Common use of Compliance with Laws; Intellectual Property; Licenses Clause in Contracts

Compliance with Laws; Intellectual Property; Licenses. (a) Each Loan Party has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental matters. (b) No Loan Party has received written notice of default or violation, or is in default or violation, with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s business, affairs, properties or assets. No Loan Party has received written notice of or been charged with, or is, to the knowledge of any Loan Party, under investigation with respect to, any violation in any material respect of any provision of any applicable law. (c) No Loan Party Obligor owns any Intellectual Property, except as set forth in Section 4 of the Perfection Certificate. Except as set forth in Section 4 of the Perfection Certificate, none of the Intellectual Property owned by any Loan Party Obligor is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor. Each Loan Party Obligor shall promptly (but in any event within thirty (30) days thereafter) notify Agent in writing of any additional Intellectual Property rights acquired or arising after the Closing Date and shall submit to Agent a supplement to Section 4 of the Perfection Certificate to reflect such additional rights; provided, that such Loan Party Obligor’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party Obligor shall execute a separate security agreement granting Agent a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable; provided, that such Loan Party Obligor’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan Party’s business, and each Loan Party is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of Intellectual Property. No Loan Party has any knowledge that, or has received any notice claiming that, any of such Intellectual Property infringes upon or violates the rights of any other Person. (d) Each Loan Party has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained in connection with such Loan Party’s business operations, and all such licenses and permits are valid and in full force and effect. Each Loan Party has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party and Parent has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s and Parent’s respective business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental matters. (b) No Neither Parent nor any Loan Party has received written notice of default or violation, or is in default or violation, with respect to any material judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s or Parent’s business, affairs, properties or assets. No Neither Parent nor any Loan Party has received written notice of or been charged with, or is, to the knowledge of any Loan PartyParty or Parent, under investigation with respect to, any violation in any material respect of any provision of any applicable law. (c) No Neither Parent nor any Loan Party Obligor owns any material registered (or applied for) Intellectual PropertyProperty as of the Closing Date, except as set forth in Section 4 of the Perfection Certificate. Except as set forth in Section 4 of the Perfection Certificate, none of the material Intellectual Property owned by any Loan Party Obligor or Parent is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor or Parent is the licensor or franchisor, other than those entered into in the Ordinary Course of Business. Each Loan Party Obligor and Parent shall promptly (but in any event within thirty (30) days thereafter) notify Agent in writing of any additional material Intellectual Property rights acquired or arising after the Closing Date and shall submit to Agent a supplement to Section 4 of the Perfection Certificate to reflect such additional rightsrights with respect to registered or applied for Intellectual Property; provided, provided that such Loan Party Obligor’s or Parent’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party Obligor and Parent shall execute a separate security agreement granting Agent a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable; provided, provided that such Loan Party Obligor’s or Parent’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party and Parent owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan Party’s or Parent’s business, and each Loan Party and Parent is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of material Intellectual Property. No Neither Parent nor any Loan Party has any knowledge that, or has received any notice claiming that, any of such material Intellectual Property infringes upon or violates the rights of any other Person. (d) Each Loan Party and Parent has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained in connection with such Loan Party’s or Parent’s business operations, and all such licenses and permits are valid and in full force and effect, in each case except as could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party and Parent has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof. No Neither Parent nor any Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn, except as could not reasonably be expected to result in a Material Adverse Effect. (e) Each Loan Party and Parent has complied, and will continue at all times to comply, in all material respects with all provisions of the PCI Standards.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Loan Party has complied, and will continue at all times to comply, comply (a) in all material respects with all provisions of all applicable laws and regulationsregulations governing the payment and withholding of Taxes, including those ERISA, safety and environmental matters, and (b) with other applicable laws and regulations relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s business, the payment and withholding of Taxes, ERISA 's business and other employee matters, and safety and environmental mattersmatters except where noncompliance could not reasonably be expected to have a Material Adverse Effect. (b) No Loan Party has received written notice of default or violation, or is in default or violation, with respect to any material judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s 's business, affairs, properties or assets. No Loan Party has received written notice of or been charged with, or is, to the knowledge of any Loan Party, under investigation with respect to, any violation in of any material respect of any provision of any and applicable law. (c) No To the Loan Parties’ knowledge, each Loan Party Obligor owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others. There is no pending or, to any Loan Party’s knowledge, threatened Intellectual Property Claim with respect to any Obligor, any Subsidiary or any of its Property (including any Intellectual Property). Except as disclosed on Section 4 of the Perfection Certificate, except as set forth in no Loan Party pays or owes any Royalty or other compensation to any Person with respect to any material Intellectual Property. All Intellectual Property that is licensed by or is subject to a pending application or current registration that is owned by any Obligor or Subsidiary is shown on Section 4 of the Perfection Certificate. Except as set forth in Section 4 of the Perfection Certificate, none of the Intellectual Property owned by To any Loan Party Obligor is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor. Each Loan Party Obligor shall promptly (but in any event within thirty (30) days thereafter) notify Agent in writing of any additional Intellectual Property rights acquired or arising after the Closing Date and shall submit to Agent a supplement to Section 4 of the Perfection Certificate to reflect such additional rights; provided, that such Loan Party Obligor’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party Obligor shall execute a separate security agreement granting Agent a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable; provided, that such Loan Party Obligor’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan Party’s businessknowledge, there is no third party Intellectual Property licensed to a Loan Party that is necessary for, or critical to, the manufacture, sale or distribution of any products or services of any Obligor, and each Loan Party no licensed third party Intellectual Property is in compliancenecessary for Agent to exercise its rights to enforce Agent’s Liens with respect to the ABL Priority Collateral, and will continue at all times including the right to complydispose of it, in all material respects with all licenses, user agreements and other such agreements regarding the use event of Intellectual Property. No Loan Party has any knowledge that, or has received any notice claiming that, any an Event of such Intellectual Property infringes upon or violates the rights of any other PersonDefault. (d) Each Loan Party has and will continue at all times to have, all federal, state, provincial, local and other licenses and permits required to be maintained in connection with such Loan Party’s 's business operations, and all such licenses and permits are valid and in full force and effect. Each Loan Party has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, except where the failure to comply could not reasonably be expected to have a Material Adverse Effect, and as of the Closing Date has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Loan Party has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental matters, and laws relating to child pornography, including, without limitation, 18 U.S.C. §§ 2251 through 2260. (b) No Loan Party has received written notice of default or violation, or is in default or violation, with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s business, affairs, properties or assets. No Loan Party has received written notice of or been charged with, or is, to the knowledge of any Loan Party, under investigation with respect to, any violation in any material respect of any provision of any applicable law. (c) No Loan Party Obligor owns any registered Intellectual Property, except as set forth in Section 4 of the Perfection Certificate. Except as set forth in Section 4 of the Perfection Certificate, none of the Intellectual Property owned by any Loan Party Obligor is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor. Each Loan Party Obligor shall promptly (but in any event within thirty (30) days thereafter) notify Agent Lender in writing of any additional Intellectual Property rights acquired or arising after the Closing Date and shall submit to Agent Lender a supplement to Section 4 of the Perfection Certificate to reflect such additional rights; provided, that such Loan Party Obligor’s failure to do so shall not impair AgentLender’s security interest therein. Each Loan Party Obligor shall execute a separate security agreement granting Agent Lender a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent Lender and suitable for registering recording such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or Office, United States Copyright Office, or any Intellectual Property registrar in any other jurisdiction as applicable; provided, that such Loan Party Obligor’s failure to do so shall not impair AgentLender’s security interest therein. Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan Party’s business, and each Loan Party is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of Intellectual Property. No Loan Party has any knowledge that, or has received any notice claiming that, any of such Intellectual Property infringes upon or violates the rights of any other Person. (d) Each Loan Party has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained in connection with such Loan Party’s business operations, and all such licenses and permits are valid and in full force and effect. Each Loan Party has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Loan Party has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental mattersEnvironmental Laws. (b) No Loan Party has received written notice of default or violation, or is in default or violation, with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s business, affairs, properties or assets. No Loan Party has received written notice of or been charged with, or is, to the knowledge of any Loan Party, under investigation with respect to, any violation in any material respect of any provision of any applicable law. (c) No Loan Party Obligor owns any registered or pending Intellectual Property, except as set forth in Section 4 of the Perfection Certificate. Except as set forth in Section 4 of the Perfection Certificate, none of the Intellectual Property owned by any Loan Party Obligor is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor. Each Loan Party Obligor shall promptly (but in any event within thirty (30) days thereafter) notify Agent in writing of any additional registered or pending Intellectual Property rights acquired or arising after the Closing Date and shall submit to Agent a supplement to Section 4 of the Perfection Certificate to reflect