Common use of GRANTOR'S REPRESENTATIONS AND WARRANTIES Clause in Contracts

GRANTOR'S REPRESENTATIONS AND WARRANTIES. In addition to any representations and warranties contained in any other Collateral Documents, each Grantor represents and warrants that: (a) EXHIBIT A is a true, correct and complete list of all United States and Canadian Copyright registrations and applications for the registration of Copyrights owned by such Grantor. (b) EXHIBIT B is a true, correct and complete list of all United States and Canadian Patents and Patent applications owned by such Grantor. (c) EXHIBIT C is a true, correct and complete list of all United States and Canadian Trademark registrations and applications owned by such Grantor. (d) EXHIBIT D is a true, correct and complete list of all Licenses relating to Intellectual Property material to the operation of such Grantor’s business (other than Licenses relating to commercially available, off-the-shelf software) to which such Grantor is a party as of the date hereof. (e) Except as set forth in EXHIBIT D, none of the Intellectual Property owned by such Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor. (f) All IP Collateral is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent. (g) No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual Property or Licenses in any respect that could reasonably be expected to have a Material Adverse Effect on the business or the property of such Grantor. (h) Within thirty (30) days after the end of each Fiscal Quarter of each Fiscal Year, such Grantor shall give the Collateral Agent written notice (with reasonable detail) of any of the following occurring with the preceding Fiscal Quarter: (i) Such Grantor’s filing applications for registration of, being issued a registration in or receiving an issuance of any Intellectual Property, or otherwise acquiring ownership of any registered Intellectual Property (other than the acquisition by such Grantor of the right to sell products containing the trademarks of others in the ordinary course of such Grantor’s business). (ii) The filing and acceptance of a statement of use or an amendment to allege use in connection with any of such Grantor’s intent-to-use Trademark applications. (iii) Such Grantor’s entering into any new Licenses with respect to the Intellectual Property material to the operation of such Grantor’s business. (iv) Such Grantor’s knowing that any application or registration relating to any Intellectual Property material to the operation of such Grantor’s business could reasonably be expected to, other than as provided in Section 3 above, become forfeited, abandoned or dedicated to the public (other than at the end of any non-renewable statutory term), or of any adverse dispositive determination (including, without limitation, the institution of, or any such dispositive determination in, any proceeding in the PTO, the Copyright Office or any court or tribunal) regarding such Grantor’s ownership of, the validity of, or enforceability of any Intellectual Property material to the operation of such Grantor’s business or such Grantor’s right to register the same or to own and maintain the same.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. In addition to any representations and warranties contained in any of the other Collateral Loan Documents, each Grantor represents and warrants that: (a) EXHIBIT A is a true, correct and complete list of all United States and Canadian Copyright registrations and applications for the registration of Copyrights owned by such GrantorGrantor (which list includes all material Copyrights), applications of such Grantor for registered Copyrights (which list includes all applications for material Copyrights) and all material Copyright Licenses to which such Grantor is a party as of the date hereof. (b) EXHIBIT B is a true, correct and complete list of all United States and Canadian Patents and Patent applications owned by such Grantor, applications of such Grantor for registered Patents and all material Patent Licenses to which such Grantor is a party as of the date hereof. (c) EXHIBIT C is a true, correct and complete list of all United States and Canadian Trademark registrations and applications Trademarks owned by such Grantor. (d) EXHIBIT D is a true, correct and complete list of all Licenses relating to Intellectual Property material to the operation applications of such Grantor’s business (other than Grantor for registered Trademarks and all material Trademark Licenses relating to commercially available, off-the-shelf software) to which such Grantor is a party as of the date hereof. (ed) Except as set forth in EXHIBIT DEXHIBITS A, B and C, none of the Intellectual Property owned by such Grantor is the subject of any material licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisorfranchisor as of the date hereof. (fe) All IP Collateral owned by such Grantor is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens non-exclusive licenses of Intellectual Property granted in favor the ordinary course of the Collateral Agentbusiness. (gf) Such Grantor owns, or is licensed to use, all Intellectual Property reasonably necessary for the conduct of its business as currently conducted. No claim has been asserted and is pending by any Person challenging or questioning the use by such Grantor of any of its Intellectual Property, or the validity or effectiveness of any of its Intellectual Property, that could reasonably be expected to have a Material Adverse Effect. The use by such Grantor of the Intellectual Property does not infringe the rights of any Person in any material respect. No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual Property or Licenses in any respect that could reasonably be expected to have a Material Adverse Effect on the business or the property of such GrantorEffect. (hg) Within thirty (30) days after the end of each Fiscal Quarter of each Fiscal Year, such Such Grantor shall give the Collateral Agent Agent, concurrently with the delivery of the financial statements referred to in Sections 6.01(a), (b) and (c)(ii) of the Loan Agreement, written notice (notice, with reasonable detail) of any of , following the following occurring with the preceding Fiscal Quarter: (i) Such Grantor’s filing applications for registration of, being issued a registration in or receiving an