Common use of Trademark License Clause in Contracts

Trademark License. (a) Subject to the terms and conditions herein, during the Term, Licensor hereby grants to Licensee a license to use the Licensed Marks as Trademarks in the Territory in connection with the current and future operation of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoing.

Trademark License. (a) Subject to Upon the terms and subject to the conditions hereinof the Agreement, during each Party (the Term, Licensor “Licensor”) hereby grants to Licensee the other Party (the “Licensee”) a limited, revocable, non-exclusive, non-transferable license and right to use use, reproduce, display, distribute, and transmit the Licensed Marks as Trademarks Licensor’s name, logo, and any other trademarks, trade names, service marks, photographs, graphics, brand imagery, text, and other content, in each case provided by the Territory Licensor, in any and all media formats, whether registered or unregistered (with respect to each Licensor, the “Marks”), in connection with the current use and future operation marketing of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf Services during the Term. Licensee’s use of the Licensor’s Marks may be subject to usage guidelines and quality control standards that Licensor may provide to Licensee may further sublicense from time to time. Upon Licensor’s request, Licensee will provide to Licensor representative samples of Licensee’s use of the above license Marks, and Licensor reserves the right to reject any such use in connection the event that Licensor reasonably believes a deficiency exists in the manner of use of the Marks by Licensee. All goodwill arising out of the use of the Licensor’s Marks will inure to the benefit of the Licensor. Use of a Licensor’s Marks does not create in the Licensee any ownership interest in Licensor’s Marks. Neither Party will register or apply for registration of the other Party’s Marks (or any confusingly similar trademarks, trade names, service marks, logos, or names). Each Party agrees to reasonably cooperate with the foregoingother Party with respect to any infringement action regarding such rights.

Trademark License. (a) Subject to Upon the terms and subject to the conditions hereinof the Agreement, during each Party (the Term, Licensor “Licensor”) hereby grants to Licensee the other Party (the “Licensee”) a limited, revocable, non-exclusive, non-transferable license and right to use use, reproduce, display, distribute, and transmit the Licensed Marks as Trademarks Licensor’s name, logo, and any other trademarks, trade names, service marks, photographs, graphics, brand imagery, text, and other content, in each case provided by the Territory Licensor, in any and all media formats, whether registered or unregistered (with respect to each Licensor, the “Marks”), in connection with the current use and future operation marketing of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf Services during the Term. Licensee’s use of the Licensor’s Marks may be subject to usage guidelines and quality control standards that Licensor may provide to Licensee may further sublicense from time to time. Upon Licensor’s request, Licensee will provide to Licensor representative samples of Licensee’s use of the above license Marks, and Licensor reserves the right to reject any such use in connection the event that Licensor reasonably believes a deficiency exists in the manner of use of the Marks by Licensee. All goodwill arising out of the use of the Licensor’s Marks will inure to the benefit of the Licensor. Use of a Licensor’s Marks does not create in the Licensee any ownership interest in Licensor’s Marks. Neither Party will register or apply for registration of the other Party’s Marks (or any confusingly similar trademarks, trade names, service marks, logos, or names). Each Party will reasonably cooperate with the foregoingother Party with respect to any infringement action regarding such rights.

Trademark License. (a) Subject to to, and conditional upon Licensee’s compliance with, the terms and conditions hereinof this Agreement, during including the Termrights retained by S&W pursuant to Section 2.2 below, Licensor and except as otherwise set forth in this Agreement, S&W hereby grants to Licensee a limited, non-transferable, exclusive right and license to use the Licensed Marks as Trademarks in the Territory and during the Initial Term and any Renewal Term(s) solely in connection with the current manufacture, distribution, marketing, advertising, promotion, merchandising, shipping, and future operation sale of the Licensed Vacation Ownership Business. Such Products within the Channels of Distribution (the “Trademark License”) as further set forth in Schedule A, provided that Licensee’s right and license to use S&W Trademarks relating to the business of the Gemtech brand shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marksnon-exclusive, and S&W reserves the right to use any Licensed Trademarks in connection with Licensed Products in order for S&W and its affiliates to market and sell any products purchased from Licensee may shall not use the term “Hilton” standing alone or, Licensed Trademarks except as permitted expressly stated in this Agreement. Notwithstanding the foregoing, for any items that are normally included in a S&W Bill of Materials, S&W may sell, ship, distribute or use any Licensed Products or similar products to manufacture, or fulfill customer orders for parts for products sold by S&W, or for any customer service purpose other than general retail sales of Licensed Products. Notwithstanding anything in this Agreement to the Licensor Brand Identity Guidelines contrary, S&W may manufacture, directly or through an Affiliate, or purchase from a third party, any variations“Promotional Products” (as herein defined). “Promotional Products” shall mean any products that will be used by S&W or any Affiliate for promotional purposes or giveaway purposes, derivativesand not directly tied to a revenue generating transaction. Licensee’s exclusive rights hereunder and any other restrictions in this Agreement shall not apply to Promotional Products. Notwithstanding anything in this Agreement to the contrary, abbreviations S&W may manufacture, distribute, market, advertise, promote, merchandise, ship, and sell directly or stylizations through an Affiliate, or purchase from a third party, any “Bundled Products” (as herein defined). “Bundled Products” shall mean those products in the product categories identified in Schedule A-1 as Backpacks, Range Bags, Magazine Pouches, Messenger Bags, Molle Bag Holder, Slings, Soft Case—Long Gun and Soft Case—Pistol that will be offered by S&W or any Affiliate as a component part of any firearm package sold as a single unit and tied to a revenue generating transaction, or for any customer service purpose other than general retail sales. For the avoidance of doubt, products in the product categories identified in Schedule A-1 as Backpacks, Range Bags, Magazine Pouches, Messenger Bags, Molle Bag Holder, Slings, Soft Case—Long Gun and Soft Case—Pistol cannot be sold separately (not part of a firearm bundle SKU) by S&W or any Affiliate to any online or physical retailer or on any third-party website. Notwithstanding anything in this Agreement to the contrary, the exclusive rights of the Trademark License as they pertain only to those products in the product category identified in Schedule A-1 as AR Parts Kits shall expire one year after the Amended Effective Date and thereafter S&W grants to Licensee a limited, non-transferable, non-exclusive right and license to use the Licensed Marks, Trademarks as they pertain to those products in each case, without Licensor’s prior written consent, the product category identified in Schedule A-1 as AR Parts Kits in the Territory and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to useremainder of the Initial Term and any Renewal Term(s) the Licensed Marks solely in connection with the manufacture, distribution, marketing, advertising, promotion, merchandising, shipping, and sale of the Licensed Vacation Ownership Business. (b) Without Products within the prior written consent Channels of LicensorDistribution. Except to the extent that Licensee’s rights are non-exclusive, Licensee or that S&W otherwise reserves rights with respect to the Licensed Trademarks under this Agreement, during the term of this Agreement, S&W shall not (i) bid for, purchase, register or use the term “Hilton” or license any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed third party to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks Trademarks for the manufacture or sale of any product in any product category listed in Schedule A-1. All rights not granted to Licensee in this Agreement are reserved by and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoing.S&W.

