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Grantor) Grantors), 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, license or to use and sublicense during any of the continuance of an Event of Default any Intellectual Property rights IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely for provided, however, that any such license granted by the purposes Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of preparing for sale the affected IP Collateral, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and selling prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (including by affixing Trademarks owned by 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 licensed applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to any such IP Collateral above and beyond (a) the rights to such IP Collateral that each Grantor tohas reserved for itself and (b) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property IP Collateral that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in has the right to grant a sublicense to such Intellectual PropertyIP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, which license shall be irrevocable prior to at the Termination Point (as defined below) and (b) agrees that, subject to option of the foregoing and in connection therewithCollateral Agent, during the continuance continuation of an Event of Default; provided that any sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 shall require a Grantor to grant any license that is prohibited by any applicable Law, or is prohibited by, or constitutes a breach or default under or results in the Administrative Agent may sell Inventory which bears 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. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (a) all goodwill arising from any licensed or sublicensed use of any Trademark owned by or licensed to such Grantor (shall inure to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 benefit of the Credit Agreement or by Section 6.02(bapplicable Grantor; (b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor immediately prior to the exercise of the license rights set forth herein, ; and (iiic) no license at the Grantor’s request and expense, licensees and sublicensees shall be granted under this Section 4.04 provide reasonable cooperation in any effort by the Grantor to maintain the extent that registration or otherwise secure the ongoing validity and effectiveness of such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically licensed Trademarks, including, without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementlimitation, the LC Exposure has been reduced to zero actions and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Collateral Agent at any time after and during the continuance of an Event of Default with respect Default, grant to (in the Collateral consisting Agent’s sole discretion) a designee of Inventorythe Collateral Agent or the Collateral Agent, each Grantor hereby (a) grants to for the Administrative Agent a ratable benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the any Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such Grantor, including wherever the same may be located, and 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, solely for however, 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 purposes termination of preparing for sale and selling (including by affixing Trademarks owned by or licensed 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 Grantor to) any of property; provided, further, that such Grantor’s Inventory directly licenses to any Person (in the case of Intellectual Property licensed be granted hereunder with respect to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by quality standards with respect to the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with goods or and services of a quality and nature consistent with the quality and reputation with on which such Trademarks were associated when are used by sufficient to preserve the validity of such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)Trademarks. The use of such license by the Administrative Collateral Agent may only be exercised exercised, at the option of the Collateral Agent, upon the occurrence and during the continuance 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.

Grant of License to Use Intellectual Property. Solely 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 Intellectual Property Collateral, for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Collateral Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Collateral Agent a an irrevocable, nonexclusive license (exercisable without payment of rent, royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely for provided, however, that any license granted by the purposes Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity, and value of preparing for sale the affected Intellectual Property Collateral, including, without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and selling prohibiting the use of false notices, protecting Trademarks in the manner set forth below (including by affixing Trademarks owned by it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Credit Document or licensed applicable law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Grantor tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property Collateral that is licensed to any such Grantor by a third party, to the extent permitted under to which such Grantor has the right to grant a sublicense to such Intellectual Property licenses granting Collateral hereunder). The use of such Grantor rights in such Intellectual Property)license by the Collateral Agent may only be exercised, which license shall be irrevocable prior to at the Termination Point (as defined below) and (b) agrees that, subject to option of the foregoing and in connection therewithCollateral Agent, during the continuance continuation of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided that any license, sublicense or other transaction entered into by the Collateral Agent in each case that accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) such license all goodwill arising from any licensed or sublicensed use of any Trademark shall be subject inure to the rights of any licensee under a license permitted by the last proviso of Section 6.05 benefit of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, Grantor; (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, ; and (iii) no license at the Grantor’s request and expense, licensees and sublicensees shall be granted under this Section 4.04 provide reasonable cooperation in any effort by the Grantor to maintain the extent that such grant would violate registration or constitute a default under any agreement to which any Grantor is a party. Such license otherwise secure the ongoing validity and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use effectiveness of such license by licensed Trademarks, including, without limitation the Administrative Agent may only be exercised upon the occurrence actions and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Pledgor grants (such grant effective solely after the occurrence and during the continuance of an Event of Default with respect Default) to (in the Collateral consisting Agent’s sole discretion) the Collateral Agent or a designee of Inventorythe Collateral Agent, each Grantor hereby (a) grants to for the Administrative Agent a nonexclusive benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorany Pledgor) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the purposes Intellectual Property; provided, however, that nothing in this Section 4.03 shall require Pledgors to grant any license that is prohibited by any rule of preparing for sale and selling (including by affixing Trademarks owned by law, statute or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (regulation, or is prohibited by, or constitutes a breach or default under or results in the case of Intellectual Property licensed to such Grantor by a termination of, any contract, license, instrument or other agreement with an unaffiliated third party, to the extent not prohibited by the Loan Documents, with respect to such Intellectual Property 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 Trademarks 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 Intellectual Property licenses granting such Grantor rights in such Intellectual Property)Loan Documents, which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees thatextent conflicting. For the avoidance of doubt, subject to the foregoing and in connection therewith, use of such license may be exercised only during the continuance continuation of an Event of Default, Default by the Administrative Collateral Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of ABL Intercreditor Agreement; provided, however, that any licensee under a license permitted or sublicense granted by the last proviso Collateral Agent to a third party during the continuation of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no an Event of Default was continuingshall remain in effect notwithstanding any subsequent cure of such Event of Default. Furthermore, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior each Pledgor hereby grants to the exercise Collateral Agent an absolute power of the license rights set forth hereinattorney to sign, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance of an any Event of Default, provided that any license, sublicense or other transaction entered into document which may be required by the Administrative Agent United States Copyright Office or the United States Patent and Trademark Office or any state office in accordance herewith shall be binding upon order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the Grantors notwithstanding any subsequent cure of an Event of Defaultsame.

Grant of License to Use Intellectual Property. Solely Upon the occurrence and during the continuance of an Event of Default, for the purpose of enabling the Administrative Notes Collateral Agent to exercise rights and remedies under this Agreement during the continuance of an Event of Default with respect to Collateral consisting of InventoryAgreement, each Grantor hereby (a) grants to the Administrative Notes Collateral Agent a an irrevocable (until terminated as provided below), nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license use or sublicense during (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the continuance Collateral consisting of an Event of Default any Intellectual Property 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, thereof to the extent permitted under that such non-exclusive license (a) does not violate the Intellectual Property licenses granting express terms of any agreement between a Grantor and a third party governing such Grantor rights in such Collateral consisting of Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) or gives such third party any right of acceleration, modification, termination or cancellation therein and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered not prohibited by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided hereinrequirements of applicable law; provided in each case that (i) such license and sublicenses with respect to Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by quality standards with respect to the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with goods or and services of a quality and nature consistent with the quality and reputation with on which such Trademarks were associated when are used by sufficient to preserve the validity of such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)Trademarks. The use of such license by the Administrative Notes Collateral Agent may only be exercised upon the occurrence and solely during the continuance continuation of an Event of Default, ; provided that any license, sublicense or other transaction entered into by the Administrative Notes Collateral Agent in accordance herewith with the provisions of this Agreement shall be binding upon the Grantors Grantors, notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 5.13, the license granted to the Notes Collateral Agent pursuant to this Section 4.04 with respect to such Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. Solely for 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 Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor grants (such grant effective solely after the occurrence and during the continuance of an Event of Default with respect Default) to Collateral consisting (in the Agent’s sole discretion) a designee of Inventorythe Agent or the Agent, each Grantor hereby for the benefit of the Secured Parties, an irrevocable (a) grants to the Administrative Agent a but terminable, upon termination of this Agreement), nonexclusive license (exercisable without payment of royalty or other compensation to the any Grantor) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such Grantor, wherever the same may be located, and including in such license reasonable access the right to prosecute and maintain all media in which any Intellectual Property and the right to ▇▇▇ for past infringement of the licensed items may be recorded Intellectual Property; provided, however, that nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or stored and to all computer software and programs used for the compilation regulation, or printout thereofis prohibited by, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (constitutes a breach or default under ,or results in the case right of Intellectual Property licensed an unaffiliated third party to such Grantor by a terminate, any contract, license, instrument or other agreement with an unaffiliated third party, to the extent permitted under by the Credit Agreement, with respect to such Intellectual Property Collateral; and provided, further, that such licenses granting such Grantor rights in such Intellectual Property), which license shall to be irrevocable prior granted hereunder with respect to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by quality standards with respect to the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with goods or and services of a quality and nature consistent with the quality and reputation with on which such Trademarks were associated when are used by sufficient to preserve the validity of such Grantor prior to Trademarks. For the exercise avoidance of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may be exercised, at the option of the Agent, only be exercised during the continuation of an Event of Default. Furthermore, each Grantor hereby grants to the Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an any Event of Default, provided that any license, sublicense or other transaction entered into document which may be required by the Administrative Agent United States Copyright Office or the United States Patent and Trademark Office or any state office in accordance herewith shall be binding upon order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the Grantors notwithstanding any subsequent cure of an Event of Defaultsame.

