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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or uses. Except as set forth on Annex X to the Credit Agreement, each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and Copyright, and to record the same.

Additional Representations and Warranties. Each Assignor represents This Indenture creates a valid and warrants that it continuing “security interest” (as defined in the Relevant UCC) in the Receivables in favor of the Indenture Trustee, which security interest is prior to all other Liens and is enforceable as such as against creditors of and purchasers from the true and lawful owner of or otherwise Issuer. With respect to each Receivable, the Issuer has the right to use (i) taken all material United States and foreign trade secrets and proprietary information steps necessary to operate perfect its security interest against the business of related Obligor in the Assignor related Financed Vehicle. The Receivables constitute “tangible chattel paper” (as defined in the "Trade Secret Rights"Relevant UCC), (ii) the Patents listed in Annex E hereto for such Assignor . The Issuer owns and that said Patents constitute all the patents has good and applications for patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or uses. Except as set forth on Annex X marketable title to the Credit Agreement, each Assignor further warrants that it has no knowledge Receivables free and clear of any third party Lien, claim that or encumbrance of any aspect of such Assignor's present or contemplated business operations infringes Person. The Issuer has caused or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which cause prior to the Closing Date the filing of all appropriate financing statements in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest in United States Trademarks and Patents proper filing office in the form of Annex G hereto appropriate jurisdictions under applicable law necessary to perfect the security interest in the United States Patent and Trademark Office and Receivables granted to 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 Indenture Trustee under this Agreement, all filings, registrations and recordings necessary or appropriate to perfect Indenture. Other than the security interest granted to the Collateral Agent Indenture Trustee under the Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Receivables. The Issuer has not authorized the filing of and is not aware of any financing statements against the Seller, the Depositor or the Issuer that include a description of collateral covering the Receivables other than the financing statements relating to the security interests granted to the Depositor, the Issuer and the Indenture Trustee under the Transaction Documents or any financing statement that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Seller, the Depositor or the Issuer. All financing statements filed or to be filed against the Issuer in favor of the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees Indenture Trustee in connection herewith describing the Receivables contain a statement to execute such a Grant the following effect: “A purchase of Security Interest in United States Trademarks and Patents covering all right, title and or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee.” App. A Exhibit A-1 Form of Class A-1 Note UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH IN THE INDENTURE (AS DEFINED BELOW). THE OUTSTANDING PRINCIPAL BALANCE OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF. REGISTERED $[ ] NO. R-[__] CUSIP NO. 00000XXX0 CARMAX AUTO OWNER TRUST 2020-2 1.25179% CLASS A-1 ASSET-BACKED NOTE CarMax Auto Owner Trust 2020-2, a statutory trust organized and existing under the laws of the State of Delaware (herein referred to as the “Issuer”), for value received, hereby promises to pay to [ ], or its registered assigns, the principal sum of [ ] DOLLARS or such lesser amount payable on each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest Distribution Date in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the same. Each Assignor hereby grants an amount equal to the Collateral Agent an absolute power aggregate amount, if any, payable from the Note Payment Account in respect of attorney principal on the Class A-1 Notes pursuant to signSection 2.8 of the Indenture dated as of April 1, upon 2020 (as amended, supplemented or otherwise modified and in effect from time to time, the occurrence “Indenture”) between the Issuer and during Wilmington Trust, National Association, a national banking association, as Indenture Trustee (in such capacity, the continuance “Indenture Trustee”); provided, however, that, if not paid prior to such date, the unpaid principal amount of any Event this Class A-1 Note shall be due and payable on the earlier of Defaultthe May 2021 Distribution Date (the “Class A-1 Final Distribution Date”) and the Redemption Date, any document if any, pursuant to Section 10.1 of the Indenture. Capitalized terms used but not defined herein are defined in Article I of the Indenture, which may also contains rules as to construction that shall be required by applicable hereto. The Issuer shall pay interest on this Class A-1 Note at the United States Patent rate per annum shown above on each Distribution Date, until the principal of this Class A-1 Note is paid or made available for payment, on the principal amount of this Class A-1 Note outstanding on the preceding Distribution Date (after giving effect to all payments of principal made on such preceding Distribution Date), subject to certain limitations contained in Section 3.1 of the Indenture. Interest on this Class A-1 Note shall accrue for each Distribution Date from and Trademark Office (or 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 Patent and Copyright, and to record the same.including the

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 business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses as of the Restatement Effective Date and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesuses as of the Restatement Effective Date. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and Copyright, and to 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents registered Marks listed in Annex E D hereto for such Assignor Assignor, except with respect to the Marks listed under Section I of Annex D, and that said Patents constitute listed Marks include all the patents United States marks and applications for patents United States marks registered in the United States Patent and Trademark Office that such Assignor now presently owns or uses in connection with its business. Each Assignor represents and (iii) warrants that it owns, is licensed to use or otherwise has the Copyrights listed in Annex F hereto for such Assignor and right to use all Marks that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent trademark, service xxxx or trade name. Each Assignor represents and warrants that it is the beneficial and record owner of all trademark registrations and applications listed in Annex D hereto and designated as "owned" thereon and otherwise has the right to use all other trademark registrations and applications listed in Annex D hereto and, except for any copyright Xxxx which an Assignor determines, in its reasonable business judgment, will not have a material effect on the financial condition, business or property of such Assignor has misappropriated taken as a whole, that said registrations are valid, subsisting, have not been cancelled and that such Assignor is not aware of any trade secret third-party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or is not be reasonably expected aware that there is any reason that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said applications will not pass to have a Material Adverse Effectregistration. Each Assignor represents and warrants that upon the recordation of a Grant 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks Trademark and Patents covering all right, title and interest in each United States Patent Xxxx, and the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightXxxx, and to 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents Marks listed in Annex E D hereto for such Assignor and that said Patents listed Marks constitute all Marks registered in the patents United States Patent and applications for patents Trademark Office or the equivalent thereof in any foreign country that such Assignor presently owns and all unregistered Significant Marks that such Assignor now owns owns, licenses or uses and (iii) the Copyrights listed in Annex F hereto for products developed by such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesin connection with its business. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's ’s present or contemplated business operations infringes or will infringe any patent rights in any trademark, service xxxx or any copyright or trade name. Each Assignor represents and warrants that it is the beneficial and record owner of all trademark registrations and applications listed in Annex D hereto and that said registrations are valid, subsisting and have not been canceled and that such Assignor has misappropriated is not aware of any trade secret material third-party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or that there is any reason that any of said applications will not be reasonably expected pass to have a Material Adverse Effectregistration. Each Assignor represents and warrants that upon the recordation of a Grant 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks Trademark and Patents covering all right, title and interest in each United States Patent Xxxx, and the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightXxxx, 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 all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the such Assignor (the "Trade Secret Rights"), (ii) the Patents listed under such Assignor's name in Annex E attached hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights listed under such Assignor's name in Annex F hereto for such Assignor and attached hereto, that said Copyrights constitutes Patents constitute all registrations of copyrights the United States patents and applications for copyright registrations United States patents that such Assignor now owns and that said Copyrights constitute all the registered United States copyrights that such Assignor now owns. Each Assignor further represents and warrants that it has the exclusive right to use and practice under all Patents and Copyrights that it owns, uses or usespractices under and has the exclusive right to exclude others from using or practicing under any Patents its owns, uses or practices under. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it is has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims in a manner which in the aggregate could not be is reasonably expected likely to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant an assignment of security interest in United States Copyrights (each, an "Assignment of Security Interest in United States Copyrights Copyrights") in form and substance satisfactory to the Collateral Agent covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof in any foreign jurisdiction) or the United States U.S. 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 Patent 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents registered Marks listed in Annex E D hereto for such Assignor and that said Patents listed Marks constitute all the patents United States marks and applications for patents United States marks registered in the United States Patent and Trademark Office that such Assignor now presently owns or uses in connection with its business. Each Assignor represents and (iii) warrants that it owns, is licensed to use or otherwise has the Copyrights listed in Annex F hereto for such Assignor and right to use all Marks that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent trademark, service xxxx or any copyright trade name. 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 listed in Annex D hereto and that said registrations are valid, subsisting, have not been cancelled and that such Assignor has misappropriated is not aware of any trade secret third-party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or is not be reasonably expected aware that there is any reason that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said applications will not pass to have a Material Adverse Effectregistration. 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 and the recordation of a Grant of Security Interest in United States Copyrights Patents in the form of Annex H hereto in the United States Copyright 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 Lender in the United States Patents and United States Copyrights 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 Trademarks Trademark and a Grant of Security Interest in United States Patents covering all right, title and interest in each United States Patent Xxxx, and the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the same. Each Assignor hereby grants to the Collateral Agent Lender an absolute power of attorney to sign, upon the occurrence and during the continuance of any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and CopyrightXxxx, and to record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that that, as of the Initial Borrowing Date, it is the true true, lawful, sole and lawful exclusive 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 business Tractor Trailers of the such Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E J hereto for such Assignor and that said Patents listed Tractor Trailers constitute all the patents and applications for patents Tractor Trailers that such Assignor now presently owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or uses. Except as set forth on Annex X to the Credit Agreement, each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effectconnection with its business. Each Assignor represents and warrants that upon the recordation of a Grant security interest in favor of Security Interest in United States Trademarks the Collateral Agent on the certificate of title for each Tractor Trailer listed on Annex J (other than Excluded Unperfected Tractor Trailer Collateral) and Patents the filing of such certificates of title in the form of state or province specified for such Tractor Trailer on Annex G hereto J (which recordations have been made if this representation and warranty is being made no later than the 90th day following the Initial Borrowing Date or such later date as the Collateral Agent may decide in the 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 this Agreementits sole discretion), all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent for the benefit of the Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor, in the United States Patents case of Tractor Trailers and United States Copyrights rights therein owned or held by any Assignor which constitute Excluded Existing Senior Subordinated Secured Notes Collateral) in the Tractor Trailers listed on Annex J and covered by this Agreement under federal law (other than the Excluded Unperfected Tractor Trailer Collateral) will have been accomplished, and such security interests shall be perfected under applicable law. Each Assignor agrees to execute all documentation reasonably required to effect such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor recordations and to record cause the same, and to execute such a Grant filing of Security Interest in United States Copyrights covering all right, the relevant certificates of title and interest in each United States Copyright of such Assignor and to record with the sameappropriate state or provincial governmental agency. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any an Event of Default, any document which may be required by the United States Patent and Trademark Office (relevant governmental agency of any state or the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) province in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightTractor Trailer, and to record register 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents Marks listed in Annex E D hereto for such Assignor and that said Patents listed Marks constitute all the patents and applications for patents Marks that such Assignor now presently owns or uses in connection with its business and (iii) include all the Copyrights listed United States federal registrations or applications registered in Annex F hereto for such the United States Patent and Trademark Office. Each Assignor represents and warrants that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now it owns or otherwise has the right to use all Marks that it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge as of the Second Restatement Effective Date, of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent rights in any trademark, service mark or any copyright or trade name. Each Assignor represents and warrants that it is xxx beneficial and record owner of all trademark registrations and applications listed in Annex D hereto and that said registrations are valid, subsisting and have not been canceled and that such Assignor has misappropriated is not aware of any trade secret material third party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or that there is any reason that any of said applications will not be reasonably expected pass to have a Material Adverse Effectregistration. Each Assignor represents and warrants that upon the recordation of a Grant 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 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 Officexxx Xxxxxx Xxxxxx Xxxxxx xxx Xxxxxxxxx Xxxxxx, together with filings on Form UCC-1 pursuant xxxxxxxx xxxx xxxxxxx xx Xxxx XXX-0 xxxsuant 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 Patents and United States Copyrights Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks Trademark and Patents covering all right, title and interest in each United States Patent Mark, and the associated goodwill, of such Assignor Assignor, and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the samethx xxme. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any an Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightMark, and to 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 all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the such Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and (iii) the Copyrights listed in Annex F hereto, that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) that are necessary in the Copyrights listed in Annex F hereto for conduct of the business of such Assignor and that said such Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such the Assignor now owns and that are necessary in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has the exclusive right to use and practice under all Patents and Copyrights that it owns and has the exclusive right to exclude others from using or usespracticing under any Patents it owns. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that that, as of the Second Restatement Effective Date it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights in any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant 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 and the recordation of a Grant an Assignment 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Upon obtaining any Patent, each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and upon obtaining any Copyright, to execute such a Grant an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States U.S. Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and Copyright, and to 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 all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the such Assignor (the "Trade Secret Rights"'), (ii) the Patents listed in Annex E hereto for such Assignor and (iii) the Copyrights listed in Annex F hereto, that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) that are necessary in the Copyrights listed in Annex F hereto for conduct of the business of such Assignor and that said such Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such the Assignor now owns and that are necessary in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has the exclusive right to use and practice under all Patents and Copyrights that it owns, uses or usespractices under and has the exclusive right to exclude others from using or practicing under any Patents its owns, uses or practices under. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that that, as of the date hereof it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights in any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant 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 and the recordation of a Grant an Assignment 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States U.S. Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents registered Marks listed in Annex E D hereto for such Assignor and that said Patents listed Marks constitute all the patents United States marks and applications for patents United States marks registered in the PTO that such Assignor now presently owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesconnection with its business. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent trademark, service xxxx or any copyright trade name. 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 listed in Annex D hereto and that said registrations are valid, subsisting, have not been cancelled and that such Assignor has misappropriated is not aware of any trade secret third-party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or is not be reasonably expected aware that there is any reason that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said applications will not pass to have a Material Adverse Effectregistration. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights 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 Trademarks Trademark and Patents covering all right, title and interest in each United States Patent Xxxx, and the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and CopyrightXxxx, and to 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 all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the such Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and (iii) the Copyrights listed in Annex F hereto, that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) that are necessary in the Copyrights listed in Annex F hereto for conduct of the business of such Assignor and that said Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such the Assignor now owns and that are necessary in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has the exclusive right to use and practice under all Patents and Copyrights that it owns, uses or usespractices under and has the exclusive right to exclude others from using or practicing under any Patents its owns, uses or practices under. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that that, as of the date hereof, it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights in any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant an Assignment of Security Interest interest in United States Trademarks and Patents in the form of Annex G hereto in the United States Patent and Trademark Office and the recordation of a Grant an Assignment of Security Interest 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant an Assignment of Security Interest interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States U.S. Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents registered Marks listed in Annex E D hereto for such Assignor and that said Patents listed Marks constitute all the patents marks and applications for patents marks registered in the United States Patent and Trademark Office or the equivalent thereof in any foreign country that such Assignor now owns or uses in connection with its business as of the Restatement Effective Date. Each Assignor represents and (iii) warrants that it owns, is licensed to use or otherwise has the Copyrights listed in Annex F hereto for such Assignor and right to use all Marks that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent trademark, service xxxx or any copyright trade name. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all trademark registrations and applications listed in Annex D hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor has misappropriated is not aware of any trade secret third-party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or is not be reasonably expected aware that there is any reason that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said applications will not pass to have a Material Adverse Effectregistration. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights 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 Trademarks Trademark and Patents covering all right, title and interest in each United States Patent Xxxx, and the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) country in order to effect an absolute assignment of all the Assignor's right, title and interest in each Patent and CopyrightXxxx, and to record the same.

