Common use of Confirmation of Grant of Security Interest Clause in Contracts

Confirmation of Grant of Security Interest. Debtor hereby ------------------------------------------ confirms the grant of the security interest, pledge, assignment and mortgage set forth in the Security Agreement and acknowledges that the Collateral (as defined in the Security Agreement) described therein includes, without limitation, all of Debtor's right, title and interest in the following (the "Copyright Collateral"): (a) All copyrights of Debtor, whether now owned or hereafter acquired, including, without limitation, copyrights in the titles specifically described on Schedule I attached hereto, as the same may be ---------- amended or replaced from time to time with the consent of the Agent; (b) All now existing and hereafter arising registrations and applications for registration relating to any of the foregoing, all renewals and extensions thereof throughout the world in perpetuity, and all rights to make such applications and to renew and extend the same; (c) All now existing and hereafter arising rights and licenses to make, have made, use and/or sell any items disclosed and claimed by any of the foregoing; (d) All now existing and hereafter arising right (but not the obligation) to register claims under any state, federal or foreign copyright law or regulation; (e) All now existing and hereafter arising rights, claims and interests under licensing or other contracts pertaining to any of the foregoing; (f) All now existing and hereafter arising documents, instruments and agreements which reveal the name and address of sources of supply, distribution methods and all terms of purchase, rental, license or use and delivery for all materials, products and components used in connection with any of the foregoing; (g) All now existing and hereafter arising goodwill associated with any of the foregoing; (h) All now existing and hereafter arising right (but not the obligation) to xxx or bring opposition or cancellation proceedings in the name of Debtor or the Agent for past, present and future infringements of any of the foregoing; (i) All products and Proceeds of any of the foregoing.

Confirmation of Grant of Security Interest. Each Debtor hereby ------------------------------------------ confirms the grant of the security interest, pledge, assignment and mortgage set forth in the Security Agreement and acknowledges that the Collateral (as defined in the Security Agreement) described therein includes, without limitation, all of each Debtor's right, title and interest in the following (the "Copyright Trademark Collateral"):): -------------------- (a) All copyrights trademarks, service marks, designs, logos, indicia, tradenames, corporate names, company names, business names, fictitious business names trade styles and other source, product and business identifiers pertaining to the products, services and business of Debtoreach Debtor in the United States, whether now owned or hereafter acquired, including, without limitation, copyrights in the titles trademarks specifically described on Schedule I attached hereto, as the same may be amended ---------- amended or replaced from time to time with the consent of the Administrative Agent; (b) All now existing and hereafter arising registrations and applications for registration relating to any of the foregoing, all renewals and extensions thereof throughout in the world United States in perpetuity, and all rights to make such applications and to renew and extend the same; (c) All now existing and hereafter arising rights and licenses to make, have made, use and/or sell any items disclosed and claimed by any of the foregoing; (d) All now existing and hereafter arising right (but not the obligation) to register claims under any state, state or federal or foreign copyright trademark law or regulation; (e) All now existing and hereafter arising rights, claims and interests under licensing or other contracts pertaining to any of the foregoingforegoing to the extent such rights are assignable; (f) All now existing and hereafter arising documents, instruments and agreements which reveal the name and address of sources of supply, distribution methods and all terms of purchase, rental, license or use and delivery for all materials, products and components used in connection with any of the foregoing; (g) All now existing and hereafter arising specifications as to and quality control manuals used in connection with the operations conducted under the name of or in connection with the foregoing; (h) All now existing and hereafter arising goodwill associated with any of the foregoing; (hi) All now existing and hereafter arising right (but not the obligation) to xxx or bring opposition or cancellation proceedings in the name of each Debtor or the Administrative Agent for past, present and future infringements of any of the foregoing; (ij) All products and Proceeds proceeds of any of the foregoing.

