Common use of Quality Control Clause in Contracts

Quality Control. Section 4.01 At all times, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature facilities, amenities, services and goods covered by this Agreement will be of high quality of all Licensed Services shall conform to the quality standards and specificationsthat such amenities, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included will be designed, manufactured, sold and distributed in the Licensed Services. Section 4.03 Licensor has the sole full and exclusive right to control the appearance complete compliance with all applicable laws of the Licensed Marks, including the quality relevant jurisdictions of the xxxx in the Licensed MarksOperations. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of To this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensorend, Licensee shall provide shall, first request that the Licensor with representative samples of inspect and approve any and all advertising, promotion, public relations material, merchandise, or promotional materials, packaging, labels, advertisements products (“Product Sample”) before manufacture or any other materials production. Any Product Sample that include contains any of the Licensed Marks so that Property submitted to Licensor may ensure that said materials are shall be deemed approved unless Licensor disapproves the same in conformance with writing within thirty (30) days after receipt by Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted 4.02 All promotional items and products manufactured or assembled outside of the United States shall be marketed in accordance with this License Agreement shall be in conformance with all prevailing U.S. Customs and Federal Trade Commission and other applicable laws, rules and regulations. To the extent that the Licensor’s obligations for quality control with and from its third party licensors may vary from time to time, Licensee agrees to accept and comply, upon reasonable written notice, with such quality control provisions as may be required under the Licensor’s license agreements with third parties from whom Licensor has obtained the rights to the Licensed Property. 4.03 Licensee acknowledges that providing substandard services or products would have an adverse effect upon the reputation of Licensor and any third party from whom Licensor has obtained such rights, including but not limited to the parties to the agreements listed on Schedule B. Accordingly, Licensee agrees to offer amenities or facilities of high quality standards and not to sell defective products (seconds) which bear the marks of the Licensed Property. 4.04 Licensee agrees to operate the Operations in a manner which meets or exceeds the following minimum quality standards: (a) the business shall affix to be operated in compliance with all materials that bear a Licensed Xxxxapplicable laws and regulations of the relevant jurisdictions of the Operations, including, but not limited to, all stationeryhealth, labelssafety, packagingfire and business codes, advertising and promotional materialstax laws, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark gaming laws and labor codes; (b) the business shall maintain all applicable business licenses, including, but not limited to, business, alcohol, and gaming; (c) the business shall be conducted in a professional and reputable manner, reasonably free from consumer complaints; (d) the premises shall be maintained in a pristine manner, consistently neat, clean and in proper repair and décor, in a highly sanitary condition, and all food and beverage services shall maintain the highest possible rating for cleanliness established by the governing entity for the site; (e) the business shall be operated in a manner that does not tarnish or diminish the value of the goodwill represented by the Licensed Property; and (f) the business shall be operated in a manner that does not adversely affect the goodwill or reputation of the Licensor and its affiliates or the Licensor’s and its affiliates’ ability to obtain or maintain licenses from any regulatory authority, including the Nevada Gaming Commission. 4.05 Licensor (directly or through its authorized agents) shall have the right to inspect the premises upon reasonable notice, at any time. If, at any time, the Licensee fails to operate the Operations in conformity with the quality standards set forth herein, Licensor shall notify Licensee in writing of any such legend as deficiency. Licensee shall have thirty (30) days within which to cure such deficiency. If the Licensee fails to cure any such failure, then Licensor may, at its option, cure the failure and charge the Licensee for the expense of doing so. In the event that the cure cannot be accomplished within thirty (30) days, but the Licensee has made a good faith effort to effect the cure, Licensor may reasonably designate by written notice extend the period to cure for a reasonable time, at Licensor’s sole and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeabsolute discretion.

Quality Control. Section 4.01 At all times, the Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by the Licensor and communicated to the Licensee from time to time. All use of the Licensed Marks made by the Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 The Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by the Licensor and communicated to the Licensee from time to time time, and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 The Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx mark in the Licensed Marks. The Licensor shall have the right to inspectinspxxx, upon reasonable notice and at all reasonable times, the business facilities and records of the Licensee and, upon reasonable request, to obtain written materials of the Licensee at any time during the term of this the Agreement so that the Licensor may determine whether the Licensee is appropriately maintaining the Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. The Licensee will immediately modify or discontinue any use of the Licensed Marks that the Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by the Licensor, the Licensee shall provide the Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that the Licensor may ensure that said materials are in conformance with the Licensor's quality standards. Section 4.05 The Licensee agrees that all activities conducted in accordance with this License the Agreement shall be in conformance with all applicable laws, rules and regulations. The Licensee shall affix to all materials that bear a Licensed XxxxMark, including, but not limited to, all stationery, labels, packagingpackaginx, advertising xdvertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as the Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times, Licensee agrees to use To protect the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use value of the Licensed Marks made by Trademark and the Stylized Mxxx, Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specificationsits Subsidiaries agree that, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement and for so long as Licensee or any of its Subsidiaries is using the Licensed Trademark, the Stylized Mxxx or the Licensed Trade Name, the Licensee Business Products manufactured, marketed and/or sold by Licensee and its Subsidiaries will be substantially equivalent, at a minimum, in quality to the Licensee Business Products presently being manufactured and sold by the Licensor as of the Closing Date with respect to materials, workmanship, and performance. Licensee and its Subsidiaries shall not use the Licensed Trademark, the Stylized Mxxx or the Licensed Trade Name in any manner which might reasonably be expected to tarnish, disparage or reflect adversely on Licensor or any of its Affiliates or the Licensed Trademark, the Stylized Mxxx or the Licensed Trade Name. Licensee and its Subsidiaries shall comply in all material respects with all applicable laws and regulations in the manufacture, sale, distribution and marketing of the Licensee Business Products, Existing Packaging, New Packaging, Existing Marketing and Promotional Material, and New Marketing and Promotional Material bearing the Licensed Trademark, the Stylized Mxxx or the Licensed Trade Name, and Licensee and its Subsidiaries shall use all legends, notices, and markings as required by applicable law. Licensor reserves the right to inspect the quality of the Licensee Business Products manufactured, sold, leased, distributed or marketed by Licensee and its Subsidiaries under the Licensed Trademark, the Stylized Mxxx or the Licensed Trade Name in order to ensure that the quality is as aforesaid and for the purpose of maintaining in full force and effect Licensor’s rights to and in the Licensed Trademark, the Stylized Mxxx and the Licensed Trade Name under applicable laws. From time to time, and at Licensor’s expense, Licensor may send representatives to the plants of Licensee and its Subsidiaries (or their contract manufacturers) to consult with and advise Licensee and its Subsidiaries with respect to Licensee’s and its Subsidiaries’ quality control of the Licensee Business Products; provided that Licensor may determine whether shall provide Licensee is appropriately maintaining with five (5) Business Days prior written notice of such visits, that such visits shall be conducted during Licensee’s normal business hours and in a manner so as not to disrupt Licensee’s business operations, and Licensor's quality standards pertaining ’s representatives agree to the Licensed Marks a reasonable confidentiality agreement provided by Licensee and to the Licensed Servicescomply with Licensee’s (or its contract manufacturer’s) then-current security practices and procedures on each visit. Licensee will immediately modify or discontinue In response to any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon reasonable request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materialsand its Subsidiaries shall, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time, at Licensor’s option, send to Licensor one or more of the following: (i) copies of Licensee’s and its Subsidiaries’ quality assurance tests, or equivalents, conducted on the Licensee Business Products, (ii) representative samples of the Licensee Business Products (free of cost and at the expense of Licensee) or (iii) a written certification that all Licensee Business Products sold by Licensee or any of its Subsidiaries during the relevant period have been at least equivalent in quality to the Licensee Business Products presently being manufactured and sold by Licensor immediately prior to the Closing with regard to material, workmanship and performance. Nothing in this agreement shall prohibit Licensor from acquiring Licensee Business Products independently or otherwise independently verifying Licensee’s or its Subsidiaries’ adherence to the quality standards set forth in this Section 9.

Quality Control. Section 4.01 At all times, Licensee agrees Rosemont shall exercise full control with respect to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of the Licensed Product and shall be entitled to approve any and all advertising and promotional materials used in connection with the Licensed Services shall conform Product, including such materials bearing the Licensed Trademark(s) (“Promotional Materials”) as set forth in Section 4.3. Oncogenerix acknowledges that the Licensed Trademarks and Rosemont’s other trademarks have established valuable goodwill and are well recognized in the minds of the relevant class of customers, and Oncogenerix agrees that the Promotional Material and any Activities relating to the Licensed Products shall be equal to the standard of quality standards heretofore established and specifications, as may be established maintained by Licensor Rosemont and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included its Affiliates in the Licensed Servicesoperation of its business. Section 4.03 Licensor has the sole (a) At Rosemont’s request, Oncogenerix shall: (i) provide specimens of Licensed Product, Promotional Materials and exclusive right other materials reasonably sufficient to control the appearance of the Licensed Marks, including enable Rosemont to further monitor the quality of the xxxx Licensed Product and/or Promotional Materials offered by Oncogenerix in connection with the Licensed Marks. Licensor shall have the right Trademark(s); and (ii) permit Rosemont (and/or its authorized representatives) to inspect, upon during regular business hours and on reasonable notice and at all reasonable timesprior written request, the business portions of the premises and facilities (except with respect to current Third Party subcontractors, in such case Oncogenerix shall only be required to use Reasonable Diligence to cause such Third Party to allow such inspection) where the Licensed Products will be stored under the Licensed Trademark(s). (b) Oncogenerix agrees to use Reasonable Diligence to comply with applicable laws and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining regulations relating to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed XxxxTrademark(s), including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark those laws and (b) such legend as Licensor may reasonably designate by written notice and regulations which require Oncogenerix to indicate that it is required or otherwise reasonably necessary to allow adequate protection a licensee of the Licensed Marks Trademark(s), that Rosemont owns the Licensed Trademark(s) and/or that Rosemont is the source of the products and/or services sold thereunder. (c) Oncogenerix shall use Reasonable Diligence to comply with all applicable international, federal, state and local laws, regulations, standards, statutes and guidelines, and obtain all foreign and domestic government approvals, pertaining to the benefits thereof under applicable trademark laws from time Activities relating to timethe Licensed Products in the Territory. (d) Oncogenerix shall not, by any act or omission, tarnish, disparage, degrade, dilute or injure the reputation of the Licensed Trademark(s) owned by Rosemont or its Affiliates and/or the goodwill associated therewith.

Quality Control. Section 4.01 At all times, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards a. All Goods marketed and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made sold by Licensee hereunder shall faithfully reproduce under the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and Trademark shall not deviate materially from the current be of a quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including less than the quality of such Goods now being sold under the xxxx Trademark by Licensor, and Licensee shall consistently apply good manufacturing practices in all phases of production, packaging, storage, and shipment of the Goods. For the purpose of ensuring such quality, Licensor may at any reasonable time during regular business hours inspect the processing facilities of Licensee, inspect the Goods at the places where they are processed or stored and take reasonable samples thereof. b. At least once per calendar year upon receipt of Licensor's written request, Licensee shall furnish to Licensor two (2) cases of Goods and representative samples of labels, packaging and advertising materials bearing the Trademarks. c. Licensee shall comply with all applicable federal and state laws and regulations regarding the processing and packaging of the Goods, and its failure to do so will be deemed a material breach of this Agreement. d. Licensee acknowledges that Licensor has an overriding interest in protecting the reputation of Licensor and of XXXXXXXX'X branded products. Accordingly, Licensee shall, immediately upon notice thereof, fully inform Licensor as to any actual or proposed action, by any governmental agency, consumer or environmental group, media or other organization directed toward removing any quantity of any of the Goods from the market in all or any portion of the Territory, based on alleged injury or death, alleged unwholesomeness or potential for harm, alleged contamination, tampering or similar act and/or alleged violation of law in connection with production, labeling, packaging, storage, shipment, advertising and/or sale. Except for the removal of the Goods from the inventories of third parties in the Licensed Marksordinary course of normal quality maintenance as established by industry norms based on the shelf life of the Goods, Licensee shall likewise immediately and full inform Licensor as to any proposal on Licensee's part to remove any quantity of any of the Goods from the market in all or in any portion of the Territory on account of suspected nonconformity with the specifications, improper labeling, unwholesomeness, possibility of consumer harm and/or violation of any law(s). Licensee shall closely coordinate with Licensor in respect to any proposed actions and public statements in respect to the foregoing, and shall have the right carefully consider, and if reasonable to inspectdo so, upon reasonable notice and at follow all reasonable times, the business facilities and records requests of Licensor in respect thereto. Licensee and, upon reasonable request, to obtain written materials of Licensee at shall not issue any time during the term of this Agreement so public statement implying that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards has any responsibility for the manufacture, packaging, labeling, shipping, advertising or any other activity related to the sale of the Goods. All information pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be matters dealt with in compliance with its quality standards. this Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement 7.d shall be held in conformance with all applicable lawsabsolute confidence, rules except only as between Licensee and regulationsLicensor and their respective attorney(s) or as ordered by any court or agency of competent jurisdiction. Licensee Any violation of Licensee's obligations described in this Section 7.d shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection be grounds for immediate termination of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timethis Agreement.

Quality Control. Section 4.01 At all timesA. Licensee shall comply with the Trademark Usage Guidelines at Schedule C and use the Trademark shown at Schedule A only in connection with the registered post secondary or tertiary institution and programmes listed during the registration process that complied with the standards of quality as determined by the Licensor. B. If the Licensee uses the trademark in connection with programmes not listed during the registration process, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All shall at its expense immediately cease further use of the Licensed Marks made by Licensor’s Trademark in connection with those programmes. In addition, Licensee hereunder shall faithfully reproduce also immediately remove the design Trademark from all Collateral Material and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees use its best efforts to recall such Collateral Material or, at a minimum, ensure that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems Trademark on Collateral Material is not to be in compliance with its quality standards. Section 4.04 Upon request by Licensorvisible. Collateral Material being documentation, Licensee shall provide Licensor with representative samples of all student handbook, advertising, and promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising to (i) sales literature and promotional materials, manuals, invoices and all other printed materialssales material, (aii) notices in compliance with applicable trademark laws product data sheets, and (biii) such legend as Licensor may reasonably designate by written notice web sites, marketing, communications and is required or otherwise reasonably necessary to allow adequate protection public relations materials. Collateral Material does not include certificates for graduates. C. All use of the Licensed Marks Trademarks in Collateral Material shall be in the form set forth in the Trademark Usage Guidelines at Schedule C and contain the benefits thereof under relevant attribution statement prescribed in the Trademark Usage Guidelines, (attached hereto as Schedule C). In connection with the quality control and approval requirements set forth herein, Licensee agrees to use such forms, procedures and methods of communication as may be specified by Licensor. In addition, Schedule C contains Trademark Usage Guidelines that are applicable trademark laws from time to timethis agreement. D. In addition to complying with the quality control and approval procedures of this paragraph, Licensee agrees that all Collateral Material shall be of high quality and comply with all laws, rules, regulations and requirements of any governmental or administrative body or voluntary industry standards which may be applicable to the advertising, merchandising, publicity, promotion, sale and distribution of the Collateral Material. E. In a continuing effort to improve the quality of education, Licensor requires that Licensee completes a Registered Institution’s Annual Report. The Registered Institution’s Annual Report being a document which details any changes or developments which may have been made since the effective date of registration of the institution. Licensee shall also cooperate fully in furnishing information to Licensor as requested by Licensor concerning Licensee’s activities pursuant to this Agreement.

Quality Control. Section 4.01 At all times, 3.1 The Licensee agrees to use shall ensure that: 3.1.1 the Licensed Products manufactured and/or supplied by the Licensee comply with the Standards of Quality; 3.1.2 all applicable regulations, laws and codes of practice are complied with by the Licensee; and 3.1.3 the Licensor’s recommendations as to quality control methods, testing procedures and similar matters, brief particulars of which are set out in Schedule 2, are strictly adhered to. 3.2 The Licensee shall not do anything, or fail to do anything, which act or omission may jeopardise any regulatory or other relevant consents, permits or approvals relating to the Licensed Products. 3.3 The Licensee shall promptly notify the Licensor on becoming aware of any actual breaches of applicable laws or regulations relating to the manufacture or sale of the Licensed Products. 3.4 Provided that all licensees inside the European Union who have been granted a licence by the Licensor to manufacture, market and/or sell the Products are subject to an equivalent notice obligation in relation to their respective territories, the Licensee shall procure that all the Licensed Products sold and all quotations, specifications, advertisements and other materials relating to the Licensed Products are marked with a notice, in a form to be approved by the Licensor, stating that: 3.4.1 the Marks in are used under licence from the Territory only in accordance with such quality standards Licensor and specifications including any particulars of the Marks; and 3.4.2 the Licensed Products are not for sale outside the Territory; as may be established requested by the Licensor and communicated to Licensee from time to time, or as required by the laws in force in the Territory (or relevant part of it). All Upon receipt of the proposed notice, the Licensor has thirty days to approve the notice, such approval not to be unreasonably withheld by the Licensor. If the Licensor does not approve or object to the notice within this time period, the notice shall be deemed approved. 3.5 The Licensee shall not engage in any conduct which has material adverse effect on, or is reasonably likely in the future to have a material adverse effect on, any “Bols” marks or similar marks (whether inside or outside of the Territory) which are owned by the Licensor or any of its Affiliates. 3.6 Subject to Clause 3.7, no trade xxxx or logo, apart from the Marks, may be affixed to or used in relation to the Licensed Products in any form whatsoever. The Licensee shall not use any other trade marks which are, in the reasonable opinion of the Licensor, confusingly similar to any of the Marks and, save as provided in Clause 2.1 above, shall not use the Marks or any words confusingly similar to any of the Marks as, or as part of, its corporate or trading name. 3.7 Notwithstanding Clause 3.6 above, the Licensee may identify itself as the supplier of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed ServicesProducts. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all timesLicensee acknowledges that uniform and high standards of quality are necessary to maintain the public image, reputation, widespread acceptance, and substantial goodwill represented by and associated with the Licensed Marks and Licensed Domain Names. Licensee agrees to shall use the Licensed Marks in the Territory only and Licensed Domain Names in accordance with such quality standards the guidelines attached hereto as Schedule D and specifications as any other trademark usage guidelines that Licensor may be established by Licensor and communicated furnish to Licensee Licensees from time to time. All use , each of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as which may be established by Licensor and communicated to Licensee revised from time to time by Licensor, provided, that, Licensor shall provide Licensee with at least one hundred eighty (180) days’ notice of such revisions before Licensee shall implement such revisions; and shall provided further, that Licensor will not deviate materially from provide to Licensee any such notice during the current two (2) year period after the Closing Date. The quality of services and products included in the Licensed Services. Goods and Services under this Agreement shall be at least of equal quality to the Licensed Goods and Services provided by Licensee prior to the Closing Date. Licensee shall comply with all applicable national, state, regional, provincial, and local laws and regulations in its performance of this Agreement and the licenses granted herein. Upon Licensor’s request, within five (5) Business Days after such request, Licensee shall submit to Licensor for Licensor’s prior approval (a) representative samples of use of the Combination Marks or Licensed Domain Names on or in connection with the Licensed Goods and Services and (b) all advertising and marketing materials in which any of the Combination Marks or Licensed Domain Names are used; provided, that, subject to the terms and conditions of this Agreement, Licensee may continue to use during the Term all advertising and marketing materials in existence as of the Closing Date on the condition that such advertising and marketing materials are compliant with the scope of the license grant in Section 4.03 1(a). If Licensor has fails to notify such Licensee in writing of the sole disapproval of any such samples or materials within thirty (30) calendar days after Licensor’s receipt, Licensor shall be deemed to have approved such samples or materials, as applicable. Upon Licensor’s request, within five (5) Business Days after such request, Licensee shall also submit to Licensor then-current samples of each use of the Combination Marks or Licensed Domain Names, so that Licensor may assure itself of the maintenance of quality standards. Where appropriate, Licensee shall cause to appear on all advertising and exclusive right marketing materials, and in connection with the Licensed Goods and Services themselves, a notice sufficient to control the appearance of inform consumers that the Licensed Marks, including the quality as part of the xxxx in the Combination Marks, and Licensed Marks. Domain Names are owned by Licensor shall have the right to inspect(provided, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or not be required to insert notices onto any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising marketing and promotional materials, manualsletterhead, invoices business cards and all any other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection similar administrative materials bearing any of the Combination Marks or Licensed Marks and Domain Names existing as of the benefits thereof under applicable trademark laws from time to timeClosing Date, on the condition that such materials are compliant with the scope of the license grant in Section 1(a)).

Quality Control. Section 4.01 At 4.1 The Licensee shall ensure that the Events: (a) comply with all timesapplicable law, rules, regulations, safety standards and codes of practice; (b) are of a quality and standard equal to good industry standard; and (c) are not defective in terms of workmanship, materials or otherwise. The Licensee agrees to use shall further ensure that the Licensed Marks in the Territory only Events are approved by Licensor in accordance with the approval process set forth in Annex B attached to this Agreement. For the avoidance of doubt any approval given by the Licensor shall not constitute a waiver of the rights of the Licensor or the Licensee’s obligations and duties under this Agreement. 4.2 If the initial concept or samples provided under Section 4.1 are not approved by the Licensor the Licensee shall make such quality standards and specifications modifications as may reasonably be established required by the Licensor and communicated re submit such samples to the Licensor for its approval (such approval not to be unreasonably withheld or delayed). The Licensee shall not materially alter or amend the Events approved for production by the Licensor pursuant to this Section 4 without first obtaining the written approval of the Licensor in accordance with Section 4.1. 4.3 The Licensee shall on the Licensor’s request provide the Licensor with details of any complaints it has received in relation to the Events together with a report on the steps taken or being taken to resolve and fully address such complaints. Any complaints raising or potentially raising any issue of safety shall be reported to the Licensor (without a request from time the Licensor being necessary) within ten working days of receipt. The Licensee shall comply with any reasonable directions given by the Licensor in respect of such complaints. 4.4 Licensor and its duly authorized representative(s) shall have the right, during normal business hours upon reasonable advance notice, to timeinspect any facility, storage, warehousing, vehicle, ship, aircraft, goods, supplies, and anything else used in connection with Licensed IP by Licensee in order for Licensor to monitor the quality of the Events being provided by Licensee and to ensure that the quality of the Events is of the required standard and consistent with the samples provided. All Upon Licensor’s written request, Licensee shall grant Licensor access to individuals or organizations served by Licensee in order for Licensor to monitor use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to IP accordance with the quality standards and specificationsother requirements of this Agreement. If Licensor notifies Licensee in writing of the disapproval of the quality of Events provided by Licensee in connection with Licensed IP or any misuse of Licensed IP, Licensee shall take prompt steps as reasonably required by the Licensor to improve such quality and/or to remedy trademark use. 4.5 Licensee acknowledges and agrees: (a) that it will use Licensed IP properly as determined by the applicable U.S. and European Union trademark laws; (b) that the exercise of the licence and worldwide rights granted to the Licensee under this Agreement is subject to all applicable laws, enactments, regulations and other similar instruments, and the Licensee understands and agrees that it shall at all times be solely liable and responsible for such due observance and performance. 4.6 In order to promote the Events the Licensee may be established by display so far as is reasonably required to advertize and establish a link to the Events, Licensed IP on the Licensee’s and/or the Licensee manufacturers’, publishers’ distributors’ and/or retailers’, websites, on-line or physical publications, streaming services, game covers of the digitally downloaded games or game add-ons, esports platforms or social media platforms and/or networking sites. The Licensor and communicated to Licensee may agree from time to time to the Licensee producing a limited amount of merchandize clearly branded with the Events in order to promote and shall not deviate materially from advertise the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable timesEvents, the business facilities and records cost of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement such merchandize shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate borne by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeLicensee.

Quality Control. Section 4.01 At Licensee agrees to submit to WOCAN for inspection and prior approval all timesdocumentation, marketing collateral or other materials, whether in hard copy, electronic form, or otherwise, and whether to be used in connection with marketing, promotion, social media, online advertising, direct mailing, or otherwise (collectively, the “Materials”), to be used or distributed by Licensee which display the Licensed Marks thereon, except when WOCAN has specifically waived such pre-approval right for a specific usage in writing. Licensee may not use any such Materials without WOCAN’s specific approval in writing. In the event WOCAN advises Licensee in writing that any Materials are disapproved or otherwise unacceptable for any reason, Licensee will not begin distribution of, or will promptly discontinue distribution of, any such unacceptable Materials unless and until the Licensed Marks are removed completely therefrom to WOCAN’S satisfaction. Licensee further agrees thereafter to promptly effect any changes in use or display of the Licensed Marks, as required and directed by XXXXX in writing to Licensee. Licensee further agrees not to use the Licensed Marks in any manner that would disparage, tarnish or dilute the Territory only in accordance with such distinctive quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce or the design reputation and appearance of goodwill embodied in the Licensed Marks as reflected or which would reflect adversely on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality WOCAN, or any of the xxxx in the Licensed Marksits products or services. Licensor shall have the right to inspectright, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable requestits expense, to obtain audit the quality control procedures and the quality of products sold or services provided on a reasonable basis and on 30-days prior notice. In the event the quality falls below the required standards and specifications, Licensor shall provide written materials notice of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining such failures to the Licensed Marks Licensee, and Licensee respectively shall, at its expense and within the 30-day notice period set out in the notice by the Licensor, take such corrective action as is necessary to bring or restore such quality to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standardsrequired level. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all timesA. Licensee shall comply with the Certification Policy and use the Trademarks only in connection with Certified Products that comply with the Standards of Quality. Licensee hereby warrants and represents that each Certified Product complies with the applicable Standard of Quality set forth in the Certification Policy. The POSIX™: Certified by IEEE and The Open Group program requires test results to be provided in order to achieve certification. The Licensee shall retain records of such test results for as long as the Trademarks are used on or in relation to the Certified Products and for a period of one year thereafter. B. In the event any changes in a Certified Product are made due to product defects, corrections or otherwise, Licensee agrees shall ensure that all Certified Products continue to meet the Standards of Quality during the Term of this Agreement. If a Certified Product ceases to qualify as a Certified Product, Licensee shall at its expense immediately cease further use of the Licensed Marks Trademarks in connection with that product. In addition, Licensee shall also immediately cause the Territory only in accordance with Trademarks to be removed from all units of that product and from all Collateral Material and use its best efforts to recall such quality standards Collateral Material from retailers and specifications as may be established by Licensor and communicated to Licensee from time to time. other distributors (other than the ultimate customer) or, at a minimum, ensure that any use of the Trademarks on such products or Collateral Material is not visible. C. All use of the Licensed Marks made by Licensee hereunder Trademarks in Collateral Material shall faithfully reproduce be as follows: A Trademark whenever and wherever it appears in print must be distinguished from the design surrounding text. This applies to all forms of printed media, including advertising copy, product packaging, brochures, manuals, internal memoranda, editorial, articles, correspondence, overhead projector slides, and appearance presentation materials, and to computer video screens. Methods of distinguishing the Trademark include printing it in CAPITALS, italicized text, bold faced text, Initial Capital Letters, or placing the Trademark in ‘‘quotation marks’’. Always try to follow the Trademark with the common generic (the dictionary name) of the Licensed Marks as reflected on Appendix A.product Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform D. In addition to complying with the quality standards control and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term approval procedures of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensorparagraph, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement Collateral Material shall be in conformance of high quality and comply with all applicable laws, rules rules, regulations and regulations. Licensee shall affix requirements of any governmental or administrative body or voluntary industry standards which may be applicable to all materials that bear a Licensed Xxxxthe advertising, includingmerchandising, but not limited topublicity, all stationerypromotion, labels, packaging, advertising sale and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection distribution of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeCollateral Material.

Quality Control. Section 4.01 At all timesA. The Licensee shall comply with the Trademark Usage Guidelines at Schedule C and use the Trademark shown at Schedule A only in connection with the registered post secondary or tertiary institution and programmes listed during the registration process that complied with the standards of quality as determined by the Licensor. B. All use of the Trademark(s) in Collateral Material shall be in the form set forth in the Trademark Usage Guidelines at Schedule C to this Agreement and contain the relevant attribution statement prescribed in the said Trademark Usage Guidelines. In connection with the quality control and approval requirements set forth herein, the Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards forms, procedures and specifications methods of communication as may be established specified by Licensor the Licensor. In addition, Schedule C contains Trademark Usage Guidelines that are applicable to this Agreement. Collateral Material is defined as documentation, student handbooks, advertising, and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxxmaterial, including, but not limited to, all stationery, labels, packaging, advertising to (i) sales literature and promotional materials, manuals, invoices and all other printed materialssales material, (aii) notices in compliance with applicable trademark laws product data sheets, and (biii) such legend as Licensor web sites, marketing, communications and public relations material. Collateral Material does not include certificates for graduates. C. In addition to complying with the quality control and approval procedures of this paragraph, the Licensee agrees that all Collateral Material shall be of high quality and comply with all laws, rules, regulations and requirements of any governmental or administrative body or voluntary industry standards which may reasonably designate by written notice be applicable to the advertising, merchandising, publicity, promotion, sale and is required or otherwise reasonably necessary to allow adequate protection distribution of the Licensed Marks Collateral Material. D. If the Licensee uses the Trademark in connection with programmes not listed during the registration process, the Licensee shall at its expense immediately cease further use of the Licensor’s Trademark in connection with those programmes. In addition, the Licensee shall also immediately remove the Trademark from all Collateral Material and use its best efforts to recall such Collateral Material or, at a minimum, ensure that any use of the benefits thereof under applicable trademark laws from time Trademark on Collateral Material is not visible. E. In a continuing effort to timeimprove the quality of education, the Licensor requires that the Licensee completes a Registered Institution’s Annual Report. The Registered Institution’s Annual Report shall be a document which details any changes or developments which may have been made since the effective date of registration of the Licensee. The Licensee shall also cooperate fully in furnishing information to the Licensor as requested by the Licensor concerning the Licensee’s activities pursuant to this Agreement.

Quality Control. Section 4.01 a) The Parties recognize and acknowledge that the offering of goods or services of inferior quality under the any licensed marks hereunder may damage the business reputation of the Parties and the goodwill associated with such marks. Accordingly, in order to maintain the respective Parties’ reputation for quality, Ocwen will provide products and/or services under the licensed marks of a quality no less than its current quality. All promotional material utilizing the licensed marks must be approved in writing by Altisource prior to use. b) Ocwen shall at all times and in all places permit Altisource, by representatives designated by Altisource, to inspect the use made of the Licensed Intellectual Property under this Agreement. At all times, Licensee agrees to use Ocwen shall comply with the Licensed Marks in the Territory only in accordance with such reasonable quality standards and specifications as may be established by Licensor and communicated to Licensee control procedures furnished or approved, from time to time. All , by Altisource concerning use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design licensed marks and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of any goods or services offered thereunder. Upon reasonable prior notice, Altisource may inspect and review the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities offices and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at Ocwen during normal business hours for compliance with this or any time during the term other provision of this Agreement so Agreement. c) Ocwen shall use and display the licensed marks only in such form and manner as are specifically approved in advance by Altisource. d) Ocwen shall cause to appear the legends, markings, and notices that Licensor Altisource may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to direct on all material used by Ocwen in connection with the Licensed Marks Intellectual Property and on any printed matter on which Ocwen elects to have licensed marks appear. e) Ocwen shall be permitted to use any designs, materials, packages, labels, promotional materials, and advertising materials in relation to any goods or services approved by Altisource; provided, however, that in the Licensed Services. Licensee will immediately modify event that, after the Effective Date, any such design, material, package, label, promotional material, or discontinue advertising material is materially modified, or the manner in which any use of the Licensed Marks that Licensor deems foregoing is used is proposed to be materially modified, Ocwen shall obtain the written approval of Altisource (such approval not to be in compliance with its quality standards. Section 4.04 Upon request by Licensorunreasonably withheld) for such design, Licensee shall provide Licensor with representative samples of all material, package, label, promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packagingmaterial, advertising and promotional materialsmaterial, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) or such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary modified use thereof prior to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeany use thereof.