Trademark License. (a) Subject to the terms and conditions herein, during the Termof this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable (except as permitted under Section 13.1), terminable (but only in accordance with Section 11.3), royalty-free license (without the right to grant sublicenses) to use and reproduce the Licensed Licensor Marks as Trademarks in the Territory solely in connection with the current and future operation of marketing the Licensed Vacation Ownership BusinessSoftware in the Territory. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by agrees to state in appropriate places on all materials using the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of Marks that the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue are trademarks of Licensor that Licensee is not already linking and to include the symbol ™ or framing ® as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby appropriate. Licensor grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property no rights in the Licensed ContentLicensor Marks other than those expressly granted in this Section 2.3. Licensee acknowledges Licensor’s exclusive ownership of the Licensor Marks. Licensee agrees not to take any action inconsistent with such ownership and to cooperate, at Licensor’s request and expense, in each case, any action (including the conduct of legal proceedings) which Licensor deems necessary or desirable to establish or preserve Licensor’s exclusive rights in and to the extent necessary Licensor Marks. Except for any trademarks or trade names currently being used by or are registered to advertise Licensee, Licensee will not adopt, use, or attempt to register any trademarks or trade names that are confusingly similar to the Licensor Marks or in such a way as to create combination marks with the Licensor Marks. Licensee will provide Licensor with samples of all products and promote marketing materials that contain the Licensed Vacation Ownership Business on Licensor Marks prior to their public use, distribution, or display for Licensor’s quality assurance purposes and Licensor shall approve or disapprove of such samples within fifteen (15) business days of Licensee’s behalf during submission. In the Termevent Licensor fails to disapprove of such samples within said time period, such use, distribution, or display of Licensor Marks shall be deemed approved. Licensee may further sublicense agrees to make reasonable efforts to submit such samples as far in advance as possible. At Licensor’s request, Licensee will modify or discontinue any use of the above license in connection Licensor Marks if Licensor determines that such use does not comply with the foregoingLicensor’s then-current trademark usage policies and guidelines.

Trademark License. (a) Subject to the terms and conditions hereinof this Agreement, during Sellers hereby grant to Purchaser a non-exclusive, non-transferable, fully-paid, limited transitional license (without the Termright to sublicense) to use, Licensor hereby grants to Licensee for a license to use period of twenty four (24) months following the Closing Date, Sellers’ Trademarks and/or service marks “Novatel” or “MIFI” (“Licensed Marks as Trademarks in the Territory Marks”) solely (i) in connection with the current sale of inventory on hand and future operation included in the Purchased Assets as of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consentClosing Date, and (ii) to permit Purchaser sufficient time after the above exclusivity means that, during the Term, Licensor will not use (or allow others Closing Date to use) remove the Licensed Marks from the other Purchased Assets. Other than as expressly permitted under this Section 5.16, Purchaser acknowledges and agrees that after the expiration of the term of the transitional license granted hereunder, Purchaser will have no right (express or implied) in connection with or to the Licensed Vacation Ownership BusinessMarks and upon the expiration of the term of such license, shall immediately cease any and all use of the Licensed Marks. Throughout the term of the transitional license granted hereunder, Purchaser shall take commercially reasonable steps necessary to transition to a new trademark and/or service ▇▇▇▇. Without limiting the generality of the foregoing, Purchaser will not adopt, use, or register any Licensed Marks or any other trademarks, service marks, logos, or name that is identical to or confusingly similar with any trademarks of Sellers. It is understood and agreed that Sellers shall retain all right, title and interest in and to Licensed Marks. Nothing contained in this Agreement will give Purchaser any interest in the Licensed Marks. Purchaser agrees that it will not, at any time during or after the term of the transitional license granted hereunder, assert or claim any interest in or do anything which may adversely affect the validity or enforceability of any Licensed Marks. Purchaser shall use its commercially reasonable efforts to cause its use of Licensed Marks not to tarnish, blur, or dilute the quality associated with Licensed Marks or the associated goodwill. Any benefits (including, without limitation, goodwill) accruing from Purchaser’s use of Licensed Marks will automatically vest in Sellers. (b) Without Subject to the prior written consent terms and conditions of Licensorthis Agreement, Licensee shall not Purchaser hereby grants to Sellers a non-exclusive, non-transferable, fully-paid, limited transitional license (without the right to sublicense) to use, for a period of ninety (90) days following the Closing Date, the Purchased Trademarks solely (i) bid forin connection with the sale of inventory on hand not included in the Purchased Assets, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise to permit Sellers sufficient time after the intellectual property rights in Closing Date to remove the Licensed Content, in each case, to Purchased Trademarks from the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoingRetained Assets.

Trademark License. (a) Subject to the terms and conditions hereinInktomi hereby grants Powerize a nontransferable, nonexclusive license under Inktomi's trademarks during the Term, Licensor Term to display the Inktomi Icon on the Site. CONFIDENTIAL TREATMENT REQUESTED Brackets have been used to identify information which has been omitted from this exhibit pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission. Powerize hereby grants to Licensee Inktomi a nontransferable, nonexclusive license to use the Licensed Marks as Trademarks in the Territory in connection with the current and future operation of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, under Powerize's trademarks during the Term, Licensor will not use (or allow others Term to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor advertise that Licensee Powerize is not already linking to or framing as of using Inktomi's services. Promptly following the Effective Date, regardless each party will provide to the other party its trademark usage guidelines, as such guidelines may be amended from time to time. All uses of whether trademarks as set forth above shall be in accordance with such guidelines. For uses outside of such guidelines, a party will submit all materials of any kind containing the foregoing constitutes trademark other party's nonconforming trademarks to the other party before release to the public for inspection, and such other party will have the right to approve or disapprove such material prior to its distribution. Except as set forth in this Section, nothing in this Agreement shall grant or shall be deemed to grant to one party any right, title or interest in or to the other party's trademarks. All use under applicable Laws. of Powerize trademarks by Inktomi shall inure to the benefit of Powerize, and all use of Inktomi trademarks by Powerize shall inure to the benefit of Inktomi. At no time during or after the term of this Agreement shall one party challenge or assist others to challenge the trademarks of the other party (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, except to the extent necessary such restriction is prohibited by applicable law) or the registration thereof or attempt to advertise and promote register any trademarks, marks or trade names confusingly similar to those of the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoingother party.

Trademark License. TriHealth hereby grants to School a nonexclusive, nontransferable, royalty free license (athe "License") Subject to use the TriHealth trademarks, service marks, name and/or logos included in the Shared Mark (the "TriHealth Marks") for the sole purpose of providing the Sponsorship Rights, and School accepts the License, subject to the terms and conditions hereincontained in this Agreement. School acknowledges the ownership of the TriHealth Marks in TriHealth and agrees that it will do nothing inconsistent with such ownership. School agrees that all use of the TriHealth Marks by the School shall inure to the benefit of and be on behalf of TriHealth and shall be subject to TriHealth's prior approval. School agrees that nothing in this License shall give School any right, during title or interest in the Term, Licensor TriHealth Marks other than the right to use the TriHealth Marks in accordance with the License. Beacon hereby grants to Licensee School a nonexclusive, nontransferable, royalty free license (the "License") to use the Licensed Marks as Trademarks Beacon trademarks, service marks, name and/or logos included in the Territory Shared Mark (the "Beacon Marks") for the sole purpose of providing the Sponsorship Rights, and School accepts the License, subject to the terms and conditions contained in connection this Agreement. School acknowledges the ownership of the Beacon Marks in Beacon and agrees that it will do nothing inconsistent with such ownership. School agrees that all use of the Beacon Marks by the School shall inure to the benefit of and be on behalf of Beacon and shall be subject to Beacon's prior approval. School agrees that nothing in this License shall give School any right, title or interest in the Beacon Marks other than the right to use the Beacon Marks in accordance with the current and future operation License. Upon termination of this Agreement for any reason, the above referenced Licenses shall terminate. School shall in such event cease all use of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarityShared Mark, (i) the above license covers only the exact Licensed Beacon Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted TriHealth Marks immediately unless otherwise agreed in writing by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Businessparties. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoing.