Confirmation of Grant of Security Interest. Debtor hereby ------------------------------------------ confirms the ------------------------------------------ grant of the security interest, pledge, assignment and mortgage set forth in the Security Agreement and acknowledges that the Collateral (as defined in the Security Agreement) described therein includes, without limitation, all of Debtor's right, title and interest in the following (the "Copyright Collateral"): (a) All copyrights of Debtor, whether now owned or hereafter acquired, including, without limitation, copyrights in the titles specifically described on Schedule I attached hereto, as the same may be ---------- amended or replaced from ---------- time to time with the consent of the Agent; (b) All now existing and hereafter arising registrations and applications for registration relating to any of the foregoing, all renewals and extensions thereof throughout the world in perpetuity, and all rights to make such applications and to renew and extend the same; (c) All now existing and hereafter arising rights and licenses to make, have made, use and/or sell any items disclosed and claimed by any of the foregoing; (d) All now existing and hereafter arising right (but not the obligation) to register claims under any state, federal or foreign copyright law or regulation; (e) All now existing and hereafter arising rights, claims and interests under licensing or other contracts pertaining to any of the foregoing; (f) All now existing and hereafter arising documents, instruments and agreements which reveal the name and address of sources of supply, distribution methods and all terms of purchase, rental, license or use and delivery for all materials, products and components used in connection with any of the foregoing; (g) All now existing and hereafter arising goodwill associated with any of the foregoing; (h) All now existing and hereafter arising right (but not the obligation) to xxx or bring opposition or cancellation proceedings in the name of Debtor or the Agent for past, present and future infringements of any of the foregoing; (i) All products and Proceeds of any of the foregoing.

Confirmation of Grant of Security Interest. Debtor The Borrower hereby ------------------------------------------ confirms the grant of the security interestinterest in, pledgelien on, and assignment and mortgage of the Collateral described in the Loan Agreement, as set forth in the Security Agreement therein, and acknowledges that the such Collateral (as defined in the Security Agreement) described therein includes, without limitation, all of Debtorthe Borrower's right, title and interest in the following (the "Copyright CollateralCopyrights"): (a) All now existing or hereafter created or acquired, copyrights of Debtor, whether now owned or hereafter acquiredthe Borrower, including, without limitation, the copyrights in the titles materials specifically described on Schedule I Exhibit A attached hereto, as the same may be ---------- amended or replaced from time to time with the consent of the AgentBank; (b) All now existing and hereafter arising registrations and applications for registration relating to any of the foregoing, all renewals and extensions thereof throughout the world in perpetuityfor as long as permissible under any federal or foreign copyright law or regulation, and all rights to make such applications and to renew and extend the same; (c) All now existing and hereafter arising rights and licenses to make, have made, use and/or sell any items disclosed and disclosed, claimed or covered by any of the foregoing; (d) All now existing and hereafter arising right rights (but not the any obligation) to register claims under any state, federal or foreign copyright law or regulation; (e) All now existing and hereafter arising rights, claims and interests under licensing or other contracts pertaining to any of the foregoing; (f) All now existing and hereafter arising documents, instruments and agreements which reveal the name and address of sources of supply, distribution methods and all terms of purchase, rental, license or use and delivery for all materials, products and components used in connection with any of the foregoing; (g) All now existing and hereafter arising goodwill associated with any of the foregoing; (h) All now existing and hereafter arising right rights (but not the any obligation) to xxx or sue xx bring opposition or cancellation proceedings in the name of Debtor the Borrower or the Agent Bank for past, present and future infringements of any of the foregoing;; and (i) All products and Proceeds proceeds of any of the foregoing.

Confirmation of Grant of Security Interest. Debtor Company hereby ------------------------------------------ confirms the grant of the security interest, pledge, assignment and mortgage set forth in the Company Security Agreement and acknowledges that the Company Collateral (as defined in the Security Agreement) described therein includes, without limitation, all of Debtor's Company’s right, title and interest in the following (the "Copyright “Trademark Collateral"”): (a) All copyrights trademarks, service marks, designs, logos, indicia, tradenames, corporate names, company names, business names, fictitious business names trade styles and other source, product and business identifiers pertaining to the products, services and business of DebtorCompany, whether now owned or hereafter acquired, including, without limitation, copyrights in the titles trademarks specifically described on Schedule I attached hereto, as the same may be ---------- amended or replaced from time to time with the consent of the Administrative Agent; (b) All now existing and hereafter arising registrations and applications for registration relating to any of the foregoing, all renewals and extensions thereof throughout the world in perpetuity, and all rights to make such applications and to renew and extend the same; (c) All now existing and hereafter arising rights and licenses to make, have made, use and/or sell any items disclosed and claimed by any of the foregoing; (d) All now existing and hereafter arising right (but not the obligation) to register claims under any state, federal or foreign copyright trademark law or regulation; (e) All now existing and hereafter arising rights, claims and interests under licensing or other contracts pertaining to any of the foregoingforegoing to the extent such rights are assignable; (f) All now existing and hereafter arising documents, instruments and agreements which reveal the name and address of sources of supply, distribution methods and all terms of purchase, rental, license or use and delivery for all materials, products and components used in connection with any of the foregoing; (g) All now existing and hereafter arising specifications as to and quality control manuals used in connection with the operations conducted under the name of or in connection with the foregoing; (h) All now existing and hereafter arising goodwill associated with any of the foregoing; (hi) All now existing and hereafter arising right (but not the obligation) to xxx or bring opposition or cancellation proceedings in the name of Debtor Company or the Administrative Agent for past, present and future infringements of any of the foregoing; (ij) All products and Proceeds of any of the foregoing. Notwithstanding the foregoing, to the extent that granting the security interest contemplated hereby in any rights, property or assets of the Company that are subject to Liens permitted by the Credit Agreement or the other Loan Documents would violate or result in a breach by Company under, or confer upon any other party the right to terminate, the documents, instruments or agreements governing such Liens, so long as such documents, instruments, and agreements are in effect, the Trademark Collateral shall include only the rights of Company to receive moneys due and to become due, if any, under or pursuant to such contract or agreement.