Grant of License to Use Intellectual Property. Solely for the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement upon and during the continuance of an Event of Default with respect at such time as the Administrative Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent a Agent, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case possession and control of a Grantor, the right to prosecute and maintain all such Intellectual Property licensed and the right to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in ▇▇▇ for infringement of such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no prior to such Event of Default was continuing, or under any licenses existing as of the date hereofDefault, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks license 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 such Grantor prior granted to the exercise extent not in violation of any then existing licensing or other agreements or arrangements to the license rights set forth herein, extent that waivers cannot be obtained using commercially reasonable efforts and not otherwise unlawful or impermissible); and (iii) no license shall the quality of any services or products in connection with which any Trademarks included in the Article 9 Collateral are used will not be granted under this Section 4.04 materially inferior to the extent that quality of such grant would violate or constitute a default products sold by such Grantor under any agreement such Trademarks immediately prior to which any Grantor is a party. Such license and rights to use such Intellectual Property Event of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)Default. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only be exercised upon the occurrence and during the continuance continuation of an Event of Default, provided that any license, license or 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.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Agent Collateral Agent, effective as of an Event of Default, a nonexclusive 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 GrantorCollateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such Grantor, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver 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 for during the purposes continuance of preparing for sale an Event of Default (it being understood that the foregoing license grant shall be re-instituted upon any subsequent Events of Default), and selling 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 affixing Trademarks owned by the Grantor in its own intellectual property licenses or licensed 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 tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in such Intellectual Property), which license shall be irrevocable prior has the right to the Termination Point (as defined below) and (b) agrees that, subject grant a sublicense to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property hereunder). For the avoidance of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent, only be exercised upon during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Agent Collateral Agent, effective as of an Event of Default, a nonexclusive 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 GrantorCollateral Agent of a certificate of a Responsible Officer of the Borrower to that effect) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such Grantor, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that (i) all of the foregoing rights of the Collateral Agent, and (to the extent permitted by the terms of such licenses and sublicenses) all such licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and the delivery 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 for during the purposes continuance of preparing for sale an Event of Default (it being understood that the foregoing license grant shall be re-instituted upon any subsequent Events of Default), and selling (ii) nothing in this Section 4.03 shall require Grantors to grant any license or sublicense that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the termination of or gives rise to any right of cancellation of any contract, license, agreement, instrument or other document executed with a third party; provided, further, that (x) any such license or sublicense to the Collateral Agent, and any such license or sublicense granted by the Collateral Agent to a third party (including the access rights set forth above), shall include reasonable and customary terms and conditions necessary to preserve the existence, validity 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 the incorporation of standard or customary terms and conditions used by affixing Trademarks owned by the Grantor in its own intellectual property licenses or licensed agreement as of the date of the Event of Default satisfies the foregoing criteria) and (y) 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 (A) the rights to such Intellectual Property that each Grantor tohas reserved for itself and (B) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property intellectual property that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in has the right to grant a sublicense to such Intellectual Propertyintellectual property hereunder), which license shall be irrevocable prior to . For the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance avoidance of an Event of Defaultdoubt, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent, only be exercised upon during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for the purpose of enabling the Administrative Notes Collateral Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Notes Collateral Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Notes Collateral Agent a nonexclusive an irrevocable (until terminated as provided below), nonexclusive, non-transferrable, limited license (exercisable without payment of royalty or other compensation to the Grantor) 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 during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property 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, solely for provided that such nonexclusive license and/or sublicense does not violate the purposes express terms of preparing for sale any agreement between a Grantor and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting or gives such Grantor rights in such Intellectual Property)third party any right of acceleration, which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by modification or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)cancellation therein. The use of such license by the Administrative Notes Collateral Agent may only be exercised exercised, at the option of the Notes Collateral Agent, solely upon the occurrence and solely during the continuance continuation of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. For the avoidance of doubt, at the time of the release of the Liens on any Collateral as set forth in Section 7.12, the license granted to the Notes Collateral Agent pursuant to this Section 5.03 with respect to such Collateral shall automatically and immediately terminate.

Grant of License to Use Intellectual Property. Solely 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 IP Collateral, for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Collateral Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent a Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights IP Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely for provided, however, that any such license granted by the purposes Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of preparing for sale the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and selling prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (including by affixing Trademarks owned by 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 licensed applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that each Grantor tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property IP Collateral that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in has the right to grant a sublicense to such Intellectual PropertyIP Collateral hereunder). The use of such license by the Collateral Agent may only be exercised, which license shall be irrevocable prior to at the Termination Point (as defined below) option of the Collateral Agent, after the occurrence and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance 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 immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement and all rights that may sell Inventory which bears be deemed to have vested in the Collateral Agent shall be and hereby are assigned, transferred and conveyed to the Grantors. Nothing in this Section 4.01 shall require a Grantor to grant any Trademark owned license that is prohibited by any rule of law, statute or licensed 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 Grantor (property or otherwise unreasonably prejudices the value thereof to the extent permitted under relevant Grantor. In the Intellectual Property licenses granting such Grantor rights event the license set forth in such Trademark) and this Section 4.01 is exercised with regard to any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to Trademarks, then the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that following shall apply: (i) such license all goodwill arising from any licensed or sublicensed use of any Trademark shall be subject inure to the rights of any licensee under a license permitted by the last proviso of Section 6.05 benefit of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, Grantor; (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, ; and (iii) no license at the Grantor’s request and expense, licensees and sublicensees shall be granted under this Section 4.04 provide reasonable cooperation in any effort by the Grantor to maintain the extent that such grant would violate registration or constitute a default under any agreement to which any Grantor is a party. Such license otherwise secure the ongoing validity and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use effectiveness of such license by licensed Trademarks, including, without limitation the Administrative Agent may only be exercised upon the occurrence actions and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. Solely for 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 remedies at any time after and during the continuance of an Event of Default with respect Default, subject to Collateral consisting the terms of Inventorythe Intercreditor Agreements, each Grantor hereby (a) grants to the Administrative Agent a nonexclusive nonexclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty or other compensation to the GrantorEvent of Default) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default (together with the Borrower’s written notice to the Administrative Agent of such termination or cure) and shall be exercised by the Administrative Agent solely for in connection with the purposes Administrative Agent’s exercise of preparing for sale remedies pursuant to Section 4.01 and, to the extent reasonably practicable, upon prior written notice to the Borrower, and selling (including nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by affixing Trademarks owned 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 or licensed 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 enforceability 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, 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 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 tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted to which such Grantor has the right to grant a sublicense under the such Intellectual Property licenses granting hereunder). For the avoidance of doubt, the use of such Grantor rights in such Intellectual Property), which license shall by the Administrative Agent may be irrevocable prior to the Termination Point (as defined below) and (b) agrees thatexercised, subject to the foregoing terms of the Intercreditor Agreements, at the option of the Administrative Agent, only during the continuance of an Event of Default. Subject to the terms of the Intercreditor Agreements, upon the occurrence and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed also exercise the rights afforded under Section 4.01 of this Agreement with respect to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights contained in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance 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 DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement at such time as the Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor grants (such grant effective solely after the occurrence and during the continuance of an Event of Default with respect Default) to Collateral consisting (in the Agent’s sole discretion) a designee of Inventorythe Agent or the Agent, each Grantor hereby (a) grants to for the Administrative Agent a nonexclusive benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorany Pledgor) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for past infringement of the purposes Intellectual Property; provided, however, that nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of preparing for sale and selling (including by affixing Trademarks owned by law, statute or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (regulation, or is prohibited by, or constitutes a breach or default under or results in the case of Intellectual Property licensed to such Grantor by a termination of, any contract, license, instrument or other agreement with an unaffiliated third party, to the extent permitted under not prohibited by the Credit Agreement, with respect to such Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered part of the Collateral now owned or hereafter acquired by any Copyright owned by or licensed such Grantor; and provided, further, that such licenses to such Grantor (be granted hereunder with respect to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by quality standards with respect to the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with goods or and services of a quality and nature consistent with the quality and reputation with on which such Trademarks were associated when are used by sufficient to preserve the validity of such Grantor prior to Trademarks. For the exercise avoidance of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may be exercised, at the option of the Agent, only be exercised during the continuation of an Event of Default. Furthermore, each Grantor hereby grants to the Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an any Event of Default, provided any document that any license, sublicense or other transaction entered into may be required by the Administrative Agent United States Copyright Office or the United States Patent and Trademark Office or any state office in accordance herewith shall be binding upon order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the Grantors notwithstanding any subsequent cure of an Event of Defaultsame.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Collateral Agent a nonexclusive nonexclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty or other compensation to the GrantorEvent of Default) to use, license or or, solely to the extent necessary to exercise those rights and remedies, sublicense during any of the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such Grantor, and wherever the same are located, and including in such license reasonable necessary access to all media in which any of the such licensed items may be are recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, solely for however, that all of the purposes foregoing rights of preparing for sale the Collateral Agent to use such licenses, sublicenses and selling other rights, and (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under by the Intellectual Property terms of such licenses granting such Grantor rights in such Intellectual Property)and sublicenses) all licenses and sublicenses granted thereunder, which license shall expire immediately upon the termination or cure of all Events of Default and shall be irrevocable prior to exercised by the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, Collateral Agent solely during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that nothing in this Section 4.3 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the Administrative Agent may sell Inventory which bears termination of or gives rise to any Trademark owned by right of cancellation under any contract, license, agreement, instrument or licensed other document evidencing, giving rise to such Grantor (or theretofore granted, to the extent permitted under by the Intellectual Property Indenture, with respect to such property or otherwise prejudices the value thereof to the relevant Grantor; provided, further, that such licenses granting granted hereunder with respect to Trademarks material to the business of such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreementrestrictions, in each case granted while no Event of Default was continuingincluding, or under any licenses existing without limitation restrictions as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with to goods or services associated with such Trademarks and the maintenance of a quality standards with respect to the goods and nature consistent with the quality and reputation with services on which such Trademarks were associated when used by are used, sufficient to preserve the validity and value of such Grantor prior to Trademarks. For the exercise avoidance of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent, only be exercised during the continuation of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor. Upon the occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor , provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.1 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for 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 Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor grants (such grant effective solely after the occurrence and during the continuance of an Event of Default with respect Default) to Collateral consisting (in the Agent’s sole discretion) a designee of Inventorythe Agent or the Agent, each Grantor hereby for the benefit of the Secured Parties, an irrevocable (a) grants to the Administrative Agent a nonexclusive but terminable, upon termination of this Agreement), non-exclusive license (exercisable without payment of royalty or other compensation to the any Grantor) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such Grantor, wherever the same may be located, and including in such license reasonable access the right to prosecute and maintain all media in which any Intellectual Property and the right to s▇▇ for past infringement of the licensed items may be recorded Intellectual Property; provided, however, that nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by any rule of law, statute or stored and to all computer software and programs used for the compilation regulation, or printout thereofis prohibited by, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (constitutes a breach or default under, or results in the case right of Intellectual Property licensed an unaffiliated third party to such Grantor by a terminate, any contract, license, instrument or other agreement with an unaffiliated third party, to the extent permitted under by the Credit Agreement, with respect to such Intellectual Property Collateral; and provided, further, that such licenses granting such Grantor rights in such Intellectual Property), which license shall to be irrevocable prior granted hereunder with respect to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by quality standards with respect to the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with goods or and services of a quality and nature consistent with the quality and reputation with on which such Trademarks were associated when are used by sufficient to preserve the validity of such Grantor prior to Trademarks. For the exercise avoidance of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may be exercised, at the option of the Agent, only be exercised during the continuation of an Event of Default. Furthermore, each Grantor hereby grants to the Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an any Event of Default, provided that any license, sublicense or other transaction entered into document which may be required by the Administrative Agent United States Copyright Office or the United States Patent and Trademark Office or any state office in accordance herewith shall be binding upon order to effect an absolute assignment of all right, title and interest in each Patent, Trademark or Copyright, and to record the Grantors notwithstanding any subsequent cure of an Event of Defaultsame.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Collateral Agent a nonexclusive non-exclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty such Event of Default (and all other Events of Default)) for cash, upon credit or other compensation to for future delivery as the Grantor) Collateral Agent shall deem appropriate to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights included in the Article 9 Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, solely for however, that all of the purposes foregoing rights of preparing for sale the Collateral Agent to use such licenses, sublicenses and selling other rights, and (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under by the Intellectual Property terms of such licenses granting such Grantor rights in such Intellectual Property)and sublicenses) all licenses and sublicenses granted thereunder, which license shall expire immediately upon the termination or cure of all Events of Default and shall be irrevocable prior to exercised by the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, Collateral Agent solely during the continuance of an Event of DefaultDefault 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 Administrative Agent may sell Inventory which bears termination of any Trademark owned by contract, license, agreement, instrument or licensed other document evidencing, giving rise to such Grantor (or theretofore granted, to the extent permitted under by the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed Credit Agreement, with respect to such Grantor (property or otherwise unreasonably prejudices the value thereof to the extent permitted under the Intellectual Property relevant Grantor; provided, further, that such licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed granted hereunder with respect to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license Trademarks shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreementrestrictions, in each case granted while no Event of Default was continuingincluding, or under any licenses existing without limitation restrictions as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with to goods or services associated with such Trademarks and the maintenance of a quality standards with respect to the goods and nature consistent with the quality and reputation with services on which such Trademarks were associated when used by