Trademark License. (a) Subject to Licensee must at all times market, promote, and sell the terms Licensed Products under the Trademark and conditions hereinmay not use any other trade, during brand, or product name without the Term, prior written consent of Licensor. Licensor hereby grants to Licensee a worldwide, royalty-free, fully paid up, non-transferable license to use the Licensed Marks as Trademarks in the Territory Trademark in connection with the current marketing and future operation sale of Licensed Products, subject to the following terms and conditions: (a) Except as otherwise agreed to by Licensor in writing, all use of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Trademark by Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without is subject to Licensor’s prior written consent, and standard trademark usage policy in effect from time to time (ii) the above exclusivity means that, during the Term, provided that Licensor will not use (or allow others delivers a copy of such policy to use) the Licensed Marks in connection with the Licensed Vacation Ownership BusinessLicensee). (b) Without All stylized use of the prior written consent of Trademark shall be solely in the original logotype identified by Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned except as otherwise agreed in writing by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable LawsLicensor. (c) Licensee hereby grants agrees not to Licensor and its Subsidiaries a non-exclusive sublicense during affix the Term Trademark to (i) use products other than the Licensed Marks and Products. Furthermore, Licensee agrees not to attach any additional trademarks, logos, or designations to the Licensed Products without the prior written consent of Licensor (iiwhich consent will not be unreasonably withheld. The “®” icon shall always follow the Trademark. (d) use and exercise Licensee shall not challenge the intellectual property validity of Licensor’s rights in the Licensed Content, in each case, and to the extent necessary to advertise and promote Trademark or the Licensed Vacation Ownership Business on Licensee’s behalf during validity of the TermTrademark or any registration(s) thereof. Licensee agrees that it shall not register or attempt to register the Trademark or any other trademark or trade name of Licensor, or use or register any other trademark or trade name which may further sublicense be confusingly similar to the above license Trademark or any other trademark or trade name of Licensor. (e) Licensee shall promptly, upon receipt of 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 from the market any Licensed Product based on alleged injury or death, alleged potential for harm, product defect, alleged contamination, tampering or similar occurrence, actual or alleged violation of law in connection with production, labeling, packaging, storage, shipment, advertising or sale, or for any other reason whatsoever. Licensee shall likewise promptly inform Licensor as to any proposal to remove from the foregoingmarket any such Licensed Product as described above on account of suspected nonconformity with applicable product quality or safety standards, improper labeling, possibility of consumer harm, and/or violation of any law or regulation. Licensee shall not issue any public statement stating or implying that Licensor has any responsibility for the manufacture, packaging, labeling, shipping, advertising or any other activity related to the sale of Licensed Products, without first reviewing the same with and seeking the input on the same from Licensor.

Trademark License. Licensee may market, promote, and sell the Licensed Products under the Trademark only with the prior written approval of Licensor, which approval will not be unreasonably withheld. It shall not be considered unreasonable for Licensor to withhold such approval for, among other reasons, product quality concerns or because the use of the Trademark may be inconsistent with the Licensor’s branding and product strategy. In the event of a Licensed Product that is not made with Liquidmetal Alloy, then Licensor may withhold such approval for any reason whatsoever. With respect to any Licensed Product as to which Licensee desires to market, promote, and/or sell under the Trademark (a) a “Trademarked Product”), Licensee shall first deliver samples of the proposed Trademarked Product to Licensor and shall provide Licensor with all packaging, copy, and other materials or products on which the Trademark will appear in substantially the manner in which Licensee desires the Trademark to be used and appear (the “Proposed Usage”). Licensor will use reasonably commercial efforts to promptly approve or disapprove the Proposed Usage. Subject to the terms and conditions herein, during the Termsuch approval, Licensor hereby grants to Licensee a worldwide, royalty-free, fully paid up, non-transferable license to use the Licensed Marks as Trademarks in the Territory Trademark in connection with the current marketing and future operation sale of Licensed Products in accordance with any Proposed Usage approved by Licensor in writing, subject to the following terms and conditions: (a) Except as otherwise agreed to by Licensor in writing, all use of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Trademark by Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without is subject to Licensor’s prior written consent, and standard trademark usage policy in effect from time to time (ii) the above exclusivity means that, during the Term, provided that Licensor will not use (or allow others delivers a copy of such policy to use) the Licensed Marks in connection with the Licensed Vacation Ownership BusinessLicensee). (b) Without All stylized use of the prior written consent of Trademark shall be solely in the original logotype identified by Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned except as otherwise agreed in writing by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable LawsLicensor. (c) Licensee hereby grants agrees not to Licensor and its Subsidiaries a non-exclusive sublicense during affix the Term Trademark to (i) use products other than the Licensed Marks and Products. Furthermore, Licensee agrees not to attach any additional trademarks, logos, or designations to the Licensed Products without the prior written consent of Licensor (iiwhich consent will not be unreasonably withheld. The “®” icon shall always follow the Trademark. (d) use and exercise Licensee shall not challenge the intellectual property validity of Licensor’s rights in the Licensed Content, in each case, and to the extent necessary to advertise and promote Trademark or the Licensed Vacation Ownership Business on Licensee’s behalf during validity of the TermTrademark or any registration(s) thereof. Licensee agrees that it shall not register or attempt to register the Trademark or any other trademark or trade name of Licensor, or use or register any other trademark or trade name which may further sublicense be confusingly similar to the above license Trademark or any other trademark or trade name of Licensor. (e) Licensee shall promptly, upon receipt of 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 from the market any Licensed Product based on alleged injury or death, alleged potential for harm, product defect, alleged contamination, tampering or similar occurrence, actual or alleged violation of law in connection with production, labeling, packaging, storage, shipment, advertising or sale, or for any other reason whatsoever. Licensee shall likewise promptly inform Licensor as to any proposal to remove from the foregoingmarket any such Licensed Product as described above on account of suspected nonconformity with applicable product quality or safety standards, improper labeling, possibility of consumer harm, and/or violation of any law or regulation. Licensee shall not issue any public statement stating or implying that Licensor has any responsibility for the manufacture, packaging, labeling, shipping, advertising or any other activity related to the sale of Licensed Products, without first reviewing the same with and seeking the input on the same from Licensor. (f) Licensee shall not vary the Proposed Usage which is approved in writing by Licensor, unless the variation of the Proposed Usage is approved in advance by Licensor in writing, in which case the term “Proposed Usage” will refer to the Proposed Usage as varied by the approved variation. (g) Upon written notice to the Licensee, Licensor shall have the right to revoke any prior approval of a Proposed Usage with respect to any Licensed Product as to which there has been a breach of Section 2.10 below.