Quality Control. Section 4.01 At 4.1. Licensee shall use the Trademark Rights in connection with the Licensed Products only upon employing quality standards that meet or exceed the standards recognized by the industry as acceptable for such products. Should the SEMA Wheel Industry Council provide standards, these standards shall be used as the standards recognized by the industry for this Agreement. 4.2. As early as possible, and in any case before commercial production of any Licensed Product, Licensee shall submit to Cragar for Cragar’s review and written approval one copy of all timesconcepts, and all preliminary and proposed final artwork which are to appear on or in any and all SKU’s of the Licensed Products and, if normally available or requested by Cragar at Cragar’s expense, one preproduction prototype of the first usage of each instance of Licensed Material. Cragar shall endeavor to respond to such requests within five business days of the date of receipt. Licensee acknowledges that Cragar may not approve concepts or artwork submitted near the end of the Term. Any pre-production approval Cragar may give will not constitute or imply a representation or belief by Cragar that such materials comply with any applicable Laws. In general, approval shall not be unreasonably withheld. 4.3. Approval or disapproval shall lie solely in Cragar’s discretion, but may not be unreasonably withheld and shall be completed within five business of the date of receipt. Any SKU of any Licensed Product not so approved in writing shall be deemed unlicensed and shall not be manufactured or sold. If any unapproved SKU of any Licensed Product is being sold, Cragar may, together with other remedies available to Cragar, including but not limited to, immediate termination of this Agreement, by written notice require such SKU of such Licensed Product to be immediately withdrawn from the market. 4.4. [Intentionally Left Blank] 4.5. Licensee agrees to use make available at the Licensee’s most recent cost such additional Samples of any or all SKU’s of each Licensed Marks in the Territory only in accordance with such quality standards and specifications Product as Cragar may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time reasonably request. Cragar may at its own expense, once per year and upon reasonable notice inspect Licensee’s manufacturing operations and testing records (and those of Licensee’s Manufacturers) for the Licensed Products. The inspector designated by Licensor must be acceptable to the Licensee, with acceptance not unreasonably withheld. 4.6. Licensee acknowledges that Cragar may disapprove any SKU of a Licensed Product or a production run of any SKU of a Licensed Product because the quality is unacceptable to Cragar, although such approval shall not deviate materially from the current quality of services be unreasonably withheld and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of standards shall meet the xxxx in standards recognized by the Licensed Marksindustry as acceptable for such products. Should the SEMA Wheel Industry Council provide standards, these standards shall be used as the standards recognized by the industry for this Agreement. Licensor shall provide to Licensee the reasons for the disapproval in writing and Licensee shall have the right to inspectprovide support to the contrary within thirty (30) days, or to correct any Licensed Products with unacceptable quality within ninety (90) days. 4.7. No modification of an approved production Sample shall be made without Cragar’s further prior written approval, which shall not be unreasonably withheld. All SKU’S of Licensed Products being sold must conform in all respects to the approved production Sample. It is understood that if in Cragar’s reasonable judgment the quality of any SKU of a Licensed Product originally approved has deteriorated in later production runs, or if the SKU has otherwise been altered, Cragar may, in addition to other remedies available to Cragar, by written notice require such SKU of the Licensed Product to be immediately withdrawn from the market. 4.8. Cragar shall have the right, by written notice to Licensee, to require modification of any SKU of any Licensed Product approved by Cragar, if in Cragar’s reasonable judgment said SKU create safety or other issues that Cragar believes may adversely affect the reputation of Cragar or the goodwill of Cragar associated with the Trademarks. 4.9. If Cragar notifies Licensee of a required modification under Subparagraphs 4.6 and 4.7 with respect to any SKU of a particular Licensed Product, such notification shall advise Licensee of the nature of the changes required, and Licensee shall not accept any order for any such SKU until the subject SKU has been resubmitted to Cragar with such changes and Licensee has received Cragar’s written approval of the SKU as modified. However, Licensee may continue to distribute Licensee’s inventory of the previously approved Licensed Products until such inventory is exhausted unless, as may be reasonably determined by Cragar, the requested modification addresses a defect in the Licensed Products which may adversely affect the reputation of Licensor or the goodwill of Licensor associated with the Trademarks, then Licensee shall not, upon notice from Licensor, distribute any Licensed Products remaining in such inventory. 4.10. Licensee agrees to give Cragar written notice of the first ship date for each Licensed Product. 4.11. [Intentionally Left Blank] 4.12. Licensee agrees that Licensor has the right to control the quality of all Licensed Products manufactured, sold, and marketed by Licensee under the Trademark Rights. The quality standards shall meet the standards recognized by the industry as acceptable for such products. Should the SEMA Wheel Industry Council provide standards, these standards shall be used as the standards recognized by the industry for this Agreement. If Licensor determines, in Licensor’s sole reasonable discretion, that the quality of the Licensed Products fail to meet the quality control standards set forth herein, then such failure shall constitute a material breach of this Agreement, permitting Licensor to terminate this Agreement upon ninety (90) days’ written notice to Licensee, unless such breach is cured. 4.13. Licensee shall permit Licensor or Licensor’s appointed agent to inspect and to monitor Licensee’s use of the Trademark Rights including, without limitation, (a) allowing Licensor or Licensor’s appointed agent, at all reasonable times, to review Licensee’s advertisements and other materials using the business facilities Trademark Rights, and records (b) with reasonable advance notice, to enter the premises of Licensee, or any premises under the control of Licensee, where any Licensed Product is manufactured or sold, to inspect the Licensed Products and the manner in which the Licensed Products are marketed. The cost of such inspections shall by the responsibility of Licensor and the agent designated by the Licensor must be acceptable to the Licensee. The Licensee andshall not unreasonably withhold acceptance of the designated agent. Prior to use, Licensee shall also provide, upon reasonable requestrequest of Licensor, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use representative samples of the Licensed Marks that Licensor deems Products and any advertising therefore. 4.14. Licensee agrees not to use the Trademark Rights in connection with any Licensed Products where the character, appearance, quality, or suitability thereof is disapproved by Licensor. The Licensed Products sold and manufactured under the Trademark Rights shall be in compliance with its quality standards. Section 4.04 Upon request by Licensorall applicable national, Licensee shall provide Licensor with representative samples of all promotional materialsstate, packaging, labels, advertisements or any other materials that include any of and local laws and regulations governing the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standardsProducts. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times7.1 Licensee acknowledges the importance to Licensor of its reputation and goodwill and of maintaining high, uniform standards of quality in the products offered under the Licensed Trademarks. Licensee agrees to therefore will use the Licensed Marks Trademarks only in the Territory only connection with products manufactured or provided by sources that meet Licensor’s high standards of quality and in accordance with such quality standards any guidelines and specifications as instructions that may be established furnished by the Licensor and communicated to Licensee updated in Licensor’s sole discretion from time to time. 7.2 Licensee will not produce products under the Licensed Trademarks in such a way that any disparagement is brought upon the Licensed Trademarks. All To this end, Licensee will adhere to all applicable Law, regulations, and standards concerning human rights, child rights, work conditions, and ethical business practices. 7.3 At the request of Licensor, final versions of all products (including the Finished Products) that use or include any Licensee Trademarks, as well as all packaging (including the Packaging Materials), advertising, marketing or other promotional materials therefor, shall be provided (at Licensee’s sole cost and expense) by Licensee to Licensor for Licensor’s review and approval prior to their market launch in order to confirm compliance with this Agreement. 7.4 To determine whether Licensee is complying with this Agreement and the quality controls and standards set forth herein, upon Licensor’s request, Licensee will provide representative samples of the products, promotional collateral, product literature and other representative uses of the Licensed Trademarks on products produced by Licensee hereunder for review by Licensor. Representative samples of Packaging Material manufactured after the Effective Date must be provided to Licensor, even if such representative samples are identical to Packaging Materials manufactured prior to the Effective Date. Licensor’s approval of continuing uses of the Licensed Trademarks in the forms provided by the Licensee, either in whole or in part, may be withheld if the Licensor reasonably concludes that the Licensee is not complying with this Agreement and the quality control and standards set forth herein. Licensor shall designate a contact to receive and review such representative samples. 7.5 Licensee shall implement and maintain a process to monitor and track any consumer complaints relating to the Finished Products sold by Licensee. 7.6 The Licensee shall ensure that the Finished Products, and respective Packaging Materials, will carry markings and notices for safety, packing and other applicable Laws required to be complied with by the Licensee under the Laws of any applicable jurisdiction and the Licensee shall indemnify and hold harmless the Licensors from any liability incurred as a result of the Licensee’s failure to comply with this Article 7. 7.7 At Licensor’s request and expense, (i) within two (2) business days of the occurrence of an event that Licensor reasonably determines could result in Licensee’s breach of the terms of this Agreement, (ii) at any other time if Licensor has reasonable grounds to believe that Licensee has breached the terms of this Agreement or (iii) at any other time as reasonably requested by Licensor, Licensee shall, upon reasonable notice, during normal business hours, permit Licensor or its authorized representatives to inspect the Finished Products or any Packaging Materials, Licensee’s quality assurance processes and systems, Licensee’s methods of (and the premises used for) manufacturing, storage, distribution and selling such Finished Products or Packaging Materials, whether upon the premises of Licensee or of any third-party person, firm, or entity on Licensee’s behalf, provided that Licensor shall conduct such inspection in the manner that does not disrupt Licensee’s or such third-party’s business operations. Licensee shall audit and inspect the use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce Trademarks by, and at the design and appearance locations of, any of Licensee’s permitted sublicensees. 7.8 Promptly following the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees date that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially is six (6) months from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by LicensorEffective Date, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any a written progress report detailing (i) Licensee’s manufacture and sale of the Finished Products and Packaging Materials under this Agreement and (ii) projected remaining product inventory, and any Packaging Materials not part of Finished Products bearing the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted Trademarks anticipated to be sold or manufactured in accordance with the terms of this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeAgreement.

Quality Control. Section 4.01 At all timesIn order to assure the quality and nature of the Products and/or Services bearing the Trademark and protect the reputation of Licensor: (a) Licensor acknowledges that the quality standards, specifications, and related policies, procedures and processes for products and/or services bearing the Trademark as of the Closing (the "Standards") are deemed acceptable to Licensor and, for so long as Licensee continues to use the Trademark, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated continue to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including maintain the quality of the xxxx Products and/or Services bearing the Trademark consistent with Licensor's Standards in effect prior to the Licensed Marks. Closing. (b) For so long as Licensee continues to use the Trademark, and upon request of Licensor, but not more than once each calendar quarter during the term of this Agreement, Licensee shall make available for Licensor's review copies of all material complaints, claims, suggestions and regulatory or judicial inquiries, requests, recommendations, actions or orders ("Comments") as to the Products and/or Services bearing the Trademark as embodied in any medium of tangible expression from third parties received by Licensee, and all correspondence from or to such third party concerning any Comments received during the preceding quarter. (c) For so long as Licensee continues to use the Trademark, Licensor shall have the right to inspectenter Licensee's premises, upon reasonable prior notice during regular business hours, and at have the right to inspect and examine the Products and/or Services bearing the Trademark and to review all reasonable times, the business facilities and records of Licensee relating to the quality of the Products and/or Services bearing the Trademark. Licensor shall be able to exercise such right, as a minimum, every four months and in any case where an event may arise that, in its reasonable good faith judgment, requires such on-site review. Licensor shall conduct such activities in a manner not to interfere with Licensee's business operations. (d) In the event that any Products and/or Services bearing the Trademark are found by Licensor or its designee not to meet the Standards, Licensor shall so notify Licensee in writing. Licensor shall specify to Licensee in reasonable detail the respects in which the Standards are not being met and, unless Licensee, within sixty (60) days of its receipt of such notice, takes corrective measures which reasonably rectify the deficiency, Licensee's right to use the Trademark shall immediately terminate upon reasonable request, notice to obtain written materials of Licensee at any time during the term of that effect from Licensor and this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standardsshall thereupon terminate. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times, 4.1. Licensee agrees to shall use the Trademark Rights in connection with the Licensed Marks Products only upon employing quality standards that meet or exceed each of the following: (a) the current standards under which such products have in the Territory only in accordance with past been manufactured by Licensor; and (b) the standards recognized by the industry as acceptable for such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to timeproducts. 4.2. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that Licensor has the nature and right to control the quality of all Licensed Services shall conform to Products manufactured, sold, and marketed by Licensee under the quality standards and specificationsTrademark Rights. If Licensor determines, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the Licensor's sole and exclusive right to control the appearance of the Licensed Marksreasonable discretion, including that the quality of the xxxx in Licensed Products fail to meet the Licensed Marksquality control standards set forth herein, then such failure shall constitute a material breach of this Agreement, permitting Licensor to terminate this Agreement upon ninety (90) days' written notice to Licensee, unless such breach is cured. 4.3. Licensee shall permit Licensor shall have or Licensor's appointed agent to inspect and to monitor Licensee's use of the right to inspectTrademark Rights including, upon reasonable notice and without limitation, (a) allowing Licensor or Licensor's appointed agent, at all reasonable times, to review Licensee's advertisements and other materials using the business facilities Trademark Rights, and records (b) with reasonable advance notice, to enter the premises of Licensee, or any premises under the control of Licensee, where any Licensed Product is manufactured or sold, to inspect the Licensed Products and the manner in which the Licensed Products are marketed. Licensee andshall also provide, upon reasonable requestrequest of Licensor, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use representative samples of the Licensed Marks that Licensor deems Products and any advertising therefor. 4.4. Licensee agrees not to use the Trademark Rights in connection with any Licensed Products where the character, appearance, quality, or suitability thereof is disapproved by Licensor. The Licensed Products sold and manufactured under the Trademark Rights shall be in compliance with its quality standards. Section 4.04 Upon request by Licensorall applicable national, Licensee shall provide Licensor with representative samples of all promotional materialsstate, packaging, labels, advertisements or any other materials that include any of and local laws and regulations governing the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standardsProducts. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times, 5.1. Licensee agrees that all Products bearing a Licensed ----------- Trademark pursuant to use this Agreement shall be of a high standard and of such quality as to protect and enhance the Licensed Marks in Trademarks and the Territory only in accordance with such goodwill and value pertaining thereto and shall meet Licensor's quality standards and specifications as may set out specifically in the current formulae, ingredients and manufacturing specifications ("FIMS") for such Products, a copy of which has been provided to Licensee, and/or such modified formulae as shall be established by agreed in writing between Licensor and communicated Licensee in the future, Licensor's consent to such modifications not to be delayed or withheld unreasonably. Licensee from time to time. All use of and its Manufacturing Agents (as defined in Section 5.5 below) shall manufacture, sell, distribute and promote the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design Products in accordance with all applicable federal, state and appearance of the Licensed Marks as reflected on Appendix A.local laws. Section 4.02 5.2. In order to assure that Licensee agrees that the nature and quality of all Licensed Services shall conform to the meets Licensor's ----------- quality standards and specifications, as may be established upon the request of Licensor, once each quarter during the Term (and at any other time, under justifiable circumstances), Licensee shall submit comprehensive affidavits, in a form that meets with Licensor's reasonable approval, from all of Licensee's quality control department managers responsible for ensuring compliance with the quality standards of the Products produced by Licensor that part of Licensee's or its Manufacturing Agents' business for which they are responsible, attesting under oath that Licensor's quality standards and communicated Product specifications have been fully complied with during the prior quarter. At the same time, Licensee shall also submit representative Product samples, together with a listing of the number and nature of customer complaints relating to Product quality during that quarter and a summary of the actions taken by Licensee from time in response to time and shall not deviate materially from the current quality of services and products included in the Licensed Servicessuch complaints. Section 4.03 5.3. Licensee also agrees that Licensor has may submit the sole and exclusive right ----------- quarterly Product samples provided for in Section 5.2 to control an independent testing laboratory designated by Licensor to determine if the appearance of FIMS are being complied with, with the Licensed Marks, including the quality of the xxxx in the Licensed Marksexpense thereof to be borne by Licensee. Licensor shall have the right also may periodically conduct, or hire independent inspectors to inspectconduct, quality control inspections, upon reasonable notice and during normal business hours, at all reasonable times, Licensee's plants to determine if the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to FIMS for the Licensed Marks Products and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standardsprocessing thereof are being complied with. Section 4.04 Upon request 5.4. In the event that Licensor or its agents shall determine ----------- that any Products sold or distributed by Licensee and/or its Manufacturing Agents bearing or using Licensed Trademarks do not conform to Licensor's FIMS, and/or otherwise violate the provisions of this Article V, Licensee shall provide agrees, at its expense, to take such action as Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are directs in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxxwriting, including, but not limited to, all stationery, labels, packaging, advertising withdrawal and/or recall of such Products from the market and promotional materials, manuals, invoices to refrain and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) cause its Manufacturing Agents to refrain from further sale and/or distribution of such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of Products under the Licensed Marks Trademarks unless and until Licensee and/or its Manufacturing Agents shall have demonstrated to the benefits thereof reasonable satisfaction of Licensor that said Products conform to said FIMS and/or the provisions of this Article V, as the case may be. Section 5.5. If Licensee enters into co-packing agreements with ----------- suppliers or any other arrangement with respect to the processing or packaging of final Products by any person who is not a wholly owned subsidiary of Licensee, who will process or package final Products for the Licensee for sale in the Territory ("Manufacturing Agents"), Licensee must submit such co-packing agreements in draft form to Licensor or Licensor's License Coordinator for prior approval to ensure they include trademark protection and quality control provisions that safeguard the rights of both the Licensor and Licensee under applicable trademark laws from time this Agreement. Section 5.6. On a quarterly basis (or more often if reasonably ----------- requested by Licensor), Licensee shall review with Licensor's License Coordinator and obtain prior approval for, all advertising, promotional and point-of-purchase materials published or distributed by Licensee in connection with Products bearing Licensed Trademarks, such approval not to timebe withheld or delayed unreasonably. If Licensee does not receive a response within ten (10) days of submission to Licensor, such advertising, promotional and point-of- purchase materials shall be deemed approved.

Quality Control. Section 4.01 At (a) To comply with the Parent Licensors’ quality control standards, the SpinCo Licensees shall: (i) adhere to reasonable levels of quality for the services identified by the Licensed Marks that are at least as high as those standards maintained by the Parent Licensors as of the Effective Date and such other specific reasonable updates to the global standards for the level of quality for the services that are communicated from time to time to the SpinCo Licensees; (ii) comply with all timesapplicable Laws and regulations in any country or other governmental jurisdiction; (iii) comply with Parent Licensors’ seller rules with respect to the sale of illegal, Licensee agrees regulated or restricted items, which are available on Parent Licensors’ website on the Effective Date, including any reasonable amendments to those rules that may be made from time to time thereafter on a global basis; provided that such rules or amendments thereto do not conflict with applicable Law; (iv) use the Licensed Marks in the Territory only in accordance with such quality standards sound trademark and specifications trade name usage principles and adhere to the global usage and display guidelines that are applicable to the SpinCo Business as of the date of execution of this Agreement, that will be provided to SpinCo Licensees and attached as Exhibit B before the Effective Date and that may be established by Licensor and communicated to Licensee amended from time to timetime thereafter (except that any more restrictive provision of this Agreement will control over such guidelines); and (v) not alter or modify the appearance of the Licensed Marks in any way from the form(s) of display described on Exhibit B or in use in the SpinCo Business as of immediately before the Effective Date. All SpinCo Licensees shall appropriately use TM, ® or any other proprietary rights designation provided by the Parent Licensors in connection with each use or display of the Licensed Marks, consistent with the historic practices of Parent or then-current practices of SpinCo with respect to its own Marks. (b) The SpinCo Licensees shall not use the Licensed Marks in any commercial manner that would, or would reasonably be anticipated to, reflect adversely on the reputation for quality symbolized by the Licensed Marks. The SpinCo Licensees shall not engage in any commercial conduct that would, or would reasonably be anticipated to, place the Licensed Marks or the Parent Licensors in a negative light or context. The SpinCo Licensees shall not use the Licensed Marks in a commercial manner that would, or would reasonably be anticipated to, devalue, injure, demean, or dilute the reputation of the Licensed Marks or the Parent Licensors. The SpinCo Licensees shall not use the Licensed Marks in any commercial manner that would be reasonably likely to tarnish, disparage or reflect adversely on the Parent Licensors or the Licensed Marks. (c) The SpinCo Licensees shall not make any material changes to the Licensed Marks without the prior written consent of the Parent Licensors, which consent may be withheld in the Parent Licensors’ sole discretion. (d) The SpinCo Licensees shall not use the Licensed Marks in any manner that is reasonably likely to cause consumer confusion as to the source or origin of any goods or services or imply any endorsement by or ongoing association with Parent Licensors (other than as a result of the Separation and other than as the licensee of the Licensed Marks hereunder); and the SpinCo Licensees shall take commercially reasonable precautions necessary to avoid or prevent such confusion as to affiliation or association occurring (for example, by including, where reasonably appropriate, a statement that the Licensed Marks are owned by Parent Licensors and used by SpinCo Licensees under a license.) (e) To confirm that the SpinCo Licensees’ use of the Licensed Marks made complies with this Section 4.4: (i) SpinCo Licensees shall, upon reasonable request by Licensee hereunder shall faithfully reproduce the design and appearance Parent Licensors, submit to the Parent Licensors representative samples of publicly disseminated materials bearing any of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included are in the Licensed Services. Section 4.03 Licensor has possession or control of the sole and exclusive right to control SpinCo Licensees and, if the appearance Parent Licensors find that use of the Licensed MarksMarks in such samples (A) materially deviates from Parent Licensors’ use immediately before the Effective Date or (B) is in any manner other than as expressly permitted herein, including the quality SpinCo Licensees shall, upon notice from the Parent Licensors, immediately take steps necessary to correct the identified deviations or misuse of the xxxx in respective items; provided, however, that if the defect reasonably poses a threat to public health or safety, or an imminent and material threat to the validity of any of the Licensed Marks. Licensor Marks or to the goodwill associated therewith, the SpinCo Licensees shall, upon notice from the Parent Licensors, immediately cease and direct others to cease all use of the nonconforming materials and all use of the Licensed Marks in connection therewith. (ii) Not more than twice per year, Parent Licensors shall have the right to inspect, upon reasonable at least thirty (30) calendar days’ advance notice and at all reasonable timesduring normal business hours, the business facilities SpinCo Licensees’ records, premises and records of Licensee and, upon reasonable request, operations reasonably related to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any its use of the Licensed Marks Marks; provided, however, that Licensor deems not Parent Licensors shall have the right to be an inspection under this Section 4.4(e)(ii) upon reasonable notice of no less than twenty-four (24) hours if Parent has a reasonable basis to believe a matter in compliance with its quality standardsfact needs prompt review. Parent Licensors shall bear their own costs in relation to any such audit. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times, 3.1 Licensee agrees to use shall maintain the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use distinctiveness of the Licensed Marks made by Licensee hereunder and the image and high quality of Licensed Services and Licensed Business Process bearing and offered under the Licensed Marks and all provision of Licensed Services and performance of Licensed Business Processes shall faithfully reproduce be of a quality in keeping with the design quality and appearance prestige of the Licensed Marks as reflected on Appendix A.maintained by Travelzoo. Section 4.02 3.2 Licensee understands and agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specificationsTravelzoo may, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Markstime-to-time, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain provide written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. procedures to Licensee shall affix to all materials that bear a regarding the use of any Licensed Xxxx, Marks on or in connection with any Licensed Services or Licensed Business Processes including, but not limited to, all stationerythe provision, labelsperformance offer for sale, packagingadvertising, marketing, and sale of Licensed Services and the performance of Licensed Business Processes. Licensee shall use and employ the Licensed Marks on and in connection with the Licensed Services and Licensed Business Processes in strict accordance with the standards, rules and procedures set by Travelzoo; provided, that such standards, rules and procedures are no more stringent than the business practices and processes conducted by Travelzoo and its other licensees, if any. 3.3 Licensee shall submit to Travelzoo for prior review and written approval any new materials (whether in written, electronic, or other form) using the Licensed Marks on or and in connection with the Licensed Services or Licensed Business Processes in a manner other than that which has previously been approved under this Section 3, which approval may be granted or denied, in Travelzoo’s sole and reasonable discretion. Travelzoo shall make a good faith effort to provide approval or suggestions for change within fifteen (15) days of its receipt of any materials. If Travelzoo does not make any such approval or suggestion within such fifteen (15) day period, such new materials shall be deemed approved. Licensee may not use any materials using the Licensed Marks unless such materials are in substantial conformity with, and at least equal in quality to, materials previously approved by Travelzoo in accordance with this Section 3. 3.4 In addition, without limiting Travelzoo’s other rights under this Agreement, in order to further ensure that the Licensee complies with the quality standards set forth in this Section 3, Travelzoo shall have the right, at any time and from time to time, to request upon reasonable notice to Licensee, and Licensee shall provide, full and open access at reasonable times to Licensee’s facilities used in connection with the Licensed Services or Licensed Business Processes in order to verify Licensee’s proper use of the Licensed Marks on and in connection with the Licensed Services and Licensed Business Processes, to verify Licensee’s provision of Licensed Services and performance of Licensed Business Processes in accordance with the terms and conditions of this Agreement, to examine the marketing, advertising and promotional materialsrelated materials pertaining to the use of the Licensed Marks on and in connection with the Licensed Services and Licensed Business Processes, manualsand to verify Licensee’s use of Licensed Software, invoices Licensed Trade Secrets, and Licensed Works in accordance with the terms of this Agreement, so that Travelzoo shall have sufficient opportunity to make whatever reasonable investigation it shall deem necessary in connection with its exercise of quality control under this Agreement. 3.5 In the event that any Licensed Services or Licensed Business Processes are not being sold, performed, or provided, as the case may be, in conformance with the quality required under this Agreement in all material respects, in the reasonable and good faith judgment of Travelzoo, Travelzoo shall notify the Licensee thereof in writing, providing Licensee with an explanation as to how such services fail to conform to such standards and the Licensee shall promptly change such Licensed Services or Licensed Business Processes to conform thereto. In the event Licensee’s use of the Licensed Marks on and in connection with the Licensed Services or Licensed Business Processes is not in accordance with the quality required under this Agreement in all material respects, in the reasonable and good faith judgment of Travelzoo, Travelzoo shall notify Licensee thereof in writing and Licensee shall promptly change such use or employment to conform thereto. 3.6 Licensee acknowledges and understands the importance of quality control and the value of the Licensed Marks, and their respective goodwill. Licensee further understands and agrees that, pursuant to this Agreement, Travelzoo may provide Licensee with notice of Licensee's violation of or failure to comply with any provision of this Section 3 in all material respects. If, within sixty (60) business days after Licensee is given such notice, Licensee’s failure or noncompliance is not remedied or a plan acceptable to Travelzoo to remedy Licensee’s noncompliance is not submitted to Travelzoo, Travelzoo may terminate this Agreement. Notice by Travelzoo under Section 3.5 shall constitute notice of Licensee’s violation for purposes of this Section 3.6. 3.7 Licensee shall, during the term of this Agreement: (i) comply with all applicable laws and regulations relating to its advertising, marketing, provision, performance, offer for sale and sale of the Licensed Services and performance of the Licensed Business Processes and shall not at any time knowingly take any action that would cause Travelzoo or Licensee to be in violation of any of such applicable laws and regulations; and (ii) obtain any and all licenses, permits, approvals or authorizations required by any governmental entity or agency having jurisdiction over the advertisement, marketing, provision, performance, offer or sale and sale of the Licensed Services and performance of the Licensed Business Processes. 3.8 Licensee acknowledges, understands and agrees that it shall not knowingly perform, do, or cause any act to be done, or fail to take any action, during the term of this Agreement, or knowingly assist any third party in performing, doing or causing any act to be done, that would in any way or manner or to any degree be detrimental to, injure, disparage, or impair: (i) the Licensed Marks or the goodwill associated therewith, the Licensed Software, the Licensed Trade Secrets, and the Licensed Works; (ii) any applications for registration or registrations therefor; (iii) the respective goodwill related to the Licensed Marks; (iv) Travelzoo’s federal, state and common law and other printed materialsrights in or to the Licensed Marks, the Licensed Software, the Licensed Trade Secrets, and the Licensed Works; (v) Travelzoo’s right, title, interest, and ownership in and to the Licensed Marks, the Licensed Software, the Licensed Trade Secrets, and the Licensed Works; and (vi) the validity and enforceability of the any of the foregoing. 3.9 Licensee will not register, own, maintain or use any domain names, world wide web or other electronic communications sites that includes a Licensed Xxxx, without Travelzoo’s express, written consent, which consent shall not be unreasonably withheld. 3.10 During and after the term of this Agreement, Licensee agrees to assist Travelzoo, at Travelzoo’s expense, in any way, for Travelzoo’s sole and exclusive benefit, in protecting, obtaining and maintaining registrations for the Licensed Marks, the Licensed Works, and the Licensed Software in Travelzoo's sole name anywhere to the extent that Travelzoo, in its sole discretion, deems such protection or registrations necessary. Such assistance shall include, but not be limited to, signing any documents to verify and confirm Travelzoo's sole and exclusive right, title and interest in and to the Licensed Marks and any and all goodwill associated therewith, the Licensed Works, and the Licensed Software. 3.11 During the term of this Agreement, in all public uses of the Licensed Marks on and in connection with the Licensed Services or Licensed Business Processes, where commercially practicable and possible, Licensee will use its commercially reasonable efforts to indicate that the Licensed Marks are owned by Travelzoo and shall use the appropriate notice symbol (® if the Licensed Xxxx is registered with the U.S. Patent and Trademark Office, or SM or TM) directly adjacent to every use of the Licensed Marks. 3.12 All use of the Licensed Marks by Licensee shall inure solely to the benefit of Travelzoo. All goodwill accrued by, and due to, Licensee’s use of the Licensed Marks anywhere shall be the sole and exclusive property of Travelzoo. 3.13 Travelzoo retains the right to use the Licensed Marks, the Licensed Software, the Licensed Trade Secrets, and the Licensed Works on or in connection with such products and services, directly or through affiliates or other licensees, or at any place and by any method of distribution that Travelzoo, in its sole discretion, may elect outside of the Territory. For the avoidance of doubt, but subject to the restrictions set forth below, Licensee’s exclusive rights in and to the Licensed Services, the Licensed Business Methods, the Licensed Marks, the Licensed Software, the Licensed Trade Secrets, and the Licensed Works within the Territory shall not be violated by Travelzoo as a result of user-initiated communications, by or from a user located within the Territory, to any website owned and maintained by Travelzoo in connection with the provision of Licensed Services outside of the Territory. In furtherance of the foregoing, Travelzoo (a) notices in compliance with applicable trademark laws will not send unsolicited communications to parties who reside within the Territory and that it will refrain from sales and marketing strategies intended to primarily target advertisers and potential advertisers that are headquartered within the Territory or users or potential users located within the Territory, and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection that any third-party license of the Licensed Marks Marks, the Licensed Software, the Licensed Trade Secrets, or the Licensed Works will prohibit such third party licensee from sending unsolicited communications to parties who reside within the Territory or use sales and marketing strategies intended to primarily target advertisers and potential advertisers that are headquartered within the benefits thereof under applicable trademark laws from time to timeTerritory or users or potential users located within the Territory.

