Common use of Additional Representations and Warranties Clause in Contracts

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include constitute all United States the marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names or the equivalent thereof in any foreign country that such Assignor presently owns or uses in connection with its business as of the date hereofbusiness. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectname. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, together with filings on Form UCC-1 pursuant to this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States ▇▇▇▇, and the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar the equivalent thereof in any foreign country in order to effect an absolute assignment of all the Assignor's right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants as of the date hereof (or, for any Assignor made a party hereto pursuant to its execution of a supplement hereto in accordance with Section 14.2(d), as of the date of such supplement) that it is the true and lawful exclusive owner of or otherwise has the right to use (i) all material Trade Secrets necessary to operate the registered Marks and Domain Names business of such Assignor, (ii) the Patents listed in Annex I Schedule 5.1(A) hereto for such Assignor and (iii) the Copyrights listed in Schedule 5.1(B) hereto for such Assignor, as such Schedule 5.1 may be updated from time to time, for such Assignor, that said listed Marks and Domain Names include Patents constitute all the United States marks patents and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names patents that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use hereof owns or otherwise has the right to use. Each Assignor represents and warrants that, to its knowledge, it owns or is licensed to practice under all Marks Patents and Domain Names Copyrights that it usesnow uses or practices under, except where the failure to own or be licensed under such Patents and Copyrights would not reasonably be expected to have a material and adverse effect on the operations or financial condition of such Assignor. Each Assignor further warrants that that, except as indicated on Schedule 5.1, it has is aware of no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ patent or trade name of any other Person other than as copyright or such Assignor has misappropriated any Trade Secrets or proprietary information which could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is upon the true recordation of each Grant of Security Interest in United States Trademarks and lawful owner Patents in the form of or otherwise has Annex A hereto in the right United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex B hereto in the United States Copyright Office, together with filings of appropriate UCC financing statements pursuant to use this Agreement, all U.S. trademark filings, registrations and applications recordings necessary or appropriate to perfect the security interests granted to the Collateral Agent in the United States Patents and Domain Name registrations listed United States Copyrights covered by this Agreement under federal law will have been accomplished to the extent such perfection may be obtained under federal law. Each Assignor agrees to execute such a Grant of Security Interest in Annex I hereto United States Trademarks and that said registrations are validPatents covering all right, subsisting, have not been canceled title and that interest in each United States Patent of such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceableand to record the same, and is not aware that there is any reason that any to execute such a Grant of said registrations is invalid or unenforceableSecurity Interest in United States Copyrights covering all right, title and is not aware that there is any reason that any interest in each United States Copyright of said applications will not mature into registrationssuch Assignor and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar the United States Copyright Office in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NamePatent and Copyright owned by such Assignor, and record the same. Each Assignor agrees to update Schedule 5.1 from time to time at the request of Collateral Agent (but no less frequently than annually) to reflect any new information required to be indicated thereon and will provide such supplement to the Collateral Agent in the form required by the Collateral Agent.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true true, lawful, sole and lawful exclusive owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks constitute all the Marks that such Assignor presently owns or uses in connection with its business and Domain Names include all the United States marks and federal registrations or applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofOffice. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, owns all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge as of the date hereof, of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any rights in any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectname. Each Assignor represents and warrants that it is the true beneficial and lawful record owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, subsisting and have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor represents and warrants that upon the recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, together with filings on Form UCC-1 pursuant to this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States ▇▇▇▇, and the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office or similar registrar secretary of state or equivalent governmental agency of any State of the United States or any foreign jurisdiction in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor ----------------------------------------- represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include constitute all the United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor presently owns or uses in connection with its business as of the date hereofbusiness. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectname. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, together with filings on Form UCC-1 pursuant to this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States ▇▇▇▇, and the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is Schedule 11(a) of the true and lawful owner Perfection Certificate sets forth a list of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all active United States marks and applications for United States marks registered or filed in the United States Patent and Trademark Office PTO and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofGrantor owns. Each Assignor Grantor represents and warrants that it owns, is licensed to use or otherwise has the right to use, owns all Marks registered or applied for with the PTO and Domain Names listed on Schedule 11(a) of the Perfection Certificate, except for such failure to own that it useshas not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Assignor Grantor further warrants that it has no knowledge of any third party claim received by it within the last twelve (12) months that any aspect of such AssignorGrantor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could has not, and would not, reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor Grantor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all material U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, Schedule 11(a) of the Perfection Certificate have not been canceled and are not presently being opposed and, to such Grantor’s knowledge, are valid and subsisting, and that such Assignor Grantor is not aware of any pending third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations, other than as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Assignor Grantor hereby grants to the Collateral Agent an absolute power of attorney to sign, solely upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office PTO or similar Domain Name registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NameName listed in Schedule 11(a) of the Perfection Certificate, and record the same.

Additional Representations and Warranties. Each Assignor Grantor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor Grantor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered or filed in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofGrantor owns. Each Assignor Grantor represents and warrants that it owns, is licensed to use or otherwise has the right to use, owns all Marks and Domain Names listed on Annex I hereto, except for such failure to own that it useshas not had, and would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Each Assignor Grantor further warrants that it has no knowledge of any third party claim received by it within the last twelve (12) months that any aspect of such AssignorGrantor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could has not, and would not, reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor Grantor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled or opposed and, to such Grantor’s knowledge, are valid and subsisting, and that such Assignor Grantor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor Grantor hereby grants to the Collateral Agent an absolute power of attorney to sign, solely upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar Domain Name registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NameName listed in Annex I hereto, and record the same.

Additional Representations and Warranties. Each Assignor ----------------------------------------- represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include constitute all United States the marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names or the equivalent thereof in any foreign country that such Assignor presently owns or uses in connection with its business as of the date hereofbusiness. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectname. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, together with filings on Form UCC-1 pursuant to this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States ▇▇▇▇, and the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar the equivalent thereof in any foreign country in order to effect an absolute assignment of all the Assignor's right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names applications for Marks listed in Annex I H hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered or listed in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofAmendment and Restatement Effective Date. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it usesuses that are material to such Assignor’s business. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I H hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, except for the registrations and is not aware that there is any reason that any of said applications will not mature into registrationsrelating to the Marks licensed under the Trade Name and Service ▇▇▇▇ License Agreement. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful exclusive owner of or otherwise has the right to use the registered United States Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for registrations of United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use and is not prohibited from using all Marks and Domain Names that it is uses. Each Assignor further warrants that it has is aware of no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇mark ▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectname. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. United States trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said material applications will not mature into registrationspass to registration. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office (or similar registrar the equivalent foreign office) in order to effect an absolute assignment of all right, title and interest in each Mark, ▇▇▇▇ and/or Domain Name, and d record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor Debtor represents and warrants that that, as of the date hereof, it is the true and lawful owner of all right, title and interest to or otherwise has the right to use the registered Marks and Domain Names listed in Annex I Schedule F hereto for such Assignor and that that, as of the date hereof said listed Marks and Domain Names include constitute all United States the marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor Debtor presently owns or uses in connection with its business as of the date hereofbusiness. Each Assignor Debtor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all material Marks and Domain Names that it uses. Each Assignor Debtor further warrants that it has no knowledge of any third party claim received by it that any aspect of such AssignorDebtor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of in any other Person other than as respect which could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of such Debtor. Each Assignor Debtor represents and warrants that except as listed on Schedule F, as of the date hereof it is the true beneficial and lawful record owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I Schedule F hereto and that said registrations are valid, valid and subsisting, have not been canceled and that such Assignor no Debtor is not aware of any third-party claim that any of said registrations in respect of any material ▇▇▇▇ is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor Debtor hereby grants to the Collateral Agent Purchaser an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same; provided that such power of attorney may be exercised only if such Debtor does not have a Senior Lender.

