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

Grant of License to Use Intellectual Property. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtained) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and sufficient rights of quality control in favor of Grantor to avoid the invalidation of the Trademarks subject to the license. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.

Grant of License to Use Intellectual Property. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article Agreement upon the occurrence and during the continuance of an Event of Default, at such time as as, and to the extent that, the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, and for no other purpose, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements use or sublicense (to the extent that waivers cannot be obtainedits contractors, agents or representatives, or otherwise exercising its remedies hereunder) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof thereof, to the extent that such non-exclusive license (a) does not violate the express terms of any agreement between a Grantor and sufficient rights a third party governing such Intellectual Property (and shall be subject to any such licenses), or gives such third party any right of quality control in favor acceleration, modification, termination or cancellation therein and (b) is not prohibited by any Requirements of Grantor Law; provided that such license and sublicenses with respect to avoid the invalidation of the Trademarks shall be subject to the licensemaintenance of quality standards with respect to the goods and services on which such Trademarks are used sufficient to preserve the validity of such Trademarks. The use of such license by the Collateral Agent shall may be exercised, at the option of the Collateral Agent, upon the occurrence and exercised solely during the continuation of an Event of Default; provided that any license, sub-license sublicense or other transaction entered into by the 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.

Grant of License to Use Intellectual Property. In accordance withSolely for the purpose of enabling the Notes Collateral Agent, and subject to the extent consistent with, the terms of the Intercreditor Agreement, for the purpose of enabling the Collateral Agent to exercise rights and remedies under Article V of this Article Agreement at such time as the Notes Collateral Agent shall be lawfully entitled entitled, and to the extent necessary, to exercise such rights and remedies, each Grantor hereby grants to (in the Notes Collateral Agent’s sole discretion) a designee of the Notes Collateral Agent an irrevocableor the Notes Collateral Agent, non-exclusive for the benefit of the Secured Parties, a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtainedGrantor) to use, license or sub-license sublicense any of the its Article 9 Collateral consisting of Intellectual Property (excluding Trademarks) now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including including, without limitation, in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and sufficient rights of quality control in favor of Grantor to avoid the invalidation of the Trademarks subject to the licensethereof. The use of such license by the Notes Collateral Agent shall (or its designee) may be exercised, at the option of the Notes Collateral AgentAgent and subject to the terms of the Intercreditor Agreement, solely upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license sublicense or other transaction entered into by the Notes 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. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for For the purpose of enabling the Collateral Administrative Agent to exercise rights and remedies under this Article at such time as the Collateral Administrative Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Administrative Agent an irrevocable, non-exclusive a nonexclusive license (exercisable without payment of royalty or other compensation to the Grantors) to use, license or sublicense any of the Collateral, except to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers canmay not be obtainedgranted (i) as a result of a pre-existing exclusive Licenses or (ii) pursuant to useany License granting such Grantor rights in such Intellectual Property, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and sufficient rights thereof; provided that the quality of quality control any services or products in favor of Grantor to avoid connection with which any Trademarks included in the invalidation of the Trademarks subject Collateral are used will not be materially inferior to the licensequality of such services or products sold by such Grantor under such Trademarks immediately prior to such Event of Default. The use of such license by the Collateral Administrative Agent shall be exercised, at the option of the Collateral Administrative Agent, upon only after the occurrence and during the continuation of an Event of Default; provided that any license, sub-license sublicense or other transaction entered into by the Collateral Administrative Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default. Such license shall be irrevocable until this Agreement is terminated.

Grant of License to Use Intellectual Property. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for For the purpose of enabling the Note Collateral Agent to exercise rights and remedies under this Article at such time as the Note Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Note Collateral Agent for the benefit of the Note Secured Parties an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtained) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and sufficient rights of quality control in favor of Grantor to avoid the invalidation of the Trademarks subject to the license. The use of such license by the Note Collateral Agent shall be exercised, at the option of the Note Collateral Agent, Agent upon the occurrence and during the continuation of an Event of DefaultDefault (as defined in the Note); provided that any license, sub-license or other transaction entered into by the Note Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultDefault (as defined in the Note).

Grant of License to Use Intellectual Property. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for For the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent for the benefit of the Secured Parties an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtained) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and sufficient rights of quality control in favor of Grantor to avoid the invalidation of the Trademarks subject to the license. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral Agent, Agent upon the occurrence and during the continuation of an Event of DefaultDefault (as defined in the New Debentures); provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of DefaultDefault (as defined in the New Debentures).

Grant of License to Use Intellectual Property. In accordance with, and to the extent consistent with, the terms of the Intercreditor Agreement, for the purpose of enabling the Collateral Agent to exercise rights and remedies under this Article at such time as the Collateral Agent shall be lawfully entitled to exercise such rights and remedies, each Grantor hereby grants to the Collateral Agent an irrevocable, non-exclusive license (exercisable without payment of royalty or other compensation to the Grantors) to the extent that such license does not violate any then existing licensing arrangements (to the extent that waivers cannot be obtained) to use, license or sub-license any of the Collateral consisting of Intellectual Property now owned or hereafter acquired by such Grantor, and wherever the same may be located, and including in such license reasonable access to all media in which any of the licensed items may be recorded or stored and to all computer software and programs used for the compilation or printout thereof and sufficient rights of quality control in favor of Grantor to avoid the invalidation of the Trademarks subject to the license. The use of such license by the Collateral Agent shall be exercised, at the option of the Collateral AgentAgent (if the First-Lien Termination Date has occurred), upon the occurrence and during the continuation of an Event of Default; provided that any license, sub-license or other transaction entered into by the Collateral Agent in accordance herewith shall be binding upon the Grantors notwithstanding any subsequent cure of an Event of Default.