Additional Representations and Warranties. Each Assignor Grantor represents and warrants that as of the date hereof it is the true and lawful owner of or otherwise has the right to use use, in each case free and clear of any Liens, the Registered Intellectual Property Collateral listed in Annexes E, F and G hereto for such Grantor and that (i) the Marks listed in Annex E include materially all material United States marks and foreign trade secrets applications for United States marks registered in the United States Patent and proprietary information necessary to operate the Trademark Office that such Grantor owns or uses in connection with its business as of the Assignor (the "Trade Secret Rights")date hereof, (ii) the Patents listed in Annex E F hereto for such Assignor and that said Patents constitute Grantor include materially all the United States patents and applications for United States patents that such Assignor now Grantor owns or uses as of the date hereof and (iii) the Copyrights listed in Annex F G hereto for such Assignor Grantor constitute materially all the United States copyrights registered with the United States Copyright Office and applications to United States copyrights that such Grantor owns as of the date hereof, and that said Copyrights constitutes registrations are valid and subsisting, and enforceable, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. Each Grantor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all registrations of copyrights and applications for copyright registrations Registered Intellectual Property Collateral that such Assignor now owns it uses, other than as could not, either individually or usesin the aggregate, reasonably be expected to have a Material Adverse Effect. Except as set forth on Annex X to the Credit Agreement, each Assignor Each Grantor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's Grantor’s present or contemplated business operations infringes or will infringe any patent intellectual property of any other Person other than as could not, either individually or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not aggregate, reasonably be reasonably expected to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and Copyright, and to record the same.