Trademark License. (a) Subject to the terms and conditions hereinof this Agreement, during the Term, Licensor Cementos Argos (on behalf of itself and its Subsidiaries) hereby grants to Licensee Summit Materials and its Subsidiaries an exclusive (even as to Cementos Argos and its Subsidiaries), irrevocable, transferable (solely as set forth in ‎Section 10.1), sublicensable (solely as set forth in Section 3.2), royalty-free license for a license period beginning on the Effective Date and ending on the fifth (5th) anniversary of the Effective Date (the “Trademark Term”) to use and display (in each case, (a) directly or indirectly and (b) alone or in combination with any other words or phrases) the Licensed Marks as Trademarks (i) in corporate names, fictitious names, d/b/a’s or other legal identifiers of Summit Materials or any of its Subsidiaries domiciled within the Territory and (ii) in the Licensed Field and in the Territory (the “Trademark License”). Notwithstanding the foregoing, at least sixty (60) days prior to the expiration of the Trademark Term (if the Trademark License has not been earlier terminated hereunder), Summit Materials may request in writing an extension of the Trademark License, and, upon receipt of such request, Cementos Argos will negotiate in good faith for a sixty (60)-day period with Summit Materials terms and conditions to extend the Trademark License on a royalty-bearing basis; but, for clarity, the foregoing shall not in any way be interpreted to require or obligate Cementos Argos to agree to any extension of the Trademark License. For the avoidance of doubt, the exclusivity or Territory limitation (as applicable) of the Trademark License shall not restrict either Party (A) from using or displaying the Licensed Trademarks in connection with advertising, marketing and promotional materials (including digital materials, applicable industry publications and broadcast advertising) that may be accessible to persons (1) as to such uses or displays by Cementos Argos and its Subsidiaries, in the current Territory, or (2) as to such uses or displays by Summit Materials and future operation its Subsidiaries, outside of the Licensed Vacation Ownership Business. Such license shall be exclusive for Territory; provided, that any such use or display is not primarily directed to such persons, or (B) from manufacturing (or having manufactured) any products, as to Cementos Argos and its Subsidiaries, in the Term. For clarityTerritory, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by to Summit Materials and its Subsidiaries, outside the Licensor Brand Identity Guidelines any variationsTerritory, derivativesor from distributing (or having distributed) products through, abbreviations or stylizations of as to Cementos Argos and its Subsidiaries, the Licensed MarksTerritory, or, as to Summit Materials and its Subsidiaries, outside the Territory, in each case, without Licensor’s prior written consentfor sale, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others as to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor Cementos Argos and its Subsidiaries a non-exclusive sublicense during Subsidiaries, outside the Term Territory, or, as to (i) use the Licensed Marks Summit Materials and (ii) use and exercise the intellectual property rights its Subsidiaries, in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoingTerritory.

Trademark License. Each party ("Licensor") grants to the other party ("License") the right to use the trademarks, marks, and trade names that Licensor may adopt from time to time ("Licensor's Trademarks"), solely to exercise Licensee's rights or perform Licensee's obligations under this Agreement. All representations of Licensor's Trademarks that Licensee intends to use shall first be submitted to Licensor for approval (which shall not be unreasonably withheld) of design, color and other details or shall be exact copies of those used by Licensor. In addition, Licensee shall fully comply with all reasonable guidelines, if any, communicated by Licensor to Licensee concerning the use of Licensor's Trademarks. Nothing contained in this Agreement shall grant or shall be deemed to grant to Licensee any right, title or interest in or to Licensor's Trademarks. (a) Subject At no time during or after the term of this Agreement shall either party challenge or assist others to challenge Licensor's Trademarks (except to the terms and conditions hereinextent such restriction is expressly prohibited by applicable law) or the registration thereof or attempt to register any trademarks, during marks or trade names confusingly similar to those of the Termother party. If Licensee, Licensor hereby grants to Licensee a license to use the Licensed Marks as Trademarks in the Territory course of exercising its rights hereunder, acquires any goodwill or reputation in connection with any of Licensor's Trademarks, all such goodwill or reputation shall automatically vest in Licensor, when and as, on an on-going basis, such acquisition of goodwill or reputation occurs, as well as at the current and future operation expiration or termination of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For claritythis Agreement, (i) the above license covers only the exact Licensed Markswithout any separate payment or other consideration of any kind to Licensee, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others agrees to use) the Licensed Marks in connection with the Licensed Vacation Ownership Businesstake all such actions necessary to effect such vesting. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to To the extent necessary to advertise properly protect Licensor's rights, Licensor and promote Licensee shall enter into registered user agreement with respect to Licensor's Trademarks pursuant to applicable trademark law requirements in countries outside the Licensed Vacation Ownership Business on Licensee’s behalf during the TermUnited States. Licensee may further sublicense shall be responsible for proper filing of the above license in connection registered user agreement with the foregoingappropriate government authorities and shall pay all costs or fees associated with such filing.

Trademark License. (a) As between Licensor and Licensee, Licensee acknowledges that WonderWings is and shall remain the sole owner of all trademarks related to the Property, and that Licensor is and shall remain the owner of all copyrights, and other rights associated with the Property, and in all artwork, packaging, copy, literary text, advertising and promotional material of any sort which utilize the Property, including all such materials, creations and/or modifications to the Property developed by Licensee, (collectively, the "Copyrighted Materials") and the goodwill pertaining to all of the foregoing. Licensee shall not at any time register or apply to register for Licensee's benefit any trademarks, logos, marks, or names which are identical or confusingly similar to the Property. (b) Subject to the terms and conditions hereinof this Agreement, during Licensee is hereby granted the Term, Licensor hereby grants to Licensee a non-exclusive right and license in the Territory to use the trademarks and servicemarks depicted on the attached Schedule "B" and Schedule "C" including PorchLight's, JJPP's and WonderWings' logos as set forth therein during the Licensed Marks as Trademarks in the Territory Period, however, such trademarks, servicemarks and logos may be used by Licensee only in connection with the current manufacture, marketing, sale and future operation distribution of the Licensed Vacation Ownership BusinessProducts and Collateral Materials, subject to Agent's written approval of all such materials. Such license shall be exclusive for Licensee agrees not to associate any other characters or properties of any other entity, including Licensee, with the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations Property or stylizations of its trademarks either on the Licensed MarksProducts or in their packaging, in each caseadvertising, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (promotional or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile display materials or other media Collateral Materials so as to promote such other characters or (ii) link properties or to create the impression that any trademark or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed ContentProperty are related to any such rights of such other entity. However, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense use its own trademarks and other identifying materials in such manner as to identify Licensee as the above license actual source of the manufactured products subject always to Agent's approval as provided hereinabove in connection with the foregoingParagraph 8.