Quality Control. Section 4.01 a) The Parties recognize and acknowledge that the offering of goods or services of inferior quality under the any licensed marks hereunder may damage the business reputation of the Parties and the goodwill associated with such marks. Accordingly, in order to maintain the respective Parties’ reputation for quality, the Licensee will provide products and/or services under the licensed marks of a quality no less than its current quality. And all promotional material utilizing the licensed marks must be approved in writing by the Licensor prior to use. b) The Licensee shall at all times and in all places permit the Licensor, by representatives designated by the Licensor, to inspect the use made of the Licensed Intellectual Property and the OCWEN IP, respectively, under this Agreement. At all times, the Licensee agrees to use shall comply with the Licensed Marks in the Territory only in accordance with such reasonable quality standards and specifications as may be established by Licensor and communicated to Licensee control procedures furnished or approved, from time to time. All , by the Licensor concerning use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design licensed marks and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marksany goods or services offered thereunder. Licensor shall have the right to inspect, upon Upon reasonable notice and at all reasonable timesprior notice, the business facilities Licensor may inspect and review the offices and records of the Licensee and, upon reasonable request, to obtain written materials of Licensee at during normal business hours for compliance with this or any time during the term other provision of this Agreement so Agreement. c) The Licensee shall use and display the licensed marks only in such form and manner as are specifically approved in advance by the Licensor. d) The Licensee shall cause to appear the legends, markings, and notices that the Licensor may determine whether direct on all material used by the Licensee is appropriately maintaining Licensor's quality standards pertaining to in connection with the Licensed Marks Intellectual Property and OCWEN IP, respectively, and on any printed matter on which the Licensee elects to have licensed marks appear. e) The Licensee shall be permitted to use any designs, materials, packages, labels, promotional materials and advertising materials in relation to any goods or services approved by the Licensed Services. Licensee will immediately modify Licensor; provided, however, that in the event that, after the Effective Date, any such design, material, package, label, promotional material or discontinue advertising material is materially modified, or the manner in which any use of the Licensed Marks that foregoing is used is proposed to be materially modified, the Licensee shall obtain the written approval of the Licensor deems (such approval not to be in compliance with its quality standards. Section 4.04 Upon request by Licensorunreasonably withheld) for such design, Licensee shall provide Licensor with representative samples of all material, package, label, promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packagingmaterial, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) material or such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary modified use thereof prior to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeany use thereof.

Quality Control. A. Licensor and its Representatives (as defined in Section 4.01 At all times8.A.(5) below) shall have the right to oversee the use of the Brand Content by Licensee and the Portfolios. B. Licensee acknowledges that Licensor has provided to Licensee certain policies and standards necessary for the preservation of the culture, reputation, systems and manner of conducting business of Licensor and its Affiliates and the value associated with the Brand Content, and Licensee acknowledges by its execution of this Agreement that Licensee has received and reviewed those policies and standards as of the Effective Date. Furthermore, Licensee agrees to use acknowledges that Licensor shall have the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee right from time to time, in its sole and absolute discretion, to adopt new policies and standards or amend any existing policies and standards. Licensor shall give notice to Licensee by electronic transmission or other means of any subsequently adopted or amended policies and standards and, if requested by Licensor, Licensee shall promptly execute and deliver to Licensor, in the manner requested by Licensor, an acknowledgment of Licensee’s receipt and review of any subsequently adopted or amended policies and standards issued by Licensor (the policies and standards described in this Section 2.B., together with any subsequently adopted policies and standards, and any amendments to such policies and standards, are collectively called the “Policies & Standards”). C. Licensee shall comply at all times during the Term of this Agreement with, and shall cause the Portfolios to comply at all times during the Term of this Agreement with, the Policies & Standards. D. Licensee shall (1) provide to each employee, officer and independent contractor of Licensee a copy of those portions of the Policies & Standards (the “Relevant Policies & Standards”) that are specified by Licensor as being applicable to such employees, officers and contractors or categories of employees, officers and contractors, and (2) require that each such employee, officer and contractor acknowledge, either electronically or via a written instrument in such form as is acceptable to Licensor, such individual’s receipt and review of the Relevant Policies & Standards and such individual’s agreement to comply with the Relevant Policies & Standards. Upon the request of Licensor from time to time, Licensee shall provide or cause to be provided to Licensor copies of the acknowledgments and agreements. E. Licensee shall have the right to adopt additional policies and standards (“Licensee’s Policies”) that do not conflict with the Policies & Standards. If any of Licensee’s Policies conflict at any time with any of the Policies & Standards, Licensee shall, whether or not Licensor has given Licensee notice of such conflict, immediately discontinue use of such conflicting Licensee’s Policies. Without limiting the effect of the immediately preceding sentence, Licensor’s notice to Licensee of any conflict shall be deemed to constitute conclusive and incontrovertible evidence that such conflict exists. F. Licensor and Licensor’s Representatives shall have the right, at all times during normal business hours and upon prior notice to Licensee, to enter the premises of Licensee; inspect and make copies of the books and records of Licensee that may be relevant as to present or past compliance or non-compliance with the Policies & Standards and the other terms and conditions of the this Agreement; interview any directors, officers, employees, agents, contractors and advisors of Licensee; and otherwise ascertain whether Licensee is and at all times during the Term of this Agreement has been in compliance with the Policies & Standards and other terms and conditions of this Agreement. The inspection rights granted in this Section 2.F. shall include, without limitation, the right of Licensor and its Representatives to initiate a third-party audit of Licensee to determine compliance or non-compliance with the Policies & Standards and the other terms and conditions of this Agreement. G. Licensee shall not make or use any modification to any of the Brand Content without the prior express written approval of Licensor, which approval may be granted or denied at Licensor’s discretion. H. Licensee will use the Marks and other Brand Content solely in connection with Licensee’s Business and materials relating to Licensee’s Business (collectively, the “Services”). I. All services and products, if any, sold by Licensee shall comply with the Policies & Standards and the other terms and conditions of this Agreement. J. If Licensee desires to use the designation “CNL” as a part of its identification including, without limitation, in the name of a corporation or other entity, the name of a Portfolio, or the name of a product or service, Licensee shall, not less than thirty (30) days prior to the formation of any such entity or any such new use, submit to Licensor a detailed statement as to the proposed use. Licensee may use such designation only to the extent that Licensor has given Licensee prior written consent. K. At least ten (10) business days prior to any distribution or use of any materials using or containing the Brand Content by Licensee in connection with the promotion, sale or performance of Licensee’s Business, Licensee will permit Licensor and Licensor’s Representatives to inspect the materials and all other records relating to Licensee’s Business; provided, however, that nothing in the foregoing provision shall prohibit Licensee from distributing or using any materials prior to such inspection by Licensor if such distribution or use is required by applicable law, rule or regulation, or the written advice of Licensee’s legal counsel, under circumstances that do not permit such advance inspection by Licensor. In such event Licensee shall use its best efforts to provide such materials to Licensor for inspection as soon as reasonably practical under the circumstances. L. Licensee shall add Licensor to all mailing lists and survey lists including, without limitation, mass mailings and surveys to stockholders, customers, clients, vendors, and others. M. At least ten (10) business days prior to the use of any Brand Content in any printed media, electronic media or any other format, Licensee shall provide to Licensor proofs of materials showing the proposed use of the Licensed Marks made Brand Content and documentation demonstrating ownership by Licensor or Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included copyright in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marksmaterials. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee review and, upon reasonable requestin its sole discretion, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify approve or discontinue any reject such use of the Licensed Marks Brand Content; provided, however, that Licensor deems nothing in the foregoing shall prohibit Licensee from distributing or using any materials prior to obtaining Licensor’s approval if such distribution or use is required by applicable law, rule, or regulation, or the written advice of Licensee’s legal counsel, under circumstances that do not to be in compliance with its quality standards. Section 4.04 Upon request permit such advance review and approval by Licensor, . In such event Licensee shall use its best efforts to provide such materials to Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of for such review and approval as soon as reasonably practical under the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standardscircumstances. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times(a) To comply with SpinCo Licensors’ quality control standards, Licensee agrees Parent Licensees shall: (i) adhere to use reasonable levels of quality for the services identified by the BHC Licensed Marks in the Territory only in accordance with such quality that are at least as high as those standards and specifications as may be established maintained by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform Parent Licensees prior to the Separation Date and such other specific reasonable updates to the global standards for the level of quality standards and specifications, as may be established by Licensor and for the services that are communicated to Licensee from time to time by SpinCo Licensors to Parent Licensees; (ii) comply with all applicable Laws and regulations in any country or other governmental jurisdiction; and (iii) use the BHC Licensed Marks in accordance with sound trademark and trade name usage principles and adhere to the global usage and display guidelines that are applicable to the Parent Business as of the Separation Date, that will be provided attached as Exhibit A and that may be amended from time to time thereafter. Parent Licensees shall appropriately use TM, ® or any other proprietary rights designation provided by SpinCo Licensors in connection with each use or display of the BHC Licensed Marks. (b) Parent Licensees shall not deviate materially from use the current BHC Licensed Marks in any manner that would reflect adversely on the reputation for quality of services and products included symbolized by the BHC Licensed Marks. Parent Licensees shall not engage in any conduct that would, or would be reasonably likely to, place the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the BHC Licensed Marks, including other Bausch Marks or SpinCo Licensors in a negative light or context. Parent Licensees shall not use the quality BHC Licensed Marks in a manner that would, or would be reasonably likely to, devalue, injure, demean, or dilute the reputation of the xxxx in the BHC Licensed Marks, other Bausch Marks, or SpinCo Licensors. Licensor Parent Licensees shall have not use the right BHC Licensed Marks in any manner which would be reasonably likely to inspecttarnish, disparage or reflect adversely on SpinCo Licensors, the BHC Licensed Marks or any other Bausch Marks. (c) Parent Licensees shall not make any material changes to the BHC Licensed Marks without the prior written consent of SpinCo Licensors, which consent may be withheld in SpinCo Licensors’ sole discretion. (d) Parent Licensees shall not use the BHC Licensed Marks in any manner that is reasonably likely to cause consumer confusion that any Parent Licensee is affiliated or associated with SpinCo Licensors in any way other than as a licensee; and Parent Licensees shall take commercially reasonable precautions necessary to avoid or prevent such confusion as to affiliation or association occurring. (e) To confirm that Parent Licensees’ use of the BHC Licensed Marks complies with this Section 3.4, Parent Licensees shall, upon reasonable notice and at all reasonable timesrequest by SpinCo Licensors, submit to SpinCo Licensors representative samples of publicly disseminated materials bearing any of the business facilities and records BHC Licensed Marks which are in the possession or control of Licensee Parent Licensees and, upon reasonable request, to obtain written materials of Licensee at any time during in the term of this Agreement so event that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any SpinCo Licensors find that use of the BHC Licensed Marks in such samples in any manner other than as expressly permitted herein, Parent Licensees shall, upon notice from SpinCo Licensors, immediately take steps necessary to correct the identified deviations or misuse of the respective items; provided, however, that Licensor deems not if SpinCo Licensors reasonably determine that the defect poses a threat to be in compliance with its quality standards. Section 4.04 Upon request by Licensorpublic health or safety, Licensee shall provide Licensor with representative samples or to the validity or value of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Bausch Marks or to the goodwill associated therewith, Parent Licensees shall, upon notice from SpinCo Licensors, immediately cease and direct others to cease all use of the non-conforming materials and all use of the BHC Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standardsconnection therewith. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times5.1 Neither Licensor nor Licensee shall, Licensee agrees nor shall either of them authorize any other Person to, do any act or thing that could reasonably be expected to use materially damage the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use reputation or goodwill of any of the Licensed Marks made by Core Trademarks. 5.2 Licensee hereunder shall faithfully reproduce maintain the design and appearance quality levels of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature Field Products (and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include materials) bearing any of the Licensed Marks so that Licensor may ensure that said materials are Core Trademarks at a level in conformance all material respects at least equivalent to the quality of such products (and materials) sold (or used) by Stella immediately prior to the Effective Date, or, if different, at a level commensurate with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted any written standards set forth by the Steering Committee in accordance with this License Agreement provided to Licensee after the Effective Date and upon reasonable notice to Licensee, provided that such modifications do not impose standards more stringent or burdensome on Licensee than those standards Licensor imposes on or enforces against Other Licensees. Without limiting the foregoing, Licensee shall be maintain the quality levels of the Field Products (and any other materials) bearing any of the Licensed Core Trademarks in conformance all material respects in accordance with all applicable lawsthe quality standards at each of the Field Product manufacturing plants operated by Stella or its Affiliates immediately prior to the Effective Date, rules and regulationsor in the case of Field Products that were not produced by Stella or its Affiliates immediately prior to the Effective Date, in accordance with the quality standards for comparable products or as otherwise promulgated by the Steering Committee with respect to such products (the “Quality Standards”). Licensee shall affix to all materials have Field Products bearing any of the Licensed Core Trademarks produced in manufacturing facilities that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices operate under conditions in compliance with applicable trademark laws and (b) such legend as Licensor may Law. 5.3 Licensee shall, within a reasonably designate prompt period after receipt, provide to the Steering Committee copies of all material correspondence relating to a material health or product safety concern of any Governmental Entity relating to any of the Field Products which are Commercialized by written notice and is required or otherwise reasonably necessary to allow adequate protection Licensee bearing any of the Licensed Marks Core Trademarks. For the avoidance of doubt, routine inspections or immaterial violations shall not fall within the foregoing. 5.4 Licensee shall, at its own expense, have an annual audit of its facilities used to manufacture Field Products bearing any of the Licensed Core Trademarks conducted by a third party with reputation or experience reasonably recognized in the industry (e.g., AIB, BRC or SQF). Licensee shall provide a copy of both the completed third party audit and any corrective action plan to Licensor no later than thirty (30) days from the benefits thereof under applicable trademark laws from time date each such annual audit occurs. If such audit should find a material deficiency in such manufacturing facilities, Licensee shall promptly take commercially reasonable steps to timerectify such deficiencies.

Quality Control. Section 4.01 At 5.1 Neither Licensor nor Licensee shall, nor shall either of them authorize any other Person to, do any act or thing that could reasonably be expected to materially damage the reputation or goodwill of any of the BP Trademarks. 5.2 Licensee shall maintain the quality levels of the Field Products (and any other materials) bearing any of the BP Trademarks at a level in all timesmaterial respects at least equivalent to the quality of such products (and materials) sold (or used) by Licensor immediately prior to the Effective Date. Without limiting the foregoing, Licensee agrees to use shall maintain the Licensed Marks quality levels of the Field Products (and any other materials) bearing any of the BP Trademarks in the Territory only all material respects in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established at each of the Field Product manufacturing plants operated by Licensor and communicated immediately prior to the Effective Date (the “Quality Standards”). Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include Field Products bearing any of the Licensed Marks so BP Trademarks produced in manufacturing facilities that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices operate under conditions in compliance with applicable trademark laws and (b) such legend as Law. 5.3 Licensee shall, within a reasonably prompt period after receipt, provide to Licensor may reasonably designate by written notice and is required copies of all material correspondence relating to a material health or otherwise reasonably necessary product safety concern of any Governmental Entity relating to allow adequate protection any of the Licensed Marks Field Products which are Commercialized by Licensee bearing any of the BP Trademarks. For the avoidance of doubt, routine inspections or immaterial violations shall not fall within the foregoing. 5.4 Licensee shall promptly forward to Licensor all material customer or consumer complaints about the Field Products which are Commercialized by Licensee bearing any of the BP Trademarks. If any customer of Licensee conducts an audit of any manufacturing facility at which Licensee produces Field Products bearing any of the BP Trademarks and such audit identifies any deficiencies, then Licensee shall promptly advise Licensor of such audit and such deficiencies, and the benefits thereof under corrective actions that Licensee plans to take to address such deficiencies. Licensee shall promptly resolve all such deficiencies, at its own expense, and shall advise Licensor regularly on the status of its corrective actions. 5.5 Licensee shall, at its own expense, have an annual audit of its facilities used to manufacture Field Products bearing any of the BP Trademarks conducted by a third party with reputation or experience reasonably recognized in the industry (e.g., AIB, BRC, SQF or third parties of similarly recognized standing in the applicable trademark laws region of the Territory where such audit is to be conducted). Licensee shall provide a copy of both the completed third party audit and any corrective action plan to Licensor no later than thirty (30) days from time the date each such annual audit occurs. If such audit should find a material deficiency in such manufacturing facilities, Licensee shall promptly take commercially reasonable steps to timerectify such deficiencies.

Quality Control. Section 4.01 At all times(a) Licensee shall only use Licensor’s Trademark on Product packaging and labels solely in such manner as has been approved in writing by Licensor pursuant to this Agreement and shall not use the Trademark in any manner which has not been approved in writing in advance by Licensor or with respect to any services or products other than the Products. Licensee shall not use any mxxx confusingly similar to the Trademark, and shall only use the Trademark in connection with products containing the Extract obtained from Licensor by Licensee and marketed, distributed or sold by Licensee. (b) Licensee shall submit to Licensor samples of the proposed labeling of any new product containing the Extract for Licensor’s review and approval of the use of the Trademark at least thirty (30) days before use begins. After review of such labeling, Licensor shall notify Licensee of its comments, change and/or approval of the proposed label, and Licensee shall promptly comply with Licensor’s request prior to marketing, distributing or selling the Products with the Trademark. The failure of Licensor to respond to such submission of samples by Licensee shall be deemed disapproval of the samples. Licensee agrees to use submit to Licensor samples of any uses of the Licensed Marks Trademark from time to time as Licensor may reasonably request for such additional review as Licensor may deem desirable. (c) Licensee shall provide, upon request by Licensor, finished packaged products containing the Extract for testing by Licensor to assess Product integrity. The Products shall not contain any extracts of fraxinus excelsior seed except if such others extracts of fraxinus excelsior seed are supplied by the Licensor. Licensor shall provide Licensee with the results of any such tests. If, in Licensor’s sole discretion, the Territory only in accordance Product or the packaging does not conform with such Licensor’s quality standards and specifications as may be established by Licensor and communicated provided to Licensee from time to time, Licensor may require changes to the Product or the packaging. All use of the Licensed Marks made If Licensee fails to do so, Licensor may by written notice to Licensee hereunder shall faithfully reproduce the design immediately terminate this Agreement. (d) Licensor may request documents and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Product samples from Licensee agrees in order to check that the nature Products contain the required daily quantity of Extract as provided in Exhibit B (the “Daily Quantity”). In the event Licensee does not provide such documents or samples, or such documents or samples are inaccurate or incomplete, at Licensor’s sole, absolute and unfettered discretion, Licensor may order, and Licensee shall in good faith cooperate with, an audit of Licensee’s production operations, Products and documentation to commence not earlier that three (3) business days after Licensor’s written notice to Licensee. In case the audit concludes that the Products do not contain the Daily Quantity or are otherwise inconsistent with Licensor’s quality of all Licensed Services shall conform to the quality standards and specificationscontrol guidelines herein, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right opportunity to inspect, upon reasonable notice and at all reasonable timesdemonstrate to Licensor that such breach was inadvertent. Nevertheless Licensee shall pay to Licensor an amount equal to the purchase price of the quantity of Extract missing from the Products. If two or more batches of the applicable Products do not contain the Daily Quantity or are otherwise inconsistent with Licensor’s quality control guidelines herein, the business facilities audit fees will be charged to Licensee and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with promptly reimburse such charges to Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix also pay to all materials that bear a Licensed XxxxLicensor an amount equal to the purchase price of the quantity of Extract missing from the Products, includingand Licensor will be allowed to terminate the present Agreement effective immediately upon written notice to Licensee. If Licensee fails to fully and timely cooperate with the foregoing audit provisions, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by terminate this Agreement effective immediately upon written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeLicensee.

Quality Control. Section 4.01 At A. Licensee shall, at all times, use the Trademarks in a manner consistent with the prior use of the Trademarks or in a manner specifically approved by Licensor. If Licensee agrees contemplates using the Trademarks in a manner materially different from their prior use, Licensee must submit prototypes of the materially different use to Licensor for approval prior to any use. Said consent shall not be unreasonably withheld or delayed. Licensor shall notify Licensee of its consent to, or denial of, the proposed use within fifteen (15) business days of its receipt of the prototype. If Licensor does not disapprove the prototype within said fifteen (15) business day period, the prototype shall be deemed to be approved. B. Licensor acknowledges that Licensee may use COSTAMARE INC. C. Licensee shall not use the Trademarks in any way which causes, or is foreseeably likely to cause, damage to the reputation, business or goodwill of Licensor or its Affiliates or the Trademarks. D. Licensee shall not attack the title of Licensor in and to the Trademarks nor will it attack the validity of the license granted hereunder. E. Licensee shall not attack the validity of any oral or written agreement in effect as of the Effective Date granting an Affiliate of the Licensor the right to use the Licensed Marks Trademarks in connection with its business. F. Licensee shall not do anything itself, or aid or assist any other person to do anything that would, or could reasonably be expected to infringe, violate, tarnish, dilute, cause a loss of distinctiveness, harm, misuse or bring into disrepute the Territory only trademarks, and/or do anything which would, or could reasonably be expected to damage the goodwill associated therewith. G. Licensee shall not create or incur any expenses chargeable to Licensor without the prior written approval of Licensor in accordance with such quality standards each and specifications as may every instance. H. Licensee shall not cause or allow any liens to be established placed against the Trademarks. I. If it is determined by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems Trademarks by Licensee to which the rights hereunder are sublicensed in accordance with Section 6 does not to be in compliance comply with its the quality standards. Section 4.04 , Licensor shall so notify Licensee in writing. Upon request by Licensorreceipt of such notice, Licensee shall provide Licensor with representative samples of investigate to determine all promotional materials, packaging, labels, advertisements or any other materials that include any of facts related to such deficiency and take prompt steps to correct such deficiency and to prevent the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulationsre-occurrence thereof. Licensee shall affix provide a written report thereon to all materials that bear Licensor as promptly as practicable. J. Compliance with these quality control provisions shall be deemed to be a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection material term of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timethis Trademark License Agreement.

Quality Control. Section 4.01 At all timesSECTION 6.01. Licensee agrees, upon Licensor’s reasonable request, to furnish to Licensor representative samples of marketing materials used, distributed, sold or otherwise disposed of by Licensee agrees that include or refer to use the Licensed Marks in the Territory only in accordance with such quality standards Trademarks. Licensee shall provide and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of maintain the Licensed Marks made by Licensee hereunder shall faithfully reproduce Services according to standards that are, and a level of quality that is either (i) substantially the design and appearance of same as the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature standards and quality of all Licensed Services shall conform the BPO Business as of immediately prior to the quality standards and specificationsDistribution, as may be established or (ii) approved in writing by Licensor and communicated prior to Licensee from time to time and shall not deviate materially from the current quality marketing of services and products included in the Licensed Services. Section 4.03 Licensor has SECTION 6.02. Conditions Applicable to the sole and exclusive right to control the appearance Appearance of the Licensed Marks, including Trademarks: (a) Licensee agrees to comply with the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining rules set forth on Schedule B (“Trademark Guidelines”) with respect to the Licensed Marks appearance and to the Licensed Services. Licensee will immediately modify or discontinue any manner of use of the Licensed Marks Trademarks, as such rules may be amended by Licensor from time to time in Licensor’s sole discretion. It being understood and agreed that such rules shall be consistent with the rules set forth as of immediately prior to the Distribution. Licensor deems not agrees to notify Licensee in writing of any changes to the Trademark Guidelines. Licensee’s and the Identified Group Members’ obligation to comply with revised Trademark Guidelines shall be in compliance with its quality standards. Section 4.04 Upon request by Licensorprospective from the date of notification of any such changes thereto, and Licensee shall provide Licensor not be required to modify any materials complying with representative samples the prior guidelines that were distributed, sold or otherwise disposed of all promotional materials, packaging, labels, advertisements or prior to such notification. Any changes to any other materials that include any form of use of the Licensed Marks so that Licensor may ensure that said materials are Trademarks not specifically provided for pursuant to the Trademark Guidelines shall be adopted by Licensee only upon prior approval in conformance with writing by Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary Licensee agrees to allow adequate protection submit any uses of the Licensed Marks and Trademarks within the benefits thereof under applicable trademark laws from time Designated Territory to timeNorth America Brand Support (via the brand review tool xxxx://xxxxxxxxxxxxxxxxx.xxxxxxxx.xxxxx.xxx/brandreview/Account/LoginRegister?ReturnUrl=%2fbrandreview or by email to XXXxxxxXxxxxxx@xxxxx.xxx) prior to use for the approval of North America Brand Support. Such approval shall not be unreasonably withheld, conditioned or delayed.

Quality Control. Section 4.01 At all times5.1 Neither Licensor nor Licensee shall, Licensee agrees nor shall either of them authorize any other Person to, do any act or thing that could reasonably be expected to use materially damage the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use reputation or goodwill of any of the Licensed Marks made by Core Trademarks. 5.2 Licensee hereunder shall faithfully reproduce maintain the design and appearance quality levels of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature Field Products (and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include materials) bearing any of the Licensed Marks so Core Trademarks at a level in all material respects at least equivalent to the quality of such products (and materials) sold (or used) by Stella immediately prior to the Effective Date, or, if different, at a level commensurate with any written standards promulgated pursuant to the North America Trademark License Agreement and upon reasonable notice to Licensee, provided that such modifications do not impose standards more stringent or burdensome on Licensee than those standards Licensor may ensure that said materials are imposes on or enforces against Other Licensees. Without limiting the foregoing, Licensee shall maintain the quality levels of the Field Products (and any other materials) bearing any of the Licensed Core Trademarks in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted material respects in accordance with this the quality standards at each of the Field Product manufacturing plants operated by Licensee or its Affiliates immediately prior to the Effective Date, or in the case of Field Products that were not produced by Licensee or its Affiliates immediately prior to the Effective Date in the applicable region or country of the Territory, in accordance with the quality standards for comparable products or as otherwise promulgated pursuant to the North America Trademark License Agreement shall be in conformance with all applicable laws, rules and regulationsrespect to such products (the “Quality Standards”). Licensee shall affix have Field Products bearing any of the Licensed Core Trademarks produced in manufacturing facilities that operate under conditions in compliance with applicable Law. 5.3 Notwithstanding anything to all materials the contrary set forth in Section 5.2, Licensee shall be entitled to maintain quality levels of the Field Products (and any other materials) bearing any of the Licensed Core Trademarks in a manner other than as contemplated by Section 5.2, and subject to Section 5.1, to the extent (but only to the extent), that bear such conduct is adapted, in the judgment of Licensee acting in a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materialscommercially reasonable manner, (a) notices in compliance to comply with applicable trademark laws and local Laws, or (b) such legend as to local market conditions. 5.4 Licensee shall, within a reasonably prompt period after receipt, provide to Licensor may reasonably designate copies of all material correspondence relating to a material health or product safety concern of any Governmental Entity relating to any of the Field Products which are Commercialized by written notice and is required or otherwise reasonably necessary to allow adequate protection Licensee bearing any of the Licensed Marks Core Trademarks. For the avoidance of doubt, routine inspections or immaterial violations shall not fall within the foregoing. 5.5 Licensee shall, at its own expense, have an annual audit of its facilities used to manufacture Field Products bearing any of the Licensed Core Trademarks conducted by a third party with reputation or experience reasonably recognized in the industry (e.g., AIB, BRC, SQF or third parties of similarly recognized standing in the applicable country or region of the Territory where such audit is to be conducted). Licensee shall provide a copy of both the completed third party audit and any corrective action plan to Licensor no later than thirty (30) days from the benefits thereof under applicable trademark laws from time date each such annual audit occurs. If such audit should find a material deficiency in such manufacturing facilities, Licensee shall promptly take commercially reasonable steps to timerectify such deficiencies. 5.6 For the avoidance of doubt, and in acknowledgement of Licensor’s interest in enforcing its own quality control and brand usage, nothing in this Agreement shall provide Xxxxx with the right to enforce the provisions of this Section 5 or otherwise provide Xxxxx with the ability to compel Licensor to do so.

