Common use of Licenses; Intellectual Property Clause in Contracts

Licenses; Intellectual Property. Parent, Holdings, the Borrower and each of its Subsidiaries owns or is the licensee of all patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, governmental or otherwise, and all other rights, priorities or privileges relating to Intellectual Property necessary for the conduct of their respective businesses as presently conducted, without any known material conflict with the rights of any other Person. No settlement agreements, consents, licenses, judgments, orders, forbearance to sue or similar obligations limit or restrict Parent's, Holdings', thx Xorrower's or any of its Subsidiaries' rights in and to such patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, or such other rights, priorities or privileges relating to Intellectual Property. No claim or proceeding, or to the knowledge of the Borrower, threat of claim or proceeding, has been asserted by any Person against Parent, Holdings, the Borrower or any of its Subsidiaries relating to the use, right to use or ownership of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses, or challenging or questioning the validity or effectiveness of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses. Parent, Holdings, the Borrower and its Subsidiaries have taken all commercially reasonable steps to maintain the confidentiality of their trade secrets and, to the Borrower's knowledge, there has been no misappropriation of any of such trade secrets by any Person. Schedule 5.10 attached hereto correctly lists, as of the Closing Date, all patents, trademarks, service marks, trade names, trade dress, copyrights and material governmental licenses, authorizations and similar rights, of the Borrower and the Guarantors. All material copyrights are registered with the United States Copyright Office.

Licenses; Intellectual Property. Parent, Holdings, the The U.S. Borrower and each of its Subsidiaries owns or is the licensee of all patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, governmental or otherwise, and all other rights, priorities or privileges relating to Intellectual Property necessary for the conduct of their respective businesses as presently conducted or as presently proposed to be conducted, without any known material conflict with the rights of any other Person. No settlement agreements, consents, licenses, judgments, orders, forbearance to sue xxx or similar obligations limit or restrict Parent's, Holdings', thx Xorrower's the U.S. Borrower’s or any of its Subsidiaries' ’ rights in and to such patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, or such other rights, priorities or privileges relating to Intellectual Property. No claim or proceeding, or to the knowledge of the BorrowerBorrowers, threat of claim or proceeding, has been asserted by any Person against Parent, Holdings, the U.S. Borrower or any of its Subsidiaries Subsidiaries, relating to the use, right to use or ownership of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses, or challenging or questioning the validity or effectiveness of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses. Parent, Holdings, the The U.S. Borrower and its Subsidiaries have taken all commercially reasonable steps to maintain the confidentiality of their trade secrets and, to the Borrower's Borrowers’ knowledge, there has been no misappropriation of any of such trade secrets by any Person. Schedule 5.10 attached hereto correctly lists, as of the Closing Effective Date, all patents, registered trademarks, registered service marks, trade domain names, trade dressregistered copyrights, copyrights franchises and licenses, including all material governmental licenses, authorizations and similar rights, of the U.S. Borrower and the Guarantorseach Subsidiary Guarantor. All material copyrights copyrights, if any, are registered with the United States Copyright Office and, if applicable, the Canadian Intellectual Property Office.. Any applied for or registered patent, trademark, service xxxx, trade dress, domain name or copyright, owned or licensed by the Loan Parties has been duly maintained and has not been cancelled, allowed to expire, surrendered, or abandoned, except as noted on Schedule 5.10. All registered trademarks, service marks, trade dress, domain names and copyrights and all issued patents listed on Schedule 5.10 are subsisting and in full force and effect, except as noted on Schedule 5.10. The Borrowers and each Subsidiary Guarantor have in place systems that are at least consistent with industry standards to protect their rights in the Intellectual Property used in their businesses. - 70 -

Licenses; Intellectual Property. Parent, Holdings, the Borrower Parent and each of its Subsidiaries owns or is the licensee of all patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, governmental or otherwiseotherwise that are individually or in the aggregate material to the business, and all other material rights, priorities or privileges relating to Intellectual Property necessary for the conduct of their respective businesses as presently conducted, without any known material conflict with the rights of any other Person. No settlement agreements, consents, licenses, judgments, orders, forbearance to sue xxx or similar obligations limit or restrict Parent's, Holdings', thx Xorrower's ’s or any of its Subsidiaries' ’ rights in and to such patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, or such other rights, priorities or privileges relating to Intellectual PropertyProperty except those that do not relate to such patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations that individually or in the aggregate are material to the business of Parent and its Subsidiaries or involve material amounts of money. No claim or proceeding, or to the knowledge of the Borrower, threat of claim or proceeding, has been asserted by any Person against Parent, Holdings, the Borrower Parent or any of its Subsidiaries relating to the use, right to use or ownership of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses, or challenging or questioning the validity or effectiveness of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses. Parent, Holdings, the Borrower Parent and its Subsidiaries have taken all commercially reasonable steps to maintain the confidentiality of their material trade secrets and, to Parent’s and the Borrower's ’s knowledge, there has been no misappropriation of any of such trade secrets by any Person. Schedule 5.10 attached hereto correctly lists, as of the Closing Date, all patents, trademarks, service marks, trade names, trade dress, trademarks and copyrights and material governmental licenses, authorizations and similar rights, of the Borrower or any Guarantor registered at the United States Patent and Trademark Office, the GuarantorsUnited States Copyright Office or any other recording office in the United States for the recording of Intellectual Property (other than inactive or immaterial Intellectual Property) and .other material domestic Intellectual Property. All material copyrights are registered with the United States Copyright Office.