issuance of any Intellectual Property, or otherwise acquiring ownership of any registered Intellectual Property (other than the acquisition by such Grantor of the right to sell products containing the trademarks of others in the ordinary course occurrence of such Grantor’s business). knowing, or having reason to know, (iiA) The filing and acceptance of a statement of use or an amendment to allege use in connection with any of such Grantor’s intent-to-use Trademark applications. (iii) Such Grantor’s entering into any new Licenses with respect to the Intellectual Property material to the operation of such Grantor’s business. (iv) Such Grantor’s knowing that any application or registration relating to any Intellectual Property material to the operation of such Grantor’s business could reasonably be expected to, other than as provided in Section 3 abovemay, become forfeited, abandoned or dedicated to the public (other than at the end of any non-renewable statutory term)public, or (B) of any adverse dispositive determination or development (including, without limitation, the institution of, or any such dispositive determination or development in, any proceeding in the PTO, the Copyright Office or any court or tribunal) regarding such Grantor’s ownership of, or the validity or enforceability of, or enforceability of any Intellectual Property material to the operation of such Grantor’s business or such Grantor’s right to register the same or to own and maintain the same, except, in each case, where such forfeiture, abandonment, dedication, determination, development, or proceeding could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. In addition to any representations The Grantors represent and warranties contained in any other Collateral Documents, each Grantor represents and warrants warrant that: (a) 4.1 EXHIBIT A is a true, correct and complete list of all United States Patents and Canadian Copyright registrations and applications for the registration of Copyrights Patent Licenses owned by such Grantorthe Grantors as of the date hereof. (b) 4.2 EXHIBIT B is a true, correct and complete list of all United States Trademarks and Canadian Patents and Patent applications Trademark Licenses owned by such Grantor. (c) EXHIBIT C is a true, correct and complete list of all United States and Canadian Trademark registrations and applications owned by such Grantor. (d) EXHIBIT D is a true, correct and complete list of all Licenses relating to Intellectual Property material to the operation of such Grantor’s business (other than Licenses relating to commercially available, off-the-shelf software) to which such Grantor is a party Grantors as of the date hereof. (e) 4.3 Except as set forth in EXHIBIT DEXHIBITS A and B, none of the Intellectual Property owned by such Grantor is the subject of any licensing or franchise agreement pursuant to which such any Grantor is the licensor or franchisor. (f) 4.4 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent. (g) 4.5 Each Grantor owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No material claim has been asserted and is pending by any Person challenging or questioning the use by any Grantor of any of the Intellectual Property owned by any Grantor or the validity or effectiveness of any of the Intellectual Property owned by any Grantor, nor does any Grantor know of any valid basis for any such claim, except as otherwise set forth in the Credit Agreement. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person in any material respect. No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such any Grantor’s rights in, any Intellectual Property or Licenses in any respect that could reasonably be expected to have a Material Adverse Effect on the business or the property of such any Grantor. (h) Within thirty (30) days after the end of each Fiscal Quarter of each Fiscal Year, such Grantor 4.6 The Grantors shall give the Collateral Agent written notice (with reasonable detail) within ten (10) days following the occurrence of any of the following occurring with the preceding Fiscal Quarterfollowing: (ia) Such Grantor’s The Grantors’ obtaining rights to, and filing applications for registration of, being issued a registration in or receiving an issuance of any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the acquisition by such Grantor of the Grantors’ right to sell products containing the trademarks of others in the ordinary course of such Grantor’s the Grantors’ business). (iib) The filing and acceptance Grantors’ becoming entitled to the benefit of a statement any registered Intellectual Property whether as licensee or licensor (other than the Grantors’ right to sell products containing the trademarks of use or an amendment to allege use others in connection with any the ordinary course of such Grantor’s intent-to-use Trademark applicationsthe Grantors’ business). (iiic) Such Grantor’s The Grantors’ entering into any new Licenses with respect to the Intellectual Property material to the operation of such Grantor’s businessLicenses. (ivd) Such Grantor’s The Grantors’ knowing or having reason to know, that any application or registration relating to any material Intellectual Property material to the operation of such Grantor’s business could reasonably be expected to, other than as provided in Section 3 above, may become forfeited, abandoned or dedicated to the public (other than at the end of any non-renewable statutory term)public, or of any adverse dispositive determination or development (including, without limitation, the institution of, or any such dispositive determination or development in, any proceeding in the PTO, the Copyright Office PTO or any court or tribunal) regarding such Grantor’s the Grantors’ ownership of, or the validity of, or enforceability of any material Intellectual Property material to or the operation of such Grantor’s business or such Grantor’s Grantors’ right to register the same or to own and maintain the same.