Quality Control. Section 4.01 At all times, (a) Licensee agrees that all Products bearing the Marks which are manufactured, advertised and sold by Licensee under this Agreement and all covers, tray cards, sleeves and other packaging, and all advertising and promotional material relating thereto, shall be of the same nature and quality as the goods of Licensor and shall strictly comply with Licensor’s reasonable instructions with respect to the use thereof. Licensee shall further strictly comply with all reasonable label copy instructions received from Licensor. Licensee shall cooperate with Licensor to facilitate Licensor’s control of such nature and quality, to permit reasonable inspection of Licensee’s operation, and to supply Licensor with specimens of all uses of the Xxxx upon request. (b) If any materials or actions are reasonably disapproved by Licensor, Licensor will notify Licensee and Licensee shall immediately correct the problem to Licensor’s satisfaction. In the event Licensor requests such a change, the parties shall cooperate with each other and Licensee will promptly comply with such reasonable request to ensure that the goodwill associated with the Marks is maintained. (c) The parties acknowledge that Licensor’s quality control rights in this Section 6 are necessary to preserve the excellent reputation and goodwill associated with the Marks. (d) Licensee shall use the Licensed Marks in a professional, first-class manner in order to preserve and enhance the Territory goodwill associated with the Marks. Licensee will use the Marks only while this Agreement is in effect, only in respect of the Products, only within the Field of Use and only in accordance with such quality the policies, practices, specifications, directions, and standards and specifications as may be established reasonably stipulated by Licensor and communicated to Licensee from time to time. All Licensee warrants that it possesses the expertise, facilities and ability to professionally and successfully operate its business and to promote the goodwill associated with the Marks. Licensee will not use of the Licensed Marks made in any manner that is not expressly permitted by this Agreement unless Licensor agrees to same in writing. (e) Whenever Licensee hereunder uses the Marks, it shall faithfully reproduce give or print a notice to the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees effect that the nature xxxx is owned by Licensor or its licensors and quality of used under license by Licensee. (f) Licensor shall exclusively own all Licensed Services shall conform world-wide right, title and interest in and to all United States and foreign trademarks, copyrights, service marks, trade secrets and all other intellectual property or industrial property rights in any way regarding the Marks, and to all derivative works and/or modifications thereto. The copyright in and to all material containing or referring to the quality standards Marks or any words or designs that are substantially similar to the Marks and specifications, as may that are prepared by or on behalf of Licensee shall be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has or become the sole property of Licensor. Licensee will promptly do such acts and exclusive right execute and deliver to control Licensor all instruments that Licensor, acting reasonably determines is necessary to effect, perfect, register, or record such ownership. In the appearance of event Licensee or its agents develop or create logos, designs, or other artwork that Licensor approves (in advance and in writing) to be used in conjunction with the Licensed Marks, including without limitation all covers, tray cards, sleeves and other packaging, and all advertising and promotional material relating thereto, all such written and graphic materials, designs, logos, and other items (collectively “Designs”) shall be a “work-for-hire” under the quality copyright laws of the xxxx United States, and Licensor shall be the sole author and owner of all such work. As additional consideration for this Agreement, Licensee irrevocably assigns and transfers to Licensor all right, title and interest worldwide in and to all such Designs, and to all modifications and derivative works thereof, and to all worldwide intellectual property rights related thereto. Upon Licensor’s request, Licensee shall execute any and all assignments, applications and other documents, and perform such acts as Licensor requests to obtain trademark, copyright or other proprietary protection in any country in order to protect Licensor’s interest in all such Designs. Licensee shall have the Licensed Marks. right to use the Designs only with the Marks as approved by Licensor. (g) Licensee shall comply with the applicable laws and regulations and obtain all appropriate government approvals pertaining to the sale, distribution and advertising of Products, goods and services covered by this License. (h) In the event Licensee fails to abide, in any respect, by the provisions set forth above in Sections 3a) to f) above, Licensor shall have the right to inspectterminate this Agreement subject to the Notice and Cure as provided in Section 11. (i) Licensee shall notify Licensor of any adverse use of a trademark or other designation similar to any trademarks or “logos” owned and/or controlled by Licensor, upon reasonable notice of which Licensee is or becomes aware and at all reasonable timesLicensee shall not communicate with any person other than Licensor and its counsel in connection with any such adverse use. Licensor shall have the sole discretion to take such action as it deems appropriate and the right to exclusively control any litigation or other administrative claim or otherwise relating to any of the Marks. Any money, damages or other benefits arising out of any such infringement, challenge or claim shall accrue to Licensor. Licensee shall cooperate fully in the business facilities enforcements of rights contained in this section, including, without limitation, releasing information and records of documents relevant thereto, participation in any litigation brought hereunder, and/or appearance as witnesses therein. Licensee and, upon reasonable request, to obtain written materials of Licensee shall not at any time during apply for any registration (in any name other than Licensor’s) of any copyright, trademark or “logo” or other designation which includes any trademarks or “logos” owned and’/or controlled by Licensor in whole or in part, and shall not file any document with any governmental authority or take any other action which would affect the term status of the Marks. (j) If there is a claim by any party, person or entity that its rights under federal, state or foreign law or under common law are superior (because of prior use, prior registration or for any other reason) to any of the Marks or future trade marks at any time registered by Licensor, or any logos, designs, copyrights, business or commercial symbols, or business features (in this Agreement so section collectively referred to as the “Marks and Identifications”), and if Licensor determines that Licensor may determine whether said claims are legally meritorious, by Court proceedings and/or in reliance upon an opinion of legal counsel, then upon receiving written notice from Licensor, Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks at its expense, will, as soon as practicable thereafter, use such substitution, variances, combinations, alternatives, alternates, modifications, changes and amendments of and to the Licensed ServicesMarks and Identifications. Licensee will immediately modify not make or discontinue adopt any changes, substitutions, alternatives, amendments, modifications or alternates whatever in or to the use of the Licensed Marks that and Identifications unless directed by Licensor deems not to be in compliance with its quality standardswriting. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all timesLicensor, Licensee agrees to use as owner of the Licensed Marks in Marks, shall have the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated right to Licensee from time to time. All control use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that with respect to the nature and quality of all any goods or services on or in connection with which the Licensed Services shall conform to the quality standards and specificationsMarks is used by Licensee, as may be established by Licensor further provided below and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included elsewhere in the Licensed Services.this Agreement: Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks2.1. Licensor shall have the right to inspectspecify the form and style in which the Licensed Marks is to be used by Licensee, upon reasonable notice and at including appropriate notices of registration. Licensee shall submit to Licensor all reasonable times, proposed uses of the business facilities and records Licensed Marks for approval prior to use by Licensee. Licensee shall use the Licensed Marks in conformance with the standards of Licensee and, upon reasonable request, proper service marx xxd trademark usage so as not to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining damage or dilute Licensor's intellectual property rights therein. Upon federal registration of any of the Licensed Marks, Licensee agrees to make appropriate use of the statutory notice ("R") in connection with its use of the Licensed Marks. Licensee otherwise agrees to use the appropriate notice if the Licensed Marks are not Federally registered (i.e., "TM"). 2.2. Licensee acknowledges the high standards of quality standards pertaining and excellence established by Licensor with respect to the Licensed Marks and to the Licensed ServicesMarks. Licensee will immediately modify or discontinue any agrees that its use of the Licensed Marks that in connection with the Licensed Activities shall, at all times, be of sufficient quality so as to maintain such high standards and to reflect well upon Licensor. Licensee agrees to permit Licensor deems not to be in periodically inspect Licensee's premises, methods of operations and business and financial records during normal business hours and upon reasonable advance notice, to ensure Licensee's compliance with its quality standardsthis Agreement. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 2.3. Licensee agrees that at all activities conducted in accordance times it shall comply with this License Agreement shall be in conformance with the standards, provisions and specifications of all applicable lawsfederal, rules state and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark local laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection regulations regarding use of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeas specified by Licensor.

Quality Control. Section 4.01 At (a) The quality of the goods and services to which each approval pertains, or as set forth in the Brand Guidelines, as applicable, shall be the standard for that particular type of goods and services, unless Licensor changes the quality standards. Licensee shall, at Licensee’s expense, maintain quality standards for all times, Licensee agrees to use of the goods and services offered by it in connection with the Licensed Marks in that are substantially equivalent to or stricter than the Territory only in accordance with such standard established by Licensor’s approval or the Brand Guidelines, as applicable, for the particular type of use involved. Licensor shall have the sole right to determine reasonably whether the goods and services of Licensee meet the quality standards and specifications as may be established by Licensor and communicated this Section 1.3(a). In the event that Licensee is determined by Licensor to Licensee from time to time. All use of be using any Licensed Xxxx in a manner not in accordance with the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to approvals described herein or the quality standards and specificationsset forth in the Brand Guidelines, as may applicable, Licensor shall provide written notice of such unacceptable use including the reason why applicable approvals or quality standards are not being met. If acceptable proof that approvals or quality standards set forth in the Brand Guidelines are met is not provided to Licensor within thirty (30) days after such notice, Licensee’s license to use such Licensed Xxxx shall be established by Licensor and communicated to Licensee from time to time terminated and shall not deviate materially be renewed absent written authorization from the current quality of services and products included in the Licensed ServicesLicensor. Section 4.03 Licensor has (b) Licensee shall, at Licensee’s expense, comply with all applicable laws and regulations and obtain all governmental approvals pertaining to the sole sale, distribution, and exclusive right to control the appearance advertising of goods and services in association with the Licensed Marks, including the quality Authorized Products and the conduct of the xxxx Business in the Territory in connection with the Licensed Marks. At the reasonable request of Licensor, Licensee shall permit representatives of or appointed by Licensor shall have the right to inspect, inspect Licensee’s facilities upon reasonable notice and at all reasonable times, the during normal business facilities and records of Licensee and, upon reasonable request, hours to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's the quality standards pertaining to and is complying with the Brand Guidelines and the other terms and conditions of this Agreement. Licensee shall, at Licensee’s expense, make all changes requested by Licensor as a result of such inspections. It is acknowledged and agreed that Licensor is maintaining all control over the quality of the goods and services offered using the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be nothing contained in compliance with its quality standards. this Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement 1.3(b) shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) construed as diminishing or impairing such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timerights.

Quality Control. Section 4.01 At all times, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 4.1 Each Licensee agrees that the nature and quality of all Licensed Services its use of the Principal Marks pursuant to this License Agreement shall conform to Principal’s Branding Standards set by Principal. 4.2 Each Licensee agrees to use the quality standards Principal Marks only in the form and specificationsmanner used by Principal, or as may otherwise directed by Principal. Each Licensee shall submit to Principal for its review and approval all informational materials pertaining to and to be established by Licensor used in connection with the Products, including, where applicable, all prospectuses, registration statements, web sites, investor letters, advertisements, brochures and communicated promotional and any other similar informational materials (including documents required to Licensee from time be filed with governmental or regulatory agencies) that in any way use or refer to time the Principal Marks (the “Informational Materials”). Informational Materials shall be transmitted via electronic mail to . Principal’s approval shall be required with respect to the use of and description of the Principal Marks and shall not deviate materially be unreasonably withheld or delayed by Principal. Specifically, Principal shall notify the Licensee, via electronic mail to , of its approval or disapproval of any Informational Materials within 72 hours (excluding Saturday, Sunday and New York Stock Exchange Holidays) following receipt thereof from the current quality Licensee. Any disapproval shall state Principal’s reasons therefor. Any failure by Principal to respond within such 72 hour period shall be deemed to constitute a waiver by Principal of its right to review such Informational Materials by Principal. Once Informational Materials have been approved by Principal, subsequent Informational Materials which do not materially alter the use of the Principal Marks need not be submitted for review and approval by Principal. Subject to the foregoing, each Licensee may utilize the Principal Marks on its website and other marketing material in connection with the Products, and ALPS may hold the Products out to be proprietary to ALPS. 4.3 Principal is familiar with the services and products included of ALPS and is satisfied that those services and products are of a quality sufficiently high to satisfy Principal that ALPS will offer appropriate services and products in connection with the Principal Marks. 4.4 ALPS agrees to provide Principal with written notice in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marksevent that, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining License Agreement, the nature of ALPS’ services to the Licensed Marks and to Products should materially deviate from the Licensed Services. Licensee will immediately modify or discontinue any use nature of the Licensed Marks that Licensor deems not to be in compliance with its quality standardsservices being contemplated by the parties as of the date hereto. Section 4.04 4.5 Upon request by LicensorPrincipal, a Licensee shall promptly provide Licensor Principal with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Principal Marks so that Licensor Principal may ensure insure that said materials are in conformance with Licensor's Principal’s quality standards, and Principal may use said materials from time to time as evidence of use of the Principal Marks. Section 4.05 4.6 Each Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At 5.1 Licensee agrees it is of fundamental importance that the Licensed Product(s) bearing the Licensed Marks be of the highest quality and integrity and that the Licensed Marks be properly used and displayed so as to preserve the extraordinarily high level of recognition in the marketplace for high quality products that the Licensed Marks currently enjoy. Licensee agrees THE INFORMATION BELOW MARKED BY [****] HAS BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT. THE OMITTED PORTION HAS BEEN SEPARATELY FILED WITH THE COMMISSION. to maintain this same level of quality and integrity for the Licensed Products and all times, other' products added to Exhibit 2 in the future as set forth in the Quality Standards. 5.2 Licensee agrees to use conduct its business in such a way as to ensure against adversely affecting IBM's reputation or goodwill or that of the Licensed Marks in Products or the Territory only in accordance with such quality standards IBM Brand Paper Program. 5.3 Licensee represents and specifications as may be warrants that Licensed Product(s) will meet the Quality Standards and the applicable performance criteria established by Licensor and communicated to Licensee from time to time. All use itself and/or IBM whenever one or more of the Licensed Marks made are used on or in connection with a Licensed Product. 5.4 Licensee agrees to make every effort to achieve and maintain high customer satisfaction concerning the Licensed Products by: [****] 5.5 Failure to meet the Quality Standards shall be deemed to be a material breach of this Agreement which must be corrected by Licensee hereunder shall faithfully reproduce the design and appearance of the to IBM's sole satisfaction immediately. Until such breach is corrected, Licensee may not sell or distribute any Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in Product(s) with the Licensed Marks. Licensor Failure to meet other performance requirements set forth in this Agreement shall have also be deemed to be a material breach which must be corrected to IBM's satisfaction within [****] of Licensee's being put on written notice. 5.6 The parties agree that IBM may inspect the right to inspectLicensed Products distributed by Licensee, the manufacturing facilities of Licensee (upon reasonable notice), or otherwise purchase or review the Licensed Products without notice to insure that Quality Standards are maintained and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks are properly used. The parties also agree that IBM shall determine in good faith at its sole discretion whether the Quality Standards have been maintained and to the Licensed Services. Licensee will immediately modify or discontinue any use of whether the Licensed Marks that Licensor deems not to be in compliance with its quality standardshave been properly used. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. (a) Licensee shall ensure that the Licensed Marks are used in a manner that (i) is consistent with the purpose of the Theme Parks; (ii) complies with Licensor’s branding guidelines as may be reasonably updated and provided to Licensee by Licensor from time-to-time, and any other reasonable standards, guidelines and formats provided to Licensee from time-to-time; and (iii) is in accordance with good trademark practice in the applicable country or jurisdiction. (b) Licensee acknowledges the high standards, quality, style and image of the Licensed Marks and that the quality control provisions of this Agreement are designed to ensure that all uses of the Licensed Marks are consistent with the reputation for high quality symbolized by the Licensed Marks and attributed to Licensor. Licensee shall ensure that: (i) the operation of the Theme Parks, in connection with the grant of rights in Section 4.01 At 2(a), shall be consistent with the high standards and practices employed by Licensor in connection with its operation of the Xxxxx Gardens Theme Parks; (ii) all timesLicensed Items (A) shall be suitable for their intended use; (B) shall not be designed or produced to be inherently dangerous or contain or be packaged in any injurious, poisonous, deleterious or toxic substance or material; and (C) shall be manufactured, offered for sale, sold, labeled, packaged and distributed, advertised and otherwise exploited, in accordance with all applicable Laws (including all child and other labor Law, all customs requirements country of origin regulations, Laws relating to health and safety, such as flammability-related Laws); (iii) the Licensed Marks are not used by Licensee agrees to and the Theme Parks are not operated in any manner that would reflect adversely on the reputation for high quality symbolized by the Licensed Marks or the reputation of Licensor or its Affiliates; (iv) neither Licensee nor any Sublicensees use the Licensed Marks in any manner that devalues, injures, demeans or dilutes the Territory only in accordance with such quality standards and specifications as may be established by reputation of the Licensed Xxxx or the reputation of Licensor and communicated to Licensee from time to time. All or its Affiliates; and (v) the use of the Licensed Marks made shall adhere to a level of quality at least as high as the highest standard used by the Licensee hereunder in connection with its use of any Trademarks it may own, develop or acquire. (c) Upon the reasonable request of Licensor, Licensee shall faithfully reproduce the design and appearance deliver to Licensor representative samples of any of its uses of the Licensed Marks (including any uses in or on advertising materials) and any Licensed Items as reflected on Appendix A. Section 4.02 Licensee agrees that necessary to ensure the nature and quality of all Licensed Services shall conform to the quality above standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Servicesare being maintained. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records (d) Non-compliance of Licensee and, upon reasonable request, to obtain written materials with this Section 4 shall constitute a material breach of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standardshereunder. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the (a) The nature and quality of all services rendered by Licensee and all goods sold by Licensee in connection with the Licensed Services Marks and all advertising and promotional uses and all other related uses of the Licensed Marks by Licensee shall conform be of the highest standards of product quality, honesty, integrity, fair dealing and ethics conforming to standards set by and under the control of Licensor. Without limitation, Licensee shall not sell or offer for sale under the Licensed Marks, dogs, cats, or any other animal or type of products that is inconsistent with maintaining the association of the Licensed Marks with safe, humane and responsible pet ownership. Similarly, Licensee shall not sell or offer for sale any animal for research or experimentation purposes. (b) Licensor shall have the right to monitor the quality standards of the services provided by Licensee and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance depiction of the Licensed Marks, including the and Licensee agrees to assist Licensor in monitoring quality by providing to Licensor customer communications expressing customer satisfaction or complaints with respect to Licensee's operation of the xxxx in web site under the Licensed Marks. (c) Licensee shall additionally make available to Licensor, for its approval, exemplars of all uses of the Licensed Marks on web site pages and on and in promotional materials. Licensor shall have the right to inspectmake reasonable objections to any such sample on the grounds that Licensor believes that the use of such materials by Licensee will be damaging to the value of, upon reasonable notice and at all reasonable timesor reputation associated with, the business facilities Licensed Marks, be dilutive of the Licensed marks or do not meet the standards of quality required by Licensor. Licensor shall exercise its approval rights in good faith and records any request for modification of a submission shall include an adequate explanation. (d) Licensee and, upon reasonable request, agrees to obtain written materials of Licensee at any time during the term of this Agreement so that undertake such other steps as Licensor may determine whether reasonably request to assist Licensor in monitoring the quality of the services provided by Licensee is appropriately maintaining Licensor's quality standards under the Licensed Marks. (e) Licensee shall comply with all applicable laws and regulations and obtain all appropriate government approvals pertaining to its sale, distribution and advertising of the goods and services under the Licensed Marks and shall not do or suffer to be done any act or thing that would impair Licensor's rights in the Licensed Marks or damage the reputation for quality inherent in the Licensed Marks. (f) Subject to the Licensed Services. Licensee will immediately modify or discontinue any use provisions of Section 4.2, Licensor has the right to take all action which it deems necessary to ensure that the Licensee's activities under and uses of the Licensed Marks that Licensor deems not to be in compliance are consistent with its the reputation for quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any and prestige of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standardsMarks. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times, Licensee agrees to use 4.1 The parties acknowledge that the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made goods/services provided by Licensee hereunder in connection with the Marks is controlled by Licensor. Licensee shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform adhere to the quality standards and specificationscontrol provisions hereunder. In addition, as may be established by Licensor and communicated Licensee shall require its sublicensees to Licensee from time adhere to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance all of the Licensed Marksterms and conditions of this Agreement, including the quality control provisions hereunder. Any right of Licensor hereunder shall apply with the xxxx same force and effect with respect to any sublicensee. 4.2 Upon request by Licensor, Licensee shall immediately submit to Licensor samples of any and all advertising, marketing, and promotional materials to be used by Licensee in connection with the provision of Licensed Goods/Services, for purposes of inspection and approval and to determine if such materials meet the standards of quality acceptable to Licensor. 4.3 Licensee shall use the Marks on marketing, advertising, and promotional materials only in the Licensed Marksmanner of display illustrated in the attached Exhibit "A" or in a manner of display otherwise approved in writing by Licensor prior to use by Licensee. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, alter the business facilities and records required manner of Licensee and, upon reasonable request, to obtain written materials display of the Marks by Licensee at any time during the term of this Agreement so that continuance hereof. 4.4 Licensee shall permit Licensor, at regular business hours, upon reasonable notice and acting through such agents or representatives as Licensor may determine whether designate, to inspect Licensee's facilities to insure that Licensed Goods/Services are being rendered in conformity with standards of quality acceptable to Licensor. 4.5 Licensee is appropriately maintaining shall not use the Marks or any variation thereof in any advertising or promotional material in a manner which may detract from or impair the integrity, character, or dignity of the Marks or reflect unfavorably upon Licensor's quality standards pertaining . 4.6 Should Licensee or one or more of its sublicensees fail to comply with any one or more of the provisions hereunder, or fail, to the satisfaction of Licensor, to meet the standards of quality with respect to Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request Goods/Services established by Licensor, Licensee Licensor shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of have the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted right to terminate this Agreement in accordance with this License Agreement the provisions of Section 6.2.1, which termination shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate automatically terminate any sublicenses granted by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeLicensee.

Quality Control. Section 4.01 At all times5.1 Neither Licensor nor Licensee shall, Licensee agrees nor shall either of them authorize any other Person to, do any act or thing that could reasonably be expected to use materially damage the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use reputation or goodwill of any of the Licensed Marks made by Core Trademarks. 5.2 Licensee hereunder shall faithfully reproduce maintain the design and appearance quality levels of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature Field Products (and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include materials) bearing any of the Licensed Marks so that Licensor may ensure that said materials are Core Trademarks at a level in conformance all material respects at least equivalent to the quality of such products (and materials) sold (or used) by Licensee immediately prior to the Effective Date, or, if different, at a level commensurate with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted any written standards set forth by the Steering Committee in accordance with this License Agreement provided to Licensee after the Effective Date and upon reasonable notice to Licensee, provided that such modifications do not impose standards more stringent or burdensome on Licensee than those standards Licensor imposes on or enforces against Other Licensees. Without limiting the foregoing, Licensee shall be maintain the quality levels of the Field Products (and any other materials) bearing any of the Licensed Core Trademarks in conformance all material respects in accordance with all applicable lawsthe quality standards at each of the Field Product manufacturing plants operated by Licensee or its Affiliates immediately prior to the Effective Date, rules and regulationsor in the case of Field Products that were not produced by Licensee or its Affiliates immediately prior to the Effective Date, in accordance with the quality standards for comparable products or as otherwise promulgated by the Steering Committee with respect to such products (the “Quality Standards”). Licensee shall affix to all materials have Field Products bearing any of the Licensed Core Trademarks produced in manufacturing facilities that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices operate under conditions in compliance with applicable trademark laws and (b) such legend as Licensor may Law. 5.3 Licensee shall, within a reasonably designate prompt period after receipt, provide to the Steering Committee copies of all material correspondence relating to a material health or product safety concern of any Governmental Entity relating to any of the Field Products which are Commercialized by written notice and is required or otherwise reasonably necessary to allow adequate protection Licensee bearing any of the Licensed Marks Core Trademarks. For the avoidance of doubt, routine inspections or immaterial violations shall not fall within the foregoing. 5.4 Licensee shall, at its own expense, have an annual audit of its facilities used to manufacture Field Products bearing any of the Licensed Core Trademarks conducted by a third party with reputation or experience reasonably recognized in the industry (e.g., AIB, BRC or SQF). Licensee shall provide a copy of both the completed third party audit and any corrective action plan to Licensor no later than thirty (30) days from the benefits thereof under applicable trademark laws from time date each such annual audit occurs. If such audit should find a material deficiency in such manufacturing facilities, Licensee shall promptly take commercially reasonable steps to timerectify such deficiencies.

Quality Control. Section 4.01 At (a) Licensee acknowledges Licensor's right to approve the advertising, promotion and all timesmanner of other materials on which the Tradename is to be used ("Advertising Materials"). Prior to Licensee's use of Advertising Materials, Licensee agrees shall submit to Licensor, for Licensor's written approval, specimens of the Advertising Materials Licensee intends to use with the Licensed Marks Tradename, unless the Tradename is referenced only in the Territory only following manner: "TCM Services, Inc., formerly known as Transcend Case Management" (copies of Advertising Materials which use the Tradename exclusively in accordance with such quality standards and specifications as may this manner will be established sent to Licensor upon being used). After Licensor has rendered its written approval, the then- approved Advertising Materials shall be the standard for other materials produced thereafter. Licensee's submittal shall be deemed approved by Licensor and communicated within five (5) days of such submittal unless Licensor informs Licensee in writing of its objections within such five (5) day period. Licensor has approved Licensee's use of the Pre-Printed Materials, which approval cannot be revoked by Licensor. Licensee shall inform Licensor of material changes to Licensee from any Advertising Materials, which require approval, at any time after Licensor's approval of same; such changed materials shall be subject to approval by Licensor as provided in this section. (b) From time to time. All use , at Licensor's request, Licensee shall submit to Licensor, a reasonable quantity of the Licensed Marks made Advertising Materials. (c) Advertising Materials produced by Licensee hereunder must comply with all federal, state, and local labeling laws or regulations known to Licensee. Licensee shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform undertake to amend or cause to be amended to the quality standards and specifications, as may be established reasonable satisfaction of Licensor any Advertising Materials previously approved by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems but subsequently found not to be in compliance with its quality standardssuch laws or regulations. Section 4.04 Upon request (d) In the event any Advertising Materials produced by Licensee fail to comply with any applicable labeling law or regulation, Licensee undertakes to hold Licensor harmless from any and all damages it may suffer as a result of failure to comply with such laws and regulations, provided such damages are not a result of instructions issued by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all timesTo ensure quality control, Licensor shall provide Licensee agrees to with reasonable usage guidelines for the Licensed Trademarks within sixty (60) days of the Effective Date or Licensee’s request thereof. Licensee shall use the Licensed Marks in the Territory only Trademarks in accordance with such quality standards guidelines, and specifications as may be established by Licensor and communicated prior to Licensee from time to time. All the first use of the a Licensed Marks made Trademark in any jurisdiction in connection with any packaging, labeling and other commercialization materials (including but not limited to marketing materials created by an agent or representative of a Party), Licensee hereunder shall faithfully reproduce the design and appearance furnish to Licensor a representative sample of such materials for written confirmation of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee compliance of such materials with such guidelines and Licensor agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specificationsprovide its approval (not to be unreasonably withheld or conditioned) or disapproval, as the case may be established be, within twenty (20) business days after its receipt of any such sample. Licensor may change such guidelines only by Licensor and communicated mutual written agreement, consent to Licensee from time to time and which shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marksbe unreasonably withheld. Licensor shall have the right to inspectmonitor the quality of all products and services associated with the Licensed Trademarks licensed under this Agreement, and Licensee shall assist the Licensor in monitoring such quality by providing to Licensor samples of such uses upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon Licensor’s reasonable request, . Licensor shall have the right to obtain written materials of Licensee at make reasonable objections to any time during such use on the term of this Agreement so grounds that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to believes that such use by the Licensed Marks and to the Licensed Services. Licensee will immediately modify be damaging to or discontinue any use dilutive of the value of, or reputation associated with, such Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulationsTrademark. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all undertake such other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend steps as the Licensor may reasonably designate request to assist the Licensor in monitoring the quality of the products and services provided by written notice and is required or otherwise reasonably the Licensor under the Licensed Trademark. The Licensor has the right to take all action that it deems necessary to allow adequate protection of ensure that the Licensee’s activities under, and uses of, the Licensed Marks Trademark are consistent with the reputation for quality and prestige of products and services associated with the benefits thereof under applicable trademark laws from time to timeLicensed Trademark.

Quality Control. Section 4.01 At (a) DreamWorks Studios agrees that it will use, and will cause all timesSub-Licensees to use, Licensee the Licensed Marks in connection with Licensed Goods and Licensed Services of a quality at least equal to that of Licensed Goods and Licensed Services provided by or under license from DreamWorks Studios prior to the Separation Agreement. (b) DreamWorks Studios agrees to use the Licensed Marks under this License Agreement substantially in the Territory only manner set forth in accordance with such quality standards Schedule D attached hereto and specifications incorporated by reference herein as if set forth in full, as Schedule D may be established amended by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee DWA from time to time and shall not deviate through written notice to DreamWorks Studios in the manner set forth in paragraph 11(a) below. In the event that DreamWorks Studios wishes to use the Licensed Marks in a manner that deviates materially from the current quality of services and products included manner set forth in the Licensed ServicesSchedule D attached hereto, it shall seek approval from DWA in writing for such use, which approval shall not be unreasonably withheld, conditioned or delayed by DWA. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor (c) DWA shall have the right to inspectapprove the quality of all Licensed Goods manufactured and sold by DreamWorks Studios or under all Sub-Licenses. DreamWorks Studios agrees to conform its uses, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use reasonable commercial efforts to cause all Sub-Licensees to conform their uses, of the Licensed Marks that Licensor deems not on Licensed Goods to the manner set forth in Schedule D attached hereto. DreamWorks Studios agrees to submit to DWA for review and approval, as may be in compliance with its quality standards. Section 4.04 Upon request requested by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws DWA from time to time, a representative sample of Licensed Goods manufactured by DreamWorks Studios or under all Sub-Licenses, which approval shall not be unreasonably withheld by DWA. DWA's failure to disapprove a sample in writing within 10 business days of receipt shall be deemed approval. DWA agrees to specify in writing the reasons for its disapproval of any such sample. (d) DreamWorks Studios agrees that upon approval of any samples pursuant to this paragraph 7(c), it will not materially deviate from, and will cause all Sub-Licensees not to materially deviate from, the quality of Licensed Goods approved by DWA.

Quality Control. Section 4.01 At (a) Licensee shall not, without the prior written consent of eNote, alter or modify, nor permit any third party to alter or modify, the Marks as same may appear on any TVemail(TM) product, packaging or the documentation provided in connection therewith, or in electronic form in association with the services provided in association with TVemail(TM). (b) Licensee shall use the Marks and conduct the merchandising and sale of TVemail(TM) in a commercially appropriate manner, consistent with and enhancing the goodwill of eNote, and in conformity with local cultural norms and regulatory requirements. Licensee shall inform eNote of any changes to eNote documentation or merchandising materials necessary to conform to local cultural or legal requirements. Licensee shall comply at all timestimes at its sole expense with all applicable laws and regulations pertaining to the promotion, merchandising, distribution and sale of TVemail(TM) products and services. The Marks shall be used with notices or legends with respect to eNote's interest in the Marks as may be applicable under local trademark laws or as reasonably requested by eNote. (c) Licensee agrees shall not use the Marks, nor permit any third party to use the Licensed Marks, in association with any other name or xxxx without the prior written consent of eNote in each instance. (d) Licensee may use the Marks on or in connection with any marketing or merchandising materials in any media developed by Licensee only with the Territory only prior written consent of eNote in accordance each instance, provided that such consent shall not be withheld unreasonably. All such materials shall be consistent with such the then-current quality standards and specifications corporate positioning of TVemail(TM) as may same shall be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement Specimens shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix provided to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend eNote employees as Licensor eNote may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time. eNote shall review any such materials in a timely basis, and, in the event of rejection of such materials, provide instructions to Licensee as to how the materials may be modified to comply with then-current standards. Any materials not rejected within ten (10) business days of submission shall be deemed accepted. Licensee shall use the Marks in connection with such materials only in the form and media as approved by eNote. (e) If at any time eNote determines that any use of any Xxxx does not confirm to standards as provided in this Agreement, eNote shall inform Licensee of such nonconformity. Provided Licensee is not then in default of any other provision of this Agreement or any other Agreement between the parties, Licensee may use the materials in the non-conforming form, but shall make any changes mandated by eNote in any subsequent materials run, PROVIDED HOWEVER, that non-conforming uses in any electronic media shall be corrected as soon as reasonably practicable.

Quality Control. Section 4.01 At all times, the Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by the Licensor and communicated to the Licensee from time to time. All use of the Licensed Marks made by the Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 The Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by the Licensor and communicated to the Licensee from time to time time, and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 The Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx mxxx in the Licensed Marks. The Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of the Licensee and, upon reasonable request, to obtain written materials of the Licensee at any time during the term of this the Agreement so that the Licensor may determine whether the Licensee is appropriately maintaining the Licensor's ’s quality standards pertaining to the Licensed Marks and to the Licensed Services. The Licensee will immediately modify or discontinue any use of the Licensed Marks that the Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by the Licensor, the Licensee shall provide the Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that the Licensor may ensure that said materials are in conformance with the Licensor's ’s quality standards. Section 4.05 The Licensee agrees that all activities conducted in accordance with this License the Agreement shall be in conformance with all applicable laws, rules and regulations. The Licensee shall affix to all materials that bear a Licensed XxxxMxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as the Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times, Licensee agrees to use Licensees acknowledge the Licensed Marks in the Territory only in accordance high standards of quality that GNC has maintained with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform respect to the quality standards goods and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of associated with the Licensed Marks, including and agree to maintain such standards of quality by complying with the quality of requirements set forth in this Section 2.05. In furtherance thereof, Licensees agree that both the xxxx in Local Products and Third-Party Sourced Imported Products and services they offer under the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at as well as any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of retail stores they operate under the Licensed Marks and the benefits thereof under manufacturers of the Local Products and Third-Party Sourced Imported Products, will comply in all material respects with the applicable trademark laws quality, safety, regulatory compliance, brand, and manufacturer and supplier standards set forth on Schedule III of this Agreement, which may be amended from time to timetime by mutual agreement of the Parties, or unilaterally by GNC IPCo to the extent such amendment is being made to its quality standards *** Certain information on this page has been omitted and filed separately with the SEC. Confidential treatment has been requested with respect to the omitted portions. globally, or to the extent required by applicable law or regulation (the “Quality Standards”). GNC IPCo and Licensees agree that to the extent applicable quality standards in the Territory are more stringent than GNC’s global standards, the more stringent local standards will continue to apply in the Territory. Licensees warrant, represent, and covenant that when sold, the Local Products and Third-Party Sourced Imported Products will comply with the applicable Quality Standards. Licensees will not knowingly sell or distribute, or have their manufacturer(s) knowingly sell or distribute, any Licensed Products or component parts of Licensed Products bearing the Licensed Marks (or any portion thereof) if they are damaged, defective, irregular, seconds or contrary to the terms and conditions of this Agreement. Licensees will destroy any Licensed Products that are damaged, defective, irregular, seconds or otherwise contrary to the terms and conditions of this Agreement.

