License. Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person), upon the occurrence and during the continuance of an Event of Default, any or all Intellectual Property of Collateral Parties, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral. Each Collateral Party’s rights and interests under Intellectual Property shall inure to Agent’s benefit.

License. For the sole purpose of enabling Agent to exercise its rights and remedies as to the Collateral under this Agreement and Applicable Law, Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) any Intellectual Property of Obligors, computer hardware and software, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral. For clarity, this license is effective only while an Event of Default exists and is irrevocable until the termination of this Agreement. Each Obligor’s rights and interests under Intellectual Property shall inure to Agent’s benefit.

. For the sole purpose of enabling Agent to exercise its rights and remedies as to the Collateral under this Agreement and Applicable Law, Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) any Intellectual Property of Obligors, computer hardware and software, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral. For clarity, this license is effective only while an Event of Default exists and is irrevocable until the termination of this Agreement. Each Obligor’s rights and interests under Intellectual Property shall inure to Agent’s benefit.

License. Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) any or all Intellectual Property of Borrowers, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral. Borrowers’ rights and interests under Intellectual Property shall inure to Agent’s benefit.

License. Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) any or all Intellectual Property of Obligors, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral. Each Obligor’s rights and interests under Intellectual Property shall inure to Agent’s benefit.

License. Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) any or all Intellectual Property of Borrowers, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in each case, that constitutes Collateral, in advertising for sale, marketing, selling, collecting, completing manufacture 133315237_8

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.

License. Administrative Agent is hereby granted an irrevocable, non-exclusive license or other right to use, license or sub-license (without payment of royalty or other compensation to any Person) any or all Intellectual Property of Obligors, computer hardware and software, trade secrets, brochures, customer lists, promotional and advertising materials, labels, packaging materials and other Property, in advertising for sale, marketing, selling, collecting, completing manufacture of, or otherwise exercising any rights or remedies with respect to, any Collateral.

Agent and each Lender is hereby granted a non-exclusive, royalty-free license or other right to use upon the occurrence and during the continuance of an Event of Default, without charge, Borrowers’ labels, mask works, rights of use of any name, any other Intellectual Property and advertising matter, and any similar property as it pertains to the Collateral, in completing production of, advertising for sale, and selling any Collateral and, in connection with Agent’s exercise of its rights under this Article, Borrowers’ rights under all licenses (whether as licensor or licensee) and all franchise agreements inure to Agent’s and each Lender’s benefit.

For the purpose of enabling the Collateral Agent to further exercise rights and remedies under this Section 8 or elsewhere provided by agreement or applicable law, each Debtor hereby grants to the Collateral Agent, for the benefit of the Collateral Agent and the Secured Parties, to the extent permitted by applicable law and, solely with respect to licenses under which such Debtor is a licensee, to the extent contractually permitted under the terms of such licenses if applicable law would give effect to the limits or transferability contained therein, an irrevocable, nonexclusive license (exercisable without payment of royalty or other compensation to such Debtor) to use, license or sublicense following and during the continuation of an Event of Default, any Intellectual Property now owned or hereafter acquired by such Debtor, and wherever the same may be located, and including in such license 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.