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. In addition to any representations The Grantors represent and warranties contained in any other Collateral Documents, each Grantor represents and warrants warrant that: (a) EXHIBIT 4.1 Exhibit A is a true, correct and complete list of all United States registered Copyrights and Canadian material Copyright registrations and applications for the registration of Copyrights Licenses owned by such Grantorthe Grantors as of the date hereof. (b) EXHIBIT 4.2 Exhibit B is a true, correct and complete list of all United States registered or applied for Patents, and Canadian Patents and material Patent applications Licenses owned by such Grantorthe Grantors as of the date hereof. (c) EXHIBIT 4.3 Exhibit C is a true, correct and complete list of all United States registered or applied for Trademarks and Canadian material Trademark registrations and applications Licenses owned by such Grantor. (d) EXHIBIT D is a true, correct and complete list of all Licenses relating to Intellectual Property material to the operation of such Grantor’s business (other than Licenses relating to commercially available, off-the-shelf software) to which such Grantor is a party Grantors as of the date hereof. (e) 4.4 Except as set forth in EXHIBIT DExhibits A, B and C, none of the Intellectual Property owned by set forth on such Grantor exhibits is the subject of any licensing or franchise agreement pursuant to which such any Grantor is the licensor or franchisorfranchisor as of the date hereof. (f) 4.5 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances Encumbrances. 4.6 Each Grantor owns or is licensed to use, all trademarks, trade names, copyrights, patents and Liens other intellectual property material to its business, except for those which the failure to own or license could not reasonably be expected to result in favor a Material Adverse Effect, and the use thereof by the Grantor does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Collateral Agent. (g) No Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person, except for such infringements that would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Grantors, no holding, decision or judgment has been rendered by any Governmental Authority which would limit, limit or cancel or question the validity of, or such any Grantor’s rights in, any Intellectual Property or Licenses in any respect that could reasonably be expected to have a Material Adverse Effect on the business or the property of such GrantorEffect. (h) Within thirty (30) days after the end of each Fiscal Quarter of each Fiscal Year, such Grantor 4.7 The Grantors shall give the Collateral Agent written notice (with reasonable detail) concurrently with the delivery of its financial statements as required under the Indenture following the occurrence of any of the following occurring with the preceding Fiscal Quarterfollowing: (ia) Such Grantor’s The Grantors’ obtaining the registration of or filing applications for registration of, being issued a registration in or receiving an issuance of any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the acquisition by such Grantor of the Grantors’ right to sell products containing the trademarks of others in the ordinary course of such Grantor’s the Grantors’ business). (iib) The filing and acceptance Grantors’ becoming entitled to the benefit of a statement any registered Intellectual Property whether as licensee or licensor (other than the Grantors’ right to sell products containing the trademarks of use or an amendment to allege use others in connection with any the ordinary course of such Grantor’s intent-to-use Trademark applicationsthe Grantors’ business). (iiic) Such Grantor’s entering into any new Licenses with respect to the Intellectual Property material to the operation of such Grantor’s business. (iv) Such Grantor’s The Grantors’ knowing that any application or registration relating to any Necessary Intellectual Property material to the operation of such Grantor’s business could reasonably be expected to, other than as provided in Section 3 above, may become forfeited, abandoned or dedicated to the public (other than at the end of any non-renewable statutory term)public, or of any adverse dispositive determination or development (including, without limitation, the institution of, or any such dispositive determination or development in, any opposition or cancellation proceeding in the PTO, the Copyright Office or any court or tribunaltribunal against Grantors) regarding such Grantor’s the Grantors’ ownership of, or the validity of, or enforceability of any Necessary Intellectual Property material to or the operation of such Grantor’s business or such Grantor’s Grantors’ right to register the same or to own and maintain the same.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. In addition to any representations and warranties contained in any of the other Collateral Transaction Documents (other than the Prior Debt Documents, but only to the extent amended or otherwise modified by the other Transaction Documents), each Grantor represents and warrants that: (ai) EXHIBIT A is a true, correct and complete list of all United States and Canadian Copyright registrations and applications for the registration of Copyrights owned by each Grantor and all Copyright Licenses to which such GrantorGrantor is a party as of the date hereof. (bii) EXHIBIT B is a true, correct and complete list of all United States and Canadian Patents and Patent applications owned by each Grantor and all Patent Licenses to which such GrantorGrantor is a party as of the date hereof. (ciii) EXHIBIT C is a true, correct and complete list of all United States and Canadian Trademark registrations and applications owned by such Grantor. (d) EXHIBIT D is a true, correct each Grantor and complete list of all Trademark Licenses relating to Intellectual Property material to the operation of such Grantor’s business (other than Licenses relating to commercially available, off-the-shelf software) to which such Grantor is a party as of the date hereof. (eiv) Except as set forth in EXHIBIT DEXHIBITS A, B and C, none of the Intellectual Property IP Collateral owned by such a Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisorfranchisor as of the date hereof. (fv) All The Grantors shall not transfer or otherwise encumber any interest in the IP Collateral isCollateral, and shall remainexcept for (i) non-exclusive licenses granted by a Grantor in the ordinary course of business, free and clear of all Liens, encumbrancesas set forth in this Agreement, or security interests in favor of any Person, other than (ii) Permitted Encumbrances and Liens in favor of the Collateral