Additional Representations and Warranties. Each Except as set forth in the Annexes attached hereto, each Assignor represents and warrants as of the date hereof that it is the true and lawful owner or licensee of or otherwise has the right to use all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights")Secrets, (ii) the Patents of such Assignor listed in Annex E attached hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights of such Assignor listed in Annex F attached hereto for such Assignor and that said Copyrights constitutes constitute all registrations of the registered copyrights and applications for copyright registrations that such Assignor now owns or usesowns. Except as set forth on Annex X to the Credit AgreementF, each Assignor further warrants as of the date hereof that it has no knowledge is not aware of any third party claim that any aspect of such Assignor's present ’s use of any patent or contemplated any copyright material to the operation of the Assignor’s business operations infringes or will infringe any material patent or any material copyright owned by or licensed to any third party or that such Assignor has misappropriated any trade secret material Trade Secret owned by or proprietary information, except those claims which in the aggregate could not be reasonably expected licensed to have a Material Adverse Effectany third party. Each Assignor represents and warrants that upon the recordation of a Grant 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 and the recordation of a Grant an Assignment 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Upon obtaining any Patent, each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and upon obtaining any registration of a Copyright, to execute such a Grant an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each such registered United States Copyright 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 any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States U.S. Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents Marks listed under its name in Annex E D attached hereto for such Assignor and that said Patents listed Marks constitute all the patents marks registered in the United States Patent and applications for patents Trademark Office that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesconnection with its business. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent trademark, service mark or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims tradename in a manner which in the aggregate could not be is reasonably expected likely to have a Material Xxxxrial Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant an assignment of security interest in United States Trademarks and Patents (each, an "Assignment of Security Interest in United States Trademarks and Patents Patents") in a form satisfactory to the form of Annex G hereto Collateral Agent in the 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 this Agreement, all filings, registrations and recordings necessary or appropriate appropriate, to the extent permitted by applicable law, to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent Mark, and the associated goodwill, of such Assignor Assignor, and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the xxx same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any an Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of 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 Patent and CopyrightMark, and to 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 all (i) all material United States and foreign trade secrets Trade Secrets Rights and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights")such Assignor, (ii) rights in the Patents of such Assignor listed in Annex E J hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses that are otherwise necessary in the conduct of the business of such Assignor, and (iii) rights in the Copyrights of such Assignor listed in Annex F hereto for such Assignor K hereto, and that said such Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesthat are otherwise necessary in the conduct of the business of such Assignor. Except as set forth on Annex X Each Assignor further represents and warrants that it has the right to use and practice under all Patents and Copyrights that it owns, uses or under which it practices and has the Credit Agreement, each right to exclude others from using or practicing under any Patents it owns. Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's ’s present or contemplated business operations infringes or will infringe any patent rights in any Patent or any copyright Copyright or that such Assignor has misappropriated any trade secret Trade Secret, Trade Secret Rights or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 L hereto in the 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 M hereto in the United States Copyright 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 Second-Lien Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Upon obtaining any Patent, each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and upon obtaining any Copyright, to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the same. 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 any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States U.S. Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightCopyright of such Assignor, as the case may be, and to 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business Tractor Trailers of the such Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Part A of Annex E I hereto for such Assignor and that said Patents listed Tractor Trailers constitute all the patents and applications for patents Tractor Trailers that such Assignor now presently owns or uses in connection with its business. Each Assignor represents and (iii) warrants that it is the Copyrights listed in Annex F hereto for true, lawful, sole and exclusive owner of the Tractor Trailers of such Assignor listed on Parts B and C of Annex I hereto and that said Copyrights constitutes listed Tractor Trailers constitute all registrations of copyrights and applications for copyright registrations the Tractor Trailers that such Assignor now owns or uses. Except in connection with its business as set forth on Annex X to of the Credit Agreement, each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse EffectSecond Restatement Effective Date. Each Assignor represents and warrants that upon the recordation of a Grant security interest in favor of Security Interest in United States Trademarks the Collateral Agent on the certificate of title for each Tractor Trailer listed on Parts B and Patents C of Annex I and the filing of such certificates of title in the form state or province specified for such Tractor Trailer on Parts B or C, as the case may be, of Annex G hereto I (which recordations have been made if this representation and warranty is being made (x) in the United States Patent and Trademark Office and the case of a recordation of a Grant certificate of Security Interest in United States Copyrights title for a Tractor Trailer listed on Part B of Annex I, on or prior to the Second Restatement Effective Date and (y) in the form case of a recordation of a certificate of the title for a Tractor Trailer listed on Part C of Annex H hereto in I, on or after the United States Copyright Office, together with filings on Form UCC-1 pursuant to this Agreement90th day following the Second Restatement Effective Date), all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent for the benefit of the Secured Creditors (excluding the Senior [Subordinated] Secured Notes Creditor, in the United States Patents case of Tractor Trailers and United States Copyrights rights therein owned or held by any Assignor which constitute Excluded Senior [Subordinated] Secured Notes Collateral) in the Tractor Trailers listed on Part B of Annex I and covered by this Agreement under federal law will have been accomplished, and such security interests shall be perfected under applicable law. Each Assignor agrees to execute all documentation reasonably required to effect such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor recordations and to record cause the same, and to execute such a Grant filing of Security Interest in United States Copyrights covering all right, the relevant certificates of title and interest in each United States Copyright of such Assignor and to record with the sameappropriate state or provincial governmental agency. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any an Event of Default, any document which may be required by the United States Patent and Trademark Office (relevant governmental agency of any state or the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) province in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightTractor Trailer, and to record register 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 business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the United States patents and applications for United States patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of United States copyrights and applications for United States include copyright registrations that such Assignor now owns or uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or of such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent 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 all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) all right, title and interest in and to the Patents listed in Annex E J hereto for such Assignor and that said Patents constitute include all the United States patents and applications for United States patents that such Assignor now owns or uses as of the date hereof and (iii) all right, title and interest in and to the registered Copyrights listed in Annex F K hereto for such Assignor and that said Copyrights constitutes include all registrations of the United States copyrights registered with the United States Copyright Office and applications for copyright registrations to United States copyrights that such Assignor now owns or usesas of the date hereof. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or of any copyright other Person or such Assignor has misappropriated any trade secret or proprietary informationinformation which, except those claims which either individually or in the aggregate aggregate, could not reasonably be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest Patents listed in United States Trademarks Annex J hereto are valid, subsisting, have not been canceled and Patents in the form of Annex G hereto in the 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of that such Assignor and to record the sameis not aware of any third-party claim that any of said Patents are invalid or unenforceable, and to execute such a Grant is not aware that there is any reason that any of Security Interest in United States Copyrights covering all rightsaid Patents are invalid or unenforceable, title and interest in each United States Copyright is not aware that there is any reason that any of such Assignor and to record the samesaid Patent applications will not mature into issued Patents. Each Assignor hereby grants to the First-Lien Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and or Copyright, and to record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the such Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E F hereto for such Assignor and (iii) the Copyrights listed in Annex G hereto, that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said such Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such Assignor now owns owns. Each Assignor further represents and warrants that it has the exclusive right to use and practice under all such Patents and Copyrights that it owns, uses or usespractices under. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has is aware of no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights of any third party in any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G H hereto in the United States Patent and Trademark Office and the recordation of a Grant an Assignment of Security Interest in United States Copyrights in the form of Annex H I hereto in the United States Copyright 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 Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States U.S. Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and Copyright, and to 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents Marks listed in Annex E D hereto for such Assignor and that said Patents listed Marks constitute all the patents Marks that such Assignor presently owns or uses in connection with its business (other than immaterial unregistered Marks) and applications for patents include all Marks registered in the United States Patent and Trademark Office or the equivalent thereof in any foreign country and all unregistered Marks (other than immaterial unregistered Marks) that such Assignor now owns owns, licenses or uses and (iii) the Copyrights listed in Annex F hereto for products developed by such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesin connection with its business. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or rights in any copyright or trademark, service mark xx trade name. Each Assignor represents and warrants that it is the beneficial and record owner of all trademark registrations and applications listed in Annex D hereto and designated as "owned" thereon and that said registrations are valid, subsisting and have not been canceled and that such Assignor has misappropriated is not aware of any trade secret material third-party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or that there is any reason that any of said applications will not be reasonably expected pass to have a Material Adverse Effectregistration. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the registered United States Patents and United States Copyrights 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 Trademarks Trademark and Patents covering all right, title and interest in each registered United States Patent Mark, xxd the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightMark, and to 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the United States patents and applications for United States patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of United States copyrights and applications for United States include copyright registrations that such Assignor now owns or uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or of such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 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 UCC-l 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 Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent 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 of, is licensed to or otherwise has the right to use all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E J hereto for such Assignor and that said Patents constitute include all the material United States patents and material applications for United States patents that such Assignor now owns or uses as of the date hereof and (iii) the Copyrights listed in Annex F K hereto for such Assignor and that said Copyrights constitutes include all registrations of the material United States copyrights registered with the United States Copyright Office and material applications for copyright registrations to United States copyrights that such Assignor now owns or uses. Except as set forth on Annex X of the date hereof, except to the Credit Agreementextent that the failure to own, each license or have such rights could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect. Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's ’s present or contemplated business operations infringes or will infringe any patent or copyright of any copyright other Person or such Assignor has misappropriated any trade secret or proprietary informationinformation which, except those claims which either individually or in the aggregate aggregate, could not reasonably be reasonably expected to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and or Copyright, and to record the same. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all patents, copyrights, trade secrets and proprietary information necessary to conduct their respective businesses, including, without limitation, all such Patents, Copyrights and Trade Secret Rights owned by the Company, except to the extent that the failure to own, license or have such rights could not reasonably be expected, either individually or in the aggregate, to have a Material Adverse Effect.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents registered Marks listed in Annex E D hereto for such Assignor and that said Patents listed Marks constitute all the patents United States marks and applications for patents United States marks registered in the PTO that such Assignor now presently owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesconnection with its business. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent trademark, service xxxx or any copyright trade name. 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 listed in Annex D hereto and that said registrations are valid, subsisting, have not been cancelled and that such Assignor has misappropriated is not aware of any trade secret third-party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or is not be reasonably expected aware that there is any reason that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said applications will not pass to have a Material Adverse Effectregistration. 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 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 UCC-l 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 Patents and United States Copyrights 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 Trademarks Trademark and Patents covering all right, title and interest in each United States Patent Xxxx, and the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and CopyrightXxxx, and to 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 all (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights")Rights of such Assignor, (ii) rights in the Patents of such Assignor listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses that are otherwise used, pursuant to a license or sublicense, in the conduct of the business of such Assignor and (iii) rights in the Copyrights of such Assignor listed in Annex F hereto for such Assignor hereto, and that said such Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such the Assignor now owns or that are otherwise used, pursuant to a license or sublicense, in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has the exclusive right (or, in the case of any Patents or Copyrights subject to an agreement which provides such right is non-exclusive, non-exclusive rights) to use and practice under all Patents and Copyrights that it owns, uses, pursuant to a license or sublicense, or under which it practices and has the exclusive right (or, in the case of Patent subject to an agreement which provides such right is non-exclusive, non-exclusive right) to exclude others from using or practicing under any Patents it owns, uses, pursuant to a license or sublicense, or under which it practices. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent rights in any Patent or any copyright Copyright or that such Assignor has misappropriated any trade secret Trade Secrets, Trade Secret Rights or other proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the registered United States Patents and registered 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 registered United States Trademarks and Patents covering all right, title and interest in each registered United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in registered United States Copyrights covering all right, title and interest in each registered United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each registered Patent and Copyrightregistered Copyright of such Assignor, as the case may be, 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such EXHIBIT G Page 11 Assignor and that said Patents constitute all the United States patents and applications for United States patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of United States copyrights and applications for United States include copyright registrations that such Assignor now owns or uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or of such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and Copyright, and to 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 all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the such Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and (iii) the Copyrights listed in Annex F hereto, that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) that are necessary in the Copyrights listed in Annex F hereto for conduct of the business of such Assignor and that said Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such the Assignor now owns and that are necessary in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has the exclusive right to use and practice under all Patents and Copyrights that it owns, uses or usespractices under and has the exclusive right to exclude others from using or practicing under any Patents its owns, uses or practices under. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that that, as of the date hereof, it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights in any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant 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 and the recordation of a Grant an Assignment 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States U.S. Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesowns. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 and the recordation of a Grant of Security Interest in United States Copyrights in the form of Annex H hereto in EXHIBIT G Page 11 the United States Copyright 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 Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents registered Marks listed in Annex E D hereto for such Assignor and that said Patents listed Marks constitute all the patents marks and applications for patents marks registered in the United States Patent and Trademark Office or the equivalent thereof in any foreign country that such Assignor now owns or uses in connection with its business as of the Effective Date. Each Assignor represents and (iii) warrants that it owns, is licensed to use or otherwise has the Copyrights listed in Annex F hereto for such Assignor and right to use all Marks that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present pre sent or contemplated business operations infringes or will infringe any patent trademark, service mark or any copyright trade name. Each Assignor represents and warrants that it xx xhe true and lawful owner of or otherwise has the right to use all trademark registrations and applications listed in Annex D hereto and that said registrations are valid, subsisting, have not been canceled and that such Assignor has misappropriated is not aware of any trade secret third-party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or is not be reasonably expected aware that there is any reason that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said applications will not pass to have a Material Adverse Effectregistration. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights 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 Trademarks Trademark and Patents covering all right, title and interest in each United States Patent Mark, and the associated goodwill, of such Assignor Assignor, and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the xxx same. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) country in order to effect an absolute assignment of all the Assignor's right, title and interest in each Patent and CopyrightMark, 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 all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) all right, title and interest in and to the Patents listed in Annex E J hereto for such Assignor and that said Patents constitute include all the United States patents and applications for United States patents that such Assignor now owns or uses as of the date hereof and (iii) all right, title and interest in and to the registered Copyrights listed in Annex F K hereto for such Assignor and that said Copyrights constitutes include all registrations of the United States copyrights registered with the United States Copyright Office and applications for copyright registrations to United States copyrights that such Assignor now owns or usesas of the date hereof. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's ’s present or contemplated business operations infringes or will infringe any patent or of any copyright other Person or such Assignor has misappropriated any trade secret or proprietary informationinformation which, except those claims which either individually or in the aggregate aggregate, could not reasonably be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest Patents listed in United States Trademarks Annex J hereto are valid, subsisting, have not been canceled and Patents in the form of Annex G hereto in the 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of that such Assignor and to record the sameis not aware of any third-party claim that any of said Patents are invalid or unenforceable, and to execute such a Grant is not aware that there is any reason that any of Security Interest in United States Copyrights covering all rightsaid Patents are invalid or unenforceable, title and interest in each United States Copyright is not aware that there is any reason that any of such Assignor and to record the samesaid Patent applications will not mature into issued Patents. Each Assignor hereby grants to the First-Lien Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and or Copyright, and to record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of the registered Marks listed in Annex D hereto for such Assignor and that said listed Marks constitute all the marks and applications for marks registered in the United States Patent and Trademark Office or the equivalent thereof in any foreign country that such Assignor presently owns. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and Marks that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or trademark, service mark xx trade name. Each Assignor represents and warrants that it is the true and lawful owner of all trademark registrations and applications listed in Annex D hereto and that said registrations are valid, subsisting, have not been cancelled and that such Assignor has misappropriated is not aware of any trade secret third-party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or is not be reasonably expected aware that there is any reason that any of said registrations is invalid or unenforceable, or is not aware that there is any reason that any of said applications will not pass to have a Material Adverse Effectregistration. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights 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 Trademarks Trademark and Patents covering all right, title and interest in each United States Patent Mark, xxd the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) country in order to effect an absolute assignment of all the Assignor's right, title and interest in each Patent and CopyrightMark, and to xxd 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 the United States Patent and Trademark Office registrations, and applications for registrations, of the Marks listed in Annex D, Part I attached hereto. Annex D lists or otherwise describes all 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 uses in connection with its business. Each Assignor represents and warrants as of the date hereof that the material registrations listed on Annex D Part I are valid, subsisting, have not been cancelled and that such Assignor is not aware of any third-party claim that any of said material registrations or applications for material registration with respect to a Mxxx is invalid or unenforceable or is not aware that there is any reason that any of said material registrations or applications for registration with respect to a Mxxx is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Assignor represents and warrants as of the date hereof that except with respect to those marks set forth in Annex D, Part II, it owns, or otherwise has the right to use (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and Marks that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants as of the date hereof that it has no knowledge is not aware of any third party claim claiming that any aspect of such Assignor's present or contemplated ’s use of a Mxxx material to the operation of the Assignor’s business operations infringes or will infringe violates in any patent or material respect any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effectproperty right of that party. Each Assignor represents and warrants that upon the recordation of a Grant 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all of such Assignor’s right, title and interest in each United States Patent Mxxx, and the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any a Noticed Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 such Assignor’s right, title and interest in each Patent and CopyrightUnited States Mxxx owned by an Assignor, and to 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 (i) all the material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents registered Marks listed in Annex E D hereto for such Assignor Assignor, and that said Patents constitute listed Marks include all the patents United States marks and applications for patents United States marks registered in the United States Patent and Trademark Office that such Assignor now presently owns or uses in connection with its business. Each Assignor represents and (iii) warrants that it owns, is licensed to use or otherwise has the Copyrights listed in Annex F hereto for such Assignor and right to use all material Marks that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe in any patent material respect any trademark, service mark or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effectname. Each Assignor represents and warrants that upon the xxx recordation of a Grant 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks Trademark and Patents covering all right, title and interest in each United States Patent Mark, and the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record recxxx 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 any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of 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 Patent and CopyrightMark, and to record the same.