Quality Control. Section 4.01 At all times9.1 The style, Licensee agrees quality, material, workmanship and image of Authorized Products bearing the Marks shall be subject to use the Licensed Marks in discretionary approval of the Territory only Licensor, which approval shall be obtained in accordance with the procedure set forth in this Section 9. 9.2 Prior to manufacturing, advertising, offering for sale, selling, or shipping any style of Authorized Products bearing Marks, Licensee will, at Licensee's expense, submit representative samples of each style of goods comprising such quality standards Authorized Products to Licensor for inspection. Licensee shall have the option of submitting designs, fabric samples, color palette and specifications as may be established by findings (Representative Materials) to Licensor and communicated to Licensee from time to timefor approval in lieu of finished product samples. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that no Authorized Product bearing the nature and quality Marks will be manufactured, advertised, offered for sale, sold, shipped, or otherwise distributed, if the style, quality, material, or workmanship thereof has been objected to by Licensor. Such approval shall be solely within the discretion of all Licensed Services shall conform to Licensor. In the quality standards and specificationsevent of disapproval, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall provide Licensee with a reasonably detailed explanation as to why the style or styles of goods were disapproved. Licensee shall also have the right to inspectrequest that the Senior Vice President Licensing of Licensor review such disapproval. Provided the approval of Licensor has been obtained as provided herein for samples of Authorized Products or Representative Material, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain shall not depart therefrom in any material respect without again obtaining prior written materials of Licensee approval from Licensor as aforesaid. Upon Licensor's request at any time during the term of this Agreement so Licensee shall furnish to Licensor, at Licensee's expense but without any royalty payment thereon, a reasonable number of units of such approved Authorized Products bearing Marks being marketed by Licensee hereunder, in order to enable Licensor to determine that such Authorized Products do not depart in any material respect from samples or Representative Material thereof previously approved by Licensor pursuant to this Section 9.2. 9.3 Licensee agrees, upon reasonable written notice, to permit or arrange for the access of Licensor or of representatives of Licensor to inspect any facilities used in the production, marketing, distribution, merchandising and/or sales of the Authorized Products bearing Marks, it being understood that such inspections are to be undertaken in a manner that will not unreasonably interfere with or hamper the normal business operations at the locations being inspected. Licensee agrees to make provision consistent herewith with any subcontractors that Licensee may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining employ to manufacture, distribute or merchandise any item of Licensor approved Authorized Products bearing Marks. Notwithstanding the foregoing all such subcontractors must be approved by Licensor prior to their use as subcontractors for such Authorized Products, which approval shall not be unreasonably withheld, and must agree to abide by the requirements of this Agreement. Licensor reserves the right to withdraw such approval at any time if such subcontractor does not adhere to the Licensed Marks specifications, requirements and to limitations set forth in this Agreement or operates outside the Licensed Services. bounds of behavior prescribed in Section 7.4 hereof and upon such withdrawal of approval Licensee will shall immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be cease dealing in compliance such Authorized Products with its quality standardssuch subcontractors. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 9.4 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance to and have its contractors and subcontractors comply with all applicable laws, rules regulations, orders and regulationsrulings of any governmental agency, authority, or court having jurisdiction over the design, manufacture, labeling, advertising, sale, or use of the Authorized Products bearing Marks. Licensee shall affix provide timely notification to all materials Licensor of any law, regulation, or ruling of any governmental authority within the Territory which, to its knowledge, would invalidate all, or any part of this Agreement, or would require the registration or approval of this Agreement by any governmental authority, within the Territory. 9.5 Licensor shall advise Licensee in writing of its approvals or disapprovals pursuant to this Section 9, within seven (7) business days of receipt of an approval request and, in the event of disapproval, the reasons therefore provided, however, that bear if not approved within said seven (7) day period, any such request shall be deemed approved. Notwithstanding prior approvals in conformity with this Section, Licensor could subsequently become aware of facts that make such approval inadvisable. For example, after an approval as to its use, Licensor could become aware that a Licensed Xxxxsubcontractor is or has been involved in the counterfeiting of trademarks. Therefore, includingLicensor reserves the right to withdraw any such approval. A withdrawal of approval shall only be done if circumstances are such that such action is commercially reasonable and if such action is taken, but not limited to, all stationery, labels, packaging, advertising and promotional Licensor shall use commercially reasonable efforts to provide a period of time for Licensee to dispose of previously approved materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At A. Licensee shall comply with the Certification Policy and use the Trademarks only in connection with Certified Products that comply with the Standards of Quality. Licensee hereby warrants and represents that each Certified Product complies with the applicable Standard of Quality set forth in the Certification Policy. [The POSIX®: Certified by IEEE and The Open Group program requires test results to be provided in order to achieve certification. The Licensee shall retain records of such test results for as long as the Trademarks are used on or in relation to the Certified Products and for a period of one year thereafter – this can be deleted if this requirement is set forth in the Conformance Requirements.] B. In the event any changes in a Certified Product are made due to product defects, corrections or otherwise, Licensee shall ensure that all timesCertified Products continue to meet the Standards of Quality during the Term of this Agreement. If a Certified Product ceases to qualify as a Certified Product, Licensee shall at its expense immediately cease further use of the Trademarks in connection with that product. In addition, Licensee shall also immediately cause the Trademarks to be removed from all units of that product and from all Collateral Material and use its best efforts to recall such Collateral Material from retailers and other distributors (other than the ultimate customer) or, at a minimum, ensure that any use of the Trademarks on such products or Collateral Material is not visible. C. All use of the Trademarks in Collateral Material shall be in the form set forth in the Trademark Usage Guide and contain the relevant attribution statement prescribed in the Trademark Usage Guide. [Where is this Trademark Usage Guide set out?] To ensure compliance with the Trademark Usage Guide, no Collateral Material shall be used without the prior written approval of Licensor, which approval shall be at Licensor’s sole discretion, but shall not be unreasonably withheld. Licensor shall use commercially reasonable efforts to approve, disapprove or otherwise comment upon any items submitted to it within ten (10) business days of receipt of such items. If any changes or modifications are required to be made to any item of Collateral Material in order to insure compliance with Licensor’s Trademark Usage Guide, Licensee agrees to promptly make such changes or modifications. In connection with the quality control and approval requirements set forth herein, Licensee agrees to use the Licensed Marks in the Territory only in accordance such forms, procedures and methods of communication as maybe specified by Licensor. D. In addition to complying with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards control and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term approval procedures of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensorparagraph, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement Collateral Material shall be in conformance of high quality and comply with all applicable laws, rules rules, regulations and regulations. Licensee shall affix requirements of any governmental or administrative body or voluntary industry standards which may be applicable to all materials that bear a Licensed Xxxxthe advertising, includingmerchandising, but not limited topublicity, all stationerypromotion, labels, packaging, advertising sale and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection distribution of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeCollateral Material.

Quality Control. Section 4.01 At all times(a) Alvotech and Alvogen shall enter into a mutually agreeable quality agreement (the “Quality Agreement”) within six (6) months following the Effective Date, Licensee agrees substantially consistent with Alvotech’s standard form quality agreement provided to use Alvogen prior to the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use Effective Date, which shall initially cover each of the Licensed Marks made by Licensee hereunder Initial Products; provided that such Quality Agreement shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee amended from time to time to add any additional Product thereto and reflect any required changes from the addition of such Product. (b) Alvotech shall apply its quality control procedures and in-plant quality control checks on the manufacture of all Products in the same manner as Alvotech applies such procedures and checks to products of similar nature manufactured for sale by Alvotech. In addition, Alvotech shall test and release the Products in accordance with the test methods described in the Quality Agreement, subject to the reasonable oversight of representatives of Alvogen, to ensure that the Products conform to the applicable Product Specifications and the Quality Agreement and shall make available to Alvogen the results of such tests. Alvotech and Alvogen may change the test methods from time to time by mutual agreement. All Products that Alvotech delivers to Alvogen pursuant to this Agreement shall, at the time of delivery, not deviate materially from be adulterated or misbranded within the current quality meaning of services all Applicable Laws in which the definitions of adulteration and products included misbranding are substantially the same as those contained in the Licensed Services. Section 4.03 Licensor has Act or the sole PHS Act as such Applicable Laws are constituted and exclusive right effective at the time of delivery. All Products that Alvotech delivers to control Alvogen pursuant to this Agreement, shall, at the appearance time of delivery, be free from defects in material and workmanship and shall be manufactured (i) in accordance and conformity with the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice applicable Product Specifications and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be (ii) in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials Applicable Laws. All Products that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with Alvotech delivers to Alvogen pursuant to this License Agreement shall be in conformance with free from all applicable laws, rules and regulations. Licensee shall affix to all materials Liens other than those that bear arise directly or as a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate result of actions taken by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeAlvogen.

Quality Control. Section 4.01 At Licensee shall perform all times, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established acts reasonably requested by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees assure that the nature and quality of the Events are consistent with and do not detract from the goodwill associated with the Licensed IP. Without limitation: 5.1 The Licensee shall ensure that the Events and all advertising, marketing, and promotional materials: (a) comply with all applicable law, rules, regulations, safety standards and codes of practice; and (b) are of a quality and standard equal to good industry standard and at a level at least commensurate with the quality of Licensee’s other current Esports events; and (c) do not exceed the scope of the license granted hereunder and (except for use of the Licensed Services IP in accordance with this Agreement in the United States) do not infringe or violate the rights, including without limitation the intellectual property rights and privacy rights, of any third party. The Licensee shall conform further ensure that the Events are approved by Licensor in accordance with the approval process set forth in Annex B attached to this Agreement. Licensor’s review and approval process may include such factors as Licensor and its licensors reasonably determine are appropriate including without limitation that the Events accurately and fairly depict the Licensed IP and the sport of INDYCAR SERIES racing. For the avoidance of doubt any approval given by the Licensor shall not constitute a waiver of the rights of the Licensor or the Licensee’s obligations and duties under this Agreement. 5.2 If the initial concept provided under Section 5.1 are not approved by the Licensor the Licensee shall make such modifications as may reasonably be required by the Licensor and re submit such samples to the Licensor for its approval (such approval not to be unreasonably withheld or delayed). The Licensee shall not materially alter or amend the Events approved for development by the Licensor pursuant to this Section 5 without first obtaining the written approval of the Licensor in accordance with Section 5.1. 5.3 The Licensee shall on the Licensor’s request provide the Licensor with details of any complaints it has received in relation to the Events together with a report on the steps taken or being taken to resolve and fully address such complaints. Any complaints raising or potentially raising any issue of safety shall be reported to the Licensor (without a request from the Licensor being necessary) within ten working days of receipt. The Licensee shall comply with any reasonable directions given by the Licensor in respect of such complaints. 5.4 Licensor and its duly authorized representative(s) shall have the right, during normal business hours upon reasonable advance notice, to inspect any facility, storage, warehousing, vehicle, ship, aircraft, goods, supplies, and anything else used in connection with Licensed IP by Licensee in order for Licensor to monitor the quality of the Events being provided by Licensee and to ensure that the quality of the Events is of the required standard. Upon Licensor’s written request, Licensee shall grant Licensor access to individuals or organizations served by Licensee in order for Licensor to monitor use of Licensed IP accordance with the quality standards and specificationsother requirements of this Agreement. If Licensor notifies Licensee in writing of the disapproval of the quality of Events provided by Licensee in connection with Licensed IP or any misuse of Licensed IP, Licensee shall take prompt steps as reasonably required by the Licensor to improve such quality and/or to remedy trademark use. 5.5 Licensee acknowledges and agrees: (a) that it will use Licensed IP properly as determined by the applicable laws including without limitation U.S. trademark laws; (b) that the exercise of the license and worldwide rights granted to the Licensee under this Agreement is subject to all applicable laws, enactments, regulations and other similar instruments, and the Licensee understands and agrees that it shall at all times be solely liable and responsible for such due observance and performance. 5.6 In order to promote the Events and in each instance subject to Licensor’s prior written approval in accordance with this Agreement (including Section 6 below), the Licensee may be established by display so far as is reasonably required to advertise and establish a link to the Events, Licensed IP on the Licensee’s and/or the Licensee manufacturers’, publishers’, distributors’ and/or retailers’ websites, on-line or physical publications, streaming services, game covers of the digitally downloaded games or game add-ons, esports platforms or social media platforms and/or networking sites. The Licensor and communicated to Licensee may agree from time to time to the Licensee producing a limited amount of merchandise clearly branded with the Events in order to promote and advertise the Events, the cost of such merchandise shall be borne by the Licensee and shall not deviate materially be deducted from the current quality Royalties payable to Licensor. If Licensor agrees to the production of services and products included such merchandise, Licensee shall enter into Licensor’s standard written license agreement in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right form as may exist from time to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term Term which agreement will specify the terms and conditions applicable to production of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement such merchandise including without limitation an additional royalty shall be paid (in conformance with all applicable laws, rules and regulations. Licensee shall affix an agreed amount) to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timefor any Event merchandise.

Quality Control. Section 4.01 At all times, 5.1 Licensee agrees that all artwork, designs, labels, tags, brochures and other advertisements and promotional material employing the Licensed Marks, whether used in radio, television, or print media, and measures taken by Licensee and the Sublicensees to identify themselves as licensees of Licensor, shall be in accordance with written guidelines (“Guidelines”) furnished from time to time by Licensor to Licensee, which Guidelines may be updated or modified at any time by Licensor during the term, including renewals, of this Agreement. The style and manner in which the Licensed Marks are used in advertisements or other promotional materials used by Licensor and Licensee or any subsidiary with the approval of Licensor prior to the date of this Agreement are deemed Acceptable Uses of the Licensed Marks. Licensee and any Sublicensee shall have the right to use the Licensed Marks in the Territory only advertisements or other promotional materials in accordance a manner consistent in all material respects with such quality standards Acceptable Uses and specifications the Guidelines so as to give the Licensed Marks full and favourable prominence and publicity. Any changes in the Acceptable Uses or in the Guidelines may only be established made by Licensor on prior notice to Licensee, providing for transition periods and communicated rules for phase out of obsolete materials which shall be reasonable in light of the cost and effort required of Licensee and the Sublicensees to effect such changes. Licensee and all Sublicensees shall submit to Licensor for Licensor’s written approval any advertisement or promotional material which uses the Licensed Marks in a style or manner that is significantly different from time to timethe Acceptable Uses or the Guidelines. All use Licensee further agrees that representative samples of other uses of the Licensed Marks made by Licensee hereunder or any Sublicensee shall faithfully reproduce be submitted to Licensor upon request. Should Licensor at any time reasonably object to any advertisement or other promotional material of the design Licensee or Sublicensees as being in violation with the Acceptable Uses or the Guidelines, Licensee shall, at its own expense, cure such violations promptly. 5.2 Licensee agrees that the Licensed Products and appearance Services sold, distributed or provided by Licensee and the Sublicensees will be of such quality as to protect the goodwill of the Licensed Marks; and will be provided, sold and/or distributed in accordance with all applicable laws. 5.3 Licensee agrees that Licensor and/or its designated agents or representatives may enter the premises of Licensee or any of its Sublicensees at any reasonable time to inspect the premises and observe the conduct of business and rendering of services to insure compliance with the quality standards outlined in this Agreement. 5.4 Licensee agrees that in connection with each Licensed Product or Service sold or offered by it or its Sublicensees and all tags, labels, containers, packaging, advertising, promotional or display materials containing or referring to the Licensed Marks, Licensee and its Sublicensees shall where and to the extent necessary under local law to protect the status of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that apply the nature and quality of all Licensed Services shall conform to appropriate legend indicating the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection status of the Licensed Marks and the benefits thereof under applicable trademark laws from time fact (if it be the case) that the marks are registered. 5.5 Licensee and Licensor agree to timemonitor the activities of their licensees and sublicensees (including sublicensees thereof) to insure compliance with the standard worldwide Guidelines established by Licensor and the requirements of this Article V of the Agreement.

Quality Control. Section 4.01 At all times4.1 Licensees acknowledge that the Licensed Marks have established valuable goodwill and are well-regarded by consumers as representing insurance products and services of the highest caliber, Licensee agrees and that it is of great importance to Licensor that this valuable goodwill and reputation be maintained. Licensees undertake and agree that in the use of the Licensed Marks and the promotion and sale of insurance products they will conduct their respective businesses in a manner which will uphold the reputation of the Licensed Marks in the Territory only marketplace, and that they will not engage in accordance with such quality standards and specifications as may any commercial or other practices which would reasonably be established by Licensor and communicated anticipated to Licensee from time to time. All use of injure, impair the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specificationsvalue of, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially or otherwise detract from the current quality of services reputation and products included in goodwill associated with the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in or the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice expressly agrees and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so acknowledges that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks by Licensees that Licensor deems is substantially consistent with Licensees' use prior to the Closing Date and Applicable Law shall not to be in compliance with its quality standardsconstitute a breach of this Section 4.1. Section 4.04 Upon request 4.2 All products and services covered by Licensorthe grant of license hereunder shall conform to standards of quality at least comparable to those generally prevailing on the Closing Date with respect to similar products and services sold under the Licensed Marks by or on behalf of Licensee, Licensee shall provide Licensor consistent with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any Licensees' current use of the Licensed Marks immediately before the Closing Date. 4.3 Licensees shall supply to Licensor at such time as is reasonably requested by Licensor (i) representative samples of any products or services used in connection with the Licensed Marks, (ii) a reasonable number of samples of advertising, and (iii) subject to Applicable Law, information on regulatory compliance so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection can monitor the use of the Licensed Marks and the benefits thereof quality of the products and services offered thereunder. In addition, upon reasonable request and reasonable prior notice, Licensor may inspect during regular business hours all facilities operated by Licensees to verify proper use of the Licensed Marks as provided herein. Licensor shall not, by means of such inspection, interfere with Licensee's operations. All information received or reviewed by Licensor in connection with the exercise of its rights under this Section 4.3 shall be Confidential Information (as defined in Section 8) subject to the provisions of Section 8. If a Licensee fails to meet any applicable trademark laws from time quality standard, then Licensor may request that such Licensee take reasonable steps to timeremedy any such deficiencies and such Licensee shall use commercially reasonable efforts to comply with such requests.

Quality Control. Section 4.01 At all times, (a) Licensee agrees to shall use the Licensed Digital Domain Marks in only with respect to the Territory only in accordance with such quality standards goods and/or services manufactured and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made sold or otherwise provided by Licensee hereunder that are identified in Paragraphs 1(a)-(d), which goods and/or services shall faithfully reproduce the design and appearance each be of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and a quality reasonably satisfactory to Licensor. The quality of all Licensed Services services performed by Licensee with respect to which the Digital Domain Marks are used shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including consistent with the quality of the xxxx in the Licensed Marksservices performed by Licensor. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business review materials used in connection with Licensee's operation of its educational facilities and records of Licensee and, upon reasonable requestnotice, to visit such facilities to observe their operations; and Licensor shall have the right to review any content produced by Licensee to insure that it meets the requisite quality standards. Licensor shall have the right to require from time to time that the Licensee submit samples of these goods or services or exemplars of the use of the Digital Domain Marks to Licensor for inspection. (b) In order for Licensor to avoid conflicts with respect to the use of the Digital Domain Marks, Licensee will obtain written materials Licensor’s consent to Licensee’s use of the Digital Domain Marks in connection with any new business activity of Licensee (e.g., a new film project, an acquisition of an operating entity, starting a new division) as provided in this Section. At least seven (7) days prior to Licensee’s initial public use of the Digital Domain Marks in connection with such new business activity, Licensee shall send written notice to Licensor describing the new business activity and requesting Licensor’s consent to use the Digital Domain Marks in connection therewith (“New Use Request”). Licensor shall be deemed to have granted consent to the New Use Request only if such approval is communicated to Licensee in writing. (c) Licensee shall deliver final versions of any press releases that it intends to distribute to any media outlet or to otherwise make available to the public at any time during the term of this Agreement least 48 hours prior to release so that Licensor may determine whether has a sufficient opportunity to give Licensee is appropriately maintaining Licensor's quality standards pertaining meaningful comments to them. Licensee agrees to make reasonable and good faith efforts to address any comments or concerns that Licensor communicates by, among other things, making appropriate changes to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standardspress releases. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 4.1 Licensee agrees that the nature Products and the Packaging Materials, Business Materials and Advertising Materials bearing the Anusol Trademark and the Other Trademarks shall be of the highest standard and of such style, appearance, distinctiveness and quality and that the manufacture, use and sale of the Products and the applicator tips made from the Anusol Mold will adhere to all Licensed Services standards required by any applicable governmental laws, regulations or rules, including all current good manufacturing practices. 4.2 Licensee agrees that the Anusol Trademark and the Other Trademarks have an established prestige and goodwill, and are well recognized by the trade and purchasing public. In addition, Licensee acknowledges that Licensor owns other trademarks containing the word "Anusol" and permutations thereof which are used in over-the-counter products in the Territory and in prescription and over-the-counter products outside of the Territory. Accordingly, Licensee agrees that its use thereof shall conform be in a commercially acceptable and responsible manner and style to protect and enhance the prestige of Licensor. 4.3 When requested, but in no event more than on a quarterly basis, Licensee shall submit to Licensor samples of the Packaging Materials, Business Materials, Advertising Materials, Products and the applicator tips made from the Anusol Mold to allow Licensor to confirm Licensee's performance of its obligations hereunder. All such materials shall be deemed approved if Licensor has not responded within thirty (30) days after receipt of such item. Any material changes to the quality standards and specificationsPackaging Materials, as may Business Material or Advertising Materials shall be established by submitted to Licensor and communicated to Licensee from time to time in writing and shall not deviate materially from the current quality be used without Licensor's prior written consent, which shall not be unreasonably withheld. If Licensor has not responded within thirty (30) days after receipt of services and products included in the Licensed Servicessuch item, it shall be deemed approved. Section 4.03 4.4 Licensee shall not voluntarily recall any Products without first notifying Licensor has sufficiently in advance of such recall and then discussing with Licensor the sole reasons for and exclusive right to control the appearance manner and timing of the Licensed Marks, including the quality of the xxxx in the Licensed Markssuch recall. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples written notice immediately after it becomes aware of all promotional materialsany facts or circumstances from which it could reasonably be calculated that a recall may occur or be required by any governmental or regulatory agency, packagingincluding, labelswithout limitation, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulationssignificant adverse events. Licensee shall affix further provide Licensor with a copy of all summaries of adverse events required to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required be submitted to any regulatory or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timegovernmental agency.

Quality Control. Section 4.01 At all times, Licensee agrees to use shall cause the Licensed Marks in the Territory only in accordance with Products to meet and conform to high standards of style, quality and appearance. In order to assure Licensor that it is meeting such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term other provisions of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by LicensorAgreement, Licensee shall provide comply with the following: (a) Pre-Productions: Before commercial production and distribution of any product bearing any reference to the Property or Trademarks, Licensee shall submit to Licensor with representative all preliminary and proposed final artwork, prototypes, mock-ups and pre-production samples of each Licensed Product, including all promotional materialsstyles, packagingcolors and variations, together with its labels, advertisements or any other tags, cartons and containers and including Packaging and wrapping materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that and all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials. All Licensee’s submissions under this Section 7 shall be accompanied by forms supplied by Licensor. Licensor must approve in writing all submissions, manualsin its sole discretion, invoices before Licensee shall be entitled to distribute, advertise, use, produce commercial quantities of or sell any item relating to any such submission. Licensor shall approve or disapprove any submitted item within twenty (20) days after receipt by Licensor. If Licensor has not notified Licensee of its approval or disapproval within such twenty (20) day period, the item shall be deemed disapproved by Licensor. Approval of an item or Licensed Product which uses particular artwork does not imply approval of such artwork with a different item or Licensed Product or of such item or Licensed Product with different artwork. Licensee acknowledges that Licensor’s approval of an item or Licensed Product does not imply approval of, or license to use, any non-Licensor controlled elements contained in any item or Licensed Product. After a sample of an item has been approved, Licensee shall not make any changes without resubmitting the modified item for Licensor’s written approval. All decisions by Licensor relating to disapproval of any Licensed Product shall be made in its sole discretion, and all other printed materials, (a) notices shall be final and binding on Licensee and shall not be subject to review in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeany proceeding.

Quality Control. Section 4.01 At all timesIn order to protect the value of the Trademark, as a designation of the quality of the Merchandise, the Licensee acknowledges and agrees to use that the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established control by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that over the nature and quality of all Licensed Services Merchandise, the Trademark and all Trademark Use Materials is an essential element of the license herein granted. Accordingly, all aspects of the Merchandise and Trademark Use Materials and use of the Trademark shall conform be submitted to Licensor's representative for approval pursuant to Section 6.4, and shall be subject to the prior written approval of Licensor. Licensor's approval of any Merchandise, any Trademark Use Materials or the use of the Trademark shall be limited to the particular subject matter of the submission (e.g., the approval of a particular Trademark Use Material shall not be construed as an approval of the Merchandise on which it may be associated) and shall be limited to the period of use set forth in the applicable approval document. Licensor may give Licensee notice (a "Non-Conformance Notice") at any time that (i) any or all of the Merchandise or the Trademark Use Materials being designed, manufactured or sold by Licensee under the Trademark do not meet the design or quality standards for that style or line of Merchandise or Trademark Use Materials as represented by the original sample, sketch or swatch approved by Licensor; (ii) that Licensee has otherwise failed to produce any or all of the Merchandise or the Trademark Use Materials in conformity with the approval given by Licensor, or (iii) that Licensee has otherwise failed to properly use the Trademark on any or all of the Merchandise or Trademark Use Materials in accordance with the terms and specificationsprovisions of this Agreement or any applicable laws, rules or regulations (herein referred to as may a "Non-Conforming Use"). The decision of Licensor as to whether or not there has occurred a Non-Conforming Use shall be established binding upon the parties. If Licensor gives Licensee a Non-Conformance Notice, Licensee shall immediately (i) cease the manufacture or sale of such non-conforming items, (ii) correct the defects in any non-conforming items and submit such corrected items to Licensor for its approval or, if not correctable, destroy all such items, and (iii) correct the manufacturing process of such items and subject samples of the items made under the corrected process to Licensor for Licensor's approval prior to first re-shipment thereof. Licensee shall be deemed to have breached this Agreement if after Licensee receives a Non-Conformance Notice, Licensee fails to comply with any of the foregoing. Notice by Licensor and communicated to hereunder shall not relieve Licensee from time its obligation to time and shall not deviate materially from pay the current quality Royalty required under this Agreement on the sale of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive such Merchandise made by Licensee. The right to control the appearance of the Licensed Marks, including check the quality of the xxxx Trademarked goods in this manner does not effect the Licensed Marks. Licensor shall have Licensee's rights to place the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use manufacture of the Licensed Marks that Licensor deems not to be Merchandise with the manufacturers or suppliers of its choice, provide the Merchandise meets the quality control standards set forth in compliance with its quality standardsthis Agreement. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times, Licensee agrees 5.1 Licensor reserves the exclusive right to use the Licensed Marks in the Territory only in accordance with such quality establish standards for and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that exercise control over the nature and quality of all Licensed Services and the advertising and promotional materials employing Licensed Rights, and Licensee shall conform adhere to such standards. Licensor shall rely upon Licensee for adherence to any restrictions or regulatory specification relative thereto and assumes no responsibility for and makes no representation about such advertising text, content or material. 5.2 Licensor reserves the quality standards exclusive right to determine the method and specificationsform of use and display of Licensed Rights and Licensee will be bound by all such decisions of Licensor and will so use and display Licensed Rights. 5.3 Licensee will forward to Licensor, prior to initial use thereof detailed descriptions and, where appropriate, printed material, films, videotapes, photographs, and other material and information as may be established requested by Licensor setting forth and communicated describing the Licensed Services which it desires to Licensee from time offer, for the approval of Licensor as to time the nature and shall not deviate materially from the current quality of services the Licensed Services and products included in for approval of materials relating to the advertising or promotion of the Licensed Services. Section 4.03 5.4 Approval shall be deemed given if Licensor has does not disapprove within ten (10) business days after receipt of such samples, descriptions, and materials, except that if Licensor notifies Licensee that further testing or examination is needed, Licensor shall have an additional ten (10) business days to disapprove before approval is deemed given. If the sole samples, descriptions, or materials are disapproved, Licensee shall correct or modify, as directed by Licensor, and exclusive right resubmit such samples, descriptions, and materials for approval following the procedure above. All subsequent performance of Licensed Services shall conform in their specifications and quality to control the appearance samples, descriptions, and materials approved by Licensor. 5.5 Licensor and its designees shall have the right, at all reasonable times, to inspect the Licensed Services and Licensee’s (or the Local Operator's) facilities for and methods of performing them. 5.6 In the event that the quality, usage and/or notice standards referred to above are not maintained throughout the term of this Agreement, then, upon receipt of written notice from Licensor, Licensee shall immediately discontinue any and all, offering for sale, sale, advertising, promotion, shipment and distribution of the Licensed MarksServices in connection with which the said quality, including usage, or notice standards have not been met and shall thereafter immediately take all measures to rectify said deficiencies unless directed otherwise by Licensor. 5.7 Licensee hereby agrees that it shall not sell, transfer, import, export or reexport any Licensed Services in any form, except in compliance with all applicable Laws and will not sell, transfer, import, export or reexport any such Licensed Services with any persons or entities with regard to which there exist grounds to suspect or believe that they are violating such Laws. Licensee shall be solely responsible for obtaining all licenses, permits, or authorizations required from the U. S. government or any other government. To the extent not inconsistent with this Agreement, Licensor agrees to provide Licensee with such assistance as it may reasonably request in obtaining such licenses, permits or authorization. 5.8 Licensee shall market Licensed Services in a manner consistent with high quality of the xxxx in services so that such marketing shall not reflect negatively or adversely upon the Licensed MarksServices, the good name of Licensor or the Licensed Rights. Licensor shall have a prior-to-use reasonable right of approval for all promotional, marketing and advertising materials and concepts for each promotional campaign Licensee uses to market Licensed Services. In this regard, Licensor shall have a reasonable right of approval prior to the development of final television, radio or printed advertisements, the final "story boards" with respect to television advertising, the final "script" with respect to radio spots and the final "layouts" with respect to printed advertisements. Licensor shall also have a right of reasonable approval with respect to the actors or actresses used in connection with any such advertising campaigns; provided that Licensee shall have the right to inspectmake minor variations in the promotional, upon reasonable notice marketing and at advertising materials used in connection with approved promotional campaigns. All advertisements and advertising campaigns shall conform in all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining material respects to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request approvals given by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times7.1 Licensee acknowledges that the continued maintenance of the value of the Trademarks and their associated goodwill, Licensee agrees to use and the Licensed Marks in the Territory only in accordance with such continued maintenance of Licensor's quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use associated with the Trademarks are essential elements of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design rights and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 license granted hereunder. Licensee agrees that the nature and quality of all Uses of the Trademarks by Licensee shall be consistent with the reasonable standards set by Licensor (and provided in writing to Licensee) on its own behalf as beneficial owner of, and on behalf of the registered owner of, the registrations of the Trademarks. Licensee shall maintain appropriate quality standards and programs in the manufacture and production of Licensed Services Products by or on behalf of Licensee for sale to Costco Japan, including appropriate good manufacturing practices commensurate with those used in connection with Products sold by or on behalf of Licensee in the United States of America (the “Standards”). 7.2 Upon reasonable request, Licensee agrees to cooperate with Licensor in confirming the compliance of the Licensed Products with the Standards, including permitting reasonable, periodic inspection of Licensee's operations not more often than once in each Contract Year, at reasonable times during the business day and with at least ten (10) business days’ prior notice, and to supply Licensor with specimens of all Uses of the Trademarks as set forth in this Agreement, as well as written certificates of compliance with respect to any third party plants, factories or other production, bottling or packaging facilities used by Licensee to produce, manufacture or package the Licensed Products, upon the reasonable request of Licensor. In the event that the Licensed Products or components thereof are manufactured or produced by any Person other than Licensee, Licensee shall at all times ensure compliance with this Section X7X by such Person. 7.3 Upon reasonable written request by Licensor from time to time, and solely in order for Licensor to determine and assure itself that Licensee is maintaining the Standards in manufacturing the Licensed Products, Licensee shall submit to Licensor, without charge, a sample of each type of Licensed Product manufactured by or on behalf of Licensee. If at any time, Licensor reasonably determines that the sample of a Licensed Product does not meet the Standards, Licensee shall promptly take all necessary steps to ensure that the Standards are met in the manufacturing of Licensed Products and shall provide a sample from a new production run to demonstrate that the quality has improved to the reasonable satisfaction of Licensor. 7.4 Licensee acknowledges and agrees that although Licensor may upon reasonable written request conduct reviews of the Licensed Products produced by or on behalf of Licensee under this Agreement and the related advertising and promotional materials and samples, and may make various recommendations to Licensee, Licensor shall have no responsibility or liability for the operation of Licensee’s business or its facilities used in connection therewith, or its production, manufacture, marketing, distribution or sales, other than with respect to (and solely in connection with) written instructions provided by Licensor to Licensee regarding the manner in which to Use the Trademarks. Licensor’s review of (and acquiescence to, if any) any samples, advertising or promotional materials, artwork or the Licensed Products shall not be construed to mean that same conform to the quality standards laws, rules and specificationsregulations of any jurisdiction, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from other than the current quality of services and products included in fact that the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance registrations of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall Trademarks have the right to inspect, upon reasonable notice been obtained and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted maintained in accordance with applicable laws in the Territory; without limiting the generality of the foregoing, Licensor shall not bear any liability or responsibility of any nature whatsoever for such reviews (and acquiescence, if any). None of the foregoing provisions of this License Agreement Section X7.4X shall be limit in conformance any manner the indemnification obligations of the Licensor in connection with the Trademarks pursuant to Section X9.3X hereof. 7.5 Licensee shall ensure that all Licensed Products are processed, bottled, packaged, manufactured, marketed, advertised, distributed and sold in material compliance with all applicable laws, rules and regulationsregulations in the Territory. Licensee shall affix to truthful labelling upon all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, Product packaging, advertising along with any disclosures required by applicable law or Trademark ownership notices reasonably required by Licensor, which shall be provided in writing to Licensee by Licensor. Licensee shall promptly inform Licensor in writing of any material complaint by any consumer or government body in the Territory relevant to the Licensed Products, as well as to the status and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) resolution thereof. Licensor shall act expeditiously to resolve any such legend as Licensor may reasonably designate by written notice and is required complaint solely to the extent same relates to the ownership or otherwise reasonably necessary to allow adequate protection registration of the Trademarks or the manner in which the Trademarks are Used and such manner of Use is set forth in written instructions provided by Licensor to Licensee. Licensee shall act expeditiously to resolve any such complaint otherwise involving the Licensed Marks and Products. None of the benefits thereof under applicable trademark laws from time foregoing provisions of this Section X7.5X shall limit in any manner the indemnification obligations of the Licensor in connection with the Trademarks pursuant to timeSection X9.3X hereof.