AgentLiens. (gvi) Each Grantor owns, or is licensed to use, all IP Collateral in connection with the conduct of its business. No claim has been asserted and is pending by any person challenging or questioning the use by a Grantor of any of its IP Collateral, or the validity or effectiveness of any of its IP Collateral. Each Grantor considers that the use by such Grantor of the IP Collateral does not infringe the rights of any person in any material respect. No holding, decision or judgment has been rendered by any Governmental Authority governmental authority which would limit, cancel or question the validity of, or such a Grantor’s rights in, any Intellectual Property or Licenses IP Collateral in any respect that could reasonably be expected to have a Material Adverse Effect on the business or the property of such Grantormaterial respect. (hvii) Within thirty Performance of this Agreement does not conflict with or result in a breach of any material agreement to which any Grantor is bound. (30viii) days after the end of each Fiscal Quarter of each Fiscal Year, such Each Grantor shall give the Collateral Agent Secured Party prompt written notice (notice, with reasonable detail) , following the occurrence of any of the following occurring with the preceding Fiscal Quarterfollowing: (iA) Such Each Grantor’s filing applications for registration ofobtaining rights to, or being issued a registration in or receiving an issuance of of, any Intellectual Propertynew IP Collateral, or otherwise acquiring ownership of any registered Intellectual Property IP Collateral (other than the acquisition by such a Grantor of the right to sell products containing the trademarks of others in the ordinary course of such Grantor’s business). (iiB) The filing Each Grantor’s becoming entitled to the benefit of any registered IP Collateral whether as licensee or licensor (other than commercially available off the shelf computer programs, products or applications and acceptance a Grantor’s right to sell products containing the trademarks of a statement of use or an amendment to allege use others in connection with any the ordinary course of such Grantor’s intent-to-use Trademark applicationsbusiness). (iiiC) Such Each Grantor’s entering into any new Licenses with respect to the Intellectual Property material IP Collateral (other than commercially available off the shelf computer programs, products or applications and a Grantor’s right to sell products containing the operation trademarks of others in the ordinary course of such Grantor’s business). (ivD) Such Each Grantor’s knowing knowing, or having reason to know, that any application or registration relating to any Intellectual Property material to the operation of such Grantor’s business could reasonably be expected toIP Collateral may, other than as provided in Section 3 above, become forfeited, abandoned or dedicated to the public (other than at the end of any non-renewable statutory term)public, or of any adverse dispositive determination or development (including, without limitation, the institution of, or any such dispositive determination or development in, any proceeding in the PTO, the Copyright Office or any court or tribunal) regarding such a Grantor’s ownership of, or the validity or enforceability of, or enforceability of any Intellectual Property material to the operation of such Grantor’s business IP Collateral or such Grantor’s right to register the same or to own and maintain the same.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. In addition to any representations and warranties contained in any of the other Collateral Loan Documents, each Grantor represents and warrants that: (a) EXHIBIT A is a true, correct and complete list of all United States and Canadian Copyright registrations and applications for the registration of Copyrights owned by such GrantorGrantor and all Copyright Licenses to which such Grantor is a party as of the date hereof. (b) EXHIBIT B is a true, correct and complete list of all United States and Canadian Patents and Patent applications owned by such GrantorGrantor and all Patent Licenses to which such Grantor is a party as of the date hereof. (c) EXHIBIT C is a true, correct and complete list of all United States and Canadian Trademark registrations and applications Trademarks owned by such Grantor. (d) EXHIBIT D is a true, correct Grantor and complete list of all Trademark Licenses relating to Intellectual Property material to the operation of such Grantor’s business (other than Licenses relating to commercially available, off-the-shelf software) to which such Grantor is a party as of the date hereof. (ed) Except as set forth in EXHIBIT DEXHIBITS A, B and C, none of the Intellectual Property owned by such Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisorfranchisor as of the date hereof. (fe) All IP Collateral owned by such Grantor is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral AgentEncumbrances. (gf) Such Grantor owns, or is licensed to use, all Intellectual Property reasonably necessary for the conduct of its business as currently conducted. No claim has been asserted and is pending by any Person challenging or questioning the use by such Grantor of any of its Intellectual Property, or the validity or effectiveness of any of its Intellectual Property, that could reasonably be expected to have a Material Adverse Effect. Such Grantor considers that the use by such Grantor of the Intellectual Property does not infringe the rights of any Person in any material respect. No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual Property or Licenses in any respect that could reasonably be expected to have a Material Adverse Effect on the business or the property of such GrantorEffect. (hg) Within thirty (30) days after the end of each Fiscal Quarter of each Fiscal Year, such Such Grantor shall give the Collateral Agent prompt written notice (notice, with reasonable detail) , following the occurrence of any of the following occurring with the preceding Fiscal Quarterfollowing: (i) Such Grantor’s obtaining rights to, and filing applications for registration of, being issued a registration in or receiving an issuance of any new Intellectual Property, or otherwise acquiring ownership of any registered Intellectual Property (other than the acquisition by such Grantor of the right to sell