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 xxxx 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 Xxxx 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 xxxx 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 Xxxx, 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 Xxxx and/or Domain NameXxxx, 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 xxxx 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 Xxxx and/or Domain NameXxxx, 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 xxxx 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 Xxxx and/or Domain NameName listed in Schedule 11(a) of the Perfection Certificate, 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 xxxx 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 Xxxx 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 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 xxxx 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 Xxxx, 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 Xxxx and/or Domain NameXxxx, 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 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 xxxx 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 Xxxx, 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 Xxxx and/or Domain NameXxxx, 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 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 xxxx 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 Xxxx 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 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 xxxx 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 Xxxx and/or Domain NameXxxx, 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 xxxx 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 Xxxx 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 xxxx or mark xx 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 Xxxx and/or Domain NameMark, and xxd 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 xxxx 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 Xxxx 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 trademarkmaterial Xxxx. Except as set forth on Annex D, service xxxx or trade name of any other Person other than as could notPart II, either individually or in the aggregate, 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 Xxxx 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 Xxxx 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 Xxxx, 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 Xxxx and/or Domain Nameowned 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 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 xxxx 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 Xxxx Mark 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 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 xxxx 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 Xxxx and/or Domain NameName listed in Annex I hereto, 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 xxxx 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 Xxxx 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 xxxx 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 Xxxx 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 Xxxx and/or Domain NameXxxx, and record the same.

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 xxxx 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 Xxxx 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 xxxx 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 Xxxx 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 xxxx or trade name Xxxx 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 Xxxx 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 xxxx 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 Xxxx, 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 Xxxx and/or Domain NameXxxx, 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 xxxx 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 Xxxx 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 xxxx or trade name Xxxx 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 Xxxx 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 xxxx 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 Xxxx 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 Xxxx and/or Domain NameXxxx, 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 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 xxxx or mark xx 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 Xxxx and/or Domain Name, and record the same.Office

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 xxxx 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 Xxxx and/or Domain NameXxxx, 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 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 xxxx 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 Xxxx and/or Domain NameXxxx, 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 xxxx mark or trade name of any other Person other than as could not, either eitxxx 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 Xxxx 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 xxxx 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 Xxxx Mark 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 xxxx 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 Xxxx 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 xxxx 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 Xxxx and/or Domain NameXxxx, 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 xxxx or mark xx 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 Xxxx and/or Domain NameMark, and xxd 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 xxxx or mark xx 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 Xxxx and/or Domain NameMark, and xxd 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 xxxx 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 Xxxx 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 present or contemplated business operations infringes or will infringe any trademark, service xxxx mxxx 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 Xxxx and/or Domain NameMxxx, 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 xxxx 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 Xxxx 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 xxxx 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 Xxxx and/or Domain NameXxxx, 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 xxxx or mark xx 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 Xxxx and/or Domain NameMark, and xxd 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 xxxx 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 Xxxx 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 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 xxxx mark or trade name of any other Person other than as could not, either individually xxxividually 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 Xxxxt 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 xxxxxxxx xxxxxxxxxx of all right, title and interest in each Xxxx 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 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 xxxx mxxx 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 Xxxx Mxxx 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 infringes or will infringe any trademark, service xxxx mxxx 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 Xxxx Mxxx 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 xxxx 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 Xxxx and/or Domain Name, and record the same.

Additional Representations and Warranties. Each Assignor Grantor represents and warrants that each of Annexes F, H and I, respectively, contains a complete and accurate list of all of the following, in each case constituting Collateral (a) federally registered Marks and applications therefor owned by each Grantor; (b) Domain Names registered in the name of each Grantor; (c) issued Patents and applications therefor owned by each Grantor; (d) registered Copyrights and applications therefor; and (e) exclusive registered Copyright licenses owned or held by each Grantor; in each case, but only to the extent applicable, indicating the owner, title or xxxx, application or registration number, and accompanying registration or application dates. Each Grantor represents and warrants that it is the true and lawful owner of or otherwise and has the right to Table of Contents use the Marks, Domain Names, Patents, Copyrights and exclusive registered Marks and Domain Names Copyright licenses listed in Annex Annexes F, H and 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 Grantor, except where any such Assignor owns failure to own or uses in connection with its business as of the date hereof. Each Assignor represents and warrants that it owns, is licensed have right 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 xxxx or trade name of any other Person other than as could notwould not reasonably be expected, either individually or in the aggregate, reasonably be expected to have result in 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 issuances listed in Annex Annexes F, H and I hereto are subsisting and that said 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 or issuances is invalid or unenforceable, and is not aware that there is any reason that any of said registrations or issuances is invalid or unenforceable, unenforceable and is not aware that there is any reason that any of said applications application for registration or issuance listed in Annex F, H and I will not mature into registrationsa registration or issuance. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to signTo each Grantor’s knowledge, upon the occurrence and during the continuance of an Event of Defaultno third party is infringing, misappropriating, or otherwise violating such Grantor’s rights in 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 rightXxxx, title and interest in each Xxxx and/or Domain Name, Patent, Copyright, exclusive registered Copyright license or Trade Secret constituting Collateral owned by such Grantor. Each Grantor agrees to prosecute diligently, in accordance with its reasonable business practices and record the samesuch Grantor’s reasonable business judgment, any Person infringing, misappropriating, or otherwise violating such Grantor’s rights in any Xxxx, Domain Name, Patent, Copyright, exclusive registered Copyright license, Trade Secret, or other intellectual property constituting Collateral in any manner that would reasonably be expected to have a Material Adverse Effect.