Licenses; Intellectual Property. Parent, Holdings, the Borrower and each of its Subsidiaries owns or is the licensee of all patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, governmental or otherwiseotherwise that are individually or in the aggregate material to the business, and all other material rights, priorities or privileges relating to Intellectual Property necessary for the conduct of their respective businesses as presently conducted, without any known material conflict with the rights of any other Person. No settlement agreements, consents, licenses, judgments, orders, forbearance to sue xxx or similar obligations limit or restrict Parent's’s, Holdings', thx Xorrower's the Borrower’s or any of its Subsidiaries' ’ rights in and to such patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, or such other rights, priorities or privileges relating to Intellectual PropertyProperty except those that do not relate to such patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations that individually or in the aggregate are material to the business of the Borrower or its Subsidiaries or involve material amounts of money. No claim or proceeding, or to the knowledge of the Borrower, threat of claim or proceeding, has been asserted by any Person against Parent, Holdings, the Borrower or any of its Subsidiaries relating to the use, right to use or ownership of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses, or challenging or questioning the validity or effectiveness of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses. Parent, Holdings, the Borrower and its Subsidiaries have taken all commercially reasonable steps to maintain the confidentiality of their material trade secrets and, to the Borrower's ’s knowledge, there has been no misappropriation of any of such trade secrets by any Person. Schedule 5.10 attached hereto correctly lists, as of the Closing Date, all material or registered patents, trademarks, service marks, trade names, trade dress, copyrights and material governmental licenses, authorizations and similar rights, of the Borrower and the Guarantors. All material copyrights are registered with the United States Copyright Office.

Licenses; Intellectual Property. Parent, Holdings, the The U.S. Borrower and each of its Subsidiaries owns or is the licensee of all patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, governmental or otherwise, and all other rights, priorities or privileges relating to Intellectual Property necessary for the conduct of their respective businesses as presently conducted or as presently proposed to be conducted, without any known material conflict with the rights of any other Person. No settlement agreements, consents, licenses, judgments, orders, forbearance to sue xxx or similar obligations limit or restrict Parent's, Holdings', thx Xorrower's the U.S. Borrower’s or any of its Subsidiaries' ’ rights in and to such patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, or such other rights, priorities or privileges relating to Intellectual Property. No Except as set forth on Schedule 5.10, no claim or proceeding, or to the knowledge of the BorrowerBorrowers, threat of claim or proceeding, has been asserted by any Person against Parent, Holdings, the U.S. Borrower or any of its Subsidiaries Subsidiaries, relating to the use, right to use or ownership of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses, or challenging or questioning the validity or effectiveness of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses. Parent, Holdings, the The U.S. Borrower and its Subsidiaries have taken all commercially reasonable steps to maintain the confidentiality of their trade secrets and, to the Borrower's Borrowers’ knowledge, there has been no misappropriation of any of such trade secrets by any Person. Schedule 5.10 attached hereto correctly lists, as of the Closing Date, all patents, registered trademarks, registered service marks, domain names, registered copyrights, franchises and licenses, including all material governmental licenses, of the U.S. Borrower and each Subsidiary Guarantor. All material copyrights, if any, are registered with the U.S. Copyright Office and, if applicable, the Canadian Intellectual Property Office. Any applied for or registered patent, trademark, service xxxx, trade dress, domain name or copyright, owned or licensed by the Loan Parties has been duly maintained and has not been cancelled, allowed to expire, surrendered, or abandoned, except as noted on Schedule 5.10. All registered trademarks, service marks, trade names, trade dress, domain names and copyrights and material governmental licensesall issued patents listed on Schedule 5.10 are subsisting and in full force and effect, authorizations and similar rights, of the Borrower and the Guarantors. All material copyrights are registered with the United States Copyright Office.except as noted on Schedule