Additional Representations and Warranties. Each Assignor represents and warrants that that, as of date hereof, it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I F hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all material Marks and material Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could is not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all All U.S. trademark registrations and applications and Domain Name registrations listed in Annex I F hereto and that said registrations are are, as of date hereof, valid, subsisting, have not been canceled canceled, and that such except as set forth on Annex F, no Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and unenforceable or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use (i) all material United States and foreign trade secrets and proprietary information necessary to operate the registered Marks and Domain Names business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex I E hereto for such Assignor and that said listed Marks and Domain Names include Patents constitute all United States marks the patents and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names patents that such Assignor now owns or uses and (iii) the Copyrights listed in connection with its business as Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of the date hereof. Each copyrights and applications for copyright registrations that such Assignor represents and warrants that it owns, is licensed to use now owns or otherwise has the right to use, all Marks and Domain Names that it uses. Each Except as set forth on Annex X to the Credit Agreement, each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademarkpatent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or except those claims which in the aggregate, aggregate could not be reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is upon the true recordation of a Grant of Security Interest in United States Trademarks and lawful owner Patents in the form of or otherwise has Annex G hereto in the right United States Patent and Trademark Office and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to use this Agreement, all U.S. trademark filings, registrations and applications recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and Domain Name registrations listed United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in Annex I hereto United States Trademarks and that said registrations are validPatents covering all right, subsisting, have not been canceled title and that interest in each United States Patent of such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceableand to record the same, and is not aware that there is any reason that any to execute such a Grant of said registrations is invalid or unenforceableSecurity Interest in United States Copyrights covering all right, title and is not aware that there is any reason that any interest in each United States Copyright of said applications will not mature into registrationssuch Assignor and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an any Event of Default, any document which may be required by the United States Patent and Trademark Office (or similar registrar the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NamePatent and Copyright, and to record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks trademarks, service marks, trade dress or trade names, registrations and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks material trademarks, service marks, trade dress or trade names and Domain Names all Internet domain names and associated URL addresses that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ mark or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar applicable Domain Name registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ Mark and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that that, on the Effective Date, it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofEffective Date. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all material Marks and Domain Names that it uses. Each Assignor further warrants that it no Senior Officer of such Assignor has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid in valid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses, except for such failure to own or have the right to use as have not had, and would not be reasonably expected to have, a Material Adverse Effect. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could has not, and would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the sole, true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I H hereto for such Assignor and that said listed Marks and Domain Names include all United States marks Marks and applications for United States marks Marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or or, except as described on Annex H, uses in connection with its business as of the date hereofhereof (and, in the case of each Pulitzer Assignor, except as set forth on Annex H none of such Marks has been licensed to any third party except in the ordinary course of publishing newspapers and related products). Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all material Marks and material Domain Names that it uses. Each Assignor further warrants that it has received no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person Person, and has no knowledge of any threat of any such claim (including “cease and desist” letters), in each case, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is (i) the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations United States registered Marks listed in Annex I H hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications for United States Marks will not mature into registrations, except to the extent the same, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) it does not own or use in connection with its business any material registered Marks other than the United States Marks listed on Annex H hereto. Each Subject to the applicable Intercreditor Agreements, each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office Office, domain name registrar or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I E hereto for such Assignor and that said listed Marks and Domain Names include all United States registered marks and applications for United States registered marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofhereof (or intends to use in the case of an Intent to Use application for trademark registration). Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any material third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectPerson. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I E hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any material third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants as of the date hereof that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office registrations, and applications for registrations, of the Marks listed in Annex D, Part I attached hereto and that Annex D, Part I lists all Domain Names the United States Patent and Trademark Office, or the equivalent office thereof in any foreign country, registrations and applications for registrations, of the Marks that such Assignor now owns or uses in connection with its business as of the date hereofbusiness. Each Assignor represents and warrants as of the date hereof that except with respect to those licensed marks set forth in Annex D, Part I, it owns, is licensed to use or otherwise has the right to use, use all material Marks and Domain Names that it uses. Each Assignor further warrants as of the date hereof that it has is aware of no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service material ▇▇▇▇ or trade name of any other Person other than ▇. Except as could notset forth on Annex D, either individually or in the aggregatePart II, reasonably be expected to have a Material Adverse Effect. Each each Assignor represents and warrants as of the date hereof that it is the true and lawful owner of or otherwise has the right to use all material U.S. trademark registrations and applications and Domain Name registrations listed in Annex D, Part I hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations or applications for registration with respect to a ▇▇▇▇ is invalid or unenforceable, and unenforceable or is not aware that there is any reason that any of said material registrations or applications for registration with respect to a ▇▇▇▇ is invalid or unenforceable, and is not aware or that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor represents and warrants that upon the recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, together with filings on Form UCC-1 pursuant to this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademark and Patents covering all of such Assignor's right, title and interest in each United States ▇▇▇▇, and the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an a Noticed Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all such Assignor's right, title and interest in each United States ▇▇▇▇ and/or Domain Nameowned by an Assignor, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that that, on the Restatement Effective Date, it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofRestatement Effective Date. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all material Marks and Domain Names that it uses. Each Assignor further warrants that it no Senior Officer of such Assignor has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the sole, true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I H hereto for such Assignor and that said listed Marks and Domain Names include all United States marks Marks and applications for United States marks Marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or or, except as described on Annex H, uses in connection with its business as of the date hereofhereof (and, in the case of any Pulitzer Assignor, except as set forth on Annex H none of such Marks has been licensed to any third party except in the ordinary course of publishing newspapers and related products). Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all material Marks and material Domain Names that it uses. Each Assignor further warrants that it has received no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person Person, and has no knowledge of any threat of any such claim (including “cease and desist” letters), in each case, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is (i) the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations United States registered Marks listed in Annex I H hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications for United States Marks will not mature into registrations, except to the extent the same, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect and (ii) it does not own or use in connection with its business any material registered Marks other than the United States Marks listed on Annex H hereto. Each Subject to the applicable Intercreditor Agreements, each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office Office, domain name registrar or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I E hereto for such Assignor and that said listed Marks and Domain Names include all (a) United States marks trademarks and applications for United States service marks registered in the United States Patent and Trademark Office Office, (b) applications to register United States trademarks and all Domain Names service marks in the United States Patent and Trademark Office, and (c) Internet domain names, in each case of (a)-(c), that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it usesare necessary for the conduct of its business as currently conducted. Each Assignor further warrants that it has no knowledge of any written or other material third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes infringe or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could notwhich, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto E are subsisting and that said registrations are valid, subsisting, have not been canceled and, to such Assignor’s knowledge, are valid, and that such Assignor is not aware aware, except as would not have a Material Adverse Effect, of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, solely upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect effect, in accordance with Section 7.1 hereof, an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I G hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I G hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any material third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include all material United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all material Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇223 mark ▇▇ or trade name of any other Person (other than as could notsuch infringements which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole). Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said material applications will not mature into registrationspass to registration. Each Assignor hereby grants to the Collateral Administrative Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each Mark, ▇▇▇▇ and/or Domain Name, and d record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ mark or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ Mark and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that that, on the Effective Date, it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofEffective Date. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all material Marks and Domain Names that it uses. Each Assignor further warrants that it no Senior Officer of such Assignor has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ mark or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ Mark and/or Domain Name, and record the same.