such additional rights; provided, that such Loan Party ObligorParty’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party Obligor shall execute a separate security agreement granting Agent a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable; provided, that such Loan Party ObligorParty’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in necessary for the conduct of such Loan Party’s business, and each Loan Party is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of Intellectual Property. No Loan Party has any knowledge that, or has received any written notice claiming that, any of such Intellectual Property materially infringes upon or violates the rights of any other Person. To any Loan Party’s knowledge, there is no third party Intellectual Property licensed to a Loan Party that is necessary for, or critical to, the manufacture, sale or distribution of any products or services of any Loan Party, and no licensed third party Intellectual Property is necessary for Agent to exercise its rights to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it, during the existence of an Event of Default. (d) Each Loan Party has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained in connection with such Loan Party’s business operations, and all such licenses and permits are valid and in full force and effect, except for any licenses or permits the failure of which to maintain or be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Loan Party Obligor has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s Party Obligor's business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental mattersmatters and employment insurance, vacation pay and employee income taxes, except to the extent such non-compliance could not reasonably be expected to result in a Material Adverse Effect. (b) No Loan Party Obligor has received written notice of default or violation, or nor is any Loan Party Obligor in default or violation, with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s Party Obligor's business, affairs, properties or assets. No Loan Party Obligor has received written notice of or been charged with, or is, to the knowledge of any Loan PartyParty Obligor, under investigation with respect to, any violation in any material respect of any provision of any applicable law, except to the extent such alleged violations could not reasonably be expected to result in a Material Adverse Effect. (c) No Loan Party Obligor owns any registered Intellectual Property, except as set forth in Section 4 of the Perfection CertificateDisclosure Schedule. Except as set forth in Section 4 of the Perfection CertificateDisclosure Schedule, none of the registered Intellectual Property owned by any Loan Party Obligor is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor. Each Loan Party Obligor shall promptly (but in any event within thirty (30) days thereafter) notify Agent Lender in writing in accordance with clause (l) of Schedule D of any additional registered Intellectual Property rights acquired or arising after the Closing Date and shall submit to Agent Lender a supplement to Section 4 of the Perfection Certificate Disclosure Schedule to reflect such additional rights; provided, that such Loan Party Obligor’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party Obligor shall execute a separate security agreement granting Agent a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable; provided, that such Loan Party Obligor’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material registered patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan Party’s Party Obligor's business, and each Loan Party Obligor is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of Intellectual Property, except, in each case, where the failure to do so would not reasonably be expected to result in a Material Adverse Effect. No Except as disclosed to Lender in writing, no Loan Party Obligor has any knowledge that, or has received any notice claiming that, any of such its registered Intellectual Property infringes upon or violates the rights of any other Person. (d) Each Loan Party Obligor has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained in connection with such Loan PartyParty Obligor’s business operations, and all such licenses and permits are valid and in full force and effect, except to the extent the failure to have or maintain such licenses and permits could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party Obligor has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof, except where the failure to have or comply with such licenses and permits, or to receive such notices, could not reasonably be expected to result in a Material Adverse Effect. No Loan Party Obligor is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn, except to the extent the loss of such license or permit would not be reasonably expected to have a Material Adverse Effect.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Loan Party has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s 's business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental matters. (b) No Loan Party has received written notice of default or violation, or is in default or violation, with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s 's business, affairs, properties or assets. No Loan Party has received written notice of or been charged with, or is, to the knowledge of any Loan Party, under investigation with respect to, any violation in any material respect of any provision of any applicable law. (c) No Loan Party Obligor owns any registered Intellectual Property, except as set forth in Section 4 of the Perfection Certificate. Except as set forth in Section 4 of the Perfection Certificate, none of the registered Intellectual Property owned by any Loan Party Obligor is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor. Each Loan Party Obligor shall promptly (but in any event within thirty (30) days thereafter) notify Agent in writing of any additional registered Intellectual Property rights acquired or arising after the Closing Date and shall submit to Agent a supplement to Section 4 of the Perfection Certificate to reflect such additional rights; provided, that such Loan Party Obligor’s 's failure to do so shall not impair Agent’s 's security interest therein. Each Loan Party Obligor shall execute a separate security agreement granting Agent a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable; provided, that such Loan Party Obligor’s 's failure to do so shall not impair Agent’s 's security interest therein. Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan Party’s 's business, and each Loan Party is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of Intellectual Property. No Loan Party has any knowledge that, or has received any notice claiming that, any of such Intellectual Property infringes upon or violates in any material respect the rights of any other Person. (d) Each Loan Party has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained in connection with such Loan Party’s 's business operations, and all such licenses and permits are valid and in full force and effect, except, in each case, as could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Loan Party has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws Applicable Laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s 's business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental mattersEnvironmental Laws. (b) No Loan Party has received written notice of default or violation, or is in default or violation, with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s 's business, affairs, properties or assets. No Loan Party has received written notice of or been charged with, or is, to the knowledge of any Loan Party, under investigation with respect to, any violation in any material respect of any provision of any applicable lawApplicable Law. (c) No Loan Party Obligor owns any registered or pending Intellectual Property, except as set forth in Section 4 of the Perfection Certificate. Except as set forth in Section 4 of the Perfection Certificate, none of the Intellectual Property owned by any Loan Party Obligor is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor. Each Loan Party Obligor shall promptly (but in any event within thirty (30) days thereafter) notify Agent in writing of any additional registered or pending Intellectual Property rights acquired or arising after the Closing Date and shall submit to Agent a supplement to Section 4 of the Perfection Certificate to reflect such additional rights; provided, that such Loan Party Obligor’s Party's failure to do so shall not impair Agent’s 's security interest therein. Each Loan Party Obligor shall execute a separate security agreement granting Agent a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable; provided, that such Loan Party Obligor’s Party's failure to do so shall not impair Agent’s 's security interest therein. Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in necessary for the conduct of such Loan Party’s 's business, and each Loan Party is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of Intellectual Property. No Loan Party has any knowledge that, or has received any written notice claiming that, any of such Intellectual Property materially infringes upon or violates the rights of any other Person. To any Loan Party’s knowledge, there is no third party Intellectual Property licensed to a Loan Party that is necessary for, or critical to, the manufacture, sale or distribution of any products or services of any Loan Party, and no licensed third party Intellectual Property is necessary for Agent to exercise its rights to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it, during the existence of an Event of Default. (d) Each Loan Party has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained in connection with such Loan Party’s 's business operations, and all such licenses and permits are valid and in full force and effect, except for any licenses or permits the failure of which to maintain or be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental matters. (b) No Loan Party has received written notice of default or violation, or is in default or violation, with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, provincial, territorial, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s business, affairs, properties or assets, in each case, which could reasonably be expected to have a Material Adverse Effect. No Loan Party has received written notice of or been charged with, or is, to the knowledge of any Loan Party, under investigation with respect to, any violation in any material respect of any provision of any applicable law, in each case, which could reasonably be expected to have a Material Adverse Effect. (c) No As of the date hereof no Loan Party Obligor owns any United States and Canadian federally registered or application pending for such registration for Intellectual Property, except as set forth in Section 4 of the Perfection Certificate. Except as set forth in Section 4 of the Perfection Certificate, none of the Intellectual Property owned by any Loan Party Obligor is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor. Each Loan Party Obligor shall promptly (but in any event within thirty (30) days thereafter) notify Agent in writing of any additional registered or pending Intellectual Property rights acquired or arising after the Closing Date and shall submit to Agent a supplement to Section 4 of the Perfection Certificate to reflect such additional rights; provided, that such Loan Party ObligorParty’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party Obligor shall execute a separate security agreement granting Agent a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or United States Copyright Office and/or the Canadian Intellectual Property Office, as applicable; provided, that such Loan Party ObligorParty’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in necessary for the conduct of such Loan Party’s business, and and, except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party is in compliance, and will continue at all times to comply, in all material respects comply with all licenses, user agreements and other such agreements regarding the use of Intellectual Property. No Loan Party has any knowledge that, or has received any written notice claiming that, any of such Intellectual Property materially infringes upon or violates the rights of any other Person, in each case, which could reasonably be expected to have a Material Adverse Effect. To any Loan Party’s knowledge, no licensed third party Intellectual Property is necessary for Agent to exercise its rights to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it, during the existence of an Event of Default. (d) Each Loan Party has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained in connection with such Loan Party’s business operations, and all such licenses and permits are valid and in full force and effect, except for any licenses or permits the failure of which to maintain or be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn, in each case, which could reasonably be expected to have a Material Adverse Effect.