Trademark License. (a) Subject to the terms and conditions herein, during the Term, Licensor Manager hereby grants to Licensee Tenant a non-exclusive right and license (“Trademark License”) to use “MSM” solely as part of the Licensed Marks as Trademarks name of the Facility (which, for the purposes of clarity, allows Tenant to, without limitation, use “MSM” and the name of Manager in any advertisements, promotional material, announcements, filings/disclosures made pursuant to Legal Requirements and related to the Territory Facility). Tenant shall not be permitted to use “MSM” in connection with the current and future identification or operation of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarityany other business or property, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone oror at any other location, except as permitted by may otherwise be provide in other agreements between the Licensor Brand Identity Guidelines any variationsparties. Tenant acknowledges and agrees that Manager (or one of its Affiliates) is the owner of all right, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consenttitle, and (ii) interest in and to “MSM” and the above exclusivity means thatgoodwill associated with and symbolized by that ▇▇▇▇. Tenant’s use of “MSM” pursuant to this Trademark License shall not give Tenant any ownership, during the Termapart from this Trademark License, Licensor will to “MSM,” and that all goodwill arising from Tenant’s use of “MSM” shall inure solely to Manager’s benefit. Tenant shall not use (except as otherwise permitted in this Agreement) or allow others attempt to use) register any trademark, service ▇▇▇▇, trade name, domain name, or other ▇▇▇▇ or name that is the Licensed Marks in connection with same, contains, or is otherwise confusingly similar to the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee MSM ▇▇▇▇. The MSM ▇▇▇▇ shall not (i) bid forbe combined with, purchaseassociated with, register or use the term “Hilton” or used in conjunction with any other Trademark trademark, service ▇▇▇▇, corporate name, or trade name except as expressly approved by Manager. Tenant shall promptly notify Manager if a lawsuit, claim, or threat of a lawsuit or claim is alleged that use of the MSM ▇▇▇▇ infringes upon a trademark, service ▇▇▇▇, or trade name owned by Licensor or a third-party. Manager will, at its Subsidiaries as or as part sole discretion, decide on an appropriate response. Tenant shall provide reasonable cooperation to Manager in the defense. Tenant shall also promptly notify Manager of any key word, ad word, metatag infringement or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as potential infringement of the Effective DateMSM ▇▇▇▇ by third-parties which come to Tenant’s attention. Manager will, regardless at its sole discretion, decide whether and how to proceed. Tenant shall provide reasonable cooperation to Manager as necessary. This Trademark License shall immediately terminate upon termination or expiration of whether the foregoing constitutes trademark use under applicable Lawsthis Agreement. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoing.

Trademark License. (a) Subject to the terms and conditions hereinof this Section 6.11, during Hertz grants the TermQI a non-exclusive, Licensor hereby grants to Licensee a royalty-free license to use the service ▇▇▇▇ “Hertz”, as evidenced by Certificate of Registration No. (the “Licensed Marks Trademark”) with respect only to the QI’s service as Trademarks Qualified Intermediary pursuant to this Agreement (the “Licensed Services”), and in connection therewith, in the Territory in connection with the current QI’s trade name and future operation of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Businesscompany name. (b) Without the prior written consent of LicensorThe QI agrees to provide, Licensee shall not (i) bid forat Hertz’s request, purchase, register or specimens showing use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless Licensed Trademark with respect to the Licensed Services for Hertz’s inspection and approval and as needed by Hertz to file in the United States Patent and Trademark office evidencing use of whether the foregoing constitutes trademark use under applicable LawsLicensed Trademark in commerce by the QI. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use The QI acknowledges that Hertz owns the Licensed Marks Trademark, and (ii) use and exercise that it has no rights with respect thereto other than the intellectual property licenses set forth in this Section 6.11. Any rights in the Licensed ContentTrademark arising from the use of the Licensed Trademark by the QI shall inure and accrue exclusively to Hertz. (d) The QI shall only use the Licensed Trademark in a manner previously approved by Hertz. (e) The QI agrees to provide the Licensed Services in accordance with standards of quality approved by Hertz. Hertz’s designee shall have the right, in each caseat all reasonable times, during normal business hours, to enter the extent necessary QI’s premises to advertise and promote inspect any documents or records relating to the Licensed Vacation Ownership Business on Licensee’s behalf during Services, for the Term. Licensee may further sublicense purpose of enabling Hertz to assess whether the above license in connection Licensed Services comply with the foregoingstandards of quality submitted or approved by Hertz. If the Licensed Services supplied by the QI do not conform with the standards of quality approved by Hertz in any respect, Hertz shall so inform the QI in writing of such failure to conform, and the QI shall immediately cease use of the Licensed Trademark. (f) The QI agrees to inform Hertz of the use of any marks similar to the Licensed Trademark and any potential infringements of the Licensed Trademark which come to its attention. (g) In the event the QI is named as defendant in any action based on its use of the Licensed Trademark, the QI agrees to immediately notify Hertz, and Hertz shall have the right to intervene in any such action and to control and direct the defense thereof, including the right to select defense counsel, provided that in the event Hertz chooses to exercise control Hertz agrees to reimburse the QI for the cost of the QI’s defense and to indemnify the QI against all damages arising therefrom, provided that the QI has complied with all its obligations under this Section 6.11 and has cooperated with Hertz in the defense of such action. (h) Upon termination of this Agreement, the QI agrees to discontinue all use of the Licensed Trademark in any manner whatsoever, including use and registration of the Licensed Trademark in the QI’s trade name and company name. Upon termination of this Agreement, all rights granted to the QI under this Section 6.11 shall revert to Hertz.

Trademark License. (a) Subject ARI shall and does grant to the terms Group Companies the right and conditions herein, during the Term, Licensor hereby grants to Licensee a license to use the Licensed Marks as Trademarks trademarks identified in the Territory attached Schedule C (the “Licensed Trademarks”) in connection with the current and future operation of and products associated with operating a railcar leasing business. ARI grants the foregoing license for a period of six (6) months from and after the Initial Closing Date or such longer time period permitted by Section 3.03(b), solely to facilitate the removal of Licensed Vacation Ownership Business. Such license Trademarks from any and all vehicles, facilities, signage, railcars, equipment, stationery, business cards, advertising materials, web content, inventory, packaging, product, service and training literature, credit and collection materials and all other similar materials of the Group Companies; provided, however, that during such six (6) month transition period, subject to Section 3.03(b), the Group Companies shall be exclusive for use commercially reasonable efforts to change the Term. For clarityGroup Companies’ corporate names and to discontinue the use of the name “American Railcar” and the other Licensed Trademarks as soon as practicable. (b) Notwithstanding the foregoing, (i) the above license covers only the exact Licensed Marksif there is an outstanding Group Company Credit Facility currently in place with regards to any particular Group Company, and Licensee may that Group Company shall not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of be required to change its corporate name if it includes the Licensed MarksTrademarks or any other similar term or derivative thereof until such time as such Group Company Credit Facility is refinanced, in each caserepaid, without Licensor’s prior written consentmatured or otherwise terminated, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of Licensor, Licensee ARL shall not (i) bid forbe required to remove the licensed trademarks from any Group Company railcars bearing those marks until such time as a railcar requires cleaning, purchase, register maintenance or use repair work or is otherwise in the term “Hilton” possession or any other Trademark owned by Licensor or its Subsidiaries as or as part control of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable LawsARL. (c) Licensee hereby grants ARL acknowledges that it shall not have and shall not acquire any rights to Licensor or interest in the Licensed Trademarks and its Subsidiaries a non-exclusive sublicense any derivatives thereof, and that all use of the Licensed Trademarks and any derivatives thereof, and any goodwill arising from such use, shall inure solely to the benefit of ARI. Neither during the Term to term of this license, nor after its expiration or termination shall ARL (i) use assert, or permit or assist any third party to assert, any claim to the Licensed Marks and Trademarks or any goodwill relating to them; or (ii) adopt or use and exercise the intellectual property rights in any name or ▇▇▇▇ that is a derivative of the Licensed ContentTrademarks or is substantially similar to or likely to cause confusion with the Licensed Trademarks. (d) ARL shall provide ARI with a written report on a quarterly basis, beginning on the first day of the first fiscal quarter following the Initial Closing and on the first day of each fiscal quarter thereafter, and ending with the fiscal quarter following the Initial Closing during which the Licensed Trademarks cease to be used by any Group Company or to appear on any ARL Railcars, that provides: (i) the name of every Subsidiary that continues to include the Licensed Trademarks or any other similar term or derivative thereof; (ii) the identification number of every railcar from which the Licensed Trademarks or any other similar term or derivative thereof have been removed during the preceding quarter; and (iii) a status update regarding any events that have occurred and any events that are expected to occur within the next thirty (30) days described in Section 3.03(b). ARI shall also have the right to inquire at any reasonable time about, and ARL shall provide, the status of specific events related to Group Company Credit Facilities and railcars in each case, case that continue to the extent necessary to advertise and promote include the Licensed Vacation Ownership Business on Licensee’s behalf during Trademarks or any other similar term or derivative thereof. (e) ARL shall, and shall cause any Group Company to, notify relevant third parties, including Customers and vendors, of the Term. Licensee may further sublicense change of name of any relevant Group Company within thirty (30) days of the above license in connection legal name change of such entity, and shall upon request, provide ARI with the foregoingwritten evidence that it has done so.