Additional Representations and Warranties. Each Except as set forth in the Annexes attached hereto, each Assignor represents and warrants as of the date hereof that it is the true and lawful owner or licensee of or otherwise has the right to use all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights")Secrets, (ii) the Patents of such Assignor listed in Annex E attached hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights of such Assignor listed in Annex F attached hereto for such Assignor and that said Copyrights constitutes constitute all registrations of the registered copyrights and applications for copyright registrations that such Assignor now owns or usesowns. Except as set forth on Annex X to the Credit AgreementF, each Assignor further warrants as of the date hereof that it has no knowledge is not aware of any third party claim that any aspect of such Assignor's present ’s use of any patent or contemplated any copyright material to the operation of the Assignor’s business operations infringes or will infringe any material patent or any material copyright owned by or licensed to any third party or that such Assignor has misappropriated any trade secret material Trade Secret owned by or proprietary information, except those claims which in the aggregate could not be reasonably expected licensed to have a Material Adverse Effectany third party. Each Assignor represents and warrants that upon the recordation of a Grant 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 and the recordation of a Grant an Assignment 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Upon obtaining any Patent, each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents Patents, except to the extent the application therefor has been the subject of the delivery of a grant of security substantially the same as the form of Annex G or H hereto to the Collateral Agent, covering all right, title and interest in each United States Patent of such Assignor and to record deliver same to the sameCollateral Agent, and upon obtaining any registration of a Copyright, to execute such a Grant an Assignment of Security Interest in United States Copyrights Copyrights, except to the extent the application therefor has been the subject of the delivery of a grant of security substantially the same as the form of Annex G or H hereto to the Collateral Agent, covering all right, title and interest in each such registered United States Copyright of such Assignor and to record deliver same to the sameCollateral Agent. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States U.S. Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and Copyright, and to record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that as of the Second Restatement Effective Date it is the true true, lawful, sole and lawful exclusive owner of or otherwise has the right to use (i) all material United States the Marks and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights Domain Names listed in Annex F hereto for such Assignor and that said Copyrights constitutes listed Marks and Domain Names include all registrations of copyrights and the United States marks or applications for copyright registrations United States marks registered in the United States Patent and Trademark Office and all Domain Names that such Assignor now presently owns or uses in connection with its business as of the Second Restatement Effective Date. Each Assignor represents and warrants that it owns or otherwise has the right to use all material Marks and Domain Names that it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge knowledge, as of the Second Restatement Effective Date, of any material third party claim that any aspect of such Assignor's ’s present or contemplated business operations infringes or will infringe any patent rights in any trademark, service xxxx or trade name of any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effectother Person. Each Assignor represents and warrants that upon as of the recordation Second Restatement Effective Date it is the beneficial and record owner of a Grant of Security Interest in all United States Trademarks and Patents in the form of Annex G hereto in the 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 this Agreement, all filings, trademark registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent applications and Domain Name registrations listed in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of Annex F hereto for such Assignor and to record that as of the sameSecond Restatement Effective Date, other than as set forth on Annex F hereto, said registrations are valid, subsisting and to execute such a Grant of Security Interest in United States Copyrights covering all right, title have not been canceled and interest in each United States Copyright of that such Assignor and to record the sameis not aware of any material third party claim that any of said registrations is invalid or unenforceable. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightXxxx and/or Domain Name, and to record the samesame and upon request by Collateral Agent each Assignor agrees to execute and deliver a power of attorney in the form of Exhibit 4.1 hereto.

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 all (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights")Rights of such Assignor, (ii) rights in the Patents of such Assignor listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) rights in the Copyrights of such Assignor listed in Annex F hereto for such Assignor hereto, and that said such Copyrights constitutes include all registrations of copyrights and applications for copyright registrations that such the Assignor now owns. Each Assignor further represents and warrants that it has the right to use and practice under all Patents and Copyrights that it owns and has the exclusive right to exclude others from using or usespracticing under any Patents it owns. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's ’s present or contemplated business operations infringes or will infringe any patent rights in any Patent or any copyright Copyright or that such Assignor has misappropriated any trade secret Trade Secrets, Trade Secret Rights or other proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant 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 and the recordation of a Grant an Assignment 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States states Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightCopyright of such Assignor, as the case may be, 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 all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the United States patents and applications for United States patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes constitute all registrations of United States copyrights and applications for United States copyright registrations that such Assignor now owns or usesowns. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and Copyright, and to record the same.

Additional Representations and Warranties. Each Except as set forth in the Annexes attached hereto, each Assignor represents and warrants as of the date hereof that it is the true and lawful owner or licensee of or otherwise has the right to use all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents of such Assignor listed in Annex E attached hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights of such Assignor listed in Annex F attached hereto for such Assignor and that said Copyrights constitutes constitute all registrations of the registered copyrights and applications for copyright registrations that such Assignor now owns or usesowns. Except as set forth on Annex X to the Credit AgreementF, each Assignor further warrants as of the date hereof that it has is aware of no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any material patent or any material copyright or that such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effectmaterial Trade Secret Rights. Each Assignor represents and warrants that upon the recordation of a Grant 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 and the recordation of a Grant an Assignment 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Upon obtaining any Patent, each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and upon obtaining any registration of a Copyright, to execute such a Grant an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each such registered United States Copyright 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 any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States U.S. Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents Marks listed in Annex E hereto for such Assignor and that said Patents listed Marks constitute all the patents and applications for patents Marks that such Assignor now presently owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesconnection with its business. Except as set forth on Annex X E, each Assignor represents and warrants that it owns, is licensed to use or otherwise has the Credit Agreementright to use all Marks that it uses. Other than as set forth on Annex E, each Assignor further warrants that it has no knowledge as of the date hereof, of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or rights in any copyright or trademark, service mark xx trade name. Each Assignor represents and warrants that it is the beneficial and record owner of all U.S. and foreign trademark registrations and applications listed in Annex E hereto and that said registrations are valid, subsisting and have not been cancelled and that, other than as set forth on Annex E, such Assignor has misappropriated is not aware of any trade secret third-party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or that there is any reason that any of said applications will not be reasonably expected pass to have a Material Adverse Effectregistration. Each Assignor represents and warrants that upon the recordation of a Grant an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G H hereto in the 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks Trademark and Patents covering all right, title and interest in each United States Patent Mark, xxd the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any an Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or secretary of state or equivalent governmental agency of any State of the equivalent thereof United States or in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightMark, and to xxd 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 (i) all the material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents registered Marks listed in Annex E I hereto for such Assignor Assignor, and that said Patents constitute listed Marks include all the patents United States marks and applications for patents United States marks registered in the United States Patent and Trademark Office that such Assignor now presently owns or uses in connection with its business. Each Assignor represents and (iii) warrants that it owns, is licensed to use or otherwise has the Copyrights listed in Annex F hereto for such Assignor and right to use all material Marks that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe in any patent material respect any trademark, service mark or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effectname. Each Assignor represents and warrants that upon the upxx xhe recordation of a Grant of Security Interest in United States Trademarks and Patents in the form of Annex G L hereto in the 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights 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 Trademarks and Patents covering all right, title and interest in each United States Patent Mark, and the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record rexxxx 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 any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of 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 Patent and CopyrightMark, and to 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 all rights in (i) the material Patents listed in Annex E hereto for such Assignor and that said listed Patents constitute all the patents and applications for patents that such Assignor now owns and (ii) the material Copyrights listed in Annex F hereto for such Assignor and that said listed Copyrights constitute all material registrations of copyrights and applications for copyright registrations that such Assignor now owns. Each Assignor further represents and warrants that it is the true and lawful exclusive owner or licensee of all rights in all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"). Each Assignor further represents and warrants that it has the exclusive right to use and practice under all material Patents and material Copyrights that it owns, (ii) uses or practices under and has the exclusive right to exclude others from using or practicing under any material Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns it owns, uses or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usespractices under. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that that, as of the date hereof it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe in any material respect any rights in any patent or any copyright or such Assignor has misappropriated in any material respect any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant 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 and the recordation of a Grant an Assignment 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant an Assignment of Security Interest in registered United States Copyrights covering all right, title and interest in each registered United States Copyright 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 any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof in any foreign jurisdiction) or the United States U.S. 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 Patent and registered Copyright, and to record the same.