Additional Representations and Warranties. Each The Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such the Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such the Assignor owns or uses in connection with its business as of the date hereof. Each The Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it usesare necessary for the conduct of its business. Each The Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such the Assignor’s 's present or contemplated business operations infringes infringe or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each The Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such the Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each The Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents ----------------------------------------- and warrants that it is the true and lawful owner of or otherwise has the right to use (as such may be limited by law) the registered Marks and Domain Names listed in Annex I B hereto for such Assignor and that said listed Marks and Domain Names include all United States and foreign marks registered in and applications for United States marks registered in filed with the United States Patent and Trademark Office and all Domain Names or any foreign equivalent that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name all foreign trademark registrations and applications, in each case, listed in Annex I B hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor hereby grants to the Collateral Agent Secured Party an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar foreign equivalent office in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has all rights in (i) the right Trade Secret Rights, (ii) all right, title and interest in and to use the registered Marks and Domain Names Patents listed in Annex I J hereto for such Assignor and that said listed Marks and Domain Names Patents include all the United States marks patents and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names patents that such Assignor owns or uses as of the date hereof and (iii) all right, title and interest in connection and to the registered Copyrights listed in Annex K hereto for such Assignor and that said Copyrights include all the United States copyrights registered with its business the United States Copyright Office and applications to United States copyrights that such Assignor owns as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name patent of any other Person other than as could notor such Assignor has misappropriated any trade secret or proprietary information which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations Patents listed in Annex I J hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is Patents are invalid or unenforceable, and is not aware that there is any reason that any of said registrations is Patents are invalid or unenforceable, and is not aware that there is any reason that any of said Patent applications will not mature into registrationsissued Patents. Each Assignor hereby grants to the First-Lien Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an any Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar the United States Copyright Office in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NamePatent or Copyright, and to record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all material Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all material U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I G hereto for such Assignor and that said listed Marks and Domain Names include all United States marks trademark registrations and applications for United States registration of marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofEffective Date. Each Except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks trademarks, service marks, trade names, trade dresses and Domain Names other business and source identifiers that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇m▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I G hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an a Noticed Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇M▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for registrations of United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofhereof and that said registrations are valid, subsisting and have not been cancelled. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all material Marks and Domain Names that it uses. Each Assignor further warrants that it has is aware of no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectname. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest of such Assignor in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Except as otherwise expressly permitted by the Credit Agreement, each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I E hereto for such Assignor and that said listed Marks and Domain Names include all (a) United States marks trademarks and applications for United States service marks registered in the United States Patent and Trademark Office Office, (b) applications to register United States trademarks and all Domain Names service marks in the United States Patent and Trademark Office, and (c) Internet domain names, in each case of (a)-(c), that such Assignor owns or uses in connection with its business as of the date hereof. Each Except as otherwise expressly permitted by the Credit Agreement, each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it usesare necessary for the conduct of its business as currently conducted. Each Except as otherwise expressly permitted by the Credit Agreement, each Assignor further warrants that it has no knowledge of any written or other material third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes infringe or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could notwhich, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each Except as otherwise expressly permitted by the Credit Agreement, each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto E are subsisting and that said registrations are valid, subsisting, have not been canceled and, to such Assignor’s knowledge, are valid, and that such Assignor is not aware aware, except as would not have a Material Adverse Effect, of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, solely upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect effect, in accordance with Section 7.1 hereof, an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true true, lawful and lawful exclusive owner or licensee of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I Schedule 2 attached hereto for such Assignor indicated as being owned by it and that said listed Schedule 2 lists all the Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office or the equivalent thereof in any foreign country and all Domain Names unregistered Marks that such Assignor owns now owns, licenses or uses for products developed by such Assignor in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it usesbusiness. Each Assignor further warrants that it has is aware of no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, trademark or service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmark. Each Assignor represents and warrants that it is the true and lawful a▇▇ ▇awful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I Schedule 2 hereto indicated as being owned by it and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations registration is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor hereby grants to the Collateral Agent Bank an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NameMark owned by an Assignor, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses, except to the extent that any such lack of ownership, license or right could not reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower or of the Borrower and its Subsidiaries taken as a whole. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations materially infringes or will materially infringe any trademark, service ▇▇mark ▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectname. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Upon the occurrence and continuance of an Event of Default, each Assignor hereby grants to the Collateral Administrative Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, sign any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.Office

Additional Representations and Warranties. Each Assignor represents and warrants that that, on the date hereof, it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I H hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that (a) it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I H hereto and that (b) said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrationsregistrations other than, in the case of preceding clause (b), as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I G hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that that, except as set forth on Annex G, it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I G hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any material third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor ----------------------------------------- represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for registrations of United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofhereof and that said registrations are valid, subsisting and have not been cancelled. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all material Marks and Domain Names that it uses. Each Assignor further warrants that it has is aware of no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇mark ▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectname. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of (i) any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is (ii) any reason that any of said registrations is invalid or unenforceable, and is not aware that there is or (iii) any reason that any of said applications will not mature into registrationspass to registration. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance con tinuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest of such Assignor in each Mark, ▇▇▇▇ and/or Domain Name, and d record the same.