Trademark License. (a) Subject Teradici grants Licensee a worldwide, non-exclusive, non-transferable, personal right to use the Trademarks, pursuant to the terms and conditions hereinof this License Agreement, during the Term, Licensor hereby grants to Licensee a license to use the Licensed Marks as Trademarks in the Territory solely in connection with Licensee Product Offerings that Licensee develops using the current SDK as permitted herein. Licensee agrees that it will use the Trademarks along with any other marks, marketing, promotion or other materials regarding such Licensee Product Offerings, for example on Licensee’s website, and future operation in printed and electronic communications to indicate that the Licensee Product Offerings were developed using the Teradici SDK, and that such co-branding will be done in a visible, prominent manner on user-facing screens of the Licensed Vacation Ownership BusinessLicensee Product Offerings and will include the Teradici logo provided in Exhibit A. Licensee’s use of the Trademarks under this License Agreement will comply with the Trademark Usage Guidelines posted by Teradici at ▇▇▇.▇▇▇▇▇▇▇▇.▇▇▇. Such Use of the Trademarks does not give Licensee any right, title or interest in the Trademarks, other than the license shall be exclusive for the Termrights granted herein. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone orassign, except as permitted by the Licensor Brand Identity Guidelines transfer or sublicense any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, trademark right granted herein without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Business. (b) Without the prior written consent of LicensorTeradici. Licensee agrees not to use the Trademarks in any way that will disparage Teradici or its products, injure Teradici's reputation for high quality or otherwise diminish or damage Teradici's goodwill in the Trademarks or infringe Teradici's intellectual property. Licensee acknowledges the validity of the Trademarks and Teradici's sole ownership of the Trademarks, and that Teradici retains all right, title and interest in and to the Trademarks. Licensee recognizes the value of the goodwill associated with the Trademarks, and acknowledges that such goodwill inures exclusively to the benefit of and belongs to Teradici. Licensee shall not (i) bid for, purchase, register use the Trademarks in a manner that derogates Teradici's rights in the Trademarks and will take no action that will interfere with or diminish Teradici's rights in the Trademarks. Licensee agrees not to adopt or use the term “Hilton” a trademark, service ▇▇▇▇, or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key worddesignation confusingly similar to the Trademarks. Further, ad word, metatag or similar device designed Licensee agrees to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license Trademarks only in connection with products that are of a quality and reputation consistent with the foregoinghigh quality of Teradici’s products and services and are advertised in a manner consistent with industry standards. Upon reasonable request from Teradici, Licensee will notify Teradici of the locations of your use of the Trademarks and furnish Teradici with suitable specimens of such use. Licensee agrees to undertake such steps as Teradici may reasonably request to assist in monitoring and maintaining the quality and form of use of the Trademarks. Licensee must promptly remedy any material deficiencies in its use of the Trademarks upon reasonable notice from Teradici.

Trademark License. (a) Subject to the terms and conditions contained herein, during the TermTaro, Licensor on behalf of its Affiliate, hereby grants to Licensee Strongbridge, and Strongbridge hereby accepts, a nontransferable (except as permitted pursuant to Section 4.4(a)), non-sublicensable (except as permitted below), sole and exclusive, royalty-free license to use the Licensed Marks as Trademarks in the Territory Product Trademark in connection with the current Product and future operation Lifecycle Product solely in the Territory (“Trademark License”). For the avoidance of doubt, without such consent from Taro, Strongbridge may nonetheless sublicense its Trademark License to its Affiliates and distributors, but only as reasonably necessary to Commercialize the Licensed Vacation Ownership BusinessProduct and Lifecycle Product on behalf of Strongbridge in the Territory. Such license Any attempted assignment or sublicense by Strongbridge not permitted under this Section 2.3(a) shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, void and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations of no force or stylizations effect and shall constitute a material breach of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership Businessthis Agreement. (b) Without Strongbridge shall use and shall cause its permitted sublicensees and Permitted Assignee to use the Product Trademark only in connection with the Product and Lifecycle Product for Commercialization by or on behalf of Strongbridge in the Territory. Taro shall not itself use, or license or otherwise permit any Third Party to use the Product Trademark in the Territory unless the Trademark License had been terminated. (c) Strongbridge agrees to use the Product Trademark only in relation to the Product and Lifecycle Product in the Territory, consistent with Taro’s standard reasonably set by Taro, as communicated from time to time to Strongbridge with sufficient prior notice. Strongbridge agrees not to intentionally use the Product Trademark in any way that would diminish, tarnish, CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION. disparage, or damage the goodwill in and to the Product Trademark. Strongbridge agrees to use the same level of due care to avoid diminishing, tarnishing, disparaging, or damaging the goodwill of the Product Trademark as Strongbridge would use in connection with trademark owned by Strongbridge. (d) Strongbridge shall ensure that Product Trademark (i) is used in a manner sufficient to constitute trademark usage under applicable law, (ii) is clearly identified as a trademark under applicable law (e.g., through the use of a “®”, “™” or other appropriate identifier) and that such “Product Trademark is exclusively licensed to Strongbridge”, and (iii) are not used as combination marks with other marks or trademarks without the prior written consent of LicensorTaro. Any and all use by Strongbridge, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as permitted sublicensees and Permitted Assignee of the Effective Date, regardless Product Trademark and any goodwill arising therefrom shall inure to the sole benefit of whether the foregoing constitutes trademark use under applicable LawsTaro and its Affiliates. (ce) Licensee hereby grants to Licensor Strongbridge may not and agrees that neither it nor any of its Subsidiaries a non-exclusive sublicense during the Term to (i) permitted sublicensees and Permitted Assignee will use the Licensed Marks Product Trademark outside the Territory. (f) Strongbridge hereby expressly acknowledges Taro’s ownership of, and rights in, the Product Trademark. Strongbridge agrees that it will not (iiand will not assist or authorize any Third Party to) use attack, dispute or contest the validity of Taro’s ownership of the Product Trademark. (g) Taro shall prepare, file, prosecute and exercise maintain trademark applications and registrations at the intellectual property rights in United States Patent and Trademark Office for the Licensed ContentProduct Trademark. All costs and expenses (including but not limited to attorneys’ fees and expenses and official fees) of preparing, in each casefiling, to prosecuting and maintaining the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoingProduct Trademark shall be borne by Taro.