Additional Representations and Warranties. Each Assignor Debtor represents and ----------------------------------------- warrants that that, as of the Closing Date, it is the true and lawful license holder or owner of or otherwise has the right to use all rights in (i) all material United States Trade Secrets and foreign trade secrets and proprietary information Proprietary Information necessary to operate the business of the Assignor (the "Trade Secret Rights")Debtor, (ii) the Patents listed in Annex E Schedule IV hereto for such Assignor Debtor and that said Patents constitute all the patents and applications for patents that such Assignor now Debtor owns or uses on the date hereof and (iii) the Copyrights listed in Annex F Schedule V hereto for such Assignor Debtor and that said Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such Assignor now Debtor owns or useson the date hereof. Except Debtor further warrants that, except as set forth on Annex X to otherwise disclosed in writing by the Debtor under the Credit Agreement, each Assignor further warrants that it has no knowledge Knowledge of any third third-party claim that any aspect of such AssignorDebtor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor Debtor has misappropriated any trade secret Trade Secret or proprietary information, except those claims Proprietary Information which in the aggregate claim could not reasonably be reasonably expected to have result in a Material Adverse Effect. Each Assignor Debtor represents and warrants that upon the recordation of a Grant the Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G Exhibit II hereto in the United States Patent and Trademark Office and the recordation filing of a Grant the Assignment of Security Interest in United States Copyrights in the form of Annex H attached hereto as Exhibit III in the United States Copyright Office, together with filings on Form UCC-1 UCC-l pursuant to this AgreementAgreement will be effective, all filingsunder federal law, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent Secured Party in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplishedAgreement. Each Assignor Debtor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant an Assignment of Security Interest in United States Copyrights covering all right, title in the form attached hereto as Exhibit III and interest in each United States Copyright of such Assignor and to record the same. 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 any an Event of Default, any document which may be required (including, without limitation, those required by the United States Patent and Trademark Office (or the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdictionOffice) in order to effect (subject to Article VI) an absolute assignment of all right, title and interest in each Patent and Copyright, and to record the same.

Additional Representations and Warranties. Each Except as set forth in the Annexes attached hereto, each Assignor represents and warrants as of the date hereof that it is the true and lawful owner or licensee of or otherwise has the right to use all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents of such Assignor listed in Annex E attached hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights of such Assignor listed in Annex F attached hereto for such Assignor and that said Copyrights constitutes constitute all registrations of the registered copyrights and applications for copyright registrations that such Assignor now owns or usesowns. Except as set forth on Annex X to the Credit AgreementF, each Assignor further warrants as of the date hereof that it has is aware of no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any material patent or any material copyright or that such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effectmaterial Trade Secret Rights. Each Assignor represents and warrants that upon the recordation of a Grant 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 and the recordation of a Grant an Assignment 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Upon obtaining any Patent, each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and upon obtaining any registration of a Copyright, to execute such a Grant an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each such registered United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and Copyright, and to record the same.Event

Additional Representations and Warranties. Each Assignor Debtor represents and ----------------------------------------- warrants that that, as of the Closing Date, it is the true and lawful exclusive owner of all right, title and interest in and to or otherwise has the right to use (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents registered Marks listed in Annex E Schedule III hereto for such Assignor Debtor and that said Patents listed Marks constitute all the patents marks and applications for patents marks registered in the United States Patent and Trademark Office that such Assignor now Debtor presently owns or uses in connection with its business. Debtor represents and (iii) the Copyrights listed in Annex F hereto for such Assignor and warrants that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now it owns or is licensed to use all of the Marks that it uses. Except as set forth on Annex X to the Credit Agreement, each Assignor Debtor further warrants that it has no knowledge Knowledge of any third third-party claim that any aspect of such AssignorDebtor's present or contemplated business operations infringes or will infringe any patent trademark, service xxxx or trade name in any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims respect which in the aggregate could not reasonably be reasonably expected to have lead to a Material Adverse Effect. Each Assignor Debtor represents and warrants that upon it is the beneficial and record owner of all registrations and applications listed in Schedule III hereto and that said registrations are valid, subsisting and have not been cancelled, and that Debtor has no Knowledge of any third-party claim that any of said registrations is invalid or unenforceable in any material respect. Debtor represents and warrants that the recordation of a Grant the Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G Exhibit I hereto in the 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 UCC-l pursuant to this AgreementAgreement will be effective, all filingsunder federal law, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent Secured Party in the United States Patents and United States Copyrights Marks covered by this Agreement under federal law will have been accomplishedAgreement. Each Assignor Debtor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title in the form attached hereto as Exhibit I and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the same. 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 any an Event of Default, any document which may be required (including, without limitation, those required by the United States Patent and Trademark Office (or the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdictionOffice) in order to effect (subject to Article VI) an absolute assignment of all right, title and interest in each Patent and CopyrightXxxx, and to 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 all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iiiii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such Assignor now owns owns. Each Assignor further represents and warrants that it is the true and lawful exclusive owner or useslicensee of all rights in all United States trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"). Except as set forth on Annex X Each Assignor further represents and warrants that it has the exclusive right to use and practice under all Patents and Copyrights that it owns, uses or practices under and has the Credit Agreementexclusive right to exclude others from using or practicing under any Patents its owns, each uses or practices under. Each Assignor further warrants that that, as of the date hereof it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights in any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant 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 and the recordation of a Grant an Assignment 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States U.S. Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and Copyright, and to record the same.

Additional Representations and Warranties. Each Assignor Debtor represents and warrants that it is the true true, lawful, sole and lawful exclusive owner of or otherwise has the right to use the Marks and Domain Names listed in Annex D hereto and that said listed Marks and Domain Names (i) constitute all material United States the Marks and foreign trade secrets Domain Names that such Debtor presently owns or uses in connection with its business and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute include all the patents Marks and applications for patents Marks registered in the United States Patent and Trademark Office (or the equivalent thereof in any foreign country), all material unregistered Marks that such Assignor Debtor now owns, licenses or uses in connection with its business on the date hereof and all Domain Names that such Debtor owns or uses and (iii) in connection with its business on the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesdate hereof. Except as set forth on Annex X to the Credit Agreement, each Assignor Each Debtor further warrants that it has no knowledge knowledge, as of the date hereof, of any material third party claim that any aspect of such Assignor's Debtor’s present or contemplated business operations infringes or will infringe any patent rights in any trademark, service xxxx or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effectname. Each Assignor Debtor represents and warrants that it is the beneficial and record owner of all trademark registrations and applications listed in Annex D hereto and designated as “owned” thereon and that said registrations are valid, subsisting and have not been canceled and that such Debtor is not aware of any material third party claim that any of said registrations is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Debtor represents and warrants that upon the recordation of a Grant an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G L hereto in the 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights Marks covered by this Agreement under federal law will have been accomplished. Each Assignor Debtor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent Xxxx, and the associated goodwill, of such Assignor and to record the sameDebtor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the same. Each Assignor Debtor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any an Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightXxxx and/or Domain Name, and to 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights Marks listed in Annex F hereto for such Assignor and that said Copyrights constitutes listed Marks constitute all registrations of copyrights and applications for copyright registrations the Marks that such Assignor now presently owns or uses in connection with its business. Each Assignor represents and warrants that it owns or is licensed to use all Marks that it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge as of the date hereof, of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent rights in any trademark, service xxxx or any copyright or trade name. Each Assignor represents and warrants that it is the beneficial and record owner of all U.S. and foreign trademark registrations and applications listed in Annex F hereto and that said registrations are valid, subsisting and have not been cancelled and that, such Assignor has misappropriated is not aware of any trade secret third-party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or that there is any reason that any of said applications will not be reasonably expected pass to have a Material Adverse Effectregistration. Each Assignor represents and warrants that upon the recordation of a Grant 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 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 this Agreement, all filings, filings registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the sameXxxx, and to execute such a Grant the associated goodwill of Security Interest in United States Copyrights covering all rightthe Assignor, title and interest in each United States Copyright 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 any an Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or secretary of state or equivalent governmental agency of any State of the equivalent thereof United States or in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightXxxx, and to 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 all (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights")Rights of such Assignor, (ii) rights in the Patents of such Assignor listed in Annex E G hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses that are otherwise used, pursuant to a license or sublicense, in the conduct of the business of such Assignor and (iii) rights in the Copyrights of such Assignor listed in Annex F hereto for such Assignor H hereto, and that said such Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such the Assignor now owns or that are otherwise used, pursuant to a license or sublicense, in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has the exclusive right (or, in the case of any Patents or Copyrights subject to an agreement which provides such right is non-exclusive, non-exclusive rights), in all material respects, to use and practice under all material Patents and Copyrights that it owns, uses, pursuant to a license or sublicense, or under which it practices and has the exclusive right (or, in the case of Patent subject to an agreement which provides such right is non-exclusive, non-exclusive right), in all material respects, to exclude others from using or practicing under any Patents it owns, uses, pursuant to a license or sublicense, or under which it practices. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent rights in any Patent or any copyright Copyright or that such Assignor has misappropriated any trade secret Trade Secrets, Trade Secret Rights or other proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 J hereto in the 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 K hereto in the United States Copyright 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 registered United States Patents and registered 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 registered United States Trademarks and Patents covering all right, title and interest in each registered United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in registered United States Copyrights covering all right, title and interest in each registered United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each registered Patent and Copyrightregistered Copyright of such Assignor, as the case may be, and to record the same.

