Common use of Licenses; Intellectual Property Clause in Contracts

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

Licenses; Intellectual Property. Parent The Borrower and each of its Subsidiaries owns or is the licensee of all material patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, governmental or otherwise that are individually or in the aggregate material to the businessotherwise, and all other material rights, priorities or privileges relating to Intellectual Property necessary for the conduct of their respective businesses as presently conducted or as presently proposed to be conducted, without any known material conflict with the rights of any other Person. No settlement agreements, consents, licenses, judgments, orders, forbearance to xxx or similar obligations limit or restrict Parentthe Borrower’s or any of its Subsidiaries’ rights in and to such patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, or such other rights, priorities or privileges relating to Intellectual Property except those that do not relate to such patentsowned by the Borrower and each of its Subsidiaries. Except as set forth on Schedule 5.10, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations that individually or in the aggregate are material to the business of Parent and its Subsidiaries or involve material amounts of money. No no claim or proceeding, or to the knowledge of the Borrower, threat of claim or proceeding, has been asserted by any Person against Parent the Borrower or any of its Subsidiaries Subsidiaries, relating to the use, right to use or ownership of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses, or challenging or questioning the validity or effectiveness of any Intellectual Property used or presently proposed to be used in the conduct of their respective businesses. Parent The Borrower and its Subsidiaries have taken all commercially reasonable steps to maintain the confidentiality of their material trade secrets and, to Parent’s and the Borrower’s knowledge, there has been no misappropriation of any of such trade secrets by any Person. Schedule 5.10 attached hereto correctly lists, as of the Closing Date, all patents, trademarks registered trademarks, registered service marks, domain names, registered copyrights, franchises and copyrights licenses, including all material governmental licenses, of the Borrower or any Guarantor registered at and each Subsidiary Guarantor, in each case arising under the laws of the United States Patent and Trademark Office, the United States Copyright Office or any other recording office in the United States for the recording of Intellectual Property (other than inactive or immaterial Intellectual Property) and .other material domestic Intellectual Propertypolitical subdivision thereof. All material copyrights copyrights, if any, are registered with the United States U.S. Copyright Office. Any applied for or registered patent, trademark, service xxxx, trade dress, domain name or copyright, owned by the Loan Parties has been duly maintained and has not been cancelled, allowed to expire, surrendered, or abandoned, except to the extent the applicable Loan Party has decided to cancel, allow to expire, surrender or abandon any such Intellectual Property in its reasonable business judgment. All registered trademarks, service marks, trade dress, domain names and copyrights and all issued patents listed on Schedule 5.10 are subsisting and in full force and effect, except to the extent the applicable Loan Party has decided to cancel, allow to expire, surrender or abandon any such Intellectual Property in its reasonable business judgment. The Borrower and each Subsidiary Guarantor have in place systems that are at least consistent with industry standards to protect their rights in the Intellectual Property used in their businesses.

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

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

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

Licenses; Intellectual Property. Parent The Borrower and each of its Subsidiaries owns or is the licensee of all patentsmaterial Intellectual Property and all material licenses, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses permits and authorizations, governmental or otherwise that are individually or in the aggregate material to the businessotherwise, and all other material rights, priorities or privileges relating to Intellectual Property (collectively, “IP and Licenses”) necessary for the conduct of their respective businesses as presently conducted or as presently proposed to be conducted. All material Intellectual Property of the Borrower and its Subsidiaries is owned and/or used, as applicable, without any known material conflict with the rights of any other Person. Each material Governmental License necessary for the business of the Borrower or any Subsidiary is in full force and effect and is not subject to any challenge or revocation proceeding by the issuing Governmental Authority and, to the Borrower’s knowledge, there is no basis for any Governmental Authority to revoke the same. The Borrower and its Subsidiaries are operating their business in compliance in all material respects with the applicable requirements of Governmental Authorities having jurisdiction over them. No settlement agreements, consents, licenses, judgments, orders, forbearance to xxx or similar obligations limit or restrict Parentin any material respect the Borrower’s or any of its Subsidiaries’ rights in and to such patentsIP and Licenses, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations, or such other rights, priorities or privileges relating to Intellectual Property except those that do not relate to such patents, trademarks, service marks, trade names, trade dress, trade secrets, domain names, copyrights, franchises, licenses and authorizations that individually or in the aggregate are material to the business of Parent and its Subsidiaries or involve material amounts of moneytaken as a whole. No written claim or proceeding, or to the knowledge of the Borrower, threat of claim or proceeding, has been asserted by any Person against Parent the Borrower or any of its Subsidiaries relating to the use, right to use or ownership of any Intellectual Property used or presently proposed to be used in the conduct of their respective businessesGovernmental Licenses, or challenging or questioning the validity or effectiveness of any Intellectual Property used or presently proposed to be used Governmental Licenses except in the conduct case of their respective businesses. Parent Intellectual Property, except where such claim or proceeding could not reasonably be expected to materially adversely affect the Intellectual Property of the Borrower and its Subsidiaries have Subsidiaries, taken all commercially reasonable steps as a whole and except, in the case of Governmental Licenses, where such claim or proceeding could not reasonably be expected to maintain adversely impact the confidentiality of their material trade secrets and, to Parent’s and the Borrower’s knowledge, there has been no misappropriation value of any Material Real Property or materially impair the ongoing business operations of such trade secrets by the Borrower or any PersonSubsidiary. Schedule 5.10 4.9 attached hereto correctly lists, as of the Closing Date, all patents, trademarks material IP and copyrights Licenses of the Borrower or any Guarantor registered at and its Subsidiaries, including, without limitation, all material Governmental Licenses and similar rights, of the United States Patent Borrower and Trademark Office, the United States Copyright Office or any other recording office in the United States for the recording of Intellectual Property (its Subsidiaries to own and operate quarries other than inactive or immaterial Intellectual Property) any such Governmental Licenses that relate solely to the ownership and .other material domestic Intellectual operation of any real property that is not Material Real Property. All material copyrights of the Borrower and its Subsidiaries are registered with the United States Copyright Office. All IP and Licenses listed on Schedule 4.9 are, as of the Closing Date, subsisting and in full force and effect.

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

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