Additional Representations and Warranties. Each Assignor represents relating to each Fund --------------------------------------------------------------- (a) Since inception, each Fund has been and warrants that it continues to be a duly registered investment company in material compliance with the Investment Company Act and the rules and regulations promulgated thereunder and duly registered or licensed and in good standing under the laws of each jurisdiction in which such qualification is necessary. To the true knowledge of MMA and lawful owner of or otherwise Sellers, each Fund, since its inception, has the right been, except for any material non-compliance prior to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofhereof which has been cured, in compliance in all material respects with all applicable federal and state laws, rules, regulations and orders, except as set forth on Schedule -------- 3.28(a). Each Assignor represents and warrants that it ownsSince their initial offering, is shares of each Fund have been duly ------- qualified for sale under the securities laws of each jurisdiction in which they have been sold or offered for sale at such time or times during which such qualification was required except where the failure to be so registered or licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to would not have a an MMA Material Adverse Effect. Each Assignor represents The offering and warrants sale of shares of each Fund have been registered under the Securities Act of 1933, as amended (the "Securities Act"), during such period or periods for which such registration is required, the related registration statement has become effective under the Securities Act, no stop order suspending the effectiveness of such registration statement has been issued and no proceedings for that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are validpurpose have been instituted or, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power knowledge of attorney MMA and Sellers, are contemplated. As the same pertain to signeach Fund, upon to the occurrence knowledge of MMA and Sellers, the registration statement of the Fund under the Investment Company Act and/or the Securities Act has, at all times when such registration statement was effective, complied in all material respects with the requirements of the Investment Company Act and the Securities Act then in effect and neither such registration statement nor any amendments thereto contained at the time such registration statement became effective and during which time that the continuance registration statement was in use, an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading. Copies of the current registration statement of each Fund under the Investment Company Act and/or the Securities Act which was filed ____________, 199_, (the "Registration Statement") have been made available to MMA Buyer. All shares of each Fund were sold pursuant to an Event of Default, any document which may be effective registration statement to the extent required by the United States Patent Securities Act and Trademark Office have been duly authorized and, when issued, were validly issued, fully-paid and non- assessable against each Fund. Each Fund's investments made since inception have been made in all material respects in accordance with its investment objective, investment policies and restrictions set forth in its registration statement in effect at the time the investments were made (except where any violation of the foregoing has been cured and the Fund has been made whole for any resulting losses) and have been held in accordance with its respective investment policies and restrictions, to the extent applicable and in effect at the time such investments were held. (b) As to each Fund, there has been in full force and effect an investment advisory agreement at all times since the inception of each Fund. Each agreement pursuant to which MMA, RTS or any Subsidiary has received compensation respecting its activities in connection with each Fund was duly approved and has been duly renewed in accordance with the applicable provisions of the Investment Company Act. (c) Except as set forth on Schedule 3.28(c), there are no special ---------------- restrictions, consent judgments or SEC or judicial orders on or with regard to any Fund currently in effect. (d) Since its inception, each Fund has continuously elected and qualified to be treated as a "regulated investment company" under Subsection M of the Code and has continuously been eligible to compute, and has for each taxable year computed, its federal income tax under Section 852 of the Code. None of MMA, RTS, any Subsidiary or, to the knowledge of MMA and Sellers, any Fund, has received any notice or other communication relating to or affecting such status. (e) At the Closing Date, each Fund will have timely filed all Tax returns, reports and other filings (including information returns, declarations and reports) (the "Mutual Fund Tax Returns") required to be filed by it on or before such date, any such Mutual Fund Tax Returns shall be, to the knowledge of MMA and Sellers, complete and correct, and each Fund will have paid, or withheld and paid over, all Taxes shown or required to be shown as due on such Mutual Fund Tax Returns. No such Mutual Fund Tax Return is currently under audit, no assessment has been asserted with respect to such Mutual Fund Tax Returns, and no requests for waivers of the time to make any such assessment are pending. None of the Funds is delinquent in the payment of any Tax, assessment or governmental charge. (f) None of MMA, RTS, any Subsidiary or any person who is an "affiliated person" (as defined in the Investment Company Act) or an "interested person" (as defined in the Investment Company Act) of MMA, RTS or any Subsidiary, receives or is entitled to receive any compensation directly or indirectly (i) from any person in connection with the purchase or sale of securities or other property to, from or on behalf of such Fund, other than as broker in connection with the purchase or sale of securities in compliance with Section 17(e) of the Investment Company Act and regulations thereunder, or (ii) from any Fund or its security holders for other than bona fide investment advisory, administrative or other services. Accurate and complete disclosure of all such compensation arrangements has been made in the Registration Statement filed under the federal securities laws. (g) MMA has made available to MMA Buyer correct and complete copies of the audited financial statements, prepared in accordance with GAAP, of each Fund for the past five fiscal years, and unaudited financial statements, prepared in accordance with GAAP, of each Fund as of its most recent semi- annual stub period (the "1999 Unaudited Financials") (each hereinafter referred to as a "Mutual Fund Financial Statement"). Each of the Mutual Fund Financial Statements is consistent with the books and records of such Fund, is complete and correct in all material respects and presents fairly the financial position of such Fund in accordance with GAAP applied on a consistent basis (except as otherwise noted therein) at the respective date of such Mutual Fund Financial Statements and the results of operations and cash flows for the respective periods indicated (except in the case of the 1999 Unaudited Financials, the absence of footnotes and customary year end adjustments). The Mutual Fund Financial Statements reflect and disclose all material changes in accounting principles and practices adopted by each Fund during the periods covered by each Mutual Fund Financial Statement. (h) Except as set forth on Schedule 3.28(h), there is no litigation or action, ---------------- suit, proceeding or investigation at law or in equity pending or, to the knowledge of MMA and Sellers, threatened in any court or before or by any Governmental Authority, or before any arbitrator, by or against each Fund, or, to the knowledge of MMA and Sellers, any officer or director thereof, MMA, RTS or any Subsidiary relating to the activities of any Fund, that, if successful, would result in any disqualification of MMA under Section 9(a) of the Investment Company Act, or any event which would require MMA to give an affirmative response to any of the questions in Item 11 of MMA's Form ADV (or any similar registrar or successor form) or Item 3 of the SEC Supplement to Form TA-1 (or any similar successor form) or require an affirmative response from RIB under Item 7 of RIB's Form BD (or any similar or successor form) or from RSI under Item 3 of the SEC Supplement to Form TA-1 (or any similar successor form). There are no judgments, injunctions, orders or other judicial or administrative mandates outstanding against or affecting any Fund or, to the knowledge of MMA and Sellers, any officer or director thereof relating to the activities of or affecting any Fund. (i) Except as set forth on Schedule 3.28(i), to the knowledge of MMA and ---------------- Sellers, each Fund complies, and has been maintained in compliance, in all material respects, with all applicable requirements, including all reporting and disclosure requirements, prescribed by any and all applicable laws or regulations and orders thereunder. (j) The exhibit list in the Registration Statement includes all of the documents that would be required to be included thereon if such Registration Statement were being refiled. (k) MMA has furnished to MMA Buyer, with respect to each Fund, complete and correct copies of (i) Annual and Semi-Annual Reports and proxy statements of the Fund pertaining to the last five years of the Fund, each in the form delivered to the Fund's shareholders, as well as any additional report or other material generally delivered to such shareholders since the delivery of such Annual Report or Semi-Annual Report, as the case may be; (ii) all Prospectuses, together with Statements of Additional Information of each Fund, filed with the SEC in the last five years and (iii) all reports of each Fund on Form N-SAR together with any and all exhibits annexed thereto from the last five years of each Fund; each in the form filed with the SEC (all of the foregoing documents referred to in (i), (ii) and (iii) being collectively referred to herein as the "Fund Statements"). To the knowledge of MMA and Sellers, the information contained in the Fund Statements does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to effect make any material statement made therein, in light of the circumstances, not misleading. The financial statements, including, without limitation, the Statement of Assets and Liabilities, the Statement of Operations and the Statement of Changes in Net Assets, and the notes thereto set forth in any such Annual or Semi-Annual Report fairly present the financial position of each Fund as at the dates of such statements and the results of its operations for the periods covered thereby in accordance with GAAP consistently applied (except as noted therein). Since the end of the period covered by any such Annual or Semi- Annual Report, there has occurred no event or condition which would (i) require any Fund to file an absolute assignment additional amendment, registration statement, prospectus, prospectus supplement, report or other document with the SEC, which document has not been so filed with the SEC and delivered to Buyers or (ii) require any Fund to conduct a meeting of all rightits shareholders, title and interest in each ▇▇▇▇ and/or Domain Name, and record case other than with respect to the sametransactions contemplated by this Agreement.

