Intellectual Property. For purposes of enabling Secured Party to exercise its rights and remedies under this Security Agreement and enabling Secured Party and its successors and assigns to enjoy the full benefits of the Collateral, Grantor hereby grants to Secured Party an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to Grantor) to use, license, or sublicense any of the Intellectual Property. Grantor shall provide Secured Party with reasonable access to all media in which any of the Intellectual Property may be recorded or stored and all computer programs used for the completion or printout thereof. This license shall also inure to the benefit of all successors, assigns, and transferees of Secured Party. On and after the occurrence of an Event of Default, Secured Party may require that Grantor assign all of its right, title, and interest in and to the Intellectual Property or any part thereof to Secured Party or such other person as Secured Party may designate pursuant to Documents satisfactory to Secured Party. If no Event of Default has occurred, Grantor shall have the exclusive, non‑transferable right and license to use the Intellectual Property in the ordinary course of business and the exclusive right to grant to other persons licenses and sublicenses with respect to the Intellectual Property for full and fair consideration.

Secured Party is hereby granted a license or other right to use, without liability for royalties or any other charge, each Grantor's Intellectual Property, including but not limited to, any labels, Patents, Trademarks, trade names, URLs, domain names, industrial designs, Copyrights, and advertising matter, whether owned by any Grantor or with respect to which any Grantor has rights under license, sublicense, or other agreements (including any Intellectual Property License), as it pertains to the Collateral, in preparing for sale, advertising for sale and selling any Collateral, and each Grantor's rights under all licenses and all franchise agreements shall inure to the benefit of Secured Party.

Section # Intellectual Property License. Solely during the continuance of an Event of Default, each Grantor hereby grants to the Agent an irrevocable (until the Termination Date[[Borrower:Organization]], nonexclusive, royalty-free, worldwide license to use, license or sublicense any Intellectual Property Collateral and Licenses now owned or hereafter acquired by such Grantor, wherever the same may be located, and including in such license reasonable access to all media in which any of such licensed Intellectual Property Collateral and Licenses may be recorded or stored and (in each case, to the extent not prohibited by any applicable License[[Borrower:Organization]] to all computer software and programs used for compilation or printout thereof, to the extent such Grantor has the right to grant any such license; provided that # such license granted to the Agent may be exercised only when an Event of Default has occurred and is continuing and solely for the purpose of enabling the Agent to exercise its rights and remedies hereunder and under Requirements of Law with respect to the Collateral; # in the case of Trademarks, such license shall be subject to sufficient rights of quality control and inspection in favor of the applicable Grantor to avoid the invalidation of such Trademarks; and # such license shall be subject to, and not violate, any Licenses or agreements between Grantor and a third party applicable to the licensed Intellectual Property; provided, however, that any license or sublicense entered into by the Agent in accordance herewith shall survive in accordance with its terms and run with and be binding upon such licensed or sublicensed Intellectual Property notwithstanding any subsequent waiver or cure of an Event of Default or the termination of this Security Agreement.