87.1  Licence from the Contractor to the Authority

Subject to Clauses 87.6 (Computer Data) to 87.7 (Licence to use Trade Marks and Data), the Contractor hereby grants to the Authority, or shall procure the grant to the Authority of, a perpetual, transferable, non-exclusive, royalty free, irrevocable licence in respect of the Intellectual Property Rights (other than those assigned to the Authority pursuant to Clauses 87.3 (Assignment to the Authority) arising or used under this Contract and/or relating to the Contractor Materials (including, without limitation, the Intellectual Property Rights subsisting in the Contractor Materials, any Intellectual Property Rights used in connection with the Licensed Purposes and any other Intellectual Property Rights subsisting in computer software or in any systems developed or used by or for the Contractor identifying difficulties with the Facility and/or the delivery of the Service) to use such Intellectual Property Rights for the Licensed Purposes provided that such licence shall only take effect:

87.1.1  upon termination of this Contract or the exercise of the Senior Lender's rights of step-in under the Direct Agreement;

87.1.2  where necessary prior to the events listed in Clause 87.1.1 to the extent required by the Authority's officers and employees in carrying out their duties, for the purposes of receiving the Service and otherwise exercising its rights in accordance with this Contract; and/or

87.1.3  to enable the Authority, and/or to permit the Authority to authorise and permit a replacement contractor, to carry out services equivalent to all or any part of the Service immediately on the occurrence of any Step-In Event.  Such licence shall commence on the occurrence of a Step-In Event and shall continue in force in respect of such Step-In Event until the cessation of such Step-In Event.

Any licence to use granted under this Clause 87.1 shall include, without limitation, a right to use, amend, copy, extend or modify any of the Contractor Materials.  The Authority shall be permitted to grant sub-licences on the same terms, mutatis mutandis, as those of the licence granted by the Contractor to the Authority under this Clause 87.1 and the licence granted under this Clause 87.1 shall be transferable to third parties having or acquiring an interest in the Assets and/or the Service or any part thereof.  Without prejudice to the foregoing, the Contractor warrants, represents and undertakes that in relation to any Intellectual Property Rights owned by a third party it shall procure the right to grant the licence set out in this Clause 87.1 or shall procure that the owner of the Intellectual Property Rights directly grants to the Authority the licence set out in this Clause 87.1.