Quality Control. Section 4.01 At all timesTo the extent required by the laws of a particular country or jurisdiction, with respect to Trademarks, the Licensor and the Licensee agrees shall use reasonable efforts to use maintain the Licensed Marks quality of products and services associated with the Trademarks as follows: (a) The products and services provided by the Licensee in connection with the Trademarks shall be at a commercially reasonable level which is substantially comparable in the Territory only in accordance aggregate to the quality of any similar products or services provided by the JV Entities or Henkel, as applicable, prior to the Effective Date. (b) The Licensee shall, at the Licensor’s expense, provide the Licensor with samples of Licensee’s products (with respect to trademarks) and advertising and promotional materials (with respect to service marks), together with such quality standards numbers and specifications varieties of cartons, containers, packaging and other materials as reasonably demonstrate use of the Trademarks in connection with Licensee’s products and services, as the Licensor may be established by Licensor and communicated to Licensee reasonably request from time to time. All use of , but not more than twice during any twelve (12) consecutive month period. (c) After providing the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design with at least thirty (30) days prior written notice, at such time and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, location as may be established mutually agreed upon by Licensor the Licensee and communicated to Licensee from time to time and shall the Licensor, not deviate materially from more than once during any twelve (12) consecutive month period, the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspectmake reasonable inspection of the premises where the products and services associated with the Trademarks are manufactured or provided, upon as applicable. The Licensor’s exercise of its rights under this subsection shall be subject to such reasonable notice scheduling, confidentiality and at all reasonable timesother requirements as may be imposed by any third party manufacturer engaged by the Licensee. (d) In the event of the Licensee’s substantial failure to perform any of its material obligations under this Section, the business facilities Licensor shall provide the Licensee and records of Licensee and, upon the Technology Cooperation Committee with written notice specifying in reasonable request, to obtain written materials of Licensee at any time during detail the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use nature of the Licensed Marks failure to perform. The Technology Cooperation Committee shall promptly consider the matter and attempt to recommend a mutually satisfactory resolution to Henkel and Ecolab. In the event that Licensor deems not to it is determined that corrective action must be in compliance with its quality standards. Section 4.04 Upon request taken by Licensorthe Licensee, the Licensee shall provide Licensor be provided with representative samples notice of all promotional materialssuch determination. Upon receipt of such notice, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix diligently and in good faith commence taking such actions as may be commercially reasonable to all materials that bear a Licensed Xxxxsubstantially correct or cure its failure to perform (the “Trademark Corrective Action”). Within ninety (90) days after its receipt of such notice (the “Trademark Cure Period”), including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) the Licensee shall have completed such legend actions as Licensor may reasonably designate by written notice and is required or otherwise be reasonably necessary to allow adequate protection have substantially corrected or cured its failure to perform. The inability or failure of a party to have taken the Trademark Corrective Action during the Trademark Cure Period shall not constitute a breach of this Section (i) so long as the Licensee has in good faith commenced the Trademark Corrective Action during the Trademark Cure Period and has made progress towards the correction or cure of its failure to perform, or (ii) if the nature of the Licensed Marks and failure to perform, and/or the benefits thereof under applicable trademark laws from consequences of such failure to perform, are such that the Licensee is reasonably unable to take, commence or complete the Trademark Corrective Action during the Trademark Cure Period, in which case the Trademark Cure Period shall be deemed to be extended for such period of time as may be reasonably necessary for the Licensee to timetake the Trademark Corrective Action.

Quality Control. Section 4.01 At (a) Standards of Quality Licensee shall use the Trademarks only on Products that meet Licensor’s specifications and high standards of quality and workmanship for such Products. Licensee undertakes to implement in full Licensor’s established procedures for the inspection and quality control of finished Products covered by this Agreement. Licensee shall generally ensure that all timesProducts are free from any defects or other faults in design, workmanship, and materials and conform with any pre-production samples approved pursuant to Article 4(b) herein below, and no Products that fail to meet the quality standards of Licensor shall be introduced to the market. All labels and labeling used for the Products shall have the prior written approval of Licensor. Licensee agrees to use follow any instructions of Licensor with respect to the Licensed Marks in labels for the Territory only in accordance Products, and to maintain Licensor’s high standards with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform respect to the quality of labels for the Products. Licensor and Licensee agree that the Products manufactured by Licensee as of the date of this Agreement meet the quality standards and specifications, as may be established required by Licensor and communicated pursuant to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Servicesthis Agreement. Section 4.03 Licensor has the sole and exclusive right to control the appearance (b) Product Samples Representative samples of the Licensed MarksProducts (including their packaging) initially and thereafter at Licensor’s request, including shall be furnished by Licensee to Licensor at a place designated by Licensor in sufficient quantity so as to enable Licensor to determine the quality of such Products. Licensor shall run such tests on the xxxx Products as it may deem expedient, and shall advise Licensee in writing whether the quality standards maintained by Licensor are met. THE PORTIONS OF THIS AGREEMENT IDENTIFIED BY THE SYMBOL “[* * *]” HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A CONFIDENTIAL TREATMENT REQUEST. In the event any of the Products do not comply with the product standards maintained by Licensor, Licensee shall at Licensee’s own expense undertake a diligent inquiry to determine the reason for such non-conforming Products, the extent of such non-conforming Products, and correct all such non-conforming Products, or, if this cannot be done, destroy such Products and bear the loss suffered in this connection. Licensee shall report to Licensor the cause of such problems, the extent of the non-conforming Products found, and Licensee’s correction or destruction of such Products. Licensee shall implement immediately any instructions received from Licensor regarding changes or modifications in the Licensed Marks. products and/or their manufacture or packaging. (c) Access to Premises Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business have Licensor’s representatives visit Licensee’s facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timetime to inspect the Products to insure that they comply with Licensor’s specifications and standards of quality, and Licensee shall cooperate with such representative and comply with any directions issued by the representative.

Quality Control. Section 4.01 At all timesTo ensure quality control, Licensor shall provide Licensee agrees to with reasonable usage guidelines for the Licensed Trademarks within sixty (60) days of the Effective Date or Licensee’s request thereof. Licensee shall use the Licensed Marks in the Territory only Trademarks in accordance with such quality standards guidelines, and specifications as may be established by Licensor and communicated prior to Licensee from time to time. All the first use of the a Licensed Marks made Trademark in any jurisdiction in connection with any packaging, labeling and other commercialization materials (including but not limited to marketing materials created by an agent or representative of a Party), Licensee hereunder shall faithfully reproduce the design and appearance furnish to Licensor a representative sample of such materials for written confirmation of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee compliance of such materials with such guidelines and Licensor agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specificationsprovide its approval (not to be unreasonably withheld or conditioned) or disapproval, as the case may be established be, within twenty (20) business days after its receipt of any such sample. Licensor may change such guidelines only by Licensor and communicated mutual written agreement, consent to Licensee from time to time and which shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marksbe unreasonably withheld. Licensor shall have the right to inspectmonitor the quality of all products and services associated with the Licensed Trademarks licensed under this Agreement, and Licensee shall assist the Licensor in monitoring such quality by providing to Licensor samples of such uses upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon Licensor’s reasonable request, . Licensor shall have the right to obtain written materials of Licensee at make reasonable objections to any time during such use on the term of this Agreement so grounds that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to believes that such use by the Licensed Marks and to the Licensed Services. Licensee will immediately modify be damaging to or discontinue any use dilutive of the value of, or reputation associated with, such Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulationsTrademark. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all undertake such other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend steps as the Licensor may reasonably designate request to assist the Licensor in monitoring the quality of the products and services provided by written notice and is required or otherwise reasonably the Licensor under the Licensed Trademark. The Licensor has the right to take all action that it deems necessary to allow adequate protection of ensure that the Licensee’s activities under, and uses of, the Licensed Marks Trademark are consistent with the reputation for quality and prestige of products and services associated with the benefits thereof under applicable trademark laws from time to time.Licensed Trademark. ARTICLE 7

Quality Control. Section 4.01 At all times3.1. In order to promote the goodwill symbolized by the Licensed Mark, Licensee agrees to will insure that the Licensed Services shall be of the same high quality as the services marketed or otherwise provided by Licensor and its licensees. 3.2. Licensee shall use the Licensed Marks Logo solely in the Territory only form, style, look and color as set forth on Schedule 1. Licensee shall not revise, alter or otherwise change the Licensed Logo without the prior written approval of Licensor. Licensor retains the right to change the form, style, look or color of the Licensed Logo at any time and, upon written notice to Licensee of any such changes, Licensee shall adopt any such revised Licensed Logo within ninety (90) days of its receipt of such notice. 3.3. Licensee shall use the Licensed Mark in a form which is in accordance with such quality standards and specifications sound trademark practice so as may be established by Licensor and communicated not to Licensee from time to time. All use weaken the value of the Licensed Marks made by Mark. Licensee hereunder shall faithfully reproduce use the design Licensed Mark and appearance the Licensed Logo in a manner that does not derogate, based on an objective business standard, Licensor’s rights in the Licensed Mark or the Licensed Logo or the value of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that Mark or the nature and quality of all Licensed Services shall conform to the quality standards and specificationsLogo, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in take no action that would, based on an objective standard, interfere with, diminish or tarnish those rights or value. 3.4. Licensee shall use the Licensed ServicesMark only in connection with services that meet or exceed generally accepted industry standards of quality and performance. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks3.5. Licensor shall have the right to inspectmonitor the quality of the services provided and promotional materials used by Licensee, and Licensee shall use reasonable efforts to assist Licensor in monitoring the quality of the services provided and promotional materials used by Licensee. 3.6. From time to time and upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable Licensor’s request, Licensee shall submit to obtain written Licensor samples of all materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to bearing the Licensed Marks and to Mark or the Licensed ServicesLogo, including any advertising, packaging and other publicly disseminated materials. 3.7. Licensee will immediately modify or discontinue If Xxxxxxxx discovers any improper use of the Licensed Marks that Licensor deems not Mark or the Licensed Logo on any such submission and delivers a writing describing in detail the improper use to be in compliance with its quality standards. Section 4.04 Upon request by LicensorLicensee, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of remedy the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standardsimproper use immediately. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. 5.1 Licensor shall have the right to inspectexercise quality control over the Products and Licensee's use of the Licensed Trademarks to a degree necessary to maintain the validity of the Licensed Trademarks and to protect the goodwill associated therewith. Licensor acknowledges that the quality of the Products sold by Licensee prior to the Closing is adequate for this purpose. Accordingly, Licensee shall, in its sale, marketing and distribution of the Products, adhere to a level of quality at least as high as that maintained by it for the sale, marketing and distribution of the Products prior to the Closing. 5.2 Licensee shall comply with all applicable laws and regulations in the sale, distribution and marketing of the Products, and Licensee shall use all legends, notices, and markings as required by law. 5.3 Licensee shall, upon reasonable request by Licensor, submit to Licensor samples of products and product packaging and representative samples of all publicly distributed materials bearing the Licensed Trademarks which are then currently sold or distributed by Licensee. In the event that Licensor finds that such samples of products or product packaging materially deviate from the Products or product packaging as sold or distributed by Licensee prior to the Closing or that such promotional or publicly distributed materials misuse the Licensed Trademarks or misrepresent the Products in any material respect, Licensee shall, upon notice from Licensor, immediately take steps which are necessary to correct the deviations or misrepresentation in, or misuse of, the respective items; provided, however, in the event Licensor reasonably determines that the defect poses a threat to public health or safety, or to the validity of the Licensed Trademark or to the goodwill associated herewith, Licensee shall, upon notice from Licensor, immediately cease and desist all distribution, sale and marketing of the nonconforming items, and shall immediately direct its distributors and retailers to cease shipment and sale of such nonconforming items. In addition, Licensor shall have the right to inspect upon reasonable notice and at all reasonable times, the during normal business facilities and records hours such premises of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining where applicable activities relating to the Licensed Marks and packaging, sale, distribution or marketing of Products are conducted, subject to appropriate confidentiality restrictions reasonably requested by Licensee, in order to ensure the quality of the Products bearing the Licensed Services. Trademarks. 5.4 Licensee will immediately modify or discontinue any use shall otherwise endeavor to comply with such other reasonable requests as are made by Licensor to enable Licensor to assure the quality of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of Products bearing the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standardsTrademarks. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At (a) DreamWorks Studios agrees that it will use, and will cause all timesSub-Licensees to use, Licensee the Licensed Marks in connection with Licensed Goods and Licensed Services of a quality at least equal to that of Licensed Goods and Licensed Services provided by or under license from DreamWorks Studios prior to the Separation Agreement. (b) DreamWorks Studios agrees to use the Licensed Marks under this License Agreement substantially in the Territory only manner set forth in accordance with such quality standards Schedule D attached hereto and specifications incorporated by reference herein as if set forth in full, as Schedule D may be established amended by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee DWA from time to time and shall not deviate through written notice to DreamWorks Studios in the manner set forth in paragraph 11(a) below. In the event that DreamWorks Studios wishes to use the Licensed Marks in a manner that deviates materially from the current quality of services and products included manner set forth in the Licensed ServicesSchedule D attached hereto, it shall seek approval from DWA in writing for such use, which approval shall not be unreasonably withheld, conditioned or delayed by DWA. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor (c) DWA shall have the right to inspectapprove the quality of all Licensed Goods manufactured and sold by DreamWorks Studios or under all Sub-Licenses. DreamWorks Studios agrees to conform its uses, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use reasonable commercial efforts to cause all Sub-Licensees to conform their uses, of the Licensed Marks that Licensor deems not on Licensed Goods to the manner set forth in Schedule D attached hereto. DreamWorks Studios agrees to submit to DWA for review and approval, as may be in compliance with its quality standards. Section 4.04 Upon request requested by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws DWA from time to time, a representative sample of Licensed Goods manufactured by DreamWorks Studios or under all Sub-Licenses, which approval shall not be unreasonably withheld by DWA. DWA’s failure to disapprove a sample in writing within 10 business days of receipt shall be deemed approval. DWA agrees to specify in writing the reasons for its disapproval of any such sample. (d) DreamWorks Studios agrees that upon approval of any samples pursuant to this paragraph 7(c), it will not materially deviate from, and will cause all Sub-Licensees not to materially deviate from, the quality of Licensed Goods approved by DWA.

Quality Control. Section 4.01 At all times, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. 5.1 Licensor shall have the right to inspectexercise quality control over the Products and Licensee's use of the Licensed Trademarks to a degree necessary to maintain the validity of the Licensed Trademarks and to protect the goodwill associated therewith. Licensor acknowledges that the quality of the Products sold by Licensor prior to the Closing is adequate for this purpose. Accordingly, Licensee shall, in its sale, marketing and distribution of the Products, adhere to a level of quality at least as high as that set by Licensor for the sale, marketing and distribution of the Products prior to the Closing. 5.2 Licensee shall comply with all applicable laws and regulations in the sale, distribution and marketing of the Products, and Licensee shall use all legends, notices, and markings as required by law. 5.3 Licensee shall, upon reasonable request by Licensor, submit to Licensor samples of products and product packaging and representative samples of all publicly distributed materials bearing the Licensed Trademarks which are then currently sold or distributed by Licensee. In the event that Licensor finds that such samples of products or product packaging materially deviate from the Products or product packaging as sold or distributed by Licensor prior to the Closing or that such promotional or publicly distributed materials misuse the Licensed Trademarks or misrepresent the Products in any material respect, Licensee shall, upon notice from Licensor, immediately take steps which are necessary to correct the deviations or misrepresentation in, or misuse of, the respective items; provided, however, in the event Licensor reasonably determines that the defect poses a threat to public health or safety, or to the validity of the Licensed Trademark or to the goodwill associated herewith, Licensee shall, upon notice from Licensor, immediately cease and desist all distribution, sale and marketing of the nonconforming items, and shall immediately direct its distributors and retailers to cease shipment and sale of such nonconforming items. In addition, Licensor shall have the right to inspect upon reasonable notice and at all reasonable times, the during normal business facilities and records hours such premises of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining where applicable activities relating to the Licensed Marks and packaging, sale, distribution or marketing of Products are conducted, subject to appropriate confidentiality restrictions reasonably requested by Licensee, in order to ensure the quality of the Products bearing the Licensed Services. Trademarks. 5.4 Licensee will immediately modify or discontinue any use shall otherwise endeavor to comply with such other reasonable requests as are made by Licensor to enable Licensor to assure the quality of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of Products bearing the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standardsTrademarks. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Without limiting any other provision of this Agreement, the terms of this Section 4 shall apply equally to Licensee and to all permitted sublicensees of Licensee, and the substance thereof must be contained in any proposed sublicense agreement. 4.01 At Licensee agrees that the Products and Services covered by this Agreement will be of high quality and that such Products and Services will be provided, designed, manufactured, sold and distributed in full and complete compliance with all timesapplicable laws. To this end, Licensee agrees shall, upon Licensor’s written request, permit Licensor to use inspect and approve the Licensed Marks facilities and, upon Licensor’s written request, any and all merchandise or promotional Products (“Product Sample”) before manufacture or production, and any materials (whether in the Territory only hard copy or electronic form) used in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to timeproviding or promoting Services (“Service Sample”). All use Any Product Sample or Service Sample that contains any of the Licensed Marks made submitted to Licensor shall be deemed approved unless Licensor disapproves the same in writing within thirty (30) days after receipt by Licensor. In the event that Licensor notifies Licensee hereunder shall faithfully reproduce the design and appearance in writing that it disapproves of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance any particular use of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. whether or not it had been previously submitted to Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify for approval or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request approved by Licensor, Licensee shall provide Licensor with representative samples of all promptly phase out and cease such usage. 4.02 All promotional materials, packaging, labels, advertisements items and Products manufactured or any other materials that include any assembled outside of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted United States shall be marketed in accordance with this License Agreement shall be in conformance with all prevailing U.S. Customs and Federal Trade Commission laws, rules and regulations and other applicable laws, rules and regulations. 4.03 Licensee acknowledges that providing substandard Services or Products would have an adverse effect upon the reputation of Licensor. Accordingly, Licensee agrees not to offer Services or Products of less than the quality standards required hereunder. In the event Licensor finds that any Products or Services are not of acceptable quality, he may, by notice to Licensee, require that Licensee improve such Products or Services or cease providing the same. 4.04 Licensor (directly or through its authorized agents) shall have the right to inspect any of the premises upon which the Services are being provided upon reasonable notice, at any time. If, at any time, Licensee fails to manufacture or produce any of the Products or provide any of the Services in conformity with the quality standards set forth herein, Licensor shall notify Licensee in writing of any such deficiency. Licensee shall affix have ten (10) days within which to all materials that bear a Licensed Xxxxcure such deficiency. If Licensee fails to cure any such failure, includingthen Licensor may, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, at its option (a) notices in compliance with applicable trademark laws cure the failure and charge Licensee for the expense of doing so, or (b) such legend as terminate this Agreement. In the event that the cure cannot be accomplished within ten (10) days, but Licensee has made a good faith effort to effect the cure, Licensor may reasonably designate by written notice extend the period to cure for a reasonable time, at Licensor’s sole and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeabsolute discretion.

Quality Control. Section 4.01 At all times, 6.1 Licensee agrees to use acknowledges that the Licensed Marks have established prestige and good will and are well recognized in the Territory only minds of the public, and that it is of great importance to each party that in accordance with such quality standards the manufacture and specifications as may be established by Licensor and communicated to Licensee from time to time. All use sale of the Licensed Marks made by Licensee hereunder shall faithfully reproduce Products, the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality high standards and specifications, as may reputation that Licensor has established be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Servicesmaintained. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. 6.2 Licensor shall have the right to inspectexercise quality control over Licensee’s use of the Licensed Marks on and in connection with the Licensed Products to a degree reasonably necessary to maintain the validity thereof and to protect the good will associated therewith. Licensee affirms that that level of quality and workmanship generally conforms with the standards of quality and workmanship presently provided by Licensee. The parties acknowledge that Licensor has examined the current General Acceptance Requirements pertaining to the Licensed Products, upon reasonable notice and at all reasonable times, Licensee agrees that the business facilities Licensed Products it will market and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time sell under the Trade Name and Licensed Marks will be manufactured substantially in accordance with such General Acceptance Requirements. Said General Acceptance Requirements shall be followed during the term of this Agreement so that Agreement, unless modification thereof is approved by Licensor. Licensor may determine whether will verify compliance with this paragraph by examining the Licensed Products, from time to time, as it receives them from Licensee is appropriately maintaining for sale in Licensor's quality standards pertaining ’s retail stores. 6.3 Licensor shall have the right to inspect Licensee’s manufacturing facilities for the Licensed Products, including without limitation the facilities of third-party manufacturers with whom Licensee contracts, up to four times per Contract Year. Any such inspection will occur during business hours and only after giving Licensee at least five (5) days written notice of such inspection. 6.4 Licensee shall handle all customer inquiries and complaints relating to the Licensed Marks Products in a manner substantially consistent with its present practice and shall provide substantially the same service, warranties, and repair and replacement rights to wholesale purchasers and consumers of the Licensed Products as Licensee presently provides. Licensee shall be solely responsible for all costs associated with (a) the handling of customer inquiries and complaints relating to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by LicensorProducts, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice the provision of service, warranties, repair and is required or otherwise reasonably necessary replacement relating to allow adequate protection of the Licensed Marks Products, provided, however, that for Licensed Products purchased by Licensor from Licensee for sale in Licensor’s factory outlet stores, (i) Licensee will grant Licensor a credit in the amount of * purchase price paid by Licensor for such Licensed Products and (ii) Licensor shall be solely responsible for all costs associated with the benefits thereof under applicable trademark laws from time handling of all returns of such Licensed Products to timethe Licensor's factory outlet stores. Notwithstanding the foregoing, Licensee shall remain responsible for any general quality issues with respect to the Licensed Products.

Quality Control. Section 4.01 At all times, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All (1) Licensee's use of the Licensed HMI Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of the Licensed Activities promoted and marketed by Licensee under the HMI Marks will at all times comply with HMI's written standards and specifications attached hereto as EXHIBIT D (and including as such standards and specifications are revised by HMI from time-to-time upon written notice to Licensee). Licensee shall be permitted a reasonable period of time to bring its use of the HMI Marks into conformance with any changes in such standards and specifications. Licensee will permit HMI to reasonably inspect any materials used by Licensee in the promotion and marketing of the Licensed Services shall conform Activities under the HMI Marks and all other records relating to the quality standards and specifications, as may be established by Licensor and communicated to of such activities. (2) Licensee from time to time and shall not deviate materially from the current quality will provide HMI with "proofs" or draft "web pages" of services and products included all materials used in the Licensed Services. Section 4.03 Licensor has the sole identification and exclusive right to control the appearance or promotion of the Licensed Marks, including Activities under the quality of the xxxx HMI Marks for approval by HMI prior to their use which approval shall not be unreasonably withheld or delayed. Materials used in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use identification and/or promotion of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, includingActivities will include, but are not limited to, all business cards, stationery, labelsletterhead, packaging, advertising web pages and promotional materials, manuals, invoices . (3) If HMI notifies Licensee in writing that the Licensed Activities and/or any materials used by Licensee in the promotion and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection marketing of the Licensed Activities do not meet the quality standards of HMI as reasonably determined by HMI, Licensee will cease use the HMI Marks in any manner or in connection with the Licensed Activities and materials in question. If, within sixty (60) days after receiving the benefits thereof under applicable trademark laws above written notification from time HMI, Licensee cures or otherwise corrects to timeHMI's reasonable satisfaction the failure to meet the quality standards of HMI, Licensee will be entitled to resume its use of the HMI Marks in connection with the promotion and marketing of the Licensed Activities.

Quality Control. Section 4.01 At all times(a) CHO acknowledges that it is vital to the culture, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards reputation, systems and specifications as may be established by manner of conducting business of Licensor and communicated Licensor’s Affiliates (as defined in Section 11(a)(ii) below) that the entities to Licensee from time to time. All use which Licensor licenses some or all of the Licensed Marks made Materials comply with certain policies and standards and other requirements established by Licensor, that the uniform administration of such policies, standards and requirements among Licensee hereunder shall faithfully reproduce and other entities in a like or similar position to that of Licensee is necessary to uphold (i) the design reputation of Licensor and appearance Licensor’s Affiliates; (ii) the value associated with the Marks; (iii) the value of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that Materials to Licensor; and (iv) the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance value of the Licensed Materials to Licensee and other entities in like or similar position to that of Licensee, and that the failure to require such compliance and uniform administration may damage the value of the Licensed Materials to Licensor, Licensor’s Affiliates, Licensee and such entities in like or similar position to that of Licensee. CHO acknowledges that Licensor has provided to Licensee certain policies and standards in print or electronic media, a copy of which is attached hereto as Appendix “D” attached hereto, necessary for the value associated with the Licensed Materials and the goodwill and reputation associated with the Marks, including the quality and CHO acknowledges by its execution and delivery of this Agreement that Licensee has received and reviewed those policies and standards as of the xxxx in the Licensed MarksEffective Date. Furthermore, CHO acknowledges that Licensor shall have the right from time to inspecttime, upon in its reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable requestdiscretion, to obtain written materials of Licensee at adopt new policies and standards or amend any time during the term of this Agreement so existing policies and standards; provided that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality such new and/or amended policies and standards pertaining apply equally to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use other licensees of the Licensed Marks that Materials. Licensor deems not shall give notice to be in compliance with its quality standards. Section 4.04 Upon request Licensee by electronic transmission or other means of any such subsequently adopted or amended policies and standards and, if requested by Licensor, CHO shall promptly execute and deliver to Licensor, in the manner requested by Licensor, a written acknowledgment of Licensee’s receipt and review of any such subsequently adopted or amended policies and standards issued by Licensor (the policies and standards described in this Section 3(a), together with any subsequently adopted policies and standards, and any amendments to such policies and standards, are collectively called the “Policies & Standards”). Licensor shall use all commercially reasonable efforts to require other licensees of any of the Licensed Materials to comply with the Policies & Standards and shall not impose on Licensee any requirements for adherence to the Policies & Standards that Licensor does not impose on other licensees of the Licensed Materials. (b) CHO shall comply at all times during the Term with, and shall cause the CHO Affiliates to comply at all times during the Term with, the Policies & Standards, provided that CHO shall be obligated to use commercially reasonable efforts to comply with any newly adopted Policies & Standards that incorporate significant changes over a reasonable time period not to exceed ninety (90) days, so long as other licensees of any of the Licensed Materials are required to achieve compliance during the same period. All services and products, if any, sold by Licensee shall comply with the Policies & Standards and the other terms and conditions of this Agreement. (c) CHO shall provide to each employee, manager, executive and contractor of Licensee a copy of those portions of the Policies & Standards (the “Relevant Policies & Standards”) that are specified in writing by Licensor as being applicable to such employee, manager, executive or contractor or categories of employees, managers, executives and contractors. CHO shall be responsible for non-compliance with the Relevant Policies & Standards by any employee, manager, executive or contractor of Licensee. (d) Licensee shall have the right to adopt additional policies and standards regarding the Licensed Materials (“Licensee’s Policies”) that do not conflict with the Policies & Standards, and Licensee shall provide Licensor with representative samples a copy of any such Licensee’s Policies prior to their effective date. If, within five (5) business days after Licensor’s first receipt of any of Licensee’s Policies, Licensor notifies CHO in writing that such Licensee’s Policies conflict with any of the Policies & Standards, as determined by Licensor in its reasonable discretion, Licensee shall not implement such Licensee’s Policies or, if applicable, shall discontinue use of such conflicting Licensee’s Policies as promptly as practicable. (e) Licensor shall have the right, upon at least two (2) business days prior written notice to Licensee and at Licensor’s sole expense, to have a qualified and independent third party, selected by Licensor, audit Licensee to determine compliance or non-compliance with the Policies & Standards and the other terms and conditions of this Agreement and to inspect and make copies of the business records of Licensee relevant to its present or past compliance with the Policies & Standards or the other terms and conditions of this Agreement; provided that such auditor shall not interfere with Licensee’s operations and shall keep all Licensee information examined during any such audit confidential in accordance with the provisions of Section 11(c). (f) Licensee shall not make or use any modification to any of the Brand Content without the prior express written approval of Licensor; provided, however, that Licensee may incorporate the Brand Content into newly created Internet sites, promotional materialsitems, packagingadvertising and marketing materials and the like, labelssubject to Licensor’s right to review and approve such new materials pursuant to Section 2(h). (g) If Licensee desires to begin using, advertisements after the Effective Date, the designation “CNL” in the name of a corporation, company, partnership, joint venture, or other entity or in the name of a product or service that (i) is materially different from any prior such use or (ii) does not otherwise comply with the Agreement (each, an “Intended Use”), Licensee shall, not less than thirty (30) days prior to the Intended Use, submit to Licensor a detailed statement of the Intended Use and receive Licensor’s express written permission to use such designation, which permission shall not be unreasonably withheld, conditioned or delayed. (h) At least ten (10) business days prior to the distribution or dissemination of the Marks or Brand Content in any printed media, electronic media or any other format that either (i) has not previously been approved by Licensor, or (ii) is materially different from any use that has previously been approved by Licensor, or any shorter time that may be necessary to enable Licensee to comply with applicable law or to avert material adverse consequences, each as described by Licensee to Licensor in reasonable detail, Licensee shall provide to Licensor proofs of materials that include showing the proposed use of the Marks and Brand Content for review and approval by Licensor (the “Proposal”). Such review and approval cannot be unreasonably delayed, conditioned or withheld by Licensor, and any proposed use not rejected by Licensor within five (5) business days following submittal of a Proposal to Licensor by Licensee shall be deemed approved. Licensor shall be the final arbiter as to compliance herewith of any text or design proposed for use by Licensee. Within thirty (30) days after the first production of any materials using any of the Licensed Marks so or Brand Content that have been approved by Licensor pursuant to this Section 2(h), Licensee will provide Licensor with ten (10) final copies of all such materials. Licensee shall add Licensor to all mailing lists (other than mailings to stockholders, confidential mailings and mailings for which disclosure is restricted by applicable law) and survey lists comprising mass mailings and surveys to customers, clients and vendors. Once Licensor has approved a particular format for use of the Marks or Brand Content, Licensee may ensure continue to use that said materials are format in conformance other media. Notwithstanding the foregoing provisions of this Section 3(h), the use of any CHO Name(s) by Licensee for Licensee’s Business in accordance with the Policies & Standards in any printed media, electronic media or any other format that includes no other Marks or Brand Content shall not require Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted ’s approval in accordance with this License Agreement Section 3(h). (i) If Licensee uses any of the Marks or Brand Content without having sought and obtained actual or deemed prior approval from Licensor in accordance with Section 2(h), and if Licensor, in its reasonable discretion, determines that such use is a material misuse of the Marks or Brand Content, then Licensor shall be give written notification of such misuse to Licensee. For any such material misuse, Licensor may, in conformance its reasonable discretion, take any one or more of the following options: (i) require Licensee, within thirty (30) days of receipt of notification, to correct the misuse and submit the corrected use to Licensor for review and approval; (ii) audit Licensee’s operations that relate to the misuse of the Marks and Brand Content to insure compliance with all applicable laws, rules and regulations. the Policies & Standards; (iii) demand that Licensee shall affix to all stop production of materials that bear a Licensed Xxxx, including, but include the Marks or Brand Content not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws the Policies & Standards at Licensee’s sole expense; (iv) require that Licensee prohibit or halt distribution of any materials that include the Marks or Brand Content not in compliance with the Policies & Standards at Licensee’s sole expense; (v) demand and enforce correction or revision of materials that include the Marks or Brand Content not in compliance with the Policies & Standards at Licensee’s sole expense; or (bvi) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection terminate this Agreement in accordance with the provisions of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeSection 5(b)(ii) below.