Additional Representations and Warranties. Each Assignor Debtor represents and warrants that that, as of the date hereof, it is the true and lawful owner of all right, title and interest to or otherwise has the right to use the registered Marks and Domain Names listed in Annex I Schedule F hereto for such Assignor and that that, as of the date hereof said listed Marks and Domain Names include constitute all United States the marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor Debtor presently owns or uses in connection with its business as of the date hereofbusiness. Each Assignor Debtor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all material Marks and Domain Names that it uses. Each Assignor Debtor further warrants that it has no knowledge of any third party claim received by it that any aspect of such AssignorDebtor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of in any other Person other than as respect which could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of such Debtor. Each Assignor Debtor represents and warrants that except as listed on Schedule F, as of the date hereof it is the true beneficial and lawful record owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I Schedule F hereto and that said registrations are valid, valid and subsisting, have not been canceled and that such Assignor no Debtor is not aware of any third-party claim that any of said registrations in respect of any material ▇▇▇▇ is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor Debtor hereby grants to the Collateral Agent Purchasers an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each The Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right all right, title and interest in and to use the registered Marks and Domain Names listed in Annex I hereto for such the Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks owned or purported to be owned by the Assignor registered in the United States Patent and Trademark Office and Office, as well as all Domain Names that such the Assignor owns or uses in connection with its business purports to own as of the date hereof. Each The Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to useuse any trademarks, all Marks service marks or other indicia of origin, including trade dress, and Domain Names any Internet domain names, that it uses. Each The Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such the Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ mark or trade name of any other Person other than as could not, either eit▇▇▇ individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each The Assignor represents and warrants that it is the true and lawful owner registrations of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations Marks listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such the Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each The Assignor hereby grants to the Third-Lien Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ Mark and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful exclusive owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include all United States marks Marks and applications for registrations of United States marks registered Marks in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofhereof and that said registrations are valid, subsisting and have not been cancelled. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all material Marks and Domain Names that it uses. Each Assignor further warrants that it has is aware of no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectname. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include constitute all United States the marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names or the equivalent thereof in any foreign country that such Assignor owns or uses in connection with its business as of the date hereofpresently owns. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇mark ▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectname. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, together with filings on Form UCC-1 pursuant to this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States Mark, ▇▇d the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar the equivalent thereof in any foreign country in order to effect an absolute assignment of all the Assignor's right, title and interest in each Mark, ▇▇▇▇ and/or Domain Name, and d record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right all right, title and interest in and to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks owned or purported to be owned by such Assignor registered in the United States Patent and Trademark Office and Office, as well as all Domain Names that such Assignor owns or uses in connection with its business purports to own as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to useuse any trademarks, all Marks service marks or other indicia of origin, including trade dress, and Domain Names any Internet domain names, that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ mark or trade name of any other Person other than as could not, either eit▇▇▇ individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner registrations of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations Marks listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the First-Lien Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ Mark and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I E hereto for such Assignor and that said listed Marks and Domain Names include all United States registered marks and applications for United States registered marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofhereof (or intends to use in the case of an Intent to Use application for trademark registration). Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any material third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ mark or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectPerson. Each Assignor represents and warrants ▇▇▇▇ants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I E hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any material third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NameMark, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I E hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ mark or trade name of any other Person other than as could not, either individually eith▇▇ ▇ndividually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I E hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NameMark, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all registered United States marks Marks and applications for registrations of United States marks registered Marks in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses, except where the failure to have such rights, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and to such Assignor's knowledge are valid, and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same, such appointment as attorney is coupled with an interest.