Additional Representations and Warranties. Each Assignor Debtor represents and warrants that it is the true true, lawful, sole and lawful exclusive owner of or otherwise has the right to use the Marks and Domain Names listed in Schedule 5.17 of the Credit Agreement and that said listed Marks and Domain Names (i) constitute all material United States the Marks and foreign trade secrets Domain Names that such Debtor presently owns or uses in connection with its business and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute include all the patents Marks and applications for patents Marks registered in the United States Patent and Trademark Office (or the equivalent thereof in any foreign country), all material unregistered Marks that such Assignor Debtor now owns, licenses or uses in connection with its business on the date hereof and all Domain Names that such Debtor owns or uses and (iii) in connection with its business on the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesdate hereof. Except as set forth on Annex X to the Credit Agreement, each Assignor Each Debtor further warrants that it has no knowledge knowledge, as of the date hereof, of any material third party claim that any aspect of such Assignor's Debtor’s present or contemplated business operations infringes or will infringe any patent rights in any trademark, service xxxx or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effectname. Each Assignor Debtor represents and warrants that it is the beneficial and record owner of all trademark registrations and applications listed in Schedule 5.17 of the Credit Agreement and designated as “owned” thereon and that said registrations are valid, subsisting and have not been canceled and that such Debtor is not aware of any material third party claim that any of said registrations is invalid or unenforceable, or that there is any reason that any of said applications will not pass to registration. Each Debtor represents and warrants that upon the recordation of a Grant an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G A hereto in the 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights Marks covered by this Agreement under federal law will have been accomplished. Each Assignor Debtor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent Xxxx, and the associated goodwill, of such Assignor and to record the sameDebtor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the same. Each Assignor Debtor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any an Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightXxxx and/or Domain Name, and to 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 rights to use all rights in (i) all material United States and foreign trade secrets and proprietary information necessary Trade Secret Rights the loss of which could reasonably be expected to operate the business of the Assignor have an Material Adverse Effect (the "“Material Trade Secret Rights"”), (ii) the Patents listed in Annex E J hereto for such Assignor and that said Patents constitute include all the United States patents and applications for United States patents that such Assignor now owns or uses as of the date hereof and (iii) the material registered Copyrights listed in Annex F K hereto for such Assignor and that said Copyrights constitutes include all registrations of the United States copyrights registered with the United States Copyright Office and applications for copyright registrations to United States copyrights that such Assignor now owns 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 Patents, the loss of which could reasonably be expected to have a Material Adverse Effect (the “Material Patents”) and Copyrights the loss of which could reasonably be expected to have a Material Adverse Effect (the “Material Copyrights”) that it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's ’s present or contemplated business operations infringes or will infringe any patent or of any copyright other Person or such Assignor has misappropriated any trade secret or proprietary informationinformation which, except those claims which either individually or in the aggregate aggregate, could not reasonably be reasonably expected to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the same. Each Assignor hereby grants to the Collateral Agent PBGC an absolute power of attorney to sign, exercisable upon the occurrence and during the continuance of any Event of Default, to sign any document which may be required by the United States Patent and Trademark Office (or 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 Material Patent and or Material Copyright, and to 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 all (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights")Rights of such Assignor, (ii) rights in the Patents of such Assignor listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses that are otherwise used, pursuant to a license or sublicense, in the conduct of the business of such Assignor and (iii) rights in the Copyrights of such Assignor listed in Annex F hereto for such Assignor hereto, and that said such Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such the Assignor now owns or that are otherwise used, pursuant to a license or sublicense, in the conduct of the business of such Assignor. Each Assignor further represents and warrants that it has the exclusive right (or, in the case of any Patents or Copyrights subject to an agreement which provides such right is non-exclusive, non-exclusive rights), in all material respects, to use and practice under all material Patents and Copyrights that it owns, uses, pursuant to a license or sublicense, or under which it practices and has the exclusive right (or, in the case of Patent subject to an agreement which provides such right is non-exclusive, non-exclusive right), in all material respects, to exclude others from using or practicing under any Patents it owns, uses, pursuant to a license or sublicense, or under which it practices. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent rights in any Patent or any copyright Copyright or that such Assignor has misappropriated any trade secret Trade Secrets, Trade Secret Rights or other proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the registered United States Patents and registered 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 registered United States Trademarks and Patents covering all right, title and interest in each registered United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in registered United States Copyrights covering all right, title and interest in each registered United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each registered Patent and Copyrightregistered Copyright of such Assignor, as the case may be, and to 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents Marks listed in Annex E D hereto for such Assignor and that said Patents listed Marks constitute all the patents Marks that such Assignor presently owns or uses in connection with its business (other than immaterial unregistered Marks) and applications for patents include all Marks registered in the United States Patent and Trademark Office or the equivalent thereof in any foreign country and all unregistered Marks (other than immaterial unregistered Marks) that such Assignor now owns owns, licenses or uses and (iii) the Copyrights listed in Annex F hereto for products developed by such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesin connection with its business. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent rights in any trademark, service xxxx or any copyright or trade name. Each Assignor represents and warrants that it is the beneficial and record owner of all trademark registrations and applications listed in Annex D hereto and designated as "owned" thereon and that said registrations are valid, subsisting and have not been canceled and that such Assignor has misappropriated is not aware of any trade secret material third-party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or that there is any reason that any of said applications will not be reasonably expected pass to have a Material Adverse Effectregistration. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the registered United States Patents and United States Copyrights 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 Trademarks Trademark and Patents covering all right, title and interest in each registered United States Patent Xxxx, and the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightXxxx, 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the United States patents and applications for United States patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of United States copyrights and applications for United States include copyright registrations that such Assignor now owns or uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or of such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and Copyright, and to record the same.

Additional Representations and Warranties. Each The Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) all right, title and interest in and to the Patents listed in Annex E J hereto for such the Assignor and that said Patents constitute include all the United States patents and applications for United States patents that such the Assignor now owns or uses as of the date hereof and (iii) all right, title and interest in and to the registered Copyrights listed in Annex F K hereto for such the Assignor and that said Copyrights constitutes include all registrations of the United States copyrights registered with the United States Copyright Office and applications for copyright registrations to United States copyrights that such the Assignor now owns or usesas of the date hereof. Except as set forth on Annex X to the Credit Agreement, each The Assignor further warrants that it has no knowledge of any third party claim that any aspect of such the Assignor's present or contemplated business operations infringes or will infringe any patent of any other Person or any copyright or such the Assignor has misappropriated any trade secret or proprietary informationinformation which, except those claims which either individually or in the aggregate aggregate, could not reasonably be reasonably expected to have a Material Adverse Effect. Each The Assignor represents and warrants that upon the recordation Patents listed in Annex J hereto are valid, subsisting, have not been canceled and that the Assignor is not aware of a Grant any third-party claim that any of Security Interest in United States Trademarks and said Patents in the form of Annex G hereto in the 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 this Agreement, all filings, registrations and recordings necessary are invalid or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the sameunenforceable, and to execute such a Grant is not aware that there is any reason that any of Security Interest in United States Copyrights covering all rightsaid Patents are invalid or unenforceable, title and interest in each United States Copyright is not aware that there is any reason that any of such Assignor and to record the samesaid Patent applications will not mature into issued Patents. Each The Assignor hereby grants to the Third-Lien Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and or Copyright, and to 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights Marks listed in Annex F hereto for such Assignor and that said Copyrights constitutes listed Marks constitute all registrations of copyrights the Marks that such Assignor presently owns or uses in connection with its business (other than immaterial unregistered Marks) and applications for copyright registrations include all Marks registered in the United States Patent and Trademark Office or the equivalent thereof in any foreign country and all unregistered Marks (other than immaterial unregistered Marks) that such Assignor now owns owns, licenses or uses for products developed by such Assignor in connection with its business. Each Assignor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Marks that it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent rights in any trademark, service xxxx or any copyright or trade name. Each Assignor represents and warrants that it is the beneficial and record owner of all trademark registrations and applications listed in Annex F hereto and designated as "owned" thereon and that said registrations are valid, subsisting and have not been canceled and that such Assignor has misappropriated is not aware of any trade secret material third-party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or that there is any reason that any of said applications will not be reasonably expected pass to have a Material Adverse Effectregistration. 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 I hereto in the 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the registered United States Patents and United States Copyrights 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 Trademarks and Patents Trademark covering all right, title and interest in each registered United States Patent Xxxx, and the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightXxxx, and to record the same.

Additional Representations and Warranties. Each Assignor Debtor represents and warrants that it is the true and lawful exclusive owner of or otherwise has the right to use all (i) all material United States and foreign trade secrets Trade Secrets Rights and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights")such Debtor, (ii) rights in the Patents of such Debtor listed in Annex E hereto for such Assignor Schedule 5.17 of the Credit Agreement and that said Patents constitute all the patents and applications for patents that such Assignor Debtor now owns or uses that are otherwise necessary in the conduct of the business of such Debtor, and (iii) rights in the Copyrights of such Debtor listed in Annex F hereto for such Assignor Schedule 5.17 of the Credit Agreement, and that said such Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such Assignor Debtor now owns or usesthat are otherwise necessary in the conduct of the business of such Debtor. Except as set forth on Annex X Each Debtor further represents and warrants that it has the right to use and practice under all Patents and Copyrights that it owns, uses or under which it practices and has the Credit Agreement, each Assignor right to exclude others from using or practicing under any Patents it owns. Each Debtor further warrants that it has no knowledge as of the date hereof, of any material third party claim that any aspect of such Assignor's Debtor’s present or contemplated business operations infringes or will infringe any patent rights in any Patent or any copyright Copyright or that such Assignor Debtor has misappropriated any trade secret Trade Secret, Trade Secret Rights or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor Debtor represents and warrants that upon the recordation of a Grant an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G A hereto in the United States Patent and Trademark Office and the recordation of a Grant an Assignment of Security Interest in United States Copyrights in the form of Annex H B hereto in the United States Copyright 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 Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor Upon obtaining any Patent, each Debtor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor Debtor and to record the same, and upon obtaining any Copyright, to execute such a Grant an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor Debtor and to record the same. Each Assignor Debtor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States U.S. Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightCopyright of such Debtor, as the case may be, and to 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 all rights in (i) the material Patents listed in Annex J hereto for such Assignor and that said listed Patents constitute all the patents and applications for patents that such Assignor now owns and (ii) the material Copyrights listed in Annex K hereto for such Assignor and that said listed Copyrights constitute all material registrations of copyrights and applications for copyright registrations that such Assignor now owns. Each Assignor further represents and warrants that it is the true and lawful exclusive owner or licensee of all rights in all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"). Each Assignor further represents and warrants that it has the exclusive right to use and practice under all material Patents and material Copyrights that it owns, (ii) uses or practices under and has the exclusive right to exclude others from using or practicing under the claims of any material Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns it owns, uses or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usespractices under. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that that, as of the date hereof, it has no knowledge of any material third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe in any material respect on any rights in any third party patent or any copyright or that such Assignor has misappropriated in any material respect any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 M hereto in the 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 N hereto in the United States Copyright 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 Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, same and to execute such a Grant of Security Interest in registered United States Copyrights covering all right, title and interest in each registered United States Copyright 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 any Event of Default, any document which may be required by the United States States. Patent and Trademark Office (or 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 Patent and Copyright, registered 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the United States patents and applications for United States patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of United States copyrights and applications for United States include copyright registrations that such Assignor now owns or uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or of such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 H hereto in the 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 I hereto in the United States Copyright 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 Lender in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the same. Each Assignor hereby grants to the Collateral Agent Lender an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and Copyright, and to 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents Marks listed in Annex E D hereto for such Assignor and that said Patents listed Marks constitute all the patents and applications for patents Marks that such Assignor now presently owns or uses in connection with its business and (iii) include all the Copyrights listed United States federal registrations or applications registered in Annex F hereto for such the United States Patent and Trademark Office. Each Assignor represents and warrants that said Copyrights constitutes it owns all registrations of copyrights and applications for copyright registrations Marks that such Assignor now owns or it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge as of the date hereof, of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or rights in any copyright or trademark, service mark xx trade name. Each Assignor represents and warrants that it is the beneficial and record owner of all trademark registrations and applications listed in Annex D hereto and that said registrations are valid, subsisting and have not been cancelled and that such Assignor has misappropriated is not aware of any trade secret third-party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or that there is any reason that any of said applications will not be reasonably expected pass to have a Material Adverse Effectregistration. Each Assignor represents and warrants that upon the recordation of a Grant 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks Trademark and Patents covering all right, title and interest in each United States Patent Mark, xxd the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any an Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of 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 Patent and Copyright, and to record the same.foreign