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party and Parent has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s and Parent’s respective business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental matters. (b) No NoNeither Parent nor any Loan Party has received written notice of default or violation, or is in default or violation, with respect to any material judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s or Parent’s business, affairs, properties or assets. No NoNeither Parent nor any Loan Party has received written notice of or been charged with, or is, to the knowledge of any Loan PartyParty or Parent, under investigation with respect to, any violation in any material respect of any provision of any applicable law. (c) No NoNeither Parent nor any Loan Party Obligor owns any material registered (or applied for) Intellectual PropertyProperty as of the Closing Date, except as set forth in Section 4 of the Perfection Certificate. Except as set forth in Section 4 of the Perfection Certificate, none of the material Intellectual Property owned by any Loan Party Obligor or Parent is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor or Parent is the licensor or franchisor, other than those entered into in the Ordinary Course of Business. Each Loan Party Obligor and Parent shall promptly (but in any event within thirty (30) days thereafter) notify Agent in writing of any additional material Intellectual Property rights acquired or arising after the Closing Date and shall submit to Agent a supplement to Section 4 of the Perfection Certificate to reflect such additional rightsrights with respect to registered or applied for Intellectual Property; provided, provided that such Loan Party Obligor’s or Parent’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party Obligor and Parent shall execute a separate security agreement granting Agent a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable; provided, provided that such Loan Party Obligor’s or Parent’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party and Parent owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan Party’s or Parent’s business, and each Loan Party and Parent is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of material Intellectual Property. No NoNeither Parent nor any Loan Party has any knowledge that, or has received any notice claiming that, any of such material Intellectual Property infringes upon or violates the rights of any other Person. (d) Each Loan Party and Parent has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained in connection with such Loan Party’s or Parent’s business operations, and all such licenses and permits are valid and in full force and effect, in each case except as could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party and Parent has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof. No NoNeither Parent nor any Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn, except as could not reasonably be expected to result in a Material Adverse Effect. (e) Each Loan Party and Parent has complied, and will continue at all times to comply, in all material respects with all provisions of the PCI Standards.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Loan Party has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s 's business, the payment and withholding of Taxes, ERISA Taxes and other employee matters, and safety and environmental mattersEnvironmental Matters. (b) No Loan Party has received written notice of default or violation, or is in default or violation, with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect material portion of any Loan Party’s 's business, affairs, properties or assets. No Loan Party has received written notice of or been charged with, or is, to the knowledge of any Loan Party, under investigation with respect to, any violation in any material respect of any provision of any applicable law. (c) No Loan Party Obligor owns any registered or pending Intellectual PropertyProperty (to the extent constituting Collateral), except as set forth in Section 4 of the Perfection Certificate. Except as set forth in Section 4 of the Perfection Certificate, none of the Intellectual Property (to the extent constituting Collateral) owned by any Loan Party Obligor is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor. Each Loan Party Obligor shall promptly (but in any event within thirty (30) days thereafter) notify Agent in writing of any additional registered or pending Intellectual Property (to the extent constituting Collateral) rights acquired or arising after the Closing Date and shall submit to Agent a supplement to Section 4 of the Perfection Certificate to reflect such additional rights; provided, that such Loan Party Obligor’s Party's failure to do so shall not impair Agent’s 's security interest therein. Each Loan Party Obligor shall execute a separate security agreement granting Agent a security interest in such Intellectual Property (whether owned on the Closing Date or thereafterthereafter and solely to the extent constituting Collateral), in form and substance reasonably acceptable to Agent and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable; provided, that such Loan Party Obligor’s Party's failure to do so shall not impair Agent’s 's security interest therein. Each Loan Party owns or has, and will at all times continue to 314050368.12 own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in necessary for the conduct of such Loan Party’s 's business, and each Loan Party is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of Intellectual PropertyProperty necessary for the conduct of business. No Loan Party has any knowledge that, or has received any written notice claiming that, any of such Intellectual Property (to the extent constituting Collateral) materially infringes upon or violates the intellectual property rights of any other Person. To any Loan Party’s knowledge, there is no third party Intellectual Property licensed to a Loan Party that is necessary for, or critical to, the manufacture, sale or distribution of any products or services of any Loan Party, and no licensed third party Intellectual Property is necessary for Agent to exercise its rights to enforce Agent’s Liens with respect to the