

Licensed Software Computer program(s) provided by Contractor in connection with the Deliverables, subject to Section 14 of this Contract.

The Capital Entities shall (i) not be required to pay any license fee for such Software or otherwise comply with the terms of any applicable license agreement for so long as the Capital Entities are merely providing Financing for such Software or any related Products or have foreclosed on or otherwise repossessed or re- acquired such Software in connection with a default under or expiration or termination of the related Financing but are not using such Software (except for purposes of testing or demonstrating such Software in connection with any proposed disposition of such Software) and (ii) be entitled to assign their license to any other Person, provided that if such Person is not a Capital Entity and the applicable Company Entity's standard form of license agreement for such Software requires the prior consent of a Company Entity to assign such license, the Capital Entities shall assign such license only upon execution and delivery by the assignee of the applicable Company Entity's standard form of license agreement for such Software and agreement by such assignee to pay, at the then- prevailing rate, any fees required to be paid by a licensee of such Software to the applicable Company Entity pursuant to the terms of such license agreement. Except as provided herein, the scope of the license granted to the Capital Entities shall be consistent with the scope of the license granted by the applicable Company Entity in its standard form of license agreement with respect to such Software.

The Company hereby grants, on behalf of itself and any other applicable Company Entity, a license to the Capital Entities to use any and all Software, which license shall with respect to any such Software be effective automatically and immediately upon Financing by the Capital Entities of such Software or any other Products in connection with which such Software is to be used.