Additional Representations and Warranties. Each Assignor represents and warrants as of the date hereof that it is the true and lawful owner of the United States Patent and Trademark Office registrations, and applications for registrations, of the Marks listed in Annex D, Part I attached hereto. Annex D lists or otherwise describes all 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 uses in connection with its business. Each Assignor represents and warrants as of the date hereof that: (i) the material registrations listed on Annex D Part I are valid, subsisting and have not been cancelled; (ii) it is not aware of any third-party claim that any of said material registrations or applications for material registration with respect to a Mxxx is invalid or unenforceable; and (iii) it is not aware of any reason that any of said material registrations or applications for registration with respect to a Mxxx is invalid or unenforceable, or of any reason that any of said material applications will not pass to registration. Each Assignor represents and warrants as of the date hereof that except with respect to those marks set forth in Annex D, Part II, it owns, or otherwise has the right to use (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and Marks that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or it uses. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants as of the date hereof that it has no knowledge is not aware of any third party claim claiming that any aspect of such Assignor's present or contemplated ’s use of a Mxxx material to the operation of the Assignor’s business operations infringes or will infringe violates in any patent or material respect any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effectproperty right of that party. Each Assignor represents and warrants that upon the recordation of a Grant 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all of such Assignor’s right, title and interest in each United States Patent Mxxx, and the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and deliver to record the Collateral Agent 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 any a Noticed Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 such Assignor’s right, title and interest in each Patent and CopyrightUnited States Mxxx owned by an Assignor, 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 all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) all right, title and interest in and to the Patents listed in Annex E J hereto for such Assignor and that said Patents constitute include all the United States patents and applications for United States patents that such Assignor now owns or uses as of the date hereof and (iii) all right, title and interest in and to the registered Copyrights listed in Annex F K hereto for such Assignor and that said Copyrights constitutes include all registrations of the United States copyrights registered with the United States Copyright Office and applications for copyright registrations to United States copyrights that such Assignor now owns or usesas of the date hereof. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's ’s present or contemplated business operations infringes or will infringe any patent or of any copyright other Person or such Assignor has misappropriated any trade secret or proprietary informationinformation which, except those claims which either individually or in the aggregate aggregate, could not reasonably be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest Patents listed in United States Trademarks Annex J hereto are valid, subsisting, have not been canceled and Patents in the form of Annex G hereto in the 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of that such Assignor and to record the sameis not aware of any third-party claim that any of said Patents are invalid or unenforceable, and to execute such a Grant is not aware that there is any reason that any of Security Interest in United States Copyrights covering all rightsaid Patents are invalid or unenforceable, title and interest in each United States Copyright is not aware that there is any reason that any of such Assignor and to record the samesaid Patent applications will not mature into issued Patents. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and or Copyright, and to record the same.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of or otherwise has the right to use (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses as of the Effective Date and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesuses as of the Effective Date. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent 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 all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) all right, title and interest in and to the Patents listed in Annex E J hereto for such Assignor and that said Patents constitute include all the United States patents and applications for United States patents that such Assignor now owns or uses as of the date hereof and (iii) all right, title and interest in and to the registered Copyrights listed in Annex F K hereto for such Assignor and that said Copyrights constitutes include all registrations of the United States copyrights registered with the United States Copyright Office and applications for copyright registrations to United States copyrights that such Assignor now owns or usesas of the date hereof. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or of any copyright other Person or such Assignor has misappropriated any trade secret or proprietary informationinformation which, except those claims which either individually or in the aggregate aggregate, could not reasonably be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant of Security Interest Patents listed in United States Trademarks Annex J hereto are valid, subsisting, have not been canceled and Patents in the form of Annex G hereto in the 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of that such Assignor and to record the sameis not aware of any third-party claim that any of said Patents are invalid or unenforceable, and to execute such a Grant is not aware that there is any reason that any of Security Interest in United States Copyrights covering all rightsaid Patents are invalid or unenforceable, title and interest in each United States Copyright is not aware that there is any reason that any of such Assignor and to record the samesaid Patent applications will not mature into issued Patents. 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and or Copyright, and to 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 Marks and Domain Names listed in Annex I hereto and that said listed Marks and Domain Names (i) constitute all material United States the Marks and foreign trade secrets Domain Names that such Assignor presently owns or uses in connection with its business and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute include all the patents Marks and applications for patents Marks registered in the United States Patent and Trademark Office (or the equivalent thereof in any foreign country), all material unregistered Marks that such Assignor now owns, licenses or uses in connection with its business on the date hereof and all Domain Names that such Assignor owns or uses and (iii) in connection with its business on the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesdate hereof. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge knowledge, as of the date hereof, of any material third party claim that any aspect of such Assignor's ’s present or contemplated business operations infringes or will infringe any patent rights in any trademark, service xxxx or any copyright or trade name. Each Assignor represents and warrants that it is the beneficial and record owner of all trademark registrations and applications listed in Annex I hereto and designated as “owned” thereon and that said registrations are valid, subsisting and have not been canceled and that such Assignor has misappropriated is not aware of any trade secret material third party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or that there is any reason that any of said applications will not be reasonably expected pass to have a Material Adverse Effectregistration. 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 L hereto in the 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Second-Lien Collateral Agent in the United States Patents and United States Copyrights 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 Trademarks and Patents covering all right, title and interest in each United States Patent Xxxx, and the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the same. 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 any an Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightXxxx and/or Domain Name, and to 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 Marks and Domain Names listed in Annex I hereto and that said listed Marks and Domain Names (i) constitute all material United States the Marks and foreign trade secrets Domain Names that such Assignor presently owns or uses in connection with its business and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute include all the patents Marks and applications for patents Marks registered in the United States Patent and Trademark Office (or the equivalent thereof in any foreign country), all material unregistered Marks that such Assignor now owns, licenses or uses in connection with its business on the date hereof and all Domain Names that such Assignor owns or uses and (iii) in connection with its business on the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or usesdate hereof. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has no knowledge knowledge, as of the date hereof, of any material third party claim that any aspect of such Assignor's ’s present or contemplated business operations infringes or will infringe any patent rights in any trademark, service xxxx or any copyright or trade name. Each Assignor represents and warrants that it is the beneficial and record owner of all trademark registrations and applications listed in Annex I hereto and designated as “owned” thereon and that said registrations are valid, subsisting and have not been canceled and that such Assignor has misappropriated is not aware of any trade secret material third party claim that any of said registrations is invalid or proprietary informationunenforceable, except those claims which in the aggregate could or that there is any reason that any of said applications will not be reasonably expected pass to have a Material Adverse Effectregistration. Each Assignor represents and warrants that upon the recordation of a Grant an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G L hereto in the 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the First-Lien Collateral Agent in the United States Patents and United States Copyrights Marks covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent Xxxx, and the associated goodwill, of such Assignor and to record the sameAssignor, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the same. 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 any an Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or State of the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightXxxx and/or Domain Name, and to 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 all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the such Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Annex E G hereto for such Assignor and (iii) the Copyrights listed in Annex H hereto, that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said such Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such Assignor now owns owns. Each Assignor further represents and warrants that it has the exclusive right to use and practice under all such Patents and Copyrights that it owns, uses or usespractices under. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that it has is aware of no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any rights of any third party in any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G I hereto in the United States Patent and Trademark Office and the recordation of a Grant an Assignment of Security Interest in United States Copyrights in the form of Annex H J hereto in the United States Copyright Office, together with filings on Form UCC-1 pursuant to this Agreement, all filings, filings registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and Patents, United States Copyrights and Trade Secret Rights covered by this Agreement under federal law will have been accomplished. Each Assignor agrees to execute such a Grant an Assignment of Security Interest in United States Patents and Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright Patent and each United States Copyright, and the associated goodwill of such Assignor the 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 any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States U.S. Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and Copyright, and to 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business Tractor Trailers of the such Assignor (the "Trade Secret Rights"), (ii) the Patents listed in Part A of Annex E J hereto for such Assignor and that said Patents listed Tractor Trailers constitute all the patents and applications for patents Tractor Trailers that such Assignor now presently owns or uses in connection with its business. Each Assignor represents and (iii) warrants that it is the Copyrights listed in Annex F hereto for true, lawful, sole and exclusive owner of the Tractor Trailers of such Assignor listed on Parts B and C of Annex J hereto and that said Copyrights constitutes listed Tractor Trailers constitute all registrations of copyrights and applications for copyright registrations the Tractor Trailers that such Assignor now owns or uses. Except in connection with its business as set forth on Annex X to of the Credit Agreement, each Assignor further warrants that it has no knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse EffectInitial Borrowing Date. Each Assignor represents and warrants that upon the recordation of a Grant security interest in favor of Security Interest in United States Trademarks the Collateral Agent on the certificate of title for each Tractor Trailer listed on Parts B and Patents C of Annex J and the filing of such certificates of title in the form state or province specified for such Tractor Trailer on Parts B or C, as the case may be, of Annex G hereto J (which recordations have been made if this representation and warranty is being made (x) in the United States Patent and Trademark Office and the case of a recordation of a Grant certificate of Security Interest in United States Copyrights title for a Tractor Trailer listed on Part B of Annex J, on or prior to the Initial Borrowing Date and (y) in the form case of a recordation of a certificate of the title for a Tractor Trailer listed on Part C of Annex H hereto in J, on or after the United States Copyright Office, together with filings on Form UCC-1 pursuant to this Agreement90th day following the Initial Borrowing Date), all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent for the benefit of the Secured Creditors (excluding the Existing Senior Subordinated Secured Notes Creditor, in the United States Patents case of Tractor Trailers and United States Copyrights rights therein owned or held by any Assignor which constitute Excluded Existing Senior Subordinated Secured Notes Collateral) in the Tractor Trailers listed on Part B of Annex J and covered by this Agreement under federal law will have been accomplished, and such security interests shall be perfected under applicable law. Each Assignor agrees to execute all documentation reasonably required to effect such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor recordations and to record cause the same, and to execute such a Grant filing of Security Interest in United States Copyrights covering all right, the relevant certificates of title and interest in each United States Copyright of such Assignor and to record with the sameappropriate state or provincial governmental agency. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any an Event of Default, any document which may be required by the United States Patent and Trademark Office (relevant governmental agency of any state or the equivalent thereof in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof in any foreign jurisdiction) province in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightTractor Trailer, and to record register the same.