Collateral, including the right to dispose of it, during the existence of an Event of Default. (d) Each Loan Party has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained in connection with such Loan Party’s 's business operations, and all such licenses and permits are valid and in full force and effect, except for any licenses or permits the failure of which to maintain or be in full force and effect, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Loan Party has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Loan Party Obligor has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan PartyParty Obligor’s business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental matters, except to the extent the non-compliance therewith could not reasonably be expected to have a Material Adverse Effect. (b) No Loan Party Obligor has received written notice of default or violation, or nor is any Loan Party Obligor in default or violation, with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan PartyParty Obligor’s business, affairs, properties or assets. No Loan Party Obligor has received written notice of or been charged with, or is, to the knowledge of any Loan PartyParty Obligor, under investigation with respect to, any violation in any material respect of any provision of any applicable law. (c) No Loan Party Obligor owns any registered Intellectual PropertyProperty as of the date hereof, except as set forth in Section 4 of the Perfection CertificateDisclosure Schedule. Except as set forth in Section 4 of the Perfection CertificateDisclosure Schedule, none of the Intellectual Property owned by any Loan Party Obligor is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor. Each Loan Party Obligor shall promptly (but in any event within thirty (30) days thereafter) notify Agent Lender in writing of any additional registered Intellectual Property rights acquired or arising after the Closing Date date hereof and shall submit to Agent Lender a supplement to Section 4 of the Perfection Certificate Disclosure Schedule to reflect such additional rights; provided, rights (provided that such Loan Party Obligor’s failure to do so shall not impair AgentLender’s security interest therein). Each Loan Party Obligor shall execute a separate security agreement granting Agent Lender a security interest in such Intellectual Property (whether owned on the Closing Date date hereof or thereafter), in form and substance reasonably acceptable to Agent Lender and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or or United States Copyright Office, as applicable; provided, applicable (provided that such Loan Party Obligor’s failure to do so shall not impair AgentLender’s security interest therein). Each Loan Party Obligor owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan PartyParty Obligor’s business, and each Loan Party Obligor is in compliance, and will continue at all times to comply, in all material respects with all material licenses, user agreements and other such agreements regarding the use of Intellectual Property. No As of the date hereof, no Loan Party Obligor has any knowledge that, or has received any notice claiming that, any of such Intellectual Property infringes upon or violates the rights of any other Person. (d) Each Loan Party Obligor (i) has each Federal Maritime Commission (“FMC”) license that is required to operate its business as currently being operated, and has undertaken each registration, publishes each tariff and has in place each bond required by the FMC with respect to its business operations, (ii) is in full compliance with all applicable requirements of the United States Shipping Act of 1984, as amended, FMC regulations and other United States laws and regulations applicable to it with respect to water, air, rail, motor, and other transportation, freight forwarding, warehousing, cargo receipt and handling and logistics, and (iii) except to the extent any non-compliance could not reasonably be expected to have a Material Adverse Effect, is in compliance with all applicable foreign laws and regulations with respect to water, air, rail, motor, and other transportation, freight forwarding, warehousing, cargo receipt and handling and logistics. (e) Without limiting subparagraph (d) above, each Loan Party Obligor has, and will continue at all times to have, all international, federal, state, local and other licenses and permits required to be maintained in connection with such Loan PartyParty Obligor’s business operations, including, without limitation, those required by the United States Department of Transportation, International Air Transportation Association, United States Department of Homeland Security and Border Service, and United States Customs and Border Protection, except where the failure to maintain any such license or permit could not reasonably be expected to have a Material Adverse Effect, and all such licenses and permits are valid and in full force and effect. Each Loan Party Obligor has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof. No Loan Party Obligor is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn. Each Loan Party Obligor (i) maintains all surety bonds required by all applicable international, federal, state and local laws and (ii) is compliant with the Customs-Trade Partnership Against Terrorism.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Loan Party Borrower has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan PartyBorrower’s business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental mattersmatters except in each case to the extent noncompliance could not reasonably be expected to have a Material Adverse Effect. (b) No Loan Party Borrower has received written notice of default or violation, or nor is Borrower in default or violation, with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan PartyBorrower’s business, affairs, properties or assets, except to the extent as could not reasonably be expected to result in a Material Adverse Effect. No Loan Party Borrower has not received written notice of or been charged with, or is, to the knowledge of any Loan PartyBorrower, under investigation with respect to, any violation in any material respect of any provision of any applicable lawlaw except to the extent as could not reasonably be expected to result in a Material Adverse Effect. (c) No Loan Party Obligor owns Borrower does not own any material Intellectual Property, except as set forth in Section 4 of the Perfection CertificateDisclosure Schedule. Except