are used, sufficient to preserve the validity and value of such Grantor prior to Trademarks. For the exercise avoidance of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent, only be exercised upon during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, provided that any licensesubject to the limitations set forth herein, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Collateral Agent a nonexclusive nonexclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty or other compensation to the GrantorEvent of Default) to use, license or or, solely to the extent necessary to exercise those rights and remedies, sublicense during any of the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such Grantor, and wherever the same are located, and including in such license reasonable necessary access to all media in which any of the such licensed items may be are recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, solely for however, that all of the purposes foregoing rights of preparing for sale the Collateral Agent to use such licenses, sublicenses and selling other rights, and (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under by the Intellectual Property terms of such licenses granting such Grantor rights in such Intellectual Property)and sublicenses) all licenses and sublicenses granted thereunder, which license shall expire immediately upon the termination or cure of all Events of Default and shall be irrevocable prior to exercised by the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, Collateral Agent solely during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor; provided, further, that nothing in this Section 4.3 shall require Grantors to grant any license that is prohibited by any rule of law, statute or regulation, or is prohibited by, or constitutes a breach or default under or results in the Administrative Agent may sell Inventory which bears termination of or gives rise to any Trademark owned by right of cancellation under any contract, license, agreement, instrument or licensed other document evidencing, giving rise to such Grantor (or theretofore granted, to the extent permitted under by the Intellectual Property Credit Agreement, with respect to such property or otherwise prejudices the value thereof to the relevant Grantor; provided, further, that such licenses granting granted hereunder with respect to Trademarks material to the business of such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreementrestrictions, in each case granted while no Event of Default was continuingincluding, or under any licenses existing without limitation restrictions as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with to goods or services associated with such Trademarks and the maintenance of a quality standards with respect to the goods and nature consistent with the quality and reputation with services on which such Trademarks were associated when used by are used, sufficient to preserve the validity and value of such Grantor prior to Trademarks. For the exercise avoidance of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent, only be exercised during the continuation of an Event of Default and upon 10 Business Days’ prior written notice to the applicable Grantor. Upon the occurrence and during the continuance of an Event of DefaultDefault and upon 10 Business Days’ prior written notice to the applicable Grantor, provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.1 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Administrative Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, subject to the OCS Provision each Grantor hereby (a) grants to the Administrative Agent a an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property 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, solely for the purposes of preparing for sale right to prosecute and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of maintain all Intellectual Property licensed and the right to such Grantor by a third party▇▇▇ for past, to the extent permitted under present or future infringement of the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would non-exclusive license (a) does not violate or constitute a default under the express terms of any agreement to which between a Grantor and a third party governing the applicable Grantor’s use of such Collateral consisting of Intellectual Property, or gives such third party any Grantor right of acceleration, modification or cancelation therein and (b) is a party. Such license and rights to use such Intellectual Property not prohibited by any Requirements of any Grantor shall terminate automatically without notice or Law other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligationsthan, in each case for which no claim has been made) and case, to the Lenders have no further commitment extent that any such term or prohibition would be rendered ineffective pursuant to lend under any other applicable Requirements of Law, including pursuant to Sections 9-406, 9-407, 9-408 or 9-409 of the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has New York UCC or any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”other applicable law). The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only be exercised upon the occurrence and during the continuance continuation of an Event of Default, ; provided that any license, sublicense or other transaction entered into by the Administrative 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. Solely 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 during at such time as the continuance of an Event of Default with respect Collateral Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Collateral Agent a an irrevocable, nonexclusive license (exercisable without payment of rent, royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights Collateral now owned or hereafter acquired by such Grantor, and wherever the same may be located (whether or not any license agreement by and between any Grantor and any other Person relating to the use of such Intellectual Property Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely for provided, however, that any license granted by the purposes Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity, and value of preparing for sale the affected Intellectual Property Collateral, including, without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and selling prohibiting the use of false notices, protecting Trademarks in the manner set forth below (including by affixing Trademarks owned by 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 licensed applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such Intellectual Property Collateral above and beyond (x) the rights to such Intellectual Property Collateral that each Grantor tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property Collateral that is licensed to any such Grantor by a third party, to the extent permitted under to which such Grantor has the right to grant a sublicense to such Intellectual Property licenses granting Collateral hereunder). The use of such Grantor rights in such Intellectual Property)license by the Collateral Agent may only be exercised, which license shall be irrevocable prior to at the Termination Point (as defined below) and (b) agrees that, subject to option of the foregoing and in connection therewithCollateral Agent, during the continuance continuation of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided that any license, sublicense or other transaction entered into by the Collateral Agent in each case that accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (i) such license all goodwill arising from any licensed or sublicensed use of any Trademark shall be subject inure to the rights of any licensee under a license permitted by the last proviso of Section 6.05 benefit of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, Grantor; (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, ; and (iii) no license at the Grantor's request and expense, licensees and sublicensees shall be granted under this Section 4.04 provide reasonable cooperation in any effort by the Grantor to maintain the extent that such grant would violate registration or constitute a default under any agreement to which any Grantor is a party. Such license otherwise secure the ongoing validity and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use effectiveness of such license by licensed Trademarks, including, without limitation the Administrative Agent may only be exercised upon the occurrence actions and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.Section 4.02

Grant of License to Use Intellectual Property. Solely Upon the occurrence and during the continuance of an Event of Default, for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement during the continuance of an Event of Default with respect to Collateral consisting of InventoryAgreement, each Grantor hereby (a) grants to the Administrative Collateral Agent a an irrevocable (until terminated as provided below), nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license use or sublicense during (to its contractors, agents or representatives, or otherwise exercising its remedies hereunder) any of the continuance Collateral consisting of an Event of Default any Intellectual Property 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, thereof to the extent permitted under that such non-exclusive license (a) does not violate the Intellectual Property licenses granting express terms of any agreement between a Grantor and a third party governing such Grantor rights in such Collateral consisting of Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) or gives such third party any right of acceleration, modification, termination or cancellation therein and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered not prohibited by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided hereinapplicable Requirements of Law; provided in each case that such license and sublicenses, (i) such license with respect to Trademarks, shall be subject to the rights maintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks and the inurement of any licensee under a license permitted goodwill created by the last proviso use of Section 6.05 such Trademarks to the benefit of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, applicable Grantors and (ii) in connection with any such sale of Inventory or otherwiserespect to trade secrets, such 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 such Grantor prior subject to the exercise requirement that the secret status of the license rights set forth herein, such trade secrets be maintained and (iii) no license shall be granted under this Section 4.04 reasonable steps are taken to the extent ensure that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)they are maintained. The use of such license by the Administrative Collateral Agent and the use of any sublicense granted by the Collateral Agent may only be exercised upon the occurrence and solely during the continuance continuation of an Event of Default, ; provided that upon any termination of such Event of Default, any license, sublicense or other transaction entered into by the Administrative Collateral Agent in accordance herewith shall be binding upon automatically and immediately terminate. For the Grantors notwithstanding avoidance of doubt, at the time of the release of the Liens on any subsequent cure of an Event of DefaultCollateral as set forth in Section 5.13, the license granted to the Collateral Agent pursuant to this Section 4.04 with respect to such Collateral shall automatically and immediately terminate. ARTICLE V Miscellaneous SECTION 5.