products containing the trademarks of others in the ordinary course of such Grantor’s business). (ii) The filing Such Grantor’s becoming entitled to the benefit of any registered Intellectual Property whether as licensee or licensor (other than commercially available off the shelf computer programs, products or applications and acceptance such Grantor’s right to sell products containing the trademarks of a statement of use or an amendment to allege use others in connection with any the ordinary course of such Grantor’s intent-to-use Trademark applicationsbusiness). (iii) Such Grantor’s entering into any new Licenses with respect to the Intellectual Property material (other than commercially available off the shelf computer programs, products or applications and such Grantor’s right to sell products containing the operation trademarks of others in the ordinary course of such Grantor’s business). (iv) Such Grantor’s knowing knowing, or having reason to know, that any application or registration relating to any Intellectual Property material to the operation of such Grantor’s business could reasonably be expected tomay, other than as provided in Section SECTION 3 above, become forfeited, abandoned or dedicated to the public (other than at the end of any non-renewable statutory term)public, or of any adverse dispositive determination or development (including, without limitation, the institution of, or any such dispositive determination or development in, any proceeding in the PTO, the Copyright Office or any court or tribunal) regarding such Grantor’s ownership of, or the validity or enforceability of, or enforceability of any Intellectual Property material to the operation of such Grantor’s business or such Grantor’s right to register the same or to own and maintain the same.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. In addition to any representations and warranties contained in any other Collateral Documents, each The Grantor represents and warrants that, except as disclosed in or pursuant to the Loan Agreement: (a) EXHIBIT A is a true, correct and complete list of all United States Copyrights and Canadian Copyright registrations and applications for the registration of Copyrights Licenses owned by such Grantorthe Grantor as of the date hereof. (b) EXHIBIT B is a true, correct and complete list of all United States and Canadian Patents and Patent applications Licenses owned by such Grantorthe Grantor as of the date hereof. (c) EXHIBIT C is a true, correct and complete list of all United States Trademarks and Canadian Trademark registrations and applications Licenses owned by such Grantor. (d) EXHIBIT D is a true, correct and complete list of all Licenses relating to Intellectual Property material to the operation of such Grantor’s business (other than Licenses relating to commercially available, off-the-shelf software) to which such Grantor is a party as of the date hereof. (ed) Except as set forth in EXHIBIT DEXHIBITS A, B and C, none of the Intellectual Property owned by such Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisor. (fe) All IP Collateral is, and shall remain, free and clear of all Liensliens, encumbrancesEncumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens liens in favor of the Collateral AgentLender. (gf) No material claim has been asserted and is pending by any Person challenging or questioning the use by Grantor of any of its Intellectual Property or the validity or effectiveness of any of its Intellectual Property, nor does Grantor know of any valid basis for any such claim, except as otherwise set forth in the Loan Agreement. No holding, decision or judgment has been rendered by any Governmental Authority governmental authority which would limit, cancel or question the validity of, or such of Grantor’s rights in, any Intellectual Property or Licenses in any respect that could reasonably be expected to have result in a Material Adverse Effect Change on the business or the property of such Grantor. (hg) Within thirty (30) days after the end of each Fiscal Quarter of each Fiscal Year, such The Grantor shall give the Collateral Agent Lender written notice (with reasonable detail) within ten (10) days following the occurrence of any of the following occurring with the preceding Fiscal Quarterfollowing: (i) Such The Grantor’s obtaining rights to, and filing applications for registration of, being issued a registration in or receiving an issuance of any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the acquisition by such Grantor of the Grantor’s right to sell products containing the trademarks of others in the ordinary course of such the Grantor’s business). (ii) The filing and acceptance of a statement of use or an amendment to allege use in connection with any of such Grantor’s intent-to-use Trademark applicationsbecoming entitled to the benefit of any registered Intellectual Property whether as licensee or licensor (other than the Grantor’s right to sell products containing the trademarks of others in the ordinary course of the Grantor’s business). (iii) Such The Grantor’s entering into any new outbound Licenses or any material inbound Licenses other than Licenses for the use of tradenames or trademarks in connection with respect to selling goods or otherwise in the Intellectual Property material to the operation ordinary course of such Grantor’s business. (iv) Such The Grantor’s knowing that any application or registration relating to any Intellectual Property material to the operation of such Grantor’s business could reasonably be expected to, other than as provided in Section 3 above, may become forfeited, abandoned or dedicated to the public (other than at the end of any non-renewable statutory term)public, or of any adverse dispositive determination or development (including, without limitation, the institution of, or any such dispositive determination or development in, any proceeding in the PTO, the Copyright Office or any court or tribunal) regarding such the Grantor’s ownership of, or the validity of, or enforceability of any Intellectual Property material to or the operation of such Grantor’s business or such Grantor’s right to register the same or to own and maintain the same.