Quality Control. Section 4.01 At all times, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. 5.1 Licensor shall have the right to inspectexercise quality control over the Licensed Products and Licensee's use of the Licensed Intellectual Property to a degree necessary to maintain the validity of the Licensed Intellectual Property and to protect the goodwill associated therewith. Licensor acknowledges that the quality of the Licensed Products and Product Packaging sold by Licensor prior to the Closing is adequate for this purpose. Accordingly, Licensee shall, in its sale, marketing and distribution of the Licensed Products and Product Packaging, adhere to a level of quality at least as high as that set by Licensor for the sale, marketing and distribution of the Licensed Products and Product Packaging prior to the Closing. 5.2 Licensee shall comply with all applicable laws and regulations in the sale, distribution and marketing of the Licensed Products and Product Packaging, and Licensee shall use all legends, notices, and markings as required by law. 5.3 Licensee shall, upon reasonable request by Licensor, submit to Licensor samples of Licensed Products and Product Packaging and representative samples of all publicly distributed materials bearing the Licensed Intellectual Property or Product Packaging which are then currently sold or distributed by Licensee. In the event that Licensor finds that such samples of Licensed Products or Product Packaging materially deviate from the Licensed Products or Product Packaging as sold or distributed by Licensor prior to the Closing or that such promotional or publicly distributed materials misuse the Licensed Intellectual Property or misrepresent the Licensed Products in any material respect, Licensee shall, upon notice from Licensor, immediately take steps which are necessary to correct the deviations or misrepresentation in, or misuse of, the respective items; provided, however, in the event Licensor reasonably determines that the defect poses a threat to public health or safety, or to the validity of the Licensed Intellectual Property or to the goodwill associated herewith, Licensee shall, upon notice from Licensor, immediately cease and desist all distribution, sale and marketing of the nonconforming items, and shall immediately direct its distributors and retailers to cease shipment and sale of such nonconforming items. In addition, Licensor shall have the right to inspect upon reasonable notice and at all reasonable times, the during normal business facilities and records hours such premises of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining where applicable activities relating to the packaging, sale, distribution or marketing of Licensed Marks Products are conducted, subject to appropriate confidentiality restrictions reasonably requested by Licensee, in order to ensure the quality of the Product Packaging and to Licensed Products bearing the Licensed Services. Intellectual Property. 5.4 Licensee will immediately modify or discontinue any use shall otherwise endeavor to comply with such other reasonable requests as are made by Licensor to enable Licensor to assure the quality of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of Products bearing the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standardsIntellectual Property. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all timesLicensee further covenants and agrees as follows: 7.1 Licensee may have Licensed Products manufactured for it by third party manufacturers for sale only within the Licensed Territory. For purposes of this Agreement, "third party manufacturers" shall mean such manufacturers as are listed on Schedule IV. No changes may be made to Schedule IV without the prior written approval of Licensor. The third party manufacturers shall be subject to the quality control requirements stipulated in this Article 7. For purposes only of understanding reference to "manufacture," "manufacturing" and "manufactured" as these words may be used hereafter in this Agreement, Licensed Products made for Licensee by third party manufacturers in accordance herewith shall be deemed manufactured by Licensee. Not less than ten (10) days prior to engaging any third party manufacturer, Licensee agrees shall advise Licensor of the specific Licensed Products to use be so manufactured. Licensee shall provide Licensor with the Licensed Marks name and address of such manufacturer, and shall cause such manufacturer to execute ANNUALLY, in duplicate, a letter agreement in the Territory only form set forth in accordance Schedule III, shall forthwith provide a duplicate thereof to Licensor by registered or certified mail, and shall guarantee such manufacturer's compliance with such the quality standards and specifications as may be established by of Licensor and communicated the terms of such letter agreement. Licensee shall strictly prohibit any such third party manufacturer from subcontracting the manufacture of Licensed Products. Licensee shall remain primarily and completely responsible to Licensor for the acts of such third party manufacturers under all of the provisions of this Agreement and the acts of such third party manufacturers shall be deemed to be the acts of Licensee. To the extent requested by Licensor, Licensee shall assist representatives of Licensor in visiting and inspecting such third party manufacturers from time to time. All use Licensee further covenants to obtain in writing from any such manufacturers, undertakings in form satisfactory to Licensor, regarding the disposition of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design unused branded materials and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform defective finished products to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed MarksLicensee. Licensor shall also have the right to inspectprohibit Licensee from using third party manufacturers in countries where such manufacture would conflict with other licenses granted by Licensor. Licensee shall, upon reasonable notice and at all reasonable timesrequest of Licensor, cease using any third party manufacturer whose activities would be in violation of any of the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term terms of this Agreement so that Licensor may determine or the provisions of Schedule III, whether Licensee is appropriately maintaining Licensor's quality standards pertaining to or not such third party manufacturer has actually executed a letter in the Licensed Marks and to form of Schedule III. Upon the Licensed Services. Licensee will immediately modify or discontinue any use request of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide take reasonable action in conjunction with Licensor with representative samples against any such manufacture that violates the provisions of all promotional materials, packaging, labels, advertisements this Agreement or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standardsSchedule III. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times6.1 Licensee agrees that the Products shall be manufactured, packaged, presented, advertised, promoted, publicized, distributed and sold only in a manner that is consistent with the applicable industry standards for the Products and commensurate with the prestige and reputation of the KOOP Marks. Licensee agrees to use only those formulations agreed to with KOOP in writing and any variation shall require KOOP's prior written approval. Licensee shall at all times and in all respects exercise its rights and privileges granted under this Agreement so as to reflect credibly on KOOP and so as not to injure, damage or render less valuable the Licensed KOOP Marks and/or the Products and the goodwill associated therewith. 6.3 KOOP shall have the right, during normal business hours and upon reasonable notice to Licensee, to inspect all manufacturing facilities utilized by Licensee in, and to examine all processes and records relating to, the production, packaging and distribution of the Products, including, without limitation, the right to open and inspect packages of Products, and to make such other tests and inspections as it shall deem necessary to insure the quality of the Products. In addition, no more frequently than once every two (2) months, KOOP may, at any time during normal business hours with reasonable notice to Licensee, perform a plant-wide quality assurance audit in Licensee's facilities for the purpose of ensuring Licensee's compliance with sound sanitation practices, regulatory requirements, other governmental standards and regulations, good manufacturing practices and other tests to be agreed upon between the parties in good faith. 6.4 In order to ensure the freshness of the Products, each packaging or label for the Products shall be legibly stamped with a product expiration date and Licensee shall take all steps reasonably required by KOOP to insure that the Products are not sold or distributed to the consumer beyond such product expiration dates. The appropriate shelf life and applicable expiration date for each Product shall be mutually agreed upon by both parties and shall not be longer than the shelf life applicable to other similar products manufactured and sold by Licensee. Licensee shall take all necessary steps requested by KOOP to correct any deficiencies that might affect the quality of the Products, including, without limitation, the recall of Products that are being sold beyond their expiration dates or that have been determined by KOOP, upon testing of samples purchased in the Territory only open market, to present a health hazard to the consumer in accordance with this section. 6.5 Licensee agrees that it will use and display the KOOP Marks only on such items and in such form and manner as is specifically approved by KOOP in writing. Licensee must obtain the prior written approval of KOOP for all designs, specifications, colors, materials, contract manufacturers and quality standards of all packaging for the Products, including but not limited to any labels, instructions, containers and specifications as may displays intended to be established by utilized in connection with the Products (collectively, the "Packaging"). With respect to obtaining such approvals, the following shall apply: 6.5.1 Within thirty (30) days of the execution of this Agreement, Licensee shall submit to Licensor for its review a product proposal (the "Proposal"), on a per-Product basis, that includes the following information: the finalized Product formulations; a market and communicated competitive overview and analysis related to the Product; projected positioning of the Product; existing and/or planned distribution and sales channels for the Product; Product Packaging; suggested retail pricing for the Product; projected sales figures for the Product; costs to Licensee relating to the Product; the proposed royalties to KOOP relating to the Product; and such other related information as KOOP may request. KOOP shall provide its written comments on the Proposal within ten (10) business days of receipt, and Licensee shall revise the Proposal in response to any comments from KOOP. The final Proposal shall be mutually agreeable to both parties and shall be signed by both parties prior to further implementation by Licensee. 6.5.2 With respect to the initial line of the Products, and thereafter from time to time during this Agreement with respect to any additional items of Packaging proposed to be used by Licensee, Licensee shall submit to KOOP prototypes of each item of Packaging for KOOP's written approval. KOOP shall notify Licensee of any objections of such prototype samples. In the event KOOP objects to any aspect of any prototype, KOOP shall state the particulars of such objections in writing and shall further set forth KOOP's suggested modifications in order to remove such objections. Licensee shall be entitled to resubmit a corrected prototype for approval. Licensee shall not manufacture or use any item of Packaging without having received KOOP's prior written approval for such item of Packaging. All Packaging manufactured or used in connection with the Products shall be substantially identical in all respects to the prototypes that have been approved by KOOP (the "Final Prototypes"). Immediately upon commencement of commercial production or each item of Packaging and at each subsequent printing thereof, Licensee shall provide KOOP with a production sample of each item of Packaging. If, in KOOP's reasonable judgment, the production sample is not substantially identical to the Final Prototype, KOOP shall promptly notify Licensee and specify in what respects the production samples are nonconforming with the Final Prototype. Upon receipt of such notice, Licensee shall immediately stop production of the item of Packaging until a production sample is submitted to KOOP that KOOP reasonably determines is substantially identical in all respects to the Final Prototype. Licensee agrees not to affix or otherwise use KOOP Marks on any item of Packaging in connection with the Products until Licensee receives, in writing, KOOP's prior written approval to do so. 6.5.3 All Products shall bear at least one label or display with a KOOP Xxxx xx a form approved by KOOP in accordance with this Section 6.5.3. 6.5.4 Once an item has been approved by KOOP, Licensee shall have no obligation to resubmit the same items from the same print run prior to each subsequent use. Either party may request modification of Packaging or develop new Packaging from time to time. All use , provided, however, that the parties make good faith efforts to consult with each other in such modification and development and further provided that Final Prototypes shall be submitted to KOOP for its written approval prior to commercial production in accordance with the procedures set forth in this Section 6. 6.6 The parties shall together mutually determine the creative content and themes of all advertising for the Products, and such advertising shall be appropriate in light of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design prestige and appearance reputation of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance KOOP Marks. In furtherance of the Licensed Marksforegoing, including the quality of the xxxx in the Licensed Marks. Licensor KOOP shall have the right to inspectapprove in advance any and all advertising, upon reasonable notice and at all reasonable timesmarketing, promotion or public relations programs to be conducted by Licensee, including, without limitation, the business facilities materials, themes, talent, spokespersons, media, standards, policies and records uses of such materials and programs, for the Products and all trade materials, invoices, stationary and other printed matter prepared by or for Licensee andfor use in connection with the Products, upon reasonable requestand any press releases, public statements or responses to obtain written materials of Licensee at press inquiries relating in any time during the term of way to this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining or to the Licensed Marks Products. Notwithstanding the foregoing, KOOP acknowledges that Licensee may not have control over cooperative advertisement prior to publication of such advertisement and therefore, cannot submit such cooperative advertisement to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with KOOP for its quality standards. Section 4.04 Upon request by Licensorprior approval, but Licensee shall provide Licensor with submit representative samples of all promotional materialssuch cooperative advertisements upon KOOP's request. At least once each year, packagingLicensee will submit, labelsfor KOOP's review, advertisements or any other materials that include any of a presentation detailing Licensee's plans to market, promote and advertise the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable lawsProducts and a complete business plan for the next four calendar quarters, rules including marketing, advertising and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packagingsales plans detailing sales, advertising and promotional materialsprograms and expenditures for each quarter, manualsand such annual marketing plan shall be mutually agreeable to both parties. Licensee agrees to support the Products with adequate advertising and promotional activities with those entities identified in Exhibit C and to spend during each year the amounts agreed upon in each annual marketing plan for such activities. Only those costs that are directly allocable to advertising or promoting the Products shall in included in calculating the annual advertising expenditures. 12 6.7 KOOP may require Licensee to recall, invoices at Licensee's expense, any Product and/or item of Packaging that is nonconforming to the respective Approved Sample (and outside the Tolerance Range) or the Final Prototype, as applicable, which is in violation of Section 6 and/or which has been sold, used or distributed without prior written approval of KOOP. In the event Licensee fails to promptly take all other printed materialsreasonable steps to effect the recall, (a) notices KOOP may purchase or collect, at Licensee's expense, any Products and/or item of Packaging found in compliance with applicable trademark laws the marketplace which, in KOOP's reasonable judgment, is nonconforming and (b) such legend as Licensor may reasonably designate by written notice and is required outside the Tolerance Range or otherwise reasonably necessary in violation of this Agreement as set forth above. 6.8 KOOP shall cooperate fully and will expend its reasonable best efforts to allow adequate protection perform its evaluations of the Licensed Marks all required samples and the benefits thereof prototypes and, when satisfactory, will provide its written approval. All samples and prototypes that are properly submitted to KOOP for approval under applicable trademark laws from time to timeSection 6 that have not been disapproved within fifteen (15) business days after receipt shall be deemed approved.

Quality Control. Section 4.01 At all times, Licensee agrees 4.1 In order to use protect the Trademarks included in the Licensed Marks in IP, including the Territory only in accordance with such quality standards goodwill related thereto, each Licensee covenants and specifications agrees as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A.follows: Section 4.02 Licensee agrees that the (a) The nature and quality of all Licensed Services Products and Materials shall conform (i) be subject to the quality applicable Licensor’s approval, such approval to be in accordance with the terms and conditions set forth in this Section 4, and (ii) meet all standards and specifications, as specifications which such Licensor may be established by Licensor and communicated to Licensee from time to time give to such Licensee, on a non-discriminatory basis and consistent with the standards of service and quality of such Licensor’s business throughout the applicable License Term. Each Licensor acknowledges that the standards and specifications of the Products and the Materials being manufactured, advertised, publicized, promoted, marketed and sold at the time of the Original Effective Date, if any, meet all such standards and specifications. Each Licensee will continue to comply with the applicable Licensor’s existing standards and specifications and with any brand standards manual provided by such Licensor (“Manual”), if any, and with all changes in said standards and specifications and in the Manual as they are made by such Licensor from time to time in its sole discretion, on a non-discriminatory basis and consistent with the standards of service and quality of such Licensor’s business throughout the applicable License Term. (b) From time to time, at a Licensor’s reasonable written request and expense and for the purpose of verifying compliance with Section 4.1(a), each Licensee shall provide or make available representative samples of the Products and Materials and any other further information reasonably requested by the applicable Licensor for that purpose (the “Samples”); provided, however, that following the termination of an Existing Property Management Agreement with respect to the Bally’s Managed Facilities or the Xxxxxx’x Managed Facilities, Bally’s Owner or Xxxxxx’x Owner, as applicable, shall provide or make available the Samples to the applicable Licensor no less than once per year. Each applicable Licensor shall provide its approval, communicate its disapproval or request changes to be made to the Products and Materials represented by the Samples within fifteen (15) days of submission by such Licensee. If the applicable Licensor does not communicate its approval, disapproval (with a reasonably detailed explanation therefor) or requests for changes to such Licensee within fifteen (15) days, such Licensee’s submission of Samples shall be deemed approved. The applicable Licensor’s approval or request for changes shall not deviate materially from be unreasonably withheld, conditioned or delayed, and the current applicable Licensor shall exercise such right on a non-discriminatory basis and consistent with the standards of service and quality of services and products included in such Licensor’s business throughout the Licensed Servicesapplicable License Term. Section 4.03 Licensor has the sole and exclusive right (c) Subject to control the appearance compliance with Applicable Laws, upon reasonable notice, representatives of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. each Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the during normal business facilities and records of Licensee and, upon reasonable requesthours, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining reasonable access to the Licensed Marks premises of the applicable Licensee to examine such Licensee’s business operations and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Trademarks included in the applicable Licensed Marks that Licensor deems not IP in connection with the Licensed Field, solely to be in the extent reasonably necessary to confirm compliance with its the quality standardscontrol provisions of this Section 4.1; provided, however, that in no event shall the Licensor have access to the Licensee’s business operations and use of Trademarks if such access would violate Gaming Laws or Gaming Regulations. Section 4.04 Upon request by Licensor, (d) Each Licensee shall provide make such changes in the Products and in the Materials as shall be reasonably required by the applicable Licensor to comply with representative samples this Agreement; provided, that such required changes are requested by the applicable Licensor on a non-discriminatory basis and are consistent with the standards of all promotional materials, packaging, labels, advertisements or service and quality of the applicable Licensor’s business. (e) Without limiting any other materials that include provision of this Agreement, any Products, any Materials, and the manufacture, marketing, promotion, distribution and sale thereof, and the use or incorporation of the Licensed IP in any of the foregoing, shall comply with all Applicable Laws (unless such non-compliance is a result of any non-compliance by Licensor with respect to the applicable Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standardsIP). Section 4.05 4.2 In the event a Licensee agrees fails to materially comply with the specifications and standards (including those specifications and standards contained in the Manual) communicated by the applicable Licensor, such Licensor will furnish such Licensee with written notice identifying such failure and, if reasonably necessary, identifying the steps to cure such failure. Such Licensee shall, upon receipt of such notification from the applicable Licensor, promptly commence and thereafter diligently pursue the correction of any non-compliance and shall endeavor to achieve such correction within sixty (60) days; provided, that all activities conducted in accordance with this License Agreement such sixty (60) day correction period shall be in conformance with all extended by an additional thirty (30) days if the applicable lawsLicensee uses continuous reasonable efforts to make the requested corrections during the initial sixty (60) day period. If such Licensee fails to make corrections to any material non-compliance within such time frame, rules and regulations. such Licensee shall affix to all materials that bear a Licensed Xxxxshall, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, within fifteen (15) days of receipt of written notice from the applicable Licensor: (a) notices in compliance with applicable trademark laws cease the use, manufacture, marketing, promotion, distribution or sale of the non-complying Product or Material; and (b) not resume the use, manufacture, marketing, promotion, distribution or sale of such legend as non-complying Product or Material until it has received written authorization from the applicable Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timedo so.

Quality Control. Section 4.01 At all times, (a) Licensee agrees to use adhere to all standards required by any applicable Governmental Rule, including any standards relating to current good manufacturing practices with respect to the Licensed Marks in Products, but only to the Territory only in accordance extent that the failure to comply might reasonably be expected to have a material adverse effect on the Mixed-Use Trademarks or Licensor's rights thereto. Licenser acknowledges that the standards of quality employed as of the date hereof with such quality standards respect to the Products identified on Schedules 1A, 1B, 3A and specifications as may be established by 3B hereto (excluding Line Extensions) are acceptable to Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that to adhere to such standards unless it obtains the nature and quality prior written consent of all Licensed Services shall conform to the quality standards and specificationsLicensor, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems such consent not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements unreasonably withheld or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulationsdelayed. Licensee shall affix notify Licensor of standards of quality with respect to all any Line Extensions within sixty (60) days prior to launch of such Line Extensions and Licensor shall notify Licensee as to whether such standards of quality are acceptable or, if unacceptable, provide a reasonably detailed description of the reasons why such standards are unacceptable. If Licensor fails to notify Licensee within thirty (30) days after being notified by Licensee of such standards of quality, such standards of quality shall be deemed acceptable by Licensor. (b) Licensee agrees to furnish to Licensor or its representatives upon the reasonable request of Licensor or its representatives, samples of the Products, whether or not manufactured by Licensee, and other Product materials that bear a Licensed Xxxxusing the Mixed-Use Trademarks, including, but not limited to, all stationery, labelslabelling, packaging, advertising and promotional materialspublicity material. (c) Licensee shall use the Mixed-Use Trademarks in an appropriate manner, manualswithout jeopardizing the significance, invoices distinctiveness or validity of such Mixed-Use Trademarks. Licensor hereby consents to the Product packaging and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection uses of the Licensed Marks and Mixed-Use Trademarks existing on the benefits thereof under applicable trademark laws from time to timedate hereof.

Quality Control. Section 4.01 At all times5.1 Neither Licensor nor Licensee shall, Licensee agrees nor shall either of them authorize any other Person to, do any act or thing that could reasonably be expected to use materially damage the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use reputation or goodwill of any of the Licensed Marks made by Core Trademarks. 5.2 Licensee hereunder shall faithfully reproduce maintain the design and appearance quality levels of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature Field Products (and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include materials) bearing any of the Licensed Marks so Core Trademarks at a level in all material respects at least equivalent to the quality of such products (and materials) sold (or used) by Stella immediately prior to the Effective Date, or, if different, at a level commensurate with any written standards promulgated pursuant to the North America Trademark License Agreement and upon reasonable notice to Licensee, provided that such modifications do not impose standards more stringent or burdensome on Licensee than those standards Licensor may ensure that said materials are imposes on or enforces against Other Licensees. Without limiting the foregoing, Licensee shall maintain the quality levels of the Field Products (and any other materials) bearing any of the Licensed Core Trademarks in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted material respects in accordance with this the quality standards at each of the Field Product manufacturing plants operated by Stella or its Affiliates immediately prior to the Effective Date, or in the case of Field Products that were not produced by Stella or its Affiliates immediately prior to the Effective Date in the applicable region or country of the Territory, in accordance with the quality standards for comparable products or as otherwise promulgated pursuant to the North America Trademark License Agreement shall be in conformance with all applicable laws, rules and regulationsrespect to such products (the “Quality Standards”). Licensee shall affix have Field Products bearing any of the Licensed Core Trademarks produced in manufacturing facilities that operate under conditions in compliance with applicable Law. 5.3 Notwithstanding anything to all materials the contrary set forth in Section 5.2, Licensee shall be entitled to maintain quality levels of the Field Products (and any other materials) bearing any of the Licensed Core Trademarks in a manner other than as contemplated by Section 5.2, and subject to Section 5.1, to the extent (but only to the extent), that bear such conduct is adapted, in the judgment of Licensee acting in a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materialscommercially reasonable manner, (a) notices in compliance to comply with applicable trademark laws and local Laws, or (b) such legend as to local market conditions. 5.4 Licensee shall, within a reasonably prompt period after receipt, provide to Licensor may reasonably designate copies of all material correspondence relating to a material health or product safety concern of any Governmental Entity relating to any of the Field Products which are Commercialized by written notice and is required or otherwise reasonably necessary to allow adequate protection Licensee bearing any of the Licensed Marks Core Trademarks. For the avoidance of doubt, routine inspections or immaterial violations shall not fall within the foregoing. 5.5 Licensee shall, at its own expense, have an annual audit of its facilities used to manufacture Field Products bearing any of the Licensed Core Trademarks conducted by a third party with reputation or experience reasonably recognized in the industry (e.g., AIB, BRC, SQF or third parties of similarly recognized standing in the applicable country or region of the Territory where such audit is to be conducted). Licensee shall provide a copy of both the completed third party audit and any corrective action plan to Licensor no later than thirty (30) days from the benefits thereof under applicable trademark laws from time date each such annual audit occurs. If such audit should find a material deficiency in such manufacturing facilities, Licensee shall promptly take commercially reasonable steps to timerectify such deficiencies.

Quality Control. Section 4.01 At all times5.1 DTMC desires to maintain the validity of Trademarks and goodwill associated therewith and DTMC agrees, Licensee therefore, to maintain high standards in manufacturing and packaging of Licensed Products. 5.2 DTMC agrees to use the that Licensed Marks in the Territory only Products shall be manufactured, packaged, stored, distributed and sold in accordance with such quality standards all applicable federal, state or local laws, regulations, rules and guidelines, including but not limited to good manufacturing practices prevailing in the industry, now in effect or which may hereinafter come into effect. 5.3 DTMC agrees that Licensed Products shall be manufactured and packaged in accordance with the formulas, specifications, and samples mutually approved by DTMC and LOL prior to the initial manufacture of each and every Licensed Products by DTMC. The parties agree that all formulas and specifications utilized by LOL as may be established by Licensor and communicated to Licensee from time to time. All use of the effective date of this Agreement shall be deemed to be approved by LOL. In the event DTMC desires to make any modifications to the formulas or specifications for Licensed Marks made by Licensee hereunder Products, it shall faithfully reproduce the design and appearance provide LOL with written notice of DTMC's desire to make such modifications. LOL shall respond to DTMC's request for such modifications as soon as reasonably possible, but in no event more than thirty (30) days after LOL's receipt of DTMC's notice of the proposed modifications or LOL's approval of the proposed modifications shall be presumed. The parties agree that no modifications shall be made to the formulas or specifications for Licensed Marks as reflected Products without LOL's prior approval. 5.4 DTMC agrees to provide LOL, at DTMC's expense, with reasonable samples of Licensed Products, on Appendix A.a quarterly basis, upon receipt of requests from LOL. Any samples requested by LOL more frequently than on a quarterly basis shall be at LOL's expense. Section 4.02 Licensee agrees 5.5 DTMC shall allow LOL, or its designated representative, to inspect, on a confidential basis, a copy of all DTMC's quality control manuals that relate to the nature safety and quality of all the manufacture, packaging and storage of Licensed Services shall conform Products. DTMC agrees to the quality standards manufacture, package and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included store Licensed Products in the Licensed Servicesstrict accordance with such manuals. Section 4.03 Licensor has the sole 5.6 DTMC shall keep and exclusive right maintain, for a period of at least two (2) years following each production run, complete and accurate production, quality control and distribution records relating to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed MarksProducts. Licensor LOL shall have the right to inspect, upon reasonable notice inspect all such records on a confidential basis during normal business hours and subsequent to providing DTMC with at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standardsleast forty-eight (48) hours prior notice. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all timesIn connection with the licenses granted to Licensee hereunder and its use of the Trademarks, Licensee agrees shall: Section 3.1. comply with all applicable Law; and Section 3.2. use reasonable best efforts to use conduct its business in a manner becoming a good, ethical business establishment so as not to cause any disparagement to the Licensed Marks name, goodwill or reputation of Licensor and neither intentionally or non-intentionally be the source of negative publicity which could negatively reflect on Licensor in the Territory only view of customers or investors; and Section 3.3. conduct its business in accordance with procedures and practices that have been established prior to the date hereof by the Business or that are more rigorous than such procedures and practices insofar as they may relate to quality standards control and specifications the use of the Trademarks; and Section 3.4. permit periodic review by Licensor of the form and manner of Licensee’s use of the Trademarks on, or in connection with, the products and packaging of the Business, and take such corrective action as may be established requested in writing by Licensor and communicated regarding the use of the Trademarks in the event that Licensor, in good faith, believes that any activities or practices of Licensee are in any way detrimental to Licensor’s rights to the Trademarks or to the name, reputation or goodwill of Licensor. Section 3.5. Licensee from is not required to obtain Licensor’s permission to continue with third party manufacturers of specific Licensed Good as of the Effective Date. From time to time, Licensor may request, and Licensee shall provide within fifteen (15) days of such request, a full and complete list of any and all third parties being utilized by Licensee at the time and previously for the production of Licensed Goods hereunder. All The list shall identify each third party used to supply each such Licensed Good. (a) Prior to any production of at least one Licensed Good within a Product Line identified on Attachments A - D by a different manufacturer or use thereof by Licensee, Licensee shall identify to Licensor the different manufacturer and provide contact information of this different manufacture to Licensor. Furthermore, Licensee shall submit to Licensor a reasonable number of samples of all the Licensed Goods and other materials on which any of the Licensed Marks made Trademarks are to appear for approval, without charge. (b) Within thirty (30) days of receipt such notice, contact information and samples identified in (a), Licensor shall notify Licensee of whether or not it intends to test such samples. If Licensor elects not to test, then such manufacturer is deemed approved. (c) Licensor will endeavor to conduct any validation or approval testing in a reasonable time consistent with the time taken by Licensee hereunder for validating testing of comparable products. (d) If the Licensed Good being submitted for approval has been validated by an OEM, then the Licensor shall faithfully reproduce bear the design cost of testing to determine whether a Licensed Good meets with Licensor’s requirements. If the Licensed Good being submitted for approval has not been validated by an OEM, then the Licensee shall reimburse Licensor for any reasonable costs and appearance expenses incurred within thirty (30) days of receipt of invoices with proof of expenses for any testing to determine whether the Licensed Good meets with Licensor’s requirements. (e) For a different or any change in the third party manufacturer for any specific Licensed Good after the Effective Date, Licensee shall not make any use of, sell or distribute any item bearing any of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform Trademarks prior to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Servicesgranting final written approval. Section 4.03 Licensor has the sole and exclusive right to control the appearance 3.7. As of the Licensed MarksEffective Date, including the Licensor hereby appoints XXXX INDÚSTRIAS LTDA. as its agent for quality control and approval in Article 3 of the xxxx in the Licensed Marksthis Agreement. Licensor shall have hereby reserves the right to inspect, upon reasonable written notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's its sole discretion to amend, rescind or change its agent for quality standards pertaining to the Licensed Marks control and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited approval from time-to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to -time.