Grant of License to Use Intellectual Property. Solely 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 Agent to exercise rights occurrence and remedies under this Agreement during the continuance of an Event of Default with respect Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to Collateral consisting effect an absolute assignment of Inventoryall right, title and interest in any registered Intellectual Property and each Grantor hereby (a) grants to application for such registration, and record the Administrative Agent a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantor) to use, license or sublicense during the continuance of same. If an Event of Default shall occur and be continuing, the Notes Collateral Agent may, by written notice to the relevant Grantor, take any or all of the following actions: (i) declare the entire right, title and interest of such Grantor in and to the 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 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 rights now owned in any manner whatsoever, directly or hereafter acquired by indirectly, and such GrantorGrantor 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, including United States Patent and Trademark Office, equivalent office in such license a state of the United States or applicable Domain Name registrar to the Notes 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, Patent 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 for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting by such Grantor rights in such Intellectual Property), which license shall be irrevocable prior as it pertains to the Termination Point (as defined below) and (b) agrees thatCollateral, subject to the foregoing and in connection therewith, each case solely during the continuance occurrence and continuation of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence Upon and during the continuance continuation of an Event of DefaultDefault along with the intention to take enforcement action pursuant to the Indenture, provided that any licenseeach Grantor shall, sublicense 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 licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to the Notes Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Defaultor its designee.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Second Lien Agent to exercise rights and remedies under this Agreement at such time as the Second Lien Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Second Lien Agent a nonexclusive 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 Issuers to the GrantorSecond 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 during any of the continuance of an Event of Default any Intellectual Property 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; provided, however, 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 for during the purposes continuance of preparing for sale an Event of Default and selling (including 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 affixing Trademarks owned 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 or licensed 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 the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, 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 tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in such Intellectual Property), which license shall be irrevocable prior has the right to the Termination Point (as defined below) and (b) agrees that, subject grant a sublicense to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property hereunder). For the avoidance of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Second Lien Agent may be exercised, at the option of the Second Lien Agent, only be exercised upon during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Second Lien Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for 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 remedies at any time after and during the continuance of an Event of Default with respect Default, subject to Collateral consisting the terms of Inventorythe Intercreditor Agreements, each Grantor hereby (a) grants to the Administrative Agent a nonexclusive nonexclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty or other compensation to the GrantorEvent of Default) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default (together with the Borrower’s written notice to the Administrative Agent of such termination or cure) and shall be exercised by the Administrative Agent solely for in connection with the purposes Administrative Agent’s exercise of preparing for sale remedies pursuant to Section 4.01 and, to the extent reasonably practicable, upon prior written notice to the Borrower, and selling (including nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by affixing Trademarks owned 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 or licensed 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 enforceability 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, 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 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 tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in such Intellectual Property), which license shall be irrevocable prior has the right to the Termination Point (as defined below) and (b) agrees that, subject grant a sublicense to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property hereunder). For the avoidance of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance 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.of

Grant of License to Use Intellectual Property. Solely for Each Grantor shall grant to the purpose Collateral Agent an irrevocable absolute power of enabling attorney to sign, upon the Administrative Agent to exercise rights occurrence and remedies under this Agreement during the continuance of an Event of Default with Default, any document which may be required by the Canadian Intellectual Property Office or similar registrar in order to effect an absolute assignment of all right, title and interest in any registered Intellectual Property to the extent constituting Collateral and each application for such registration, and record the same. With respect to any Collateral consisting of InventoryIntellectual Property, each Grantor hereby (a) grants to the Administrative Agent a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantor) to use, license or sublicense during the continuance of if an Event of Default shall occur and be continuing, the Collateral Agent may, by written notice to the relevant Grantor, take any or 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 rights now owned in any manner whatsoever, directly or hereafter acquired by indirectly, and such Grantor, including 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 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, Copyright License or Trademark License constituting Collateral shall enure to the benefit of the Collateral Agent, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting by such Grantor rights in such Intellectual Property), which license shall be irrevocable prior as it pertains to the Termination Point (as defined below) and (b) agrees thatCollateral, subject to the foregoing and in connection therewith, each case solely during the continuance occurrence and continuation of an Event of Default, . Upon and during the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed continuation of an Event of Default along with the intention to such Grantor (take enforcement action pursuant to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuingGrantor shall, or under any licenses existing as at the reasonable request of the date hereofCollateral Agent, (ii) in connection with any use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such sale of Inventory or otherwiseGrantor’s right, such licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality title and nature consistent with the quality and reputation with which such Trademarks were associated when used by such Grantor prior interest thereunder to the exercise Collateral Agent or its designee. This power of attorney is coupled with an interest, is given for valuable consideration (the receipt and adequacy of which is acknowledged) and survives, and does not terminate upon, the bankruptcy, dissolution, winding up or insolvency of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance 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 Defaultrelevant Grantor.

Grant of License to Use Intellectual Property. Solely for Each Grantor shall grant to the purpose Collateral Agent an irrevocable absolute power of enabling attorney to sign, upon the Administrative Agent to exercise rights occurrence and remedies under this Agreement during the continuance of an Event of Default with respect Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to Collateral consisting effect an absolute assignment of Inventoryall right, title and interest in any registered Intellectual Property and each Grantor hereby (a) grants to application for such registration, and record the Administrative Agent a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantor) to use, license or sublicense during the continuance of same. If an Event of Default shall occur and be continuing, the Collateral Agent may, by written notice to the relevant Grantor, take any or all of the following actions: (i) declare the entire right, title and interest of such Grantor in and to the 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 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 rights now owned in any manner whatsoever, directly or hereafter acquired by indirectly, and such GrantorGrantor 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, including United States Patent and 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, Patent 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 for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting by such Grantor rights in such Intellectual Property), which license shall be irrevocable prior as it pertains to the Termination Point (as defined below) and (b) agrees thatCollateral, subject to the foregoing and in connection therewith, each case solely during the continuance occurrence and continuation of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence Upon and during the continuance continuation of an Event of DefaultDefault along with the intention to take enforcement action pursuant to the Indenture, provided that any licenseeach Grantor shall, sublicense 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 licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such Grantor’s right, title and interest thereunder to the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Defaultor its designee.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Collateral Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies and permitted to exercise such rights and remedies pursuant to the Intercreditor Agreement, each Grantor hereby (a) grants to (in the Administrative Collateral Agent’s sole discretion) a designee of the Collateral Agent a or the Collateral Agent an irrevocable (except as otherwise provided herein), nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during (in each case to the continuance extent of an Event such Grantor’s rights therein and to the extent permitted by then-existing license or other agreements relating thereto) any of Default any the Article 9 Collateral consisting of Intellectual Property 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to revocable after such time as when the rights of any licensee under a license permitted by Total Commitment has terminated and the last proviso of Loans and Notes (in each case together with interest thereon), Fees and all other Obligations (other than indemnities described in Section 6.05 7.03 and the other provisions of the Credit Agreement or by Section 6.02(bDocuments which are not then due and payable) of the Credit Agreementincurred hereunder and thereunder, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been are paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)full. The use of such license by the Administrative Collateral Agent may shall be exercised, at the option of the Collateral Agent, only be exercised upon the occurrence and during the continuance of an Event of DefaultDefault that is continuing, provided that any license, sublicense or other transaction entered into in good faith by the Administrative 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. Solely for Each Grantor shall grant to the purpose Collateral Agent an irrevocable absolute power of enabling attorney to sign, upon the Administrative Agent to exercise rights occurrence and remedies under this Agreement during the continuance of an Event of Default with 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 to the extent constituting Article 9 Collateral and each application for such registration, and record the same. With respect to any Article 9 Collateral consisting of InventoryIntellectual Property, each Grantor hereby (a) grants to the Administrative Agent a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantor) to use, license or sublicense during the continuance of if an Event of Default shall occur and be continuing, the Collateral Agent may, by written notice to the relevant Grantor, take any or 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 rights now owned in any manner whatsoever, directly or hereafter acquired by indirectly, and such GrantorGrantor shall execute such further documents that the Collateral Agent may reasonably 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, including United States Patent and 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, solely for the purposes of preparing for sale ; and selling (including by affixing Trademarks owned by or licensed to such Grantor tov) any of such each Grantor’s Inventory directly rights under any Patent License, Copyright License or Trademark License constituting Article 9 Collateral shall inure to any Person (in the case benefit of Intellectual Property licensed to such Grantor by a third partythe Collateral Agent, to the extent permitted under the Intellectual Property licenses granting by such Grantor rights in such Intellectual Property), which license shall be irrevocable prior as it pertains to the Termination Point (as defined below) and (b) agrees thatCollateral, subject to the foregoing and in connection therewith, each case during the continuance occurrence and continuation of an Event of Default, . Upon and during the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed continuation of an Event of Default along with the intention to such Grantor (take enforcement action pursuant to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuingGrantor shall, or under any licenses existing as at the reasonable request of the date hereofCollateral Agent, (ii) in connection with any use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such sale of Inventory or otherwiseGrantor’s right, such licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality title and nature consistent with the quality and reputation with which such Trademarks were associated when used by such Grantor prior interest thereunder to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate Collateral Agent or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance 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 Defaultits designee.