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. In addition to any representations and warranties contained in any of the other Collateral Loan Documents, each Grantor represents and warrants that: (a) EXHIBIT A is a true, correct and complete list of all United States and Canadian Copyright registrations and applications for the registration of Copyrights owned by such GrantorGrantor (which list includes all material Copyrights), applications of such Grantor for registered Copyrights (which list includes all applications for material Copyrights) and all material Copyright Licenses to which such Grantor is a party as of the date hereof. (b) EXHIBIT B is a true, correct and complete list of all United States and Canadian Patents and Patent applications owned by such Grantor, applications of such Grantor for registered Patents and all material Patent Licenses to which such Grantor is a party as of the date hereof. (c) EXHIBIT C is a true, correct and complete list of all United States and Canadian Trademark registrations and applications Trademarks owned by such Grantor. (d) EXHIBIT D is a true, correct and complete list of all Licenses relating to Intellectual Property material to the operation applications of such Grantor’s business (other than Grantor for registered Trademarks and all material Trademark Licenses relating to commercially available, off-the-shelf software) to which such Grantor is a party as of the date hereof. (ed) Except as set forth in EXHIBIT DEXHIBITS A, B and C, none of the Intellectual Property owned by such Grantor is the subject of any material licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisorfranchisor as of the date hereof. (fe) All IP Collateral owned by such Grantor is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens non-exclusive licenses of Intellectual Property granted in favor the ordinary course of the Collateral Agentbusiness. (gf) Such Grantor owns, or is licensed to use, all Intellectual Property reasonably necessary for the conduct of its business as currently conducted. No claim has been asserted and is pending by any Person challenging or questioning the use by such Grantor of any of its Intellectual Property, or the validity or effectiveness of any of its Intellectual Property, that could reasonably be expected to have a Material Adverse Effect. The use by such Grantor of the Intellectual Property does not infringe the rights of any Person in any material respect. No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such Grantor’s rights in, any Intellectual Property or Licenses in any respect that could reasonably be expected to have a Material Adverse Effect on the business or the property of such GrantorEffect. (hg) Within thirty (30) days after the end of each Fiscal Quarter of each Fiscal Year, such Such Grantor shall give the Collateral Agent Agent, concurrently with the delivery of the financial statements referred to in Sections 6.01(a), (b) and (c)(ii) of the Credit Agreement, written notice (notice, with reasonable detail) of any of , following the following occurring with the preceding Fiscal Quarter: (i) Such Grantor’s filing applications for registration of, being issued a registration in or receiving an issuance of any Intellectual Property, or otherwise acquiring ownership of any registered Intellectual Property (other than the acquisition by such Grantor of the right to sell products containing the trademarks of others in the ordinary course occurrence of such Grantor’s business). knowing, or having reason to know, (iiA) The filing and acceptance of a statement of use or an amendment to allege use in connection with any of such Grantor’s intent-to-use Trademark applications. (iii) Such Grantor’s entering into any new Licenses with respect to the Intellectual Property material to the operation of such Grantor’s business. (iv) Such Grantor’s knowing that any application or registration relating to any Intellectual Property material to the operation of such Grantor’s business could reasonably be expected to, other than as provided in Section 3 abovemay, become forfeited, abandoned or dedicated to the public (other than at the end of any non-renewable statutory term)public, or (B) of any adverse dispositive determination or development (including, without limitation, the institution of, or any such dispositive determination or development in, any proceeding in the PTO, the Copyright Office or any court or tribunal) regarding such Grantor’s ownership of, or the validity or enforceability of, or enforceability of any Intellectual Property material to the operation of such Grantor’s business or such Grantor’s right to register the same or to own and maintain the same, except, in each case, where such forfeiture, abandonment, dedication, determination, development, or proceeding could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. In addition to any representations The Grantors represent and warranties contained in any other Collateral Documents, each Grantor represents and warrants warrant that: (a) EXHIBIT A is a true, correct and complete list of all United States Copyrights and Canadian Copyright registrations and applications for the registration of Copyrights Licenses owned by such Grantorthe Grantors as of the date hereof. (b) EXHIBIT B is a true, correct and complete list of all United States and Canadian Patents and Patent applications Licenses owned by such Grantorthe Grantors as of the date hereof. (c) EXHIBIT C is a true, correct and complete list of all United States Trademarks and Canadian Trademark registrations and applications Licenses owned by such Grantor. (d) EXHIBIT D is a true, correct and complete list of all Licenses relating to Intellectual Property material to the operation of such Grantor’s business (other than Licenses relating to commercially available, off-the-shelf software) to which such Grantor is a party Grantors as of the date hereof. (ed) Except as set forth in EXHIBIT DEXHIBITS A, B and C, none of the Intellectual Property owned by such Grantor is the subject of any licensing or franchise agreement pursuant to which such any Grantor is the licensor or franchisor. (fe) All IP Collateral owned by the Grantors is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent. (gf) Each Grantor owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No material claim has been asserted and is pending by any Person challenging or questioning the use by any Grantor of any of the Intellectual Property owned by any Grantor or the validity or effectiveness of any of the Intellectual Property owned by any Grantor, nor does any Grantor know of any valid basis for any such claim, except as otherwise set forth in the Credit Agreement. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person in any material respect. No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such any Grantor’s rights in, any Intellectual Property or Licenses in any respect that could reasonably be expected to have a Material Adverse Effect on the business or the property of such any Grantor. (hg) Within thirty (30) days after the end of each Fiscal Quarter of each Fiscal Year, such Grantor The Grantors shall give the Collateral Agent written notice (with reasonable detail) within twenty (20) days following the occurrence of any of the following occurring with the preceding Fiscal Quarterfollowing: (i) Such Grantor’s The Grantors’ obtaining rights to, and filing applications for registration of, being issued a registration in or receiving an issuance of any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the acquisition by such Grantor of the Grantors’ right to sell products containing the trademarks of others in the ordinary course of such Grantor’s the Grantors’ business). (ii) The filing and acceptance Grantors’ becoming entitled to the benefit of a statement any registered Intellectual Property whether as licensee or licensor (other than the Grantors’ right to sell products containing the trademarks of use or an amendment to allege use others in connection with any the ordinary course of such Grantor’s intent-to-use Trademark applicationsthe Grantors’ business). (iii) Such Grantor’s The Grantors’ entering into any new Licenses with respect to the Intellectual Property material to the operation of such Grantor’s businessLicenses. (iv) Such Grantor’s The Grantors’ knowing or having reason to know, that any application or registration relating to any material Intellectual Property material to the operation of such Grantor’s business could reasonably be expected to, other than as provided in Section 3 above, may become forfeited, abandoned or dedicated to the public (other than at the end of any non-renewable statutory term)public, or of any adverse dispositive determination or development (including, without limitation, the institution of, or any such dispositive determination or development in, any proceeding in the PTO, the Copyright Office or any court or tribunal) regarding such Grantor’s the Grantors’ ownership of, or the validity of, or enforceability of any material Intellectual Property material to or the operation of such Grantor’s business or such Grantor’s Grantors’ right to register the same or to own and maintain the same.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. In addition to any representations The Grantors represent and warranties contained in any other Collateral Documents, each Grantor represents and warrants warrant that: (a) 4.1 EXHIBIT A is a true, correct and complete list of all United States Patents and Canadian Copyright registrations and applications for the registration of Copyrights Patent Licenses owned by such Grantorthe Grantors as of the date hereof. (b) 4.2 EXHIBIT B is a true, correct and complete list of all United States Trademarks and Canadian Patents and Patent applications Trademark Licenses owned by such Grantor. (c) EXHIBIT C is a true, correct and complete list of all United States and Canadian Trademark registrations and applications owned by such Grantor. (d) EXHIBIT D is a true, correct and complete list of all Licenses relating to Intellectual Property material to the operation of such Grantor’s business (other than Licenses relating to commercially available, off-the-shelf software) to which such Grantor is a party Grantors as of the date hereof. (e) 4.3 Except as set forth in EXHIBIT DEXHIBITS A and B, none of the Intellectual Property owned by such Grantor is the subject of any licensing or franchise agreement pursuant to which such any Grantor is the licensor or franchisor. (f) 4.4 All IP Collateral is, and shall remain, free and clear of all Liens, encumbrances, or security interests in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral Agent. (g) 4.5 Each Grantor owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No material claim has been asserted and is pending by any Person challenging or questioning the use by any Grantor of any of the Intellectual Property owned by any Grantor or the validity or effectiveness of any of the Intellectual Property owned by any Grantor, nor does any Grantor know of any valid basis for any such claim, except as otherwise set forth in the Credit Agreement. To the knowledge of the Grantors, the use by the Grantors of the Intellectual Property does not infringe the rights of any Person in any material respect. No holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity of, or such any Grantor’s 's rights in, any Intellectual Property or Licenses in any respect that could reasonably be expected to have a Material Adverse Effect on the business or the property of such any Grantor. (h) Within thirty (30) days after the end of each Fiscal Quarter of each Fiscal Year, such Grantor 4.6 The Grantors shall give the Collateral Agent written notice (with reasonable detail) within ten (10) days following the occurrence of any of the following occurring with the preceding Fiscal Quarterfollowing: (ia) Such Grantor’s The Grantors' obtaining rights to, and filing applications for registration of, being issued a registration in or receiving an issuance of any new Intellectual Property, or otherwise acquiring ownership of any newly registered Intellectual Property (other than the acquisition by such Grantor of the Grantors' right to sell products containing the trademarks of others in the ordinary course of such Grantor’s the Grantors' business). (iib) The filing and acceptance Grantors' becoming entitled to the benefit of a statement any registered Intellectual Property whether as licensee or licensor (other than the Grantors' right to sell products containing the trademarks of use or an amendment to allege use others in connection with any the ordinary course of such Grantor’s intent-to-use Trademark applicationsthe Grantors' business). (iiic) Such Grantor’s The Grantors' entering into