Additional Representations and Warranties. Each Annex E hereto lists all Patents owned by the Assignor as of the date hereof and any known defects in title to such Patents. Annex F hereto lists all Copyrights owned by the Assignor in its own name as of the date hereof. No modifications are required to be made to render Annex E or Annex F accurate as of the date hereof other than modifications that do not constitute a Material Adverse Effect. To the best of the Assignor's knowledge, except as set forth in Annex E, (i) each Patent and Copyright is valid, subsisting, unexpired, enforceable and has not been abandoned; (ii) each application for a Patent or Copyright (including, without limitation, any reissues, divisions, continuations, renewals, extensions and continuations-in-part thereof) has been duly and properly filed; (iii) except as set forth in Annex E or Annex F, no holding, decision or judgment has been rendered by any court agency, board or other governmental authority which would limit, cancel or question the validity of any Patent or Copyright; (iv) no action or proceeding is pending seeking to limit, cancel or question the validity of any Patent or Copyright; and (v) no written claim has been made that the use of any Patent or Copyright does or may violate the rights of any third person. The Assignor further represents and warrants that it is the true and lawful owner of or otherwise has the right to use all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"). The Assignor further represents and warrants that, (ii) the Patents listed in Annex E hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and (iii) the Copyrights listed in Annex F hereto for such Assignor and that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or uses. Except except as set forth on in Annex X E, it has the exclusive right to use all Patents and Copyrights that it owns and to the Credit Agreement, each Assignor further warrants that it has no best knowledge of any third party claim that any aspect of such Assignor's present or contemplated business operations infringes or will infringe any patent or any copyright or such the Assignor has misappropriated the exclusive right to exclude others from using any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected Patents and Copyrights it owns. The Assignor agrees to have a Material Adverse Effect. Each Assignor represents and warrants that upon the recordation of a Grant execute an Assignment of Security Interest in United States Trademarks and Patents substantially in the form of Annex G hereto covering all right, title and interest in the each United States Patent of the Assignor and Trademark Office to record the same, and the recordation of a Grant to execute an Assignment of Security Interest in United States Copyrights substantially in the form of Annex H hereto covering all right, title and interest in the each United States Copyright Officeof the Assignor and to record the same. The Assignor further represents and warrants that upon the recordation of each of the Assignment of Security Interest in United States Trademarks and Patents and the Assignment of Security Interest in United States Copyrights, together with filings on Form UCC-1 pursuant to this Agreement, all filings, registrations and recordings necessary or appropriate appropriate, to perfect the extent permitted by applicable law, to cause the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement to be a perfected first priority security interest under federal applicable law will have been accomplished. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the same. Each The Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office, the U.S. Copyright Office (or the secretary of state or equivalent thereof in governmental agency of any foreign jurisdiction) or state of 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 Patent and Copyright, and to record the same. Such power of attorney, coupled with an interest, shall be irrevocable.

Additional Representations and Warranties. Each Assignor represents and warrants that as of the Second Restatement Effective Date, it is the true and lawful exclusive owner of or otherwise has the right to use all rights in (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the such Assignor (the "“Trade Secret Rights"”), (ii) the Patents listed in Annex E G hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor now owns or uses and that as of the Second Restatement Effective Date are necessary in the conduct of the business of such Assignor as currently conducted and (iii) the Copyrights listed in Annex F H hereto for such Assignor and that said Copyrights constitutes constitute all registrations of the United States copyrights registered with the United States Copyright Office and applications for copyright registrations United States copyrights that such Assignor now owns as of the Second Restatement Effective Date and that are necessary in the conduct of the business of such Assignor as currently conducted. Each Assignor further represents and warrants that it has the exclusive right to use and practice under all Patents and Copyrights that it owns and has the exclusive right to exclude others from using or usespracticing under any Patents it owns, except as otherwise permitted by the Secured Debt Agreements. Except as set forth on Annex X to the Credit Agreement, each Each Assignor further warrants that that, as of the Second Restatement Effective Date, it has no knowledge of any material third party claim that any aspect of such Assignor's ’s present or contemplated business operations infringes or will infringe any rights in any patent or any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. 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 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 this Agreement, all filings, registrations and recordings necessary or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and 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 United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright 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 any Event of Default, any document which may be required by the United States Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) or the United States Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) in order to effect an absolute assignment of all right, title and interest in each Patent and Copyright, and to record the samesame and upon request by Collateral Agent each Assignor agrees to execute and deliver a power of attorney in the form of Exhibit 4.1 hereto.

Additional Representations and Warranties. Each Assignor Debtor represents and warrants that it is the true and lawful exclusive owner of or otherwise has the right to use all (i) all material United States and foreign trade secrets Trade Secrets Rights and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights")such Debtor, (ii) rights in the Patents of such Debtor listed in Annex E J hereto for such Assignor and that said Patents constitute all the patents and applications for patents that such Assignor Debtor now owns or uses that are otherwise necessary in the conduct of the business of such Debtor, and (iii) rights in the Copyrights of such Debtor listed in Annex F hereto for such Assignor K hereto, and that said such Copyrights constitutes constitute all registrations of copyrights and applications for copyright registrations that such Assignor Debtor now owns or usesthat are otherwise necessary in the conduct of the business of such Debtor. Except as set forth on Annex X Each Debtor further represents and warrants that it has the right to use and practice under all Patents and Copyrights that it owns, uses or under which it practices and has the Credit Agreement, each Assignor right to exclude others from using or practicing under any Patents it owns. Each Debtor further warrants that it has no knowledge as of the date hereof, of any material third party claim that any aspect of such Assignor's Debtor’s present or contemplated business operations infringes or will infringe any patent rights in any Patent or any copyright Copyright or that such Assignor Debtor has misappropriated any trade secret Trade Secret, Trade Secret Rights or proprietary information, except those claims which in the aggregate could not be reasonably expected to have a Material Adverse Effect. Each Assignor Debtor represents and warrants that upon the recordation of a Grant an Assignment of Security Interest in United States Trademarks and Patents in the form of Annex G L hereto in the United States Patent and Trademark Office and the recordation of a Grant an Assignment of Security Interest in United States Copyrights in the form of Annex H M hereto in the United States Copyright 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 Patents and United States Copyrights covered by this Agreement under federal law will have been accomplished. Each Assignor Upon obtaining any Patent, each Debtor agrees to execute such a Grant an Assignment of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor Debtor and to record the same, and upon obtaining any Copyright, to execute such a Grant an Assignment of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor Debtor and to record the same. Each Assignor Debtor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States U.S. Patent and Trademark Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction or the United States U.S. Copyright Office (or the equivalent thereof governmental agency in any foreign jurisdiction) jurisdiction in order to effect an absolute assignment of all right, title and interest in each Patent and CopyrightCopyright of such Debtor, as the case may be, and to 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 (i) all material United States and foreign trade secrets and proprietary information necessary to operate the business of the Assignor (the "Trade Secret Rights"), (ii) the Patents registered Marks listed in Annex E Exhibit C hereto for such Assignor Debtor and that that, as of the date hereof said Patents listed Marks constitute all the patents marks and applications for patents marks registered in the United States Patent and Trademark Office that such Assignor now Debtor presently owns or uses in connection with its business. Each Debtor represents and (iii) warrants that it owns, is licensed to use or otherwise has the Copyrights listed in Annex F hereto for such Assignor and right to use all material Marks that said Copyrights constitutes all registrations of copyrights and applications for copyright registrations that such Assignor now owns or it uses. Except as set forth on Annex X to the Credit Agreement, each Assignor Each Debtor further warrants that it has no knowledge of any third party claim that any aspect of such AssignorDebtor's present or contemplated business operations infringes or will infringe any patent trademark, service xxxx or trade name in any copyright or such Assignor has misappropriated any trade secret or proprietary information, except those claims respect which in the aggregate could not reasonably be reasonably expected to have a Material Adverse Effectmaterial adverse effect on the business, operations, property, assets, liabilities or condition (financial or otherwise) of the Borrowers and their Restricted Subsidiaries taken as a whole. Each Assignor Debtor represents and warrants that upon except as listed on Exhibit C, as of the recordation date hereof it is the beneficial and record owner 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 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 this Agreement, all filings, trademark registrations and recordings necessary applications listed in Exhibit C hereto for such Debtor and that said registrations are valid and subsisting, and that such Debtor is not aware of any third-party claim that any of said registrations in respect of any material Xxxx is invalid or appropriate to perfect the security interest granted to the Collateral Agent in the United States Patents and United States Copyrights covered by this Agreement under federal law will have been accomplishedunenforceable. Each Assignor agrees to execute such a Grant of Security Interest in United States Trademarks and Patents covering all right, title and interest in each United States Patent of such Assignor and to record the same, and to execute such a Grant of Security Interest in United States Copyrights covering all right, title and interest in each United States Copyright of such Assignor and to record the same. Each Assignor Debtor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any an Event of Default, any document which may be required by the United States Patent and Trademark Office (or 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 Patent and CopyrightXxxx, and to record the same.