Additional Representations and Warranties. Each Assignor The Obligor represents and warrants that it is the true and lawful owner of or otherwise has the right all right, title and interest in and to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor Schedule B and that said listed Marks and Domain Names include all United States Canadian marks registered in and applications for United States Canadian marks registered pending in the United States Patent and Trademark Office CIPO and all Domain Names Names, that such Assignor the Obligor owns or uses in connection with its business purports to own as of the date hereof. Each Assignor The Obligor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor The Obligor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignorthe Obligor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could has not, and would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor The Obligor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. Canadian trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations Schedule B are valid, subsisting, have not been canceled cancelled and that such Assignor the Obligor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor The Obligor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office CIPO or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all material Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇mark ▇▇ or trade name of any other Person (other than as could notsuch infringements which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower and its Subsidiaries taken as a whole). Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said material applications will not mature into registrationspass to registration. Each Assignor hereby grants to the Collateral Administrative Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each Mark, ▇▇▇▇ and/or Domain Name, and d record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include constitute all the United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor presently owns or uses in connection with its business as of the date hereofbusiness. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or currently contemplated business operations infringes or will infringe any trademark, service ▇▇mark ▇▇ or trade name of held or used by any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectparty. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each Mark, ▇▇▇▇ and/or Domain Name, and d record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right all right, title and interest in and to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks owned or purported to be owned by such Assignor registered in the United States Patent and Trademark Office and Office, as well as all Domain Names that such Assignor owns or uses in connection with its business purports to own as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to useuse any trademarks, all Marks service marks or other indicia of origin, including trade dress, and Domain Names any Internet domain names, that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ mark or trade name of any other Person other than as could not, either eit▇▇▇ individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner registrations of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations Marks listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Second-Lien Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ Mark and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has all rights in (i) the right Trade Secret Rights, (ii) all right, title and interest in and to use the registered Marks and Domain Names Patents listed in Annex I J hereto for such Assignor and that said listed Marks and Domain Names Patents include all the United States marks patents and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names patents that such Assignor owns or uses as of the date hereof and (iii) all right, title and interest in connection and to the registered Copyrights listed in Annex K hereto for such Assignor and that said Copyrights include all the United States copyrights registered with its business the United States Copyright Office and applications to United States copyrights that such Assignor owns as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name patent of any other Person other than as could notor such Assignor has misappropriated any trade secret or proprietary information which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations Patents listed in Annex I J hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is Patents are invalid or unenforceable, and is not aware that there is any reason that any of said registrations is Patents are invalid or unenforceable, and is not aware that there is any reason that any of said Patent applications will not mature into registrationsissued Patents. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an any Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar the United States Copyright Office in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NamePatent or Copyright, and to record the same.

Additional Representations and Warranties. Each The Assignor represents and warrants that it is the true and lawful owner of or otherwise has all rights in (i) the right Trade Secret Rights, (ii) all right, title and interest in and to use the registered Marks and Domain Names Patents listed in Annex I J hereto for such the Assignor and that said listed Marks and Domain Names Patents include all the United States marks patents and applications for United States marks patents that the Assignor owns as of the date hereof and (iii) all right, title and interest in and to the registered Copyrights listed in Annex K hereto for the Assignor and that said Copyrights include all the United States Patent and Trademark copyrights registered with the United States Copyright Office and all Domain Names applications to United States copyrights that such the Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each The Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such the Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name patent of any other Person other than as could notor the Assignor has misappropriated any trade secret or proprietary information which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each The Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations Patents listed in Annex I J hereto and that said registrations are valid, subsisting, have not been canceled and that such the Assignor is not aware of any third-party claim that any of said registrations is Patents are invalid or unenforceable, and is not aware that there is any reason that any of said registrations is Patents are invalid or unenforceable, and is not aware that there is any reason that any of said Patent applications will not mature into registrationsissued Patents. Each The Assignor hereby grants to the Third-Lien Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an any Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar the United States Copyright Office in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NamePatent or Copyright, and to record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I G hereto for such Assignor and that said listed Marks and Domain Names include all United States marks trademark registrations and applications for United States registration of marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofEffective Date. Each Except as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks trademarks, service marks, trade names, trade dresses and Domain Names other business and source identifiers that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I G hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an a Noticed Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses, except to the extent that any such lack of ownership, license or right could not reasonably be expected to have a material adverse effect on the business, operations, property, assets, liabilities, condition (financial or otherwise) or prospects of the Borrower or of the Borrower and its Subsidiaries taken as a whole. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations materially infringes or will materially infringe any trademark, service ▇▇mark ▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectname. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Upon the occurrence and continuance of an Event of Default, each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, sign any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each Mark, ▇▇▇▇ and/or Domain Name, and d record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has all rights in (i) the right Trade Secret Rights, (ii) all right, title and interest in and to use the registered Marks and Domain Names Patents listed in Annex I J hereto for such Assignor and that said listed Marks and Domain Names Patents include all the United States marks patents and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names patents that such Assignor owns or uses as of the date hereof and (iii) all right, title and interest in connection and to the registered Copyrights listed in Annex K hereto for such Assignor and that said Copyrights include all the United States copyrights registered with its business the United States Copyright Office and applications to United States copyrights that such Assignor owns as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name patent of any other Person other than as could notor such Assignor has misappropriated any trade secret or proprietary information which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations Patents listed in Annex I J hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is Patents are invalid or unenforceable, and is not aware that there is any reason that any of said registrations is Patents are invalid or unenforceable, and is not aware that there is any reason that any of said Patent applications will not mature into registrationsissued Patents. Each Assignor hereby grants to the First-Lien Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an any Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar the United States Copyright Office in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NamePatent or Copyright, and to record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right all right, title and interest in and to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks owned or purported to be owned by such Assignor registered in the United States Patent and Trademark Office and Office, as well as all Domain Names that such Assignor owns or uses in connection with its business purports to own as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to useuse any trademarks, all Marks service marks or other indicia of origin, including trade dress, and Domain Names any Internet domain names, that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇m▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner registrations of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations Marks listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇M▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all material Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ mark or trade name of any other Person other than as could not, either individually eithe▇ ▇▇dividually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all material U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ Mark and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor The Debtor represents and warrants that that, as of the date hereof, it is the true and lawful owner of all right, title and interest to or otherwise has the right to use the registered Marks and Domain Names listed in Annex I Exhibit C hereto for such Assignor and that that, as of the date hereof said listed Marks and Domain Names include constitute all United States the marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor the Debtor presently owns or uses in connection with its business as of the date hereofbusiness. Each Assignor The Debtor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all material Marks and Domain Names that it uses. Each Assignor The Debtor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s the Debtor's present or contemplated business operations infringes or will infringe any trademark, service mark or trade name in any respect which could reaso▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably ▇y be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of the Debtor and its Subsidiaries taken as a whole. Each Assignor The Debtor represents and warrants that except as listed on Exhibit C, as of the date hereof it is the true beneficial and lawful record owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I Exhibit C hereto and that said registrations are valid, valid and subsisting, have not been canceled and that such Assignor the Debtor is not aware of any third-party claim that any of said registrations in respect of any material Mark is invalid or unenforceable. Subject to the S▇▇▇▇dination Agreement, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor the Debtor hereby grants to the Collateral Agent Lender an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NameMark, and record the same.