Trademark License. BIAL grants SEPRACOR an exclusive (a) Subject even as to the terms and conditions hereinBIAL), during the Term, Licensor hereby grants to Licensee a royalty-free license to use the Licensed Marks as BIAL Trademarks in the Territory in connection with any Licensed Products that SEPRACOR uses, markets, promotes, distributes, imports, commercializes, offers for sale or sells within the current Field and future operation Territory either directly on its own and/or through its Affiliates, sublicensee, and/or distributors authorized under Section 2.1. (a) The Parties [**] the BIAL Trademarks. BIAL will own all right, title and interest in the BIAL Trademarks and the goodwill associated therewith and will be solely responsible for registering and maintaining such trademarks. If requested, SEPRACOR will [**], registration, and maintenance of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed Marks in connection with the Licensed Vacation Ownership BusinessBIAL Trademarks. (b) Without Any marketing, sale or distribution of Licensed Products by SEPRACOR, its Affiliates, sublicensee, or distributors under the prior license set forth in Section 2.1, will take place exclusively under the BIAL Trademarks, subject to each Party's rights set forth in Section 2.4. SEPRACOR will not file or obtain any trademark application or registration, or Internet domain name registration, comprised of or containing any BIAL Trademarks or the INN Eslicarbazepine Acetate, or any variations thereof, without BIAL's express written consent of Licensor, Licensee shall not (i) bid for, purchase, register or permission. SEPRACOR will use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users BIAL Trademarks only in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Lawsaccordance with guidelines [**]. (c) Licensee hereby grants BIAL reserves to Licensor itself all rights in and its Subsidiaries a non-exclusive sublicense during to the Term to BIAL Trademarks outside of the Territory [**] in conjunction with any development and/or publication activities conducted in accordance with this Agreement. (id) BIAL agrees that it will not use outside the Territory trademarks and trade names for the Licensed Marks and (ii) use and exercise Products that are the intellectual property rights in the Licensed Content, in each case, same or confusingly similar to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license BIAL Trademarks used in connection with the foregoingcommercialization of Licensed Products within the Territory. (e) In the event that the Parties agree, pursuant to Sections 2.3(a) and 5.3(x), not to use one or more of the brands, trademarks or indicators of source listed in, or otherwise added to, Exhibit B, such brands, trademarks or indicators will be considered excluded from Exhibit B, provided that such brands, trademarks or indicators will not be used in the Territory by BIAL without SEPRACOR's prior written consent, except as BIAL Trademarks are permitted to be used by BIAL hereunder.

Trademark License. (a) Subject Licensor grants to Licensee the right to use Licensor’s ▇▇▇▇ solely in connection with marketing and selling Licensed Product in the Territory for use in the Field. Licensee hereby acknowledges the validity of Licensor’s ▇▇▇▇ and Licensor’s exclusive right, title and interest in and to the terms and conditions hereinLicensor’s ▇▇▇▇. Licensee shall not, during the Termterm of this Agreement, Licensor hereby grants to Licensee a license to use the Licensed Marks as Trademarks in the Territory in connection with the current and future operation of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarityor thereafter, (i) do or permit to be done any act or thing which prejudices, infringes or impairs the above license covers only the exact Licensed Marks, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the rights of Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without with respect to Licensor’s prior written consent▇▇▇▇, and (ii) the above exclusivity means thatuse, during the Termregister or attempt to register any ▇▇▇▇ that is identical to, Licensor will not or confusingly similar to Licensor’s ▇▇▇▇, or (iii) continue any use (or allow others action in relation to use) the Licensed Marks or in connection with Licensor’s ▇▇▇▇ or this Agreement if objected to by Licensor. Notwithstanding the foregoing, the above restrictions shall not prevent Licensee from registering and using its own trademark (“Licensee’s ▇▇▇▇”) which shall not be identical to, or confusingly similar to Licensor’s ▇▇▇▇) to market the Licensed Vacation Ownership Business. (b) Without Product. Licensee is also free to brand L-Glutamine and L-Glutamine containing compounds for medications other than for use in the prior written consent Field. .Licensor must pre-approve all uses of Licensor’s ▇▇▇▇ in connection with Licensee Promotional Materials, in the manner set forth in Section 3.07 of this Agreement. So that the value of the goodwill and reputation associated with Licensor’s ▇▇▇▇ will not be diminished, Licensee shall not (i) bid for, purchase, register or use have the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed right to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor ensure that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor all goods and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license services provided in connection with Licensor’s ▇▇▇▇ shall be of a uniform high quality. Licensor shall have the foregoingright to inspect and test the products provided by Licensee to monitor for Licensee’s adherence to the obligations of this Section 3.01.

Trademark License. (a) Subject to the terms and conditions hereinof the Agreement, during the Term, Licensor hereby Customer (“TM Licensor”) grants to Licensee STS (“TM Licensee”) a limited, non-exclusive, non-transferable, royalty-free right and license to use TM Licensor’s trademarks, service marks and other corporate indicia specified by TM Licensor (“Marks”) solely for the Licensed Marks as Trademarks purposes contemplated in the Territory Agreement, including, without limitation, to identify Customer as a customer of STS and of the Platform, to perform any professional services, and to furnish Components to End Users hereunder. TM Licensee will use TM Licensor’s Marks in connection conformance with any trademark usage policy TM Licensor may communicate to TM Licensee from time to time. TM Licensee’s use of TM Licensor’s Marks will be subject to the approval of TM Licensor, such approval not to be unreasonably withheld, with the current and future operation understanding that any substantially similar use will not require additional approval, but will be subject to the provisions of the Licensed Vacation Ownership Businessthis section. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed Marks, and TM Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others to use) the Licensed TM Licensor’s Marks in connection a manner that TM Licensor reasonably believes dilutes, tarnishes or blurs the value of TM Licensor’s Marks. TM Licensee acknowledges that TM Licensee’s use of TM Licensor’s Marks will not create in TM Licensee, nor will TM Licensee represent it has, any right, title or interest in or to TM Licensor’s Marks other than the license granted by TM Licensor above. TM Licensee will not challenge the validity of or attempt to register any of TM Licensor’s Marks, adopt any derivative or confusingly similar names, brands, or marks, or create any combination marks with the Licensed Vacation Ownership Business. (b) Without the prior written consent of TM Licensor, ’s Marks. TM Licensee shall not (i) bid for, purchase, register or acknowledges TM Licensor’s ownership and exclusive right to use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed TM Licensor’s Marks and (ii) agrees that all goodwill arising as a result of TM Licensee’s use and exercise the intellectual property rights in the Licensed Content, in each case, of TM Licensor’s Marks will inure solely to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoingbenefit of TM Licensor.