Quality Control. Section 4.01 At 3.1 In connection with the use of the Mark, Xxcensee agrees that its standards for all timesLicensed Products or promotion or advertising thereof bearing the Mark xxxll be reasonably consistent with the quality standards of Licensed Products sold by Licensor prior to the date hereof and all Licensed Products shall comply in all material respects with all applicable laws and regulations pertaining to such products in connection with which the Mark xx used. All marketing and promotion of the Licensed Products shall be done in a professional manner in keeping with the reasonable standards of Licensor. 3.2 Licensee agrees that the Mark xxx an established prestige and goodwill and is well recognized by the trade and public worldwide, and is of great importance and value to Licensor. Licensee agrees that its use of the Mark xxxll be in a commercially acceptable and responsible manner. 3.3 In furtherance of the purpose and intent expressed in paragraphs 3.1 and 3.2 above, Licensee agrees shall submit to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee or its authorized representative at its request, from time to time, but at least once per calendar year, a reasonable number of representative samples of all Licensed Products which Licensee offers for sale under the Mark. All use Xx Licensor disapproves of any sample (such disapproval to be reasonable in light of standards set forth in Paragraphs 3.1 and 3.2 above), Licensor shall notify Licensee in writing within thirty (30) days of Licensor's receipt of such sample, specifying in reasonable detail the basis for such disapproval. If Licensor does not approve or disapprove of the Licensed Marks made by Licensee hereunder Products within such 30 day period, such Licensed Products shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not deemed to be in compliance with its quality standards. Section 4.04 Upon request approved. If any sample is so disapproved by Licensor, Licensee shall provide Licensor with representative samples upon the reasonable request of Licensor, cease public distribution of all promotional materialsLicensed Products of comparable quality to the disapproved sample within 120 days following receipt of such notice. Thereafter, packaging, labels, advertisements Licensee shall not manufacture or any other materials that include any of the release replacement Licensed Marks so that Licensor may ensure that said materials are in conformance with Products for public distribution until Licensor's quality standardsapproval has been obtained, which approval shall not be unreasonably withheld or delayed. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature facilities, amenities, services and goods covered by this Agreement will be of high quality of all Licensed Services shall conform to the quality standards and specificationsthat such amenities, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included will be designed, manufactured, sold and distributed in the Licensed Services. Section 4.03 Licensor has the sole full and exclusive right to control the appearance complete compliance with all applicable laws of the Licensed Marks, including the quality relevant jurisdictions of the xxxx in the Licensed MarksOperations. Licensor shall have the right to inspectTo this end, upon reasonable notice and at all reasonable timesLicensee shall, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining before opening to the Licensed Marks public and before advertising or promoting its hotel casino resort services to the Licensed Servicespublic, first request that the Licensor inspect and approve (i) the facilities, and such approval shall not be unreasonably withheld; and (ii) any and all advertising, promotion, public relations material, merchandise, or promotional products (“Product Sample”) before manufacture or production. Licensee will immediately modify or discontinue any use of the Licensed Marks Any Product Sample that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include contains any of the Licensed Marks so that Property submitted to Licensor may ensure that said materials are shall be deemed approved unless Licensor disapproves the same in conformance with writing within thirty (30) days after receipt by Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted 4.02 All promotional items and products manufactured or assembled outside of the United States shall be marketed in accordance with this License Agreement shall be in conformance with all prevailing U.S. Customs and Federal Trade Commission and other applicable laws, rules and regulations. To the extent that the Licensor’s obligations for quality control with and from its third party licensors may vary from time to time, Licensee agrees to accept and comply, upon reasonable written notice, with such quality control provisions as may be required under the Licensor’s license agreements with third parties from whom Licensor has obtained the rights to the Licensed Property. 4.03 Licensee acknowledges that providing substandard services or products would have an adverse effect upon the reputation of Licensor and any third party from whom Licensor has obtained such rights, including but not limited to the parties to the agreements listed on Schedule B. Accordingly, Licensee agrees to offer amenities or facilities of high quality standards and not to sell defective products (seconds) which bear the marks of the Licensed Property. 4.04 Licensee agrees to operate the Operations in a manner which meets or exceeds the following minimum quality standards: (a) the business shall affix to be operated in compliance with all materials that bear a Licensed Xxxxapplicable laws and regulations of the relevant jurisdictions of the Operations, including, but not limited to, all stationeryhealth, labelssafety, packagingfire and business codes, advertising and promotional materialstax laws, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark gaming laws and labor codes; (b) the business shall maintain all applicable business licenses, including, but not limited to, business, alcohol, and gaming; (c) the business shall be conducted in a professional and reputable manner, reasonably free from consumer complaints; (d) the premises shall be maintained in a pristine manner, consistently neat, clean and in proper repair and décor, in a highly sanitary condition, and all food and beverage services shall maintain the highest possible rating for cleanliness established by the governing entity for the site; (e) the business shall be operated in a manner that does not tarnish or diminish the value of the goodwill represented by the Licensed Property; and (f) the business shall be operated in a manner that does not adversely affect the goodwill or reputation of the Licensor and its affiliates or the Licensor’s and its affiliates’ ability to obtain or maintain licenses from any regulatory authority, including the Nevada Gaming Commission. 4.05 Licensor (directly or through its authorized agents) shall have the right to inspect the premises upon reasonable notice, at any time. If, at any time, the Licensee fails to operate the Operations in conformity with the quality standards set forth herein, Licensor shall notify Licensee in writing of any such legend as deficiency. Licensee shall have thirty (30) days within which to cure such deficiency. If the Licensee fails to cure any such failure, then Licensor may, at its option, cure the failure and charge the Licensee for the expense of doing so. In the event that the cure cannot be accomplished within thirty (30) days, but the Licensee has made a good faith effort to effect the cure, Licensor may reasonably designate by written notice extend the period to cure for a reasonable time, at Licensor’s sole and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeabsolute discretion.

Quality Control. Section 4.01 At all times2.1 Licensee shall, during the term of this Agreement, use the Marks only on or in connection with goods and services within the Field of Use in the Territory, only upon employing quality standards which meet or exceed the following: and services; or 2.1.1 The standards that Licensor directs Licensee to use for the goods 2.1.2 The highest standards recognized by the industry as acceptable for the rendering of such goods and services. 2.2 Licensee further acknowledges that it will use the Marks properly as determined by modern U.S. trademark law. Specifically, Licensee agrees to always denote the Marks with a "™"symbol, a "TM”, symbol, or a"®" symbol if the Marks become registered at the United States Patent and Trademark Office. Licensee further agrees to use the Licensed Marks consistently and to reproduce the Marks in the Territory only exact manner directed by Licensor. Licensee further agrees to use the Marks as adjectives rather than nouns and to place a disclaimer in accordance with such quality standards and specifications as a prominent location near the use of the Marks to the effect that "HOLY YOGA™ is a trademark(s) of Holy Yoga Living, L.L.C." or another entity that Licensor may be established by Licensor and communicated to Licensee designate from time to time. All use Licensee agrees to correct any misuse of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A.determined by Licensor within ten (10) days of receiving notice from Licensor of any such misuse. Section 4.02 2.3 Licensee shall not acquire or use any internet address (such as a domain name) containing the Marks, or a portion thereof, or anything likely to be confused with the Marks. Information displayed over the internet, to the extent that the Marks are displayed, shall also provide notice that the Marks are owned by Licensor. 2.4 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance quality of goods and services offered by Licensee under the Licensed Marks. Licensee agrees to comply with the quality control standards referenced herein. 2.5 Licensor and its duly authorized representative(s) shall have the right, including upon reasonable advance notice, to monitor any services or inspect the goods produced by Licensee in connection with the Marks. 2.6 Licensor and its duly authorized representative(s) shall have the right, during normal business hours and upon reasonable advance notice, to inspect any facility or be given unrestricted access to any Website used by Licensee in connection with Licensee's goods and services in order for Licensor to monitor the quality of the xxxx in the Licensed Marks. these goods and services, as well as Licensee's compliance with all other terms of this Agreement. 2.7 Licensor shall have the right may request Licensee to inspectconfirm compliance with quality control standards by providing, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable Licensor's request, to obtain a written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws affidavit from time to time, but not more frequently than monthly, stating the following: Licensee has complied with the quality control standards set forth in Paragraph 2.1 of the Trademark License Agreement, entered into between Holy Yoga INC, as Licensor, and _ as Licensee, and there has been no decline in the quality standards of such goods and or services maintained by Licensee since entering into the aforesaid Agreement. 2.8 Notwithstanding the foregoing, Licensee shall be responsible for assuring that goods and services associated with the Marks are free from defects in material and workmanship, are of merchantable quality and are fit for the purposes intended by Licensee's customers.

Quality Control. Section 4.01 At all times, a. Licensee agrees to use the Licensed Marks Xxxx only in connection with the Territory only above-mentioned Services and in accordance with such quality standards the reasonable standards, specifications, directions, information and specifications as may be established know-how provided by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in order to protect Licensor's rights in the Licensed Services. Section 4.03 Licensor has the sole Xxxx. In furtherance of, and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable timeswithout limiting, the business facilities foregoing, Licensee agrees to comply with any reasonable requirements established by Licensor concerning the style, design, display and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks Xxxx including, without limitation, any requirement to use a trademark symbol ((TM) or (R)) with any or all uses of the Xxxx, and Licensee agrees that Licensor deems not it will take all steps reasonably necessary to be in compliance with its quality standardsensure that Licensor's ownership of the Xxxx is recognized and afforded protection wherever the Xxxx is used. Section 4.04 b. Licensee agrees that (i) any and all uses of the Xxxx by Licensee, (ii) any and all content of the Web Site, (iii) any person or model whose name or likeness is used on or in connection with the Web Site, and (iv) any and all advertising and promotion related to the Web Site shall be subject to the advance written approval of Licensor, which approval shall not be unreasonably withheld or delayed and which approval shall be deemed to have been given if Licensor does not notify Licensee of its objections thereto within three (3) business days following Licensor's receipt of written request to Licensor for Licensor's approval of such. c. Upon written request by from Licensor, Licensee shall provide submit for Licensor's review such materials and documents as Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so that shall reasonably require in order for Licensor may to ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices is in compliance with applicable trademark laws the terms of this Agreement, including compliance with all such standards, specifications, directions, information and (b) such legend as know-how provided by Licensor may reasonably designate to Licensee pursuant to the terms hereof. d. Licensee agrees to maintain the reasonable standards of quality established by written notice and is required or otherwise reasonably necessary Licensor including those standards provided to allow adequate protection Licensee by Licensor pursuant to this Agreement. Licensor shall be the sole determiner of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timewhether Licensee has maintained said standards of quality provided that Licensor utilizes reasonable discretion.

Quality Control. Section 4.01 At all times(a) Neither Licensor nor Licensee shall, Licensee agrees to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use nor shall either of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or them authorize any other materials Person to, do any act or thing that include could reasonably be expected to materially damage the reputation or goodwill of any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standardsTrademarks. Section 4.05 (b) Licensee agrees shall maintain the quality levels of the Brand License Products and any other materials bearing any of the Licensed Trademarks at a level in all material respects at least equivalent to the quality of such products and materials sold or used by Licensor immediately prior to the Effective Date, or, if different, at a level commensurate with any Quality Standards (defined below) provided to Licensee hereunder, provided that such modifications do not impose standards more stringent or burdensome on Licensee than those standards Licensor imposes on or enforces against other licensees or itself. Without limiting the foregoing, Licensee shall maintain the quality levels of the Brand License Products (and any other materials) bearing any of the Licensed Trademarks in all activities conducted material respects in accordance with this the quality standards at each of the Brand License Agreement shall be Product manufacturing plants operated by Licensor immediately prior to the Effective Date, or in conformance the case of Brand License Products that were not produced by Licensor immediately prior to the Effective Date, in accordance with all applicable laws, rules and regulationsthe quality standards for comparable products or as otherwise promulgated by the Licensor with respect to such products (the “Quality Standards”). Licensee shall affix to all materials have Brand License Products bearing any of the Licensed Trademarks produced in manufacturing facilities that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices operate under conditions in compliance with applicable trademark laws and all Applicable Laws. (bc) such legend as Licensee shall, within a reasonably prompt period after receipt, provide to the Licensor may reasonably designate copies of all material correspondence relating to a material health or product safety concern of any Governmental Entity relating to any of the Brand License Products which are Commercialized by written notice and is required or otherwise reasonably necessary to allow adequate protection Licensee bearing any of the Licensed Marks Trademarks. For the avoidance of doubt, routine inspections or immaterial violations shall not fall within the foregoing. (d) Licensee shall, with expenses to be shared equally with Licensor, have an annual audit of its facilities used to manufacture Brand License Products bearing any of the Licensed Trademarks conducted by a third party with reputation or experience reasonably recognized in the industry. Licensee shall provide the copy of the executive summary of the completed third party audit and a summary of any corrective action plan to Licensor no later than thirty (30) days from the benefits thereof under applicable trademark laws from time date each such annual audit occurs. If such audit should find a material deficiency in such manufacturing facilities, Licensee shall promptly take commercially reasonable steps to timerectify such deficiencies.

Quality Control. Section 4.01 At all times3.1 In order to promote the goodwill symbolized by the Licensed Xxxx, Licensee agrees to will insure that the Licensed Services shall be of the same high quality as the services marketed or otherwise provided by Licensor and its licensees. 3.2 Licensee shall use the Licensed Marks Logo solely in the Territory only form, style, look and color as set forth on Schedule 1. Licensee shall not revise, alter or otherwise change the Licensed Logo without the prior written approval of Licensor. Licensor retains the right to change the form, style, look or color of the Licensed Logo at any time and, upon written notice to Licensee of any such changes, Licensee shall adopt any such revised Licensed Logo within ninety (90) days of its receipt of such notice. 3.3 Licensee shall use the Licensed Xxxx in a form which is in accordance with such quality standards and specifications sound trademark practice so as may be established by Licensor and communicated not to Licensee from time to time. All use weaken the value of the Licensed Marks made by Xxxx. Licensee hereunder shall faithfully reproduce use the design Licensed Xxxx and appearance the Licensed Logo in a manner that does not derogate, based on an objective business standard, Licensor’s rights in the Licensed Xxxx or the Licensed Logo or the value of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that Xxxx or the nature and quality of all Licensed Services shall conform to the quality standards and specificationsLogo, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in take no action that would, based on an objective standard, interfere with, diminish or tarnish those rights or value. 3.4 Licensee shall use the Licensed ServicesXxxx only in connection with services that meet or exceed generally accepted industry standards of quality and performance. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. 3.5 Licensor shall have the right to inspectmonitor the quality of the services provided and promotional materials used by Licensee, and Licensee shall use reasonable efforts to assist Licensor in monitoring the quality of the services provided and promotional materials used by Licensee. 3.6 From time to time and upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable Licensor’s request, Licensee shall submit to obtain written Licensor samples of all materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to bearing the Licensed Marks and to Xxxx or the Licensed Services. Licensee will immediately modify or discontinue Logo, including any advertising, packaging and other publicly disseminated materials. 3.7 If Licensor discovers any improper use of the Licensed Marks that Licensor deems not Xxxx or the Licensed Logo on any such submission and delivers a writing describing in detail the improper use to be in compliance with its quality standards. Section 4.04 Upon request by LicensorLicensee, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of remedy the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standardsimproper use immediately. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times7.1 DCC acknowledges the valuable goodwill associated with Trademarks and desires to maintain the validity of Trademarks and the goodwill associated therewith and DCC agrees, Licensee agrees therefore, to use the Licensed Marks maintain high standards in the Territory only manufacturing, packaging and storing of Licensed Products. 7.2 DCC agrees that Licensed Products shall be manufactured, packaged, stored, distributed and marketed in accordance with all applicable Federal, state and/or local laws and regulations. DCC further agrees that all facilities utilized to manufacture, package or store Licensed Products shall be maintained in accordance with all applicable Federal, state and/or local laws and regulations. 7.3 DCC agrees that Licensed Products shall be manufactured and packaged in strict accordance with the formulas, product specifications, quality specifications and samples approved by Nestle prior to the initial manufacture. In the event Licensed Products are not manufactured and packaged in accordance with such quality standards formulas, specifications and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specificationssamples, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor Nestle shall have the right to inspectterminate this agreement pursuant to Section 4.3. Additionally, upon reasonable notice Nestle shall have the right to require immediate corrective action and at all reasonable timesshall have the right to place on hold any Licensed Products not meeting such formulas, specifications and/or samples. In the business facilities and records of Licensee and, upon reasonable request, event DCC desires to obtain written materials of Licensee at make any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining changes to the formulas or specifications for Licensed Marks Products, DCC shall provide Nestle with revised formulas, product and quality specifications and samples for Nestle's approval prior to the Licensed Services. Licensee will immediately modify or discontinue any use manufacture of the revised Licensed Marks that Licensor deems Products. Nestle shall respond to such revisions as soon as reasonably possible. DCC agrees not to be in compliance with its quality standardsmanufacture revised Licensed Products without Nestle's prior consent. Section 4.04 Upon request by Licensor, Licensee shall 7.4 DCC agrees to provide Licensor Nestle with representative samples of all promotional materialsLicensed Products upon request from Nestle. DCC further agrees to make any reasonable changes requested by Nestle which Nestle deems necessary to maintain the quality of Licensed Products. 7.5 DCC shall allow Nestle to inspect a copy of all quality control manuals and records which relate to the manufacture, packagingpackaging or storage of Licensed Products. DCC agrees to manufacture, labels, advertisements or any other materials that include any of package and stock Licensed Products in strict accordance with such manuals. 7.6 DCC agrees to provide for the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensoropportunity and allow Nestle's quality standardscontrol personnel to be present at its own expense at all production runs of Licensed Products. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks and the benefits thereof under applicable trademark laws from time to time.

Quality Control. Section 4.01 At all times, 4.1 Licensee agrees to shall conduct the Business and use the Licensed Marks in a manner consistent with the Territory only in accordance with such quality standards highest standards, quality, style and specifications as may be established by Licensor and communicated to image. Licensee from time to time. All shall use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform only pursuant to the quality standards license granted hereby and specifications, as may be established only in a manner which will ensure no loss by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included any rights in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance any of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspectexercise reasonable quality control over the services provided by the Business, upon any advertising/promotional materials, signage, stationery, business cards, or other articles bearing the Licensed Marks and Licensee’s use of the Licensed Marks to that degree necessary, in the reasonable notice and at all reasonable times, the business facilities and records opinion of Licensee and, upon reasonable requestLicensor, to obtain written materials maintain the validity and enforceability of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to protect the goodwill associated therewith. Licensee’s right to use the Licensed ServicesMarks is limited to such uses as are expressly authorized hereunder, and any unauthorized use thereof shall constitute an infringement of Licensor’s rights. Licensee will immediately modify acknowledges and agrees that Licensor’s approval of or discontinue consent to any specific use of any Licensed Xxxx does not constitute approval of or consent to any other use. 4.2 Licensor’s representatives shall have the right to inspect all facilities utilized by Licensee in connection with Licensee’s use of the Licensed Marks that Licensor deems not to be and in compliance connection with its quality standardsthe Business at any time during normal business hours, on reasonable prior notice. Section 4.04 Upon request by Licensor, Licensee shall provide 4.3 If Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials finds that include any use of the Licensed Marks so that Licensor may ensure that said materials are by Licensee, in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that ’s reasonable opinion, materially threatens the goodwill of the Licensed Marks, Licensee, shall, upon notice from Licensor, immediately, and no later than ten (10) days after receipt of notice from Licensor, take all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise measures reasonably necessary to allow adequate protection of correct the Licensed Marks and deviations or misrepresentation in, or misuse of, the benefits thereof under applicable trademark laws from time to timerespective items. If Licensee does not correct the deviations or misrepresentation in, or misuse of, the respective items within this ten (10) day period, Licensor may immediately terminate this Agreement without further notice or cause.

Quality Control. a. Licensee acknowledges that the goal of the Xxxxx Xxxxxxxx Brand is to create a standard of goodwill synonymous with quality, as recognized by the relevant consuming public. During the Term, Licensee will use standards of quality in any and all products sold in connection with which the Xxxxx Xxxxxxxx Brand is used, consistent with commercially reasonable business practices, and hereby grants to the Licensor and its employees and agents the right (with no obligation of any kind upon the Licensor to do so) to visit Licensee’s affiliates, franchises or management locations and to inspect the use of the Xxxxx Xxxxxxxx Brand and quality control records relating thereto, and Licensee’s compliance with its obligations under the Purchase Agreement and the other Ancillary Agreements, at reasonable times during regular business hours to ensure Licensee’s compliance with this Section 4.01 At all times8 and Licensee’s compliance with its obligations under the Purchase Agreement and the other Ancillary Agreements. Licensor shall provide Licensee with reasonable prior notice of any such inspection. Upon the occurrence and during the continuance of any failure by Licensee to perform, improper performance, warranty or other breach, default or violation under this Agreement, Licensee agrees to use that Licensor, or a conservator appointed by the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specificationsLicensor, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspectestablish such additional product quality controls as the Licensor, upon or said conservator, in its reasonable notice and at all reasonable timesjudgment, the business facilities and records of Licensee and, upon reasonable request, may deem necessary to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use ensure maintenance of the Licensed Marks that Licensor deems not to be in compliance with its quality standardsof products sold by Licensee under the Xxxxx Xxxxxxxx Brand. Section 4.04 Upon request by Licensorb. The Licensed Products shall be manufactured, Licensee shall provide Licensor with representative samples of all promotional materialslabeled, packagingpackaged, labelsadvertised, advertisements or any other materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted promoted, distributed and sold in accordance with this License Agreement all applicable governmental, regulatory, professional and industry-wide codes, statutes, rules and regulations in the jurisdiction(s) where the Licensed Products are manufactured and sold. c. Licensee shall be operate in conformance compliance with all applicable laws, rules rules, regulations and regulations. Licensee shall affix to all materials that bear a Licensed Xxxxlegal requirements governing working conditions, including, but not limited towithout limitation, all stationerythose related to child labor, labelsforced or compulsory labor, packagingharassment and abuse, advertising freedom of association and promotional materialscollective bargaining, manualsnon-discrimination, invoices wages and all other printed materialsbenefits, (a) notices in compliance with applicable trademark laws hours and (b) such legend as Licensor may reasonably designate by written notice overtime, and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks health and the benefits thereof under applicable trademark laws from time to timesafety.

Quality Control. Section 4.01 At 10.1 The Licensee warrants that all timesitems manufactured, Licensee agrees to use advertised, and sold under the Licensed Marks terms of this Agreement shall conform in all material respects with the Territory only digital Samples provided in accordance with such quality standards Clause 9 above and specifications as may be established approved by Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed ServicesLicensor. Section 4.03 Licensor has the sole and exclusive right 10.2 The Licensee shall provide digital samples of any amended, altered or new items to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspect, upon reasonable notice and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee at any time be introduced during the term of this Agreement so prior to the release thereof for approval in accordance with Clause 9 above. 10.3 Not later than the first day of the launch of CODA Merchandise, the Licensee shall deliver to Licensor free of charge one (1) of each article of CODA Merchandise which shall not be for the purpose of resale and which shall be royalty free. 10.4 The Licensor shall be entitled, subject to reasonable notice, (but not more frequently than once every six months) to inspect the Licensee's current stock of the CODA Merchandise. 10.5 The Licensee shall put in place commercially reasonable and customary quality control procedures relating to the licensed items and ensure their implementation by skilled personnel. 10.6 The Licensee shall notify the Licensor of all complaints received by the Licensee as to the quality of any licensed items. 10.7 The Licensee acknowledges that neither the Licensor may nor the Licensee are competent to determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any of the Licensed Marks so licensed items are safe for sale or dissemination to the public and that any examination or checks made by the Licensor may are principally to ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection of the Licensed Marks COLLECTION and BRAND and any approval given by the benefits thereof Licensor shall in no way detract from the Licensee's duties in or obligations under applicable trademark laws from time to timethis Agreement.

Quality Control. Section 4.01 At all timesLicensee shall cause the Licensed Products to meet and conform to high standards of style, quality and appearance. In order to assure Licensor that it is meeting such standards and other provisions of this Agreement, Licensee agrees shall comply with the following: (a) Pre-Productions: Before commercial production and distribution of any product bearing any reference to use the Licensed Marks in the Territory only in accordance with such quality standards and specifications as may be established by Property or Trademarks, Licensee shall submit to Licensor and communicated to Licensee from time to time. All use of the Licensed Marks made by Licensee hereunder shall faithfully reproduce the design and appearance of the Licensed Marks as reflected on Appendix A. Section 4.02 Licensee agrees that the nature and quality of all Licensed Services shall conform to the quality standards and specifications, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance of the Licensed Marks, including the quality of the xxxx in the Licensed Marks. Licensor shall have the right to inspectinspect and approve, upon reasonable notice all preliminary and at proposed final artwork, prototypes, mock-ups, design concepts, pre-production and first-run production samples of each Licensed Product, including all reasonable timesstyles, the business facilities colors and records of Licensee andvariations, upon reasonable request, to obtain written materials of Licensee at any time during the term of this Agreement so that Licensor may determine whether Licensee is appropriately maintaining Licensor's quality standards pertaining to the Licensed Marks and to the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be in compliance together with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other tags, cartons and containers and including Packaging and wrapping materials that include any of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's quality standards. Section 4.05 Licensee agrees that and all activities conducted in accordance with this License Agreement shall be in conformance with all applicable laws, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials. All Licensee's submissions under this Section 7 shall be accompanied by forms supplied by Licensor, manualsusing one (1) form for each submission and filling in all necessary information. Licensor must approve in writing all submissions, invoices in its sole discretion, before Licensee shall be entitled to distribute, advertise, use, produce commercial quantities of or sell any item relating to any such submission. Licensor shall approve or disapprove any submitted item within five (5) business days after receipt by Licensor. If Licensor has not notified Licensee of its approval or disapproval within such five (5) business day period, the item shall be deemed disapproved by Licensor. In such event, however, following such five (5) business day period, Licensee shall be entitled to provide to Licensor a written reminder as to the Licensor's failure to approve or disapprove such submitted item and all other printed materialsin the event that Licensor fails to notify Licensee of its approval or disapproval of the submission referred to in such reminder within three (3) business days of its receipt thereof, (a) notices then such submission shall be deemed to be approved. Approval of an item or Licensed Product which uses particular artwork does not imply approval of such artwork with a different item or Licensed Product or of such item or Licensed Product with different artwork. Licensee acknowledges that Licensor's approval of an item or Licensed Product does not imply approval of, or license to use, any non-Licensor controlled elements contained in compliance with applicable trademark laws any item or Licensed Product. After a sample of an item has been approved, Licensee shall not make any changes without resubmitting the modified item for Licensor's written approval. All decisions by Licensor relating to disapproval of any Licensed Product shall be made in its sole discretion, and (b) such legend as shall be final and binding on Licensee and shall not be subject to review in any proceeding. Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary to allow adequate protection shall have the approval rights over the selection of the head designer of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timeProducts, which approval may be withheld in its sole discretion.

Quality Control. Section 4.01 At 4.1 The quality of all timesLicensed Products produced by Licensee pursuant to this Agreement shall be of a high standard with respect to material and workmanship consistent with the American reputation of Equilink and with products comparable to the Licensed Products. Licensee recognizes that Equilink has a reputation for the highest quality and that Licensee must, therefore, maintain such quality in all Licensed Products. Licensee agrees to use maintain the quality of goods sold by it under the trademark MacGregor at least commensurate with the then current average of such goods in the discount marketplace under such trade styles as Wilson, Franklin, Everlast, Spalding or Pro Spirit. 4.2 Licensee agrees that the Licensed Marks Products sold or distributed by it in association with the Territory only in accordance with Trademarks shall be of high standard and of such style, appearance and quality standards as to be adequate and specifications as may be established by Licensor suited to their exploitation to the best advantage and communicated to Licensee from time to time. All use the protection and enhancement of the Licensed Marks made by Trademarks and the goodwill pertaining thereto. Licensee hereunder shall faithfully reproduce the design and appearance of also agrees that the Licensed Marks as reflected on Appendix A.Products shall meet or exceed any and all government standards, regulations, guidelines, rules, laws or the like regarding such Licensed Products. Section 4.02 Licensee agrees 4.3 To assure that the nature and quality of all Licensed Services shall conform to the quality standards and specificationsProducts are satisfactory, as may be established by Licensor and communicated to Licensee from time to time and shall not deviate materially from the current quality of services and products included in the Licensed Services. Section 4.03 Licensor has the sole and exclusive right to control the appearance shall, before selling or distributing any of the Licensed MarksProducts, including furnish to Equilink, free of cost, for Equilink's written approval, a reasonable number (not more than twelve) of samples of each Licensed Product together with their cartons, containers, packaging, hang tags, wrapping, catalogs, brochures and advertising (collectively, "Related Material"). The quality and style of such Licensed Products and Related Material shall be subject to Equilink's prior approval. In the quality exercise of its sole judgment in good faith, Equilink may disapprove of any item submitted for approval and will provide the reasons for disapproval in reasonable detail. Equilink will use good faith efforts to promptly respond to requests for approval. Failure by Equilink to give approval within twenty (20) days from the date of submission will be deemed approval. After samples of the xxxx Licensed Products and Related Material have been approved pursuant to this Agreement, Licensee shall not depart therefrom in the Licensed Marksany material respect without Equilink's prior approval. Licensor Equilink shall have the right to inspect, upon reasonable notice withdraw its approval of approved samples of Licensed Products and at all reasonable times, the business facilities and records of Licensee and, upon reasonable request, to obtain written materials of Licensee Related Materials at any time during if it is able to demonstrate that the term quality of such Licensed Products and/or Related Materials has become unacceptable and deviate from the samples originally approved. Otherwise, Equilink will not withdraw its approval of any Licensed Product or Related Material 4.4 After Licensee has commenced selling the Licensed Products, or at least once each year of this Agreement so that Licensor may determine whether Agreement, upon Equilink's written request, Licensee is appropriately maintaining Licensor's quality standards pertaining shall furnish without cost to Equilink not more than ten (10) additional random samples of each Licensed Product being sold by Licensee hereunder, together with any cartons, containers and packaging or wrapping material used in connection therewith. 4.5 If at any time the Licensed Marks and Products do not meet the quality level of the samples approved by Equilink, Equilink shall have the right to require Licensee to discontinue the Licensed Services. Licensee will immediately modify or discontinue any use of the Licensed Marks that Licensor deems not to be Trademarks in compliance connection with its quality standards. Section 4.04 Upon request by Licensor, Licensee shall provide Licensor with representative samples of all promotional materials, packaging, labels, advertisements or any other materials that include any the sale of the Licensed Marks so that Licensor may ensure that said materials are in conformance with Licensor's Products unless modifications sufficient to meet the quality standards. Section 4.05 Licensee agrees that all activities conducted in accordance with this License Agreement shall be in conformance with all applicable lawslevel of the samples approved by Equilink, rules and regulations. Licensee shall affix to all materials that bear a Licensed Xxxx, including, but not limited to, all stationery, labels, packaging, advertising and promotional materials, manuals, invoices and all other printed materials, (a) notices in compliance with applicable trademark laws and (b) such legend as Licensor may reasonably designate by written notice and is required or otherwise reasonably necessary satisfactory to allow adequate protection Equilink are made within thirty (30) days from notice of the Licensed Marks and the benefits thereof under applicable trademark laws from time to timedisapproval.