Grant of License to Use Intellectual Property. Solely for 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 remedies at any time after and during the continuance of an Event of Default with respect Default, subject to Collateral consisting the terms of Inventorythe Intercreditor Agreements, each Grantor hereby (a) grants to the Administrative Agent a nonexclusive nonexclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty or other compensation to the GrantorEvent of Default) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights now owned or hereafter acquired by such GrantorGrantor or for which such Grantor has the ability to grant sublicenses, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Administrative Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default (together with the Borrower’s written notice to the Administrative Agent of such termination or cure) and shall be exercised by the Administrative Agent solely for in connection with the purposes Administrative Agent’s exercise of preparing for sale remedies pursuant to Section 4.01 and, to the extent reasonably practicable, upon prior written notice to the Borrower, and selling (including nothing in this Section 4.03 shall require Grantors to grant any license that is prohibited by affixing Trademarks owned 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 or licensed 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 19 party shall include reasonable and customary terms and conditions necessary to preserve the existence, validity and enforceability 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, 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 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 tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted to which such Grantor has the right to grant a sublicense under the such Intellectual Property licenses granting hereunder). For the avoidance of doubt, the use of such Grantor rights in such Intellectual Property), which license shall by the Administrative Agent may be irrevocable prior to the Termination Point (as defined below) and (b) agrees thatexercised, subject to the foregoing terms of the Intercreditor Agreements, at the option of the Administrative Agent, only during the continuance of an Event of Default. Subject to the terms of the Intercreditor Agreements, upon the occurrence and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed also exercise the rights afforded under Section 4.01 of this Agreement with respect to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights contained in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance 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 DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default Administrative Agent shall be lawfully entitled to exercise such rights and remedies with respect to Collateral consisting of Inventory (including the sale of any such Inventory), each Grantor hereby (a) grants to the Administrative Agent a an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during the continuance of an Event of Default any 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, solely the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the purposes of preparing for sale Intellectual Property, and selling (including by affixing Trademarks owned by or licensed to such Grantor tob) irrevocably agrees that the Administrative Agent may sell any of such Grantor’s Inventory directly to any Person (in person, including Persons who have previously purchased the case of Intellectual Property licensed to Grantor’s Inventory from such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance with any such sale or other enforcement of an Event of Default, the Administrative Agent Agent’s rights under this Security Agreement, may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may finish any work in process and affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised exercised, at the option of the Administrative Agent, upon the occurrence and during the continuance continuation of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative 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. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Collateral Agent a nonexclusive non-exclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty or other compensation to the GrantorEvent of Default) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property 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 such licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, solely for however, that all of the purposes foregoing rights of preparing for sale the Collateral Agent to use such licenses, sublicenses and selling other rights, and (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under by the Intellectual Property terms of such licenses granting such Grantor rights in such Intellectual Property)and sublicenses) all licenses and sublicenses granted thereunder, which license shall expire immediately upon the termination or cure of all Events of Default and shall be irrevocable prior to exercised by the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, Collateral Agent solely during the continuance of an Event of DefaultDefault and upon 10 days’ prior written notice to the applicable Grantor; provided, further, that 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 Administrative Agent may sell Inventory which bears termination of any Trademark owned by contract, license, agreement, instrument or licensed other document evidencing, giving rise to such Grantor (or theretofore granted, to the extent permitted under by the Intellectual Property Credit Agreement, with respect to such property or otherwise unreasonably prejudices the value thereof to the relevant Grantor; provided, further, that such licenses granting granted hereunder with respect to Trademarks material to the business of such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreementrestrictions, in each case granted while no Event of Default was continuingincluding, or under any licenses existing without limitation restrictions as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with to goods or services associated with such Trademarks and the maintenance of a quality standards with respect to the goods and nature consistent with the quality and reputation with services on which such Trademarks were associated when used by are used, sufficient to preserve the validity and value of such Grantor prior to Trademarks. For the exercise avoidance of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent, only be exercised during the continuation of an Event of Default and upon 10 days’ notice to the applicable Grantor. Upon the occurrence and during the continuance of an Event of DefaultDefault and upon 10 days’ notice to the applicable Grantor, provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement during Article at such time as the continuance of an Event of Default with respect Administrative Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent a nonexclusive an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during sub-license any of the continuance Collateral consisting of an Event of Default any Intellectual Property rights (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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, ; except to the extent permitted under that the Intellectual Property licenses granting of such Grantor rights license would (i) result in the permanent destruction of the validity or value of such Intellectual Property), which license shall be irrevocable prior to (ii) violate the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance terms of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed agreements relating to such Grantor (to the extent permitted under the Intellectual Property licenses granting 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 rights 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 Trademarklicense 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, (iii) and result in the termination of or give rise to any Inventory that is covered right of acceleration, modification or cancellation under any agreement evidencing, giving rise to a right to use or theretofore granted with respect to such Intellectual Property, or (iv) be prohibited by any Copyright owned by rule of law, statute or licensed regulation; provided, further, that any license or sublicense granted hereunder with respect to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection quality standards with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with respect to goods or and services of a quality and nature consistent with the quality and reputation with on which such Trademarks were associated when are used by sufficient to preserve the validity of such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)Trademarks. The use of such license by the Administrative Agent may only shall be exercised exercised, at the option of the Administrative Agent, solely upon the occurrence and during the continuance 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.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement during at such time as the Administrative Agent shall be lawfully entitled to exercise such rights and remedies, effective upon the occurrence and continuance of an Event of Default with respect to Collateral consisting of Inventory, each Grantor hereby grants (abut subject always to the then existing licensing arrangements or other rights of third parties) grants to the Administrative Agent a an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property rights 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised exercised, at the option of the Administrative Agent, upon the occurrence and during the continuance continuation of an Event of Default. If (i) an Event of Default shall have occurred and, provided 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; provided, after giving effect to such reassignment, the Administrative Agent’s security interest granted pursuant hereto, as well as all other rights and remedies of the Administrative Agent granted hereunder, shall continue to be in accordance herewith full force and effect; provided further, the rights, title and interests so reassigned shall be binding upon free and clear of all Liens other than Liens (if any) encumbering such rights, title and interest at the Grantors notwithstanding any subsequent cure time of an Event their assignment to the Administrative Agent and Liens permitted pursuant to 6.02 of Defaultthe Credit Agreement.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at and during the continuance of such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies upon the occurrence and at any time during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Collateral Agent a nonexclusive nonexclusive, royalty-free, limited license (exercisable without payment until the termination or cure of royalty or other compensation to the GrantorEvent of Default) to use, license or sublicense during (to the continuance extent permitted by the terms of an Event such licenses and sublicenses) any of Default any the Intellectual Property rights now owned or hereafter acquired by such Grantor, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the termination or cure of all Events of Default (together with the Borrower’s written notice to the Collateral Agent of such termination or cure) and shall be exercised by the Collateral Agent solely for in connection with the purposes Collateral Agent’s exercise of preparing for sale remedies pursuant to Section 4.01 (it being understood that the Collateral Agent may re-exercise the rights granted hereunder in the event of subsequent Events of Default), and selling (including nothing in this Section 4.03 shall require Grantors to grant any license or sublicense that is prohibited by affixing Trademarks owned by any rule of law, statute or licensed 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 Intellectual Property; provided, further, that any such license or sublicense and any such license or sublicense granted by the Collateral Agent to a third party shall include reasonable and customary terms and conditions necessary to preserve the existence, validity, enforceability and value of the affected Intellectual Property, including provisions requiring the continuing confidential handling of trade secrets, and quality control and provisions with regard to Trademarks (it being understood that such terms used by such Grantor toin its agreements concerning Intellectual Property as of the Event of Default satisfies the foregoing requirement) (it being further 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 Grantor’s Inventory directly Intellectual Property above and beyond (x) the rights to any Person such Intellectual Property that each Grantor is entitled under applicable law or contract and (y) in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted under to which such Grantor has the right to grant a sublicense to such Intellectual Property licenses granting hereunder). For the avoidance of doubt, the use of such Grantor rights in such Intellectual Property)license by the Collateral Agent may be exercised, which license shall be irrevocable prior to at the Termination Point (as defined below) and (b) agrees thatoption of the Collateral Agent, subject to the foregoing and in connection therewith, only during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon Upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely 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 IP Collateral, for the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Collateral Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each the Grantor hereby (a) grants to the Administrative Agent a Collateral Agent, for the benefit of the Secured Parties, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the Grantor) to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property rights IP Collateral now owned or hereafter acquired by such the Grantor, and wherever the same may be located (whether or not any license agreement by and between the Grantor and any other Person relating to the use of such IP Collateral may be terminated hereafter), and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereofthereof provided, solely for however, that any such license granted by the purposes Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of preparing for sale the affected IP Collateral, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and selling prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (including by affixing Trademarks owned by it being understood and agreed that, without limiting any other rights and remedies of the Collateral Agent under this Agreement, any other Credit Document or licensed applicable law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to such IP Collateral above and beyond (x) the rights to such IP Collateral that the Grantor tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property IP Collateral that is licensed to such the Grantor by a third party, to the extent permitted under to which the Intellectual Property licenses granting Grantor has the right to grant a sublicense to such Grantor rights in IP Collateral hereunder). The use of such Intellectual Property)license by the Collateral Agent may only be exercised, which license shall be irrevocable prior to at the Termination Point (as defined below) and (b) agrees that, subject to option of the foregoing and in connection therewithCollateral Agent, during the continuance continuation of an Event of Default; provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may sell Inventory which bears in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 shall require the Grantor to grant any Trademark owned license that is prohibited by any rule of law, statute or licensed 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 Grantor (property or otherwise unreasonably prejudices the value thereof to the extent permitted under relevant Grantor. In the Intellectual Property licenses granting such Grantor rights event the license set forth in such Trademark) and this Section 4.01 is exercised with regard to any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to Trademarks, then the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that following shall apply: (i) such license all goodwill arising from any licensed or sublicensed use of any Trademark shall be subject inure to the rights of any licensee under a license permitted by the last proviso of Section 6.05 benefit of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, Grantor; (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, ; and (iii) no license at the Grantor’s request and expense, licensees and sublicensees shall be granted under this Section 4.04 provide reasonable cooperation in any effort by the Grantor to maintain the extent that such grant would violate registration or constitute a default under any agreement to which any Grantor is a party. Such license otherwise secure the ongoing validity and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use effectiveness of such license by licensed Trademarks, including, without limitation the Administrative Agent may only be exercised upon the occurrence actions and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.

