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<br />days to review such request for approval before granting or denying the request. <br />No other rights are granted except for those explicitly recited. Participant shall <br />use the form attached hereto as Exhibit 2 to request authorization to use the <br />Mark. <br /> <br />B. Term. This Agreement shall continue until the parties agree otherwise in <br />writing or unless earlier terminated pursuant to Section III below. <br /> <br />II. USE OF THE MARK <br /> <br />A. Use bv Licensee: Ownership of the Mark. Licensee may use the Mark, so <br />long as that use conforms to the terms of this Agreement. Licensor must <br />approve each use of the Mark in writing, as provided herein. Licensee <br />acknowledges that Licensor is the owner of the Mark. Licensee shall not at any <br />time do or suffer to be done any act or thing which will in any way impair the <br />rights of Licensor in and to the Mark or the goodwill inherent in such Mark. <br />Licensee shall not authorize the use of the Mark by any third party without the <br />express written consent of Licensor. <br /> <br />It is understood that Licensee shall not acquire and shall not claim any title to <br />the Mark adverse to Licensor by virtue of the license granted herein, or through <br />the Licensee's use of the Mark, it being expressly agreed that all use of the Mark <br />by Licensee shall inure to the benefit of Licensor. Licensee is stopped from <br />challenging the validity of the Mark or from setting up any claim adverse to <br />Licensor. <br /> <br />B. Qualitv Control and Riqht to Inspect. Licensee shall maintain a standard <br />of quality for the Services offered under the Mark commensurate with standards <br />previously achieved and maintained by Licensor and its subsidiaries, and shall, <br />at a minimum, provide the Services in compliance with all laws and regulations. <br />Licensor reserves the right to inspect the materials and services marketed under <br />the Mark to maintain the standard of quality. <br /> <br />Licensor reserves the right to withdraw approval and of any use of the Mark at <br />any time, and to otherwise forbid any particular use of the Mark by Licensee, <br />upon written notice. Such denial or prohibition of use shall not be unreasonably <br />exercised by Licensor. Licensee agrees to immediately comply with any such <br />withdrawal of approval or direction to forbid use. <br /> <br />C. Warrantee and Indemnification. Licensor warrants that it owns the <br />Trademark and Mark and has the right to license its use for the purposes <br />described in the Participation Agreement. Licensee agrees to defend, indemnify <br />and hold Licensor, its officers, agents, and employees harmless from any <br />liability, including all claims, demands, losses or liabilities of any kind, that may <br />arise as a result of Licensee's use of the Mark. <br /> <br />TEXASWI$E PARTICIPATION AGREEMENT <br /> <br />ATTACHMENT B <br /> <br />PAGE 20f4 <br />