as set forth in Section 4 of the Perfection CertificateDisclosure Schedule, none of the material Intellectual Property owned by any Loan Party Obligor Borrower is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor Borrower is the licensor or franchisor. Each Loan Party Obligor Borrower shall promptly (but in any event within thirty (30) days thereafter) notify Agent Lender in writing of any additional material Intellectual Property rights acquired or arising after the Closing Date and shall submit to Agent Lender a supplement to Section 4 of the Perfection Certificate Disclosure Schedule to reflect such additional rights; provided, rights (provided that such Loan Party ObligorBorrower’s failure to do so shall not impair AgentLender’s security interest therein). Each Loan Party Obligor Borrower shall execute a separate security agreement granting Agent Lender a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent Lender and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable; provided, applicable (provided that such Loan Party ObligorBorrower’s failure to do so shall not impair AgentLender’s security interest therein). Each Loan Party Borrower owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan PartyBorrower’s business, and each Loan Party Borrower is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of material Intellectual Property. No Loan Party has Borrower does not have any knowledge that, or has received any notice claiming that, any of such Intellectual Property infringes upon or violates the rights of any other Person. (d) Each Loan Party Borrower has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained in connection with such Loan PartyBorrower’s business operations, and all such licenses and permits are valid and in full force and effect. Each Loan Party Borrower has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened in writing proceedings for the suspension, termination, revocation or limitation thereof. No Loan Party Borrower is not aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn, in each case except to the extent as could not reasonably be expected to result in a Material Adverse Effect.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Loan Party has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s 's business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental matters, except to the extent any such failure, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. (b) No Loan Party has received written notice of default or violation, or is in default or violation, with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s 's business, affairs, properties or assets. No Loan Party has received written notice of assets which if determined adversely could reasonably be expected, individually or been charged with, or isin the aggregate, to the knowledge of any Loan Party, under investigation with respect to, any violation result in any material respect of any provision of any applicable lawa Material Adverse Effect. (c) No Loan Party Obligor owns any registered Intellectual Property, except as set forth in Section 4 of the Perfection Certificate. Except as set forth in Section 4 9 of the Perfection Certificate, none of the Intellectual Property owned by any Loan Party Obligor is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor. Each Loan Party Obligor shall promptly (but in any event within thirty (30) days thereafterin connection with delivery of the next quarter-end compliance certificate herein) notify Agent in writing of any additional Intellectual Property rights acquired or arising after the Closing Date and shall submit to Agent a supplement to Section 4 9 of the Perfection Certificate to reflect such additional rights; provided, that such Loan Party Obligor’s Party's failure to do so shall not impair Agent’s 's security interest therein. Each Loan Party Obligor shall execute a separate security agreement granting Agent a security interest in such registered Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or United States Copyright Office, and/or Canadian Intellectual Property Office, as applicable; provided, that such Loan Party Obligor’s Party's failure to do so shall not impair Agent’s 's security interest therein. Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan Party’s 's business, and each Loan Party is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of Intellectual Property. No Loan Party has any knowledge that, or has received any notice in writing claiming that, (which claim appears to be valid and asserted in good faith) that any of such Intellectual Property infringes upon or violates the rights of any other Person. (d) Each Loan Party has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained in connection with such Loan Party’s 's business operations, and all such licenses and permits are valid and in full force and effecteffect except to the extent any such failure could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. Each Loan Party has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereofthereof except to the extent any such failure could not reasonably be expected, individually or in the aggregate, to result in a Material Adverse Effect. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn. (e) Notwithstanding anything to the contrary contained in this Agreement, no Loan Party shall be permitted to dispose of, or make any Investments, Restricted Payments or incur any Indebtedness in the form of, Intellectual Property (and any such transactions shall not be permitted under Article 8 herein), to the extent that the use of such Intellectual Property is reasonably necessary to permit the Agent to enforce its rights and remedies under the Loan Documents with respect to the Collateral, or the such proposed transaction would otherwise materially adversely affect the appraised value of the Collateral unless such transaction is subject to a non-exclusive royalty-free license of such Intellectual Property in favor of the Agent for use in connection with the exercise of rights and remedies of the Lenders under the Loan Documents in respect of the Collateral, which license shall be in form and substance reasonably satisfactory to Agent in its Permitted Discretion.