Additional Representations and Warranties. Each Assignor Debtor represents and warrants that that, as of the date hereof, it is the true and lawful owner of all right, title and interest to or otherwise has the right to use the registered Marks and Domain Names listed in Annex I Schedule F hereto for such Assignor and that that, as of the date hereof said listed Marks and Domain Names include constitute all United States the marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor Debtor presently owns or uses in connection with its business as of the date hereofbusiness. Each Assignor Debtor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all material Marks and Domain Names that it uses. Each Assignor Debtor further warrants that it has no knowledge of any third party claim received by it that any aspect of such AssignorDebtor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of in any other Person other than as respect which could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of such Debtor. Each Assignor Debtor represents and warrants that except as listed on Schedule F, as of the date hereof it is the true beneficial and lawful record owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I Schedule F hereto and that said registrations are valid, valid and subsisting, have not been canceled and that such Assignor no Debtor is not aware of any third-party claim that any of said registrations in respect of any material ▇▇▇▇ is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor Debtor hereby grants to the Collateral Agent Purchasers an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same; provided that such power of attorney may be exercised only if such Debtor does not have a Senior Lender.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I E hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇mark ▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I E hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each Mark, ▇▇▇▇ and/or Domain Name, and d record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all material Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third third-party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of except for any other Person other than as could notsuch infringements which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of Holdings and its Subsidiaries taken as a whole. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any material third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor Borrower represents and warrants that it is the true and lawful exclusive owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I SCHEDULE A hereto for such Assignor and that that, to the best of Borrower's knowledge, said listed Marks and Domain Names include all United States marks and applications for material United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor Borrower owns or uses in connection with its business as of the date hereofhereof and that said registrations are valid, subsisting and have not been cancelled. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor Borrower further warrants that it has is aware of no knowledge of any third party claim received by it that any aspect of such Assignor’s Borrower's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectname. Each Assignor Borrower represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. U. S. trademark registrations and applications and Domain Name registrations listed in Annex I SCHEDULE A hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor Borrower is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor Borrower hereby grants to the Collateral Agent Bank an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor ----------------------------------------- represents and warrants that it is the true true, lawful, sole and lawful exclusive owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor Assignor, except with respect to the Marks listed under Section I of Annex D, and that said listed Marks and Domain Names include all the United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor presently owns or uses in connection with its business as of the date hereofbusiness. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectname. Each Assignor represents and warrants that it is the true beneficial and lawful record owner of or all trademark registrations and applications listed in Annex D hereto and designated as "owned" thereon and otherwise has the right to use all U.S. other trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and and, except for any ▇▇▇▇ which an Assignor determines, in its reasonable business judgment, will not have a material effect on the financial condition, business or property of such Assignor taken as a whole, that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor represents and warrants that upon the recordation of an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office, together with filings on Form UCC-1 pursuant to this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such an Assignment of Security Interest in United States Trademark and Patents covering all right, title and interest in each United States ▇▇▇▇, and the associated goodwill, of such Assignor, and to record the same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar secretary of state or equivalent governmental agency of any State of the United States or any foreign jurisdiction in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it usesare necessary for the conduct of its business. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes infringe or will infringe any trademark, service ▇m▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants as of the date hereof that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇M▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor Grantor represents and warrants that it is the true and lawful owner of or otherwise has the valid right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor Grantor and that said listed Marks and Domain Names include all United States marks Marks and applications for United States marks Marks registered in the United States Patent and Trademark Office or in any foreign office that issues or registers intellectual property and all Domain Names that such Assignor Grantor owns or uses in connection with its business as of the date hereof. Each Assignor Grantor represents and warrants that it owns, is licensed to use or otherwise has the valid right to use, all Marks and Domain Names that it uses. Each Assignor Grantor further warrants that it has no knowledge of not received any third party claim received by it that any aspect of such AssignorGrantor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name Intellectual Property of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectPerson. Each Assignor Grantor represents and warrants that it is the true and lawful owner of or otherwise has the valid right to use all U.S. United States trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said trademark registrations and Domain Name registrations are valid, subsisting, have not been canceled and that such Assignor Grantor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor Grantor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or in any foreign office that issues or registers intellectual property or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I E hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Except as set forth in Schedule VII of the Credit Agreement, each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ mark or trade name of any other Person other than as could not, either eit▇▇▇ individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I E hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NameMark, and record the same.

Additional Representations and Warranties. Each The Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I F hereto for such the Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such the Assignor owns or uses in connection with its business as of the date hereofhereof and that Assignor has not granted security interest in the listed Marks to any other Person. Each The Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each The Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such the Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇m▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each The Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I F hereto and that said registrations are valid, subsisting, have not been canceled and that such the Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each The Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each M▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I F hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I F hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I G hereto for such Assignor and that said listed Marks and Domain Names include all United States marks registered and all applications for registration of United States marks registered in the United States Patent and Trademark Office and all Domain Names that each such Assignor owns or uses in connection with its business as of the date hereof. Each Except as set forth in Schedule VII of the Credit Agreement, each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third third-party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor further represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I G hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceableunenforceable and is not aware that there is any reason that any of said applications will not mature into registrations, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each The Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I F hereto for such the Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such the Assignor owns or uses in connection with its business as of the date hereofhereof and that Assignor has not granted any security interest in the listed Marks to any other Person, except as granted pursuant to the Company Senior Security Agreement. Each The Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each The Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such the Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each The Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I F hereto and that said registrations are valid, subsisting, have not been canceled and that such the Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each The Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document docu- ment which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use (as such may be limited by law) the registered Marks and Domain Names listed in Annex I B hereto for such Assignor and that said listed Marks and Domain Names include all United States and foreign marks registered in and applications for United States marks registered in filed with the United States Patent and Trademark Office and all Domain Names or any foreign equivalent that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ mark or trade name of any other Person other than as could not, either individually eithe▇ ▇▇dividually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name all foreign trademark registrations and applications, in each case, listed in Annex I B hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor hereby grants to the Collateral Agent Secured Party an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar foreign equivalent office in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NameMark, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true true, lawful, sole and lawful exclusive owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I F hereto for such Assignor and that said listed Marks and Domain Names include all the United States marks and or applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor presently owns or uses in connection with its business as of the date hereofApril 9, 2003. Each Assignor represents and warrants that it owns, is licensed to use owns or otherwise has the right to use, use all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge knowledge, as of April 9, 2003, of any material third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any rights in any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectPerson. Each Assignor represents and warrants that it is the true beneficial and lawful record owner of or otherwise has the right to use all U.S. United States trademark registrations and applications and Domain Name registrations listed in Annex I F hereto for such Assignor and that that, other than as set forth on Annex F hereto, said registrations are valid, subsisting, subsisting and have not been canceled and that such Assignor is not aware of any third-material third party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar secretary of state or equivalent governmental agency of any State of the United States or any foreign jurisdiction in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right all right, title and interest in and to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks owned or purported to be owned by such Assignor registered in the United States Patent and Trademark Office and Office, as well as all Domain Names that such Assignor owns or uses in connection with its business purports to own as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to useuse any trademarks, all Marks service