Trademark License. (a) Subject 1.1 The Licensor hereby grants the Licensee a non-exclusive and non-transferable license, under the conditions that the Licensee strictly adheres to the terms and conditions hereinprovisions as set forth in this Agreement and the written directions of Licensor, during permitting the TermLicensee utilize the trademarks (“Licensed Trademarks”) as specified in the attachment I to this Agreement for development and commercialization within and only within the boundaries of the People’s Republic of China (excluding Taiwan, Hong Kong Special Administrative Regions, and Macao Special Administrative Regions); the Licensee hereby accepts the license. 1.2 The Licensor hereby grants licenses the Licensed Trademarks to the Licensee a strictly for purpose of developing data security products incorporating encryption algorithms owned, controlled or licensed by the PRC government, to be manufactured by the Licensor (through its subcontractors and subvendors as the Licensor deems appropriate); and without the previous written consent of the Licensor, the Licensee shall not grant any sub-license to any third party. 1.3 The Licensee acknowledges the validity of the Licensed Trademarks and the Licensor’s ownership and other legal rights to the Licensed Trademarks, and also acknowledges its right to use the Licensed Marks Trademarks and that the rights in relation to the Licensed Trademarks granted under this Agreement shall not cause the Licensee to have any ownership, rights or benefits to these Licensed Trademarks, except as Trademarks in granted under this Agreement. The Licensee guarantees that it will not doubt the Territory in connection with the current and future operation ownership of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For clarity, (i) the above license covers only the exact Licensed MarksTrademarks, and Licensee may will not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations apply for registration of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (Trademarks or allow others to use) any other trademarks similar or indistinguishable from the Licensed Marks Trademarks whether in connection the PRC or not, or try to obtain any rights to the Licensed Trademarks or any other Trademarks similar or indistinguishable from the Licensed Trademarks, or use any other methods to obtain the Licensed Trademarks or any other trademarks similar or indistinguishable from the Licensed Trademarks. 1.4 The Licensor is the exclusive licensor for the Licensee to grant the licenses specified under this Agreement. Except with the previous written consent of the Licensor, the Licensee shall not accept any licenses from any third party in relation to all or any part of any Licensed Trademarks specified under this Agreement, or trademarks competing with the Licensed Vacation Ownership BusinessTrademarks. 1.5 The term of this Agreement is 10 years, beginning on the effective date of this Agreement, which term shall be automatically renewed unless otherwise agreed by Licensor and Licensee. In addition, before this Agreement expires, if the Licensor demands, then both parties should enter into a new trademark license agreement according to the extended term of this Agreement demanded by the Licensor. Notwithstanding the foregoing, Licensor has the right to terminate this Agreement at any time (b) Without the including prior written consent to expiration of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned hereof), subject to six months’ notice to Licensee. 1.6 The Licensor has the right to terminate this Agreement in the event of a breach by Licensor or its Subsidiaries as or as part Licensee of any key word, ad word, metatag or similar device designed to attract viewers or users transaction agreement specified in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable LawsAttachment II hereto. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to the extent necessary to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license in connection with the foregoing.

Trademark License. (a) Subject to the terms and conditions herein, during the Term, Licensor LMCE hereby grants to Licensee Victory a perpetual, non-exclusive worldwide, royalty‑free, fully paid up, non‑transferable license to use the Licensed Marks as Trademarks in the Territory solely in connection with the current marketing and future operation sale of the products and services in the Victory Licensed Vacation Ownership Business. Such license shall be exclusive for , subject to the Term. For clarityfollowing terms and conditions: (a) Except as otherwise agreed to by LMCE in writing, (i) the above license covers only the exact Licensed Marks, and Licensee may not all use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed MarksTrademarks by Victory is subject to LMCE’s standard trademark usage policies as in effect from time to time (provided that LMCE delivers a copy of such policies to Victory). In addition, in each case, without Licensor’s prior written consent, the use of the Liquidmetal ▇▇▇▇ will be subject to the LMT Trademark License Agreement and the trademark usage policies published from LMT from time to time (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others and LMCE hereby agrees to use) the Licensed Marks in connection promptly provide Victory with the Licensed Vacation Ownership Businessa copy of any such policies received by LMCE). (b) Without All stylized use of a Trademark that is materially different than the designs set forth on Exhibit A hereto shall be subject to the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable LawsLMCE. (c) Licensee hereby grants Victory agrees not to Licensor and its Subsidiaries a non-exclusive sublicense during affix the Term Trademarks to products other than products that are consented to in writing by LMCE, which consent will not be unreasonably withheld. The “®” icon shall always follow the Trademark. (id) Victory shall not challenge the validity of the Trademarks or any registration(s) thereof. Victory agrees that it shall not register or attempt to register the Trademarks or any other trademark or trade name of LMCE or LMT, or use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, or register any other trademark or trade name which may be confusingly similar to the extent necessary Trademarks or any other trademark or trade name of LMT or LMCE. (e) Victory shall be permitted to advertise and promote the Licensed Vacation Ownership Business on Licensee’s behalf during the Term. Licensee may further sublicense the above license Trademark to any third party that is approved in connection writing by LMCE (which approval will not be unreasonably withheld) and that complies with the foregoingusage conditions and restrictions set forth in this Section 1.1. Victory shall cause any such sublicensee to comply with the terms, conditions, and restrictions of this Section 1.1.

Trademark License. Each party (a"Licensor") Subject grants to the terms and conditions herein, during other party ("Licensee") the Term, Licensor hereby grants to Licensee a license right to use the Licensed Marks as trademarks, marks, and trade names that Licensor may adopt from time to time ("Licensor's Trademarks"), solely to exercise Licensee's rights or perform Licensee's obligations under this Agreement. All representations of Licensor's Trademarks that Licensee intends to use shall first be submitted to Licensor for approval (which shall not be unreasonably withheld) of design, color and other details or shall be exact copies of those used by Licensor. In addition, Licensee shall fully comply with all reasonable guidelines, if any, communicated by Licensor to Licensee concerning the use of Licensor's Trademarks. Nothing contained in this Agreement shall grant or shall be deemed to grant to Licensee any right, title or interest in or to Licensor's Trademarks. a. At no time during or after the term of this Agreement shall either party challenge or assist others to challenge Licensor's Trademarks (except to the extent such restriction is expressly prohibited by applicable law) or the registration thereof or attempt to register any trademarks, marks or trade names confusingly similar to those of the other party. If Licensee, in the Territory course of exercising its rights hereunder, acquires any goodwill or reputation in connection with any of Licensor's Trademarks, all such goodwill or reputation shall automatically vest in Licensor, when and as, on an on-going basis, such acquisition of goodwill or reputation occurs, as well as at the current and future operation expiration or termination of the Licensed Vacation Ownership Business. Such license shall be exclusive for the Term. For claritythis Agreement, (i) the above license covers only the exact Licensed Markswithout any separate payment or other consideration of any kind to Licensee, and Licensee may not use the term “Hilton” standing alone or, except as permitted by the Licensor Brand Identity Guidelines any variations, derivatives, abbreviations or stylizations of the Licensed Marks, in each case, without Licensor’s prior written consent, and (ii) the above exclusivity means that, during the Term, Licensor will not use (or allow others agrees to use) the Licensed Marks in connection with the Licensed Vacation Ownership Businesstake all such actions necessary to effect such vesting. (b) Without the prior written consent of Licensor, Licensee shall not (i) bid for, purchase, register or use the term “Hilton” or any other Trademark owned by Licensor or its Subsidiaries as or as part of any key word, ad word, metatag or similar device designed to attract viewers or users in online, social, mobile or other media or (ii) link to or frame any website, online, social or mobile media property or venue of Licensor that Licensee is not already linking to or framing as of the Effective Date, regardless of whether the foregoing constitutes trademark use under applicable Laws. (c) Licensee hereby grants to Licensor and its Subsidiaries a non-exclusive sublicense during the Term to (i) use the Licensed Marks and (ii) use and exercise the intellectual property rights in the Licensed Content, in each case, to b. To the extent necessary to advertise properly protect Licensor's rights, Licensor and promote Licensee shall enter into registered user agreements with respect to Licensor's Trademarks pursuant to applicable trademark law requirements in countries outside the Licensed Vacation Ownership Business on Licensee’s behalf during the TermUnited States. Licensee may further sublicense shall be responsible for proper filing of the above license in connection registered user agreement with the foregoingappropriate government authorities and shall pay all costs or fees associated with such filing.