Grant of License to Use Intellectual Property. Solely for (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 with respect to Collateral consisting of Inventory, each Grantor hereby (aDefault) grants to the Administrative Agent, for the benefit of the Administrative Agent and 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 GrantorGrantors) to use, license or sublicense during the continuance of an Event of Default any Intellectual Property rights reasonably related to the Collateral now owned or hereafter acquired by such Grantor, including and wherever the same may be located in the United States; provided, that such license shall be limited to the purposes and scope of any license granted hereunder and only be used to the extent necessary for the Administrative Agent to exercise the remedies expressly set forth in Section 18(c); provided, further that any such license granted by the Administrative Agent to a third party shall be limited to include reasonable access and customary terms necessary to all media in which any preserve the existence and validity of the licensed items may affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, protecting and maintaining the quality standards of the Trademarks in the manner set forth below (it being understood and agreed that, nothing in the foregoing license grant shall be recorded or stored construed as granting the Administrative Agent rights in and to all computer software such Intellectual Property above and programs used for beyond (x) the compilation or printout thereof, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed rights to such Intellectual Property that each Grantor tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in has the right to grant a sublicense to such Intellectual PropertyIP Collateral hereunder), which license shall be irrevocable prior to the Termination Point (as defined below) and . (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only be exercised upon the occurrence and during the continuance continuation of an Event of Default, Default 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, and consistent with the terms and conditions set forth herein, the Administrative Agent may sell any of such Grantor’s Inventory directly to any Person, including Persons that 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 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.

Grant of License to Use Intellectual Property. Solely for the purpose of enabling the Administrative Agent Noteholder Representative to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Noteholder Representative shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent a nonexclusive Noteholder Representative an irrevocable, nonexclusive, non-transferrable, limited license (exercisable without payment of royalty or other compensation to the Grantor) 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 during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property 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, solely for provided that such nonexclusive license and/or sublicense does not violate the purposes express terms of preparing for sale any agreement between a Grantor and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting or gives such Grantor rights in such Intellectual Property)third party any right of acceleration, which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by modification or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)cancellation therein. The use of such license by the Administrative Agent Noteholder Representative may only be exercised exercised, at the option of the Noteholder Representative, solely upon the occurrence and solely during the continuance 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 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 Noteholder 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 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. Solely for Each Grantor shall grant to the purpose Collateral Agent an irrevocable absolute power of enabling attorney to sign, upon the Administrative Agent to exercise rights occurrence and remedies under this Agreement during the continuance of an Event of Default with respect Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to Collateral consisting effect an absolute assignment of Inventoryall right, title and interest in any registered Intellectual Property and each Grantor hereby (a) grants to application for such registration, and record the Administrative Agent a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantor) to use, license or sublicense during the continuance of same. If an Event of Default shall occur and be continuing, the Collateral Agent may, by written notice to the relevant Grantor, take any or all of the following actions: (i) declare the entire right, title and interest of such Grantor in and to the 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 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 rights now owned in any manner whatsoever, directly or hereafter acquired by indirectly, and such GrantorGrantor 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, including United States Patent and 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, Patent 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 for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting by such Grantor rights in such Intellectual Property), which license shall be irrevocable prior as it pertains to the Termination Point (as defined below) and (b) agrees thatCollateral, subject to the foregoing and in connection therewith, each case solely during the continuance occurrence and continuation of an Event of Default, . Upon and during the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed continuation of an Event of Default along with the intention to such Grantor (take enforcement action pursuant to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuingGrantor shall, or under any licenses existing as at the reasonable request of the date hereofCollateral Agent, (ii) in connection with any use its commercially reasonable efforts to obtain all requisite consents or approvals by the licensor of each Copyright License, Patent License or Trademark License to effect the assignment of all such sale of Inventory or otherwiseGrantor’s right, such licensed or sublicensed Trademarks shall only be used in association with goods or services of a quality title and nature consistent with the quality and reputation with which such Trademarks were associated when used by such Grantor prior interest thereunder to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate Collateral Agent or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance 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 Defaultits designee.

Grant of License to Use Intellectual Property. 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 continuance continuation of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Agent a an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to the GrantorGrantors) to use, license or sublicense during any of the continuance Article 9 Collateral consisting of an Event of Default any Intellectual Property 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, solely for the purposes of preparing for sale and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property licensed to such Grantor by a third partyand, to the extent permitted under by applicable law, the right to prosecute and maintain all Intellectual Property and the right to ▇▇▇ for infringement of the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a any exclusive license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no prior to such Event of Default was continuing, or under any licenses existing as of the date hereofDefault, (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 connection accordance with any limitations in such sale of Inventory or otherwisethird party license, such 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 such Grantor prior to the exercise of the license rights set forth herein, including prohibitions on further sublicensing and (iii) no license such licenses to be granted hereunder with respect to material Trademarks shall be granted under this Section 4.04 subject to the extent that such grant would violate or constitute a default under any agreement 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 is a party. Such license and rights further agrees to use such cooperate with the Administrative Agent in any attempt to prosecute or maintain the Intellectual Property or ▇▇▇ for infringement of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)Intellectual Property. The use of such license by the Administrative Agent may be exercised, at the option of the Administrative Agent, only be exercised upon the occurrence and during the continuance continuation of an Event of Default, ; provided that any license, sublicense or other transaction entered into by the Administrative 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. Solely for For the purpose of enabling the Administrative Agent to exercise rights and remedies under this Agreement during at such time as the continuance of an Event of Default with respect Agent shall be lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor Pledgor hereby (a) grants to (in the Administrative Agent’s sole discretion) a designee of the Agent a nonexclusive or the Agent, for the benefit of the Secured Parties, an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantorany Pledgor) to use, license or sublicense during (subject to any obligation to maintain the continuance quality of an goods and services provided under any Trademark consistent with the quality of such goods and services provided by the Pledgors immediately prior to such Event of Default Default) any of the Article 9 Collateral consisting of Intellectual Property rights now owned or hereafter acquired by such GrantorPledgor, wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof, solely for the purposes of preparing for sale right to prosecute and selling (including by affixing Trademarks owned by or licensed to such Grantor to) any of such Grantor’s Inventory directly to any Person (in the case of maintain all Intellectual Property licensed and the right to such Grantor by a third party, to the extent permitted under ▇▇▇ for past infringement of the Intellectual Property licenses granting Property; provided, that such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such non-exclusive license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks and 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would not violate or constitute a default under any agreement to which between a Pledgor and a third party governing the applicable Pledgor’s use of such Article 9 Collateral consisting of Intellectual Property, shall not give such third party any Grantor is a party. Such license right of acceleration, modification or cancellation therein and rights to use such Intellectual Property of shall not be prohibited by any Grantor shall terminate automatically without notice applicable law or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”)Governmental Authority. The use of such license by the Administrative Agent may only be exercised exercised, at the option of the Agent, solely upon the occurrence and during the continuance continuation of an Event of Default, Default after the First Lien Termination Date; provided that any license, sublicense or other transaction entered into by the Administrative Agent in accordance herewith shall be binding upon the Grantors Pledgors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. Solely for For the exclusive purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants to the Administrative Agent Collateral Agent, effective as of an Event of Default, a nonexclusive non-exclusive, royalty-free, limited license (exercisable without payment until the waiver or cure of royalty the Event of Default) for cash, upon credit or other compensation to for future delivery as the Grantor) Collateral Agent shall deem appropriate to use, license or sublicense during any of the continuance of an Event of Default any Intellectual Property 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; provided, however, that all of the foregoing rights of the Collateral Agent to use such licenses, sublicenses and other rights, and (to the extent permitted by the terms of such licenses and sublicenses) all licenses and sublicenses granted thereunder, shall expire immediately upon the waiver or cure of all Events of Default and shall be exercised by the Collateral Agent solely for during the purposes continuance of preparing for sale an Event of Default and selling (including 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 affixing Trademarks owned 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 or licensed 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 the affected Intellectual Property, including without limitation, provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and prohibiting the use of false notices, 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 tohas reserved for itself and (y) any of such Grantor’s Inventory directly to any Person (in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting to which such Grantor rights in such Intellectual Property), which license shall be irrevocable prior has the right to the Termination Point (as defined below) and (b) agrees that, subject grant a sublicense to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor prior to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property hereunder). For the avoidance of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementdoubt, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may be exercised, at the option of the Collateral Agent, only be exercised upon during the continuation of an Event of Default. Upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Collateral Agent may also exercise the rights afforded under Section 4.01 of this Agreement with respect to Intellectual Property contained in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultArticle 9 Collateral.