marks or other indicia of origin, including trade dress, and Domain Names any Internet domain names, that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations oper-ations infringes or will infringe any trademark, service ▇m▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner registrations of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations Marks listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the First-Lien Collateral Agent an absolute power of attorney attor-ney to sign, upon the occurrence and during the continuance of an Event of Default, any document docu-ment which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇M▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor Debtor represents and warrants that that, as of the date hereof, it is the true and lawful owner of all right, title and interest to or otherwise has the right to use the registered Marks and Domain Names listed in Annex I Schedule G hereto for such Assignor and that that, as of the date hereof said listed Marks and Domain Names include constitute all United States the marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor Debtor presently owns or uses in connection with its business as of the date hereofbusiness. Each Assignor Debtor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all material Marks and Domain Names that it uses. Each Assignor Debtor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s Debtor's present or contemplated business operations infringes or will infringe any trademark, service mark or trade name in any respect w▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of such Debtor. Each Assignor Debtor represents and warrants that except as listed on Schedule G, as of the date hereof it is the true beneficial and lawful record owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I Schedule G hereto and that said registrations are valid, valid and subsisting, have not been canceled and that such Assignor no Debtor is not aware of any third-party claim that any of said registrations in respect of any material Mark is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor E▇▇▇ Debtor hereby grants to the Collateral Agent Purchasers an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NameMark, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of of, is licensed to use or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all material United States marks and material applications for United States marks registered or filed by such Assignor in the United States Patent and Trademark Office and all material Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants , except to the extent that it ownsthe failure to own, is licensed license or have such rights could not reasonably be expected, either individually or in the aggregate, to use or otherwise has the right to use, all Marks and Domain Names that it useshave a Material Adverse Effect. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person Person, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, unenforceable and is not aware that there is any reason that any of said applications will not mature into registrationsregistrations other than for applications, the failure of which to so mature would not, individually or in the aggregate, have a Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names necessary to conduct their respective businesses, including, without limitation, all such Marks and Domain Names owned by the Company, except to the extent that the failure to own, license or have such rights could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I E hereto for such Assignor and that said listed Marks and Domain Names include all United States registered marks and applications for United States registered marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofhereof (or intends to use in the case of an Intent to Use application for trademark registration). Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any material third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇m▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectPerson. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I E hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any material third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said applications will not mature into registrationspass to registration. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each M▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor ----------------------------------------- represents and warrants that it is the true and lawful owner of owns or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said Marks listed Marks and Domain Names in Annex D include all United States marks registrations and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all material Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any pending or threatened third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectname. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any pending or threatened third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or or, except as set forth on Annex I, uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all material Marks and material Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto for such Assignor and that that, to each Assignor’s knowledge, said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications for United States Marks will not mature into registrations, except to the extent the same, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I D hereto for such Assignor and that said Marks listed Marks and Domain Names on Annex D include all registered United States marks and applications for United States marks registered in or filed with the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all material Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third third-party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of except for any other Person other than as could notsuch infringements which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of Holdings and its Subsidiaries taken as a whole. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I D hereto and that said registrations are valid, subsisting, have not been canceled cancelled and that such Assignor is not aware of any material third-party claim that any of said registrations is invalid or unenforceable, and or is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each The Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I F hereto for such the Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such the Assignor owns or uses in connection with its business as of the date hereofhereof and that Assignor has not granted security interest in the listed Marks to any other Person. Each The Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each The Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such the Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ mark or trade name of any other Person ▇▇▇▇on other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each The Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I F hereto and that said registrations are valid, subsisting, have not been canceled and that such the Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each The Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain NameMark, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names applications for Marks listed in Annex I H hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered or listed in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it usesuses that are material to such Assignor's business. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ mark or trade name of any other Person other than as could not, either individually ▇▇▇ividually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I H hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, except for the registrations and is not aware that there is any reason that any of said applications will not mature into registrationsrelating to the Marks licensed under the Trade Name and Service Mark License Agreement. Each Assignor hereby grants to the Collateral Agent ▇▇▇▇t an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ of all right, title and interest in each ▇▇▇▇ and/or Domain NameMark, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of DefaultDefault and in connection with the exercise of remedies hereunder, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor Debtor represents and warrants that that, as of the date hereof, it is the true and lawful owner of all right, title and interest to or otherwise has the right to use the registered Marks and Domain Names listed in Annex I Exhibit C hereto for such Assignor Debtor and that that, as of the date hereof said listed Marks and Domain Names include constitute all United States the marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor Debtor presently owns or uses in connection with its business as of the date hereofbusiness. Each Assignor Debtor represents and warrants that it owns, is licensed to use or otherwise has the right to use, use all material Marks and Domain Names that it uses. Each Assignor Debtor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s Debtor's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of in any other Person other than as respect which could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of the Borrowers and their Restricted Subsidiaries taken as a whole. Each Assignor Debtor represents and warrants that except as listed on Exhibit C, as of the date hereof it is the true beneficial and lawful record owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I Exhibit C hereto for such Debtor and that said registrations are valid, valid and subsisting, have not been canceled and that such Assignor Debtor is not aware of any third-party claim that any of said registrations in respect of any material ▇▇▇▇ is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor Debtor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in on Annex I F hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereofhereof and that such Assignor has not granted security interest in the listed Marks to any other Person. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s 's present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in on Annex I F hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇▇▇▇ and/or Domain Name▇, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States marks and applications for United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks and Domain Names that it usesis necessary for the conduct of its business. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes infringe or will infringe any trademark, service ▇m▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrations. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each ▇M▇▇▇ and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that as of the date hereof it is the true and lawful owner of or otherwise has the right to use the registered Marks and Domain Names listed in Annex I hereto for such Assignor and that said listed Marks and Domain Names include all United States trade marks and applications for United States service marks registered in or which are the subject of an application for registration in the United States Patent and Trademark Office and all Domain Names that such Assignor owns or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that as of the date hereof it owns, is licensed to use or otherwise has the right to use, all Marks Marks, the loss of which could reasonably be expected to have a Material Adverse Effect (the “Material Marks”) and Domain Names the loss of which could reasonably be expected to have a Material Adverse Effect (the “Material Domain Names”) that it uses. Each Assignor further warrants that it has no knowledge of any third party claim received by it that any aspect of such Assignor’s present or contemplated business operations infringes or will infringe any trademark, service ▇▇▇▇ or trade name of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Assignor represents and warrants that as of the date hereof it is the true and lawful owner of or otherwise has the right to use all U.S. trademark registrations and applications and Material Domain Name registrations listed in Annex I hereto and that said registrations are valid, subsistingexisting, have not been canceled cancelled and that such Assignor is not aware of any third-party claim that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said registrations is invalid or unenforceable, and is not aware that there is any reason that any of said applications will not mature into registrationsregistrations except in each case as could not reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent PBGC an absolute power of attorney to sign, upon the occurrence and during the continuance of an Event of Default, any document which may be required by the United States Patent and Trademark Office or similar registrar in order to effect an absolute assignment of all right, title and interest in each Material ▇▇▇▇ and/or Domain Name, and record the samesame and to effect the transfer of each Material Domain Name in accordance with the requirements of any applicable Domain Name registrar; provided that any assignments of intent-to-use applications shall only take place after any required amendments to allege use or statements of use have been filed.