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental matters. (b) No Loan Party has received written notice of default or violation, or is in default or violation, with respect to any material judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s business, affairs, properties or assets. No Loan Party has received written notice of or been charged with, or is, to the knowledge of any Loan Party, under investigation with respect to, any violation in any material respect of any provision of any applicable law. (c) No Loan Party Obligor owns any material registered (or applied for) Intellectual PropertyProperty as of the Closing Date, except as set forth in Section 4 of the Perfection Certificate. Except as set forth in Section 4 of the Perfection Certificate, none of the material Intellectual Property owned by any Loan Party Obligor is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor, other than those entered into in the Ordinary Course of Business. Each Loan Party Obligor shall promptly (but in any event within thirty (30) days thereafter) notify Agent in writing of any additional material Intellectual Property rights acquired or arising after the Closing Date and shall submit to Agent a supplement to Section 4 of the Perfection Certificate to reflect such additional rightsrights with respect to registered or applied for Intellectual Property; provided, provided that such Loan Party Obligor’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party Obligor shall execute a separate security agreement granting Agent a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent and suitable for registering such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or United States Copyright Office, as applicable; provided, provided that such Loan Party Obligor’s failure to do so shall not impair Agent’s security interest therein. Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan Party’s business, and each Loan Party is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of material Intellectual Property. No Loan Party has any knowledge that, or has received any notice claiming that, any of such material Intellectual Property infringes upon or violates the rights of any other Person. (d) Each Loan Party has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained in connection with such Loan Party’s business operations, and all such licenses and permits are valid and in full force and effect, in each case except as could not reasonably be expected to result in a Material Adverse Effect. Each Loan Party has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn, except as could not reasonably be expected to result in a Material Adverse Effect. (e) Each Loan Party has complied, and will continue at all times to comply, in all material respects with all provisions of the PCI Standards.

Compliance with Laws; Intellectual Property; Licenses. (a) Each Loan Party has complied, and will continue at all times to comply, in all material respects with all provisions of all applicable laws and regulations, including those relating to the ownership of real or personal property, the conduct and licensing of each Loan Party’s 's business, the payment and withholding of Taxes, ERISA and other employee matters, and safety and environmental matters. (b) No Loan Party has received written notice of default or violation, or is in default or violation, with respect to any judgment, order, writ, injunction, decree, demand or assessment issued by any court or any federal, state, local, municipal or other Governmental Authority relating to any aspect of any Loan Party’s 's business, affairs, properties or assets. No Loan Party has received written notice of or been charged with, or is, to the knowledge of any Loan Party, under investigation with respect to, any violation in any material respect of any provision of any applicable law. (c) No Loan Party Obligor owns any registered Intellectual Property, except as set forth in Section 4 of the Perfection Certificate. Except as set forth in Section 4 of the Perfection Certificate, none of the Intellectual Property owned by any Loan Party Obligor is the subject of any licensing or franchise agreement pursuant to which such Loan Party Obligor is the licensor or franchisor. Each Loan Party Obligor shall promptly (but in any event within thirty (30) days thereafter) notify Agent in writing of any additional Intellectual Property rights acquired or arising after the Closing Date and shall submit to Agent a supplement to Section 4 of the Perfection Certificate to reflect such additional rights; provided, that such Loan Party Obligor’s 's failure to do so shall not impair Agent’s 's security interest therein. Each Loan Party Obligor shall execute a separate security agreement granting Agent, for the benefit of Agent and Lenders, a security interest in such Intellectual Property (whether owned on the Closing Date or thereafter), in form and substance reasonably acceptable to Agent and suitable for registering recording such security interest in such Intellectual Property with the United States Patent and Trademark Office and/or Office, United States Copyright Office, or any Intellectual Property registrar in any other jurisdiction as applicable; provided, that such Loan Party Obligor’s 's failure to do so shall not impair Agent’s 's security interest therein. Each Loan Party owns or has, and will at all times continue to own or have, the valid right to use all material patents, trademarks, copyrights, software, computer programs, equipment designs, network designs, equipment configurations, technology and other Intellectual Property used, marketed and sold in such Loan Party’s 's business, and each Loan Party is in compliance, and will continue at all times to comply, in all material respects with all licenses, user agreements and other such agreements regarding the use of Intellectual Property. No Loan Party has any knowledge that, or has received any notice claiming that, any of such Intellectual Property infringes upon or violates the rights of any other Person. (d) Each Loan Party has and will continue at all times to have, all federal, state, local and other licenses and permits required to be maintained in connection with such Loan Party’s 's business operations, and all such licenses and permits are valid and in full force and effect. Each Loan Party has, and will continue at all times to have, complied with the requirements of such licenses and permits in all material respects, and has received no written notice of any pending or threatened proceedings for the suspension, termination, revocation or limitation thereof. No Loan Party is aware of any facts or conditions that could reasonably be expected to cause or permit any of such licenses or permits to be voided, revoked or withdrawn.