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 xxxx 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 Xxxx 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 Xxxx and/or Domain NameXxxx, 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 xxxx mark or trade name of any other Person other than as could not, either individually eithxx xndividually 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 Xxxx and/or Domain NameMark, 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 xxxx 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 axx xawful 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 Xxxx 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 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 xxxx mxxx 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 Xxxx Mxxx 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 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 Exhibit I 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 xxxx 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 Xxxx 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 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 xxxx mark or trade name of any other Person Xxxxon 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 Xxxx 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 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 xxxx 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 Xxxx 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 xxxx 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 xxxxants 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 Xxxx 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 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 xxxx 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 Xxxx and/or Domain Name, and record the same.

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 xxxx 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 Xxxx 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 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 xxxx mxxx 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 D 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 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 Xxxx and/or Domain NameMxxx, 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 xxxx 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 Xxxx 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.

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 xxxx mxxx 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 Xxxx Mxxx 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 xxxx 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 Xxxx and/or Domain NameXxxx, 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 xxxx 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 Xxxx 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 xxxx mark or trade name of any other Person other than as could not, either individually eithex xxdividually 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 Xxxx 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 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 xxxx or 223 mark xx 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 Xxxx and/or Domain NameMark, and xxd 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 registered in the United States Patent and Trademark Office registrations, and applications for registrations, of the Marks listed in Annex B attached hereto and that Annex B 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 and which are material in the conduct of the date hereofsuch Assignor's business. Each Assignor represents and warrants that except with respect to those licensed marks set forth in Annex B, 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 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 trademarkMark. Except as set forth xx Annex B, service xxxx 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 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 C 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 or applications for registration with respect to a Mark is invalid or unenforceable, and unenforcexxxx or is not aware that there is any reason that any of said registrations or applications for registration with respect to a Mark 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 Xxxx and/or Domain Name, and record the sameunenforcexxxx.

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 xxxx mxxx 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 Xxxx and/or Domain NameMxxx, 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 xxxx 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 Xxxx 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 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 xxxx 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 Xxxx and/or Domain Name, and record the same, such appointment as attorney is coupled with an interest.

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 xxxx 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 Xxxx 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 xxxx 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 Xxxx 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 Xxxx and/or Domain NameXxxx, 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 xxxx 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 Xxxx and/or Domain NameXxxx, 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 xxxx mark or trade name of any other Person other than as could not, either individually eithex xxdividually 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 Xxxx 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 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 xxxx 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 Xxxx 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 xxxx mxxx 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 Xxxx Mxxx 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 's present or contemplated business operations infringes or will infringe any trademark, service xxxx mark or trade name of any other Person other than as could not, either eitxxx 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 Xxxx 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 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 xxxx 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 Xxxx and/or Domain NameXxxx, 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 xxxx 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 Xxxx and/or Domain NameXxxx, 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 xxxx 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 Xxxx 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 's present or contemplated business operations infringes or will infringe any trademark, service xxxx mark or trade name of any other Person other than as could not, either eitxxx 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 Xxxx 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 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 xxxx mark or trade name of any other Person other than as could not, either eitxxx 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 Xxxx 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 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 xxxx 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 Xxxx and/or Domain NameXxxx, 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 xxxx 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 Xxxx 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 xxxx or mark xx 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 Xxxx and/or Domain NameMark, and xxd 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 xxxx mark or trade name of in any other Person other than as respect wxxxx 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 Exxx 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 Xxxx 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 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 xxxx 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 Xxxx 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 xxxx mark or trade name of in any other Person other than as respect which could not, either individually or in the aggregate, reasonably reasoxxxxy 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 Sxxxxdination 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 Xxxx and/or Domain NameMark, and record the same.