any new Licenses with respect to the Intellectual Property material to the operation of such Grantor’s businessLicenses. (ivd) Such Grantor’s The Grantors' knowing or having reason to know, that any application or registration relating to any material Intellectual Property material to the operation of such Grantor’s business could reasonably be expected to, other than as provided in Section 3 above, may become forfeited, abandoned or dedicated to the public (other than at the end of any non-renewable statutory term)public, or of any adverse dispositive determination or development (including, without limitation, the institution of, or any such dispositive determination or development in, any proceeding in the PTO, the Copyright Office PTO or any court or tribunal) regarding such Grantor’s the Grantors' ownership of, or the validity of, or enforceability of any material Intellectual Property material to or the operation of such Grantor’s business or such Grantor’s Grantors' right to register the same or to own and maintain the same.

GRANTOR'S REPRESENTATIONS AND WARRANTIES. In addition to any representations and warranties contained in any of the other Collateral DocumentsLoan Instruments, each Grantor represents and warrants that: (ai) EXHIBIT A is a true, correct and complete list of all United States and Canadian Copyright registrations and applications for the registration of Copyrights owned by each Grantor and all Copyright Licenses to which such GrantorGrantor is a party as of the date hereof. (bii) EXHIBIT B is a true, correct and complete list of all United States and Canadian Patents and Patent applications owned by each Grantor and all Patent Licenses to which such GrantorGrantor is a party as of the date hereof. (ciii) EXHIBIT C is a true, correct and complete list of all United States and Canadian Trademark registrations and applications owned by such Grantor. (d) EXHIBIT D is a true, correct each Grantor and complete list of all Trademark Licenses relating to Intellectual Property material to the operation of such Grantor’s business (other than Licenses relating to commercially available, off-the-shelf software) to which such Grantor is a party as of the date hereof. (eiv) Except as set forth in EXHIBIT DEXHIBITS A, B and C, none of the Intellectual Property IP Collateral owned by such a Grantor is the subject of any licensing or franchise agreement pursuant to which such Grantor is the licensor or franchisorfranchisor as of the date hereof. (fv) All The Grantors shall not transfer or otherwise encumber any interest in the IP Collateral isCollateral, and shall remain, free and clear of all Liens, encumbrances, or security interests except as expressly permitted in favor of any Person, other than Permitted Encumbrances and Liens in favor of the Collateral AgentForbearance Agreement. (gvi) Each Grantor owns, or is licensed to use, all IP Collateral in connection with the conduct of its business. Except as expressly set forth in the Forbearance Agreement, no claim has been asserted and is pending by any person challenging or questioning the use by a Grantor of any of its IP Collateral, or the validity or effectiveness of any of its IP Collateral. Each Grantor considers that the use by such Grantor of the IP Collateral does not infringe the rights of any person in any material respect. No holding, decision or judgment has been rendered by any Governmental Authority governmental authority which would limit, cancel or question the validity of, or such a Grantor’s rights in, any Intellectual Property or Licenses IP Collateral in any respect that could reasonably be expected to have a Material Adverse Effect on the business or the property of such Grantormaterial respect. (hvii) Within thirty Performance of this Agreement does not conflict with or result in a breach of any material agreement to which any Grantor is bound. (30viii) days after the end of each Fiscal Quarter of each Fiscal Year, such Each Grantor shall give the Collateral Agent Secured Party prompt written notice (notice, with reasonable detail) , following the occurrence of any of the following occurring with the preceding Fiscal Quarterfollowing: (iA) Such Each Grantor’s filing applications for registration ofobtaining rights to, or being issued a registration in or receiving an issuance of of, any Intellectual Propertynew IP Collateral, or otherwise acquiring ownership of any registered Intellectual Property IP Collateral (other than the acquisition by such a Grantor of the right to sell products containing the trademarks of others in the ordinary course of such Grantor’s business). (iiB) The filing Each Grantor’s becoming entitled to the benefit of any registered IP Collateral whether as licensee or licensor (other than commercially available off the shelf computer programs, products or applications and acceptance a Grantor’s right to sell products containing the trademarks of a statement of use or an amendment to allege use others in connection with any the ordinary course of such Grantor’s intent-to-use Trademark applicationsbusiness). (iiiC) Such Each Grantor’s entering into any new Licenses with respect to the Intellectual Property material IP Collateral (other than commercially available off the shelf computer programs, products or applications and a Grantor’s right to sell products containing the operation trademarks of others in the ordinary course of such Grantor’s business). (ivD) Such Each Grantor’s knowing knowing, or having reason to know, that any application or registration relating to any Intellectual Property material to the operation of such Grantor’s business could reasonably be expected toIP Collateral may, other than as provided in Section 3 above, become forfeited, abandoned or dedicated to the public (other than at the end of any non-renewable statutory term)public, or of any adverse dispositive determination or development (including, without limitation, the institution of, or any such dispositive determination or development in, any proceeding in the PTO, the Copyright Office or any court or tribunal) regarding such a Grantor’s ownership of, or the validity or enforceability of, or enforceability of any Intellectual Property material to the operation of such Grantor’s business IP Collateral or such Grantor’s right to register the same or to own and maintain the same.