Grant of License to Use Intellectual Property. Solely for For the purpose of enabling the Administrative Collateral Agent to exercise rights and remedies under this Agreement at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor shall, upon request by the Collateral Agent at any time after and during the continuance of an Event of Default with respect to Collateral consisting of InventoryDefault, each Grantor hereby (a) grants 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 any Grantor) to use, license or or, solely to the extent necessary to exercise such rights and remedies, sublicense during the continuance of an Event of Default any Intellectual Property rights constituting Article 9 Collateral, now owned or hereafter acquired by such Grantor, including wherever the same may be located, and 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, solely for however, 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 purposes termination of preparing for sale and selling (including by affixing Trademarks owned by or licensed 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 Grantor to) any of property; provided, further, that such Grantor’s Inventory directly licenses to any Person (in the case of Intellectual Property licensed be granted hereunder with respect to such Grantor by a third party, to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Intellectual Property), which license shall be irrevocable prior to the Termination Point (as defined below) and (b) agrees that, subject to the foregoing and in connection therewith, during the continuance of an Event of Default, the Administrative Agent may sell Inventory which bears any Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license Trademarks shall be subject to the rights maintenance of any licensee under a license permitted by quality standards with respect to the last proviso of Section 6.05 of the Credit Agreement or by Section 6.02(b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such licensed or sublicensed Trademarks shall only be used in association with goods or and services of a quality and nature consistent with the quality and reputation with on which such Trademarks were associated when are used by sufficient to preserve the validity of such Grantor prior Trademarks. Subject to the exercise of the license rights set forth herein, and (iii) no license shall be granted under this Section 4.04 to the extent that such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Intercreditor Agreement, the LC Exposure has been reduced to zero and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Collateral Agent may only be exercised exercised, at the option of the Collateral Agent, upon the occurrence and during the continuance 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.

Grant of License to Use Intellectual Property. Solely 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 during at such time as the continuance of an Event of Default with respect Collateral Agent is lawfully entitled to Collateral consisting of Inventoryexercise such rights and remedies, each Grantor hereby (a) grants to the Administrative Agent Collateral Agent, for the benefit of the Secured Parties, a nonexclusive non-exclusive license (exercisable without payment of royalty or other compensation to the Grantor) 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 during any of the continuance of an Event of Default any Intellectual Property rights 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, solely for however, that any such license granted by the purposes Collateral Agent to a third party shall include reasonable and customary terms necessary to preserve the existence, validity and value of preparing for sale the affected Intellectual Property, including provisions requiring the continuing confidential handling of trade secrets, requiring the use of appropriate notices and selling prohibiting the use of false notices, and protecting and maintaining the quality standards of the Trademarks in the manner set forth below (including by affixing Trademarks owned by 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 licensed to such Grantor to) any of such Grantor’s Inventory directly applicable Law, nothing in the foregoing license grant shall be construed as granting the Collateral Agent rights in and to any Person (such Intellectual Property above and beyond, in the case of Intellectual Property that is licensed to any such Grantor by a third party, to the extent permitted under to which such Grantor has the right to grant a sublicense to such Intellectual Property licenses granting hereunder). The use of such Grantor rights in such Intellectual Property)license by the Collateral Agent may only be exercised, which license shall be irrevocable prior to at the Termination Point (as defined below) and (b) agrees that, subject to option of the foregoing and in connection therewithCollateral Agent, during the continuance continuation of an Event of Default; provided that any sublicense or other transaction entered into by the Collateral Agent in accordance herewith shall immediately terminate at such time as the Collateral Agent is no longer lawfully entitled to exercise its rights and remedies under this Agreement. Nothing in this Section 4.01 shall require a Grantor to grant any license that is prohibited by any applicable Law, or is prohibited by, or constitutes a breach or default under or results in the Administrative Agent may sell Inventory which bears termination of an, 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. In the event the license set forth in this Section 4.01 is exercised with regard to any Trademarks, then the following shall apply: (a) all goodwill arising from any licensed or sublicensed use of any Trademark owned by or licensed to such Grantor (shall inure to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Trademark) and any Inventory that is covered by any Copyright owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property licenses granting such Grantor rights in such Copyright), and the Administrative Agent may affix any appropriate Trademark owned by or licensed to such Grantor (to the extent permitted under the Intellectual Property license granting such Grantor rights in such Trademark) and sell such Inventory as provided herein; provided in each case that (i) such license shall be subject to the rights of any licensee under a license permitted by the last proviso of Section 6.05 benefit of the Credit Agreement or by Section 6.02(bapplicable Grantor; (b) of the Credit Agreement, in each case granted while no Event of Default was continuing, or under any licenses existing as of the date hereof, (ii) in connection with any such sale of Inventory or otherwise, such 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 such Grantor immediately prior to the exercise of the license rights set forth herein, herein and (iiic) no license at the Grantor’s request and expense, licensees and sublicensees shall be granted under this Section 4.04 provide reasonable cooperation in any effort by the Grantor to maintain the extent that registration or otherwise secure the ongoing validity and effectiveness of such grant would violate or constitute a default under any agreement to which any Grantor is a party. Such license and rights to use such Intellectual Property of any Grantor shall terminate automatically licensed Trademarks, including, without notice or other action, when all the Loan Document Obligations have been paid in full (other than unasserted indemnification, tax gross up, expense reimbursement or yield protection obligations, in each case for which no claim has been made) and the Lenders have no further commitment to lend under the Credit Agreementlimitation, the LC Exposure has been reduced to zero actions and no Issuing Bank has any further obligations to issue Letters of Credit under the Credit Agreement (the “Termination Point”). The use of such license by the Administrative Agent may only be exercised upon the occurrence and during the continuance of an Event of Default, provided that any license, sublicense or other transaction entered into by the Administrative Agent conduct described in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultSection 4.02 below.