Confirmation of Grant of Security Interest. Debtor The Grantor hereby ------------------------------------------ confirms the grant of the security interestinterest in, pledgelien on, and assignment and mortgage set forth in the Security Agreement and acknowledges that of the Collateral (as defined described in the Security Agreement) described therein , as set forth therein, and acknowledges that such Collateral includes, without limitation, all of Debtorthe Grantor's right, title and interest in the following (the "Copyright CollateralCopyrights"): (a) All now existing or hereafter created or acquired, copyrights of Debtor, whether now owned or hereafter acquiredthe Grantor, including, without limitation, the copyrights in the titles materials specifically described on Schedule I Exhibit A attached hereto, as the same may be ---------- amended or replaced from time to time with the consent of the AgentBank; (b) All now existing and hereafter arising registrations and applications for registration relating to any of the foregoing, all renewals and extensions thereof throughout the world in perpetuityfor as long as permissible under any federal or foreign copyright law or regulation, and all rights to make such applications and to renew and extend the same; (c) All now existing and hereafter arising rights and licenses to make, have made, use and/or sell any items disclosed and disclosed, claimed or covered by any of the foregoing; (d) All now existing and hereafter arising right rights (but not the any obligation) to register claims under any state, federal or foreign copyright law or regulation; (e) All now existing and hereafter arising rights, claims and interests under licensing or other contracts pertaining to any of the foregoing; (f) All now existing and hereafter arising documents, instruments and agreements which reveal the name and address of sources of supply, distribution methods and all terms of purchase, rental, license or use and delivery for all materials, products and components used in connection with any of the foregoing; (g) All now existing and hereafter arising goodwill associated with any of the foregoing; (h) All now existing and hereafter arising right rights (but not the any obligation) to xxx or sue xx bring opposition or cancellation proceedings in the name of Debtor the Grantor or the Agent Bank for past, present and future infringements of any of the foregoing;; and (i) All products and Proceeds proceeds of any of the foregoing.

Confirmation of Grant of Security Interest. Debtor The Company hereby ------------------------------------------ confirms the grant of the security interest, pledge, assignment and mortgage set forth in the Company Security Agreement and acknowledges that the Company Collateral (as defined in the Security Agreement) described therein includes, without limitation, all of Debtor's the Company’s right, title and interest in the following (the "“Copyright Collateral"”): (a) All copyrights of Debtorthe Company, whether now owned or hereafter acquired, including, without limitation, copyrights in the titles specifically described on Schedule I attached hereto, as the same may be ---------- amended or replaced from time to time with the consent of the Administrative Agent; (b) All now existing and hereafter arising registrations and applications for registration relating to any of the foregoing, all renewals and extensions thereof throughout the world in perpetuity, and all rights to make such applications and to renew and extend the same; (c) All now existing and hereafter arising rights and licenses to make, have made, use and/or sell any items disclosed and claimed by any of the foregoing; (d) All now existing and hereafter arising right (but not the obligation) to register claims under any state, federal or foreign copyright law or regulation; (e) All now existing and hereafter arising rights, claims and interests under licensing or other contracts pertaining to any of the foregoing; (f) All now existing and hereafter arising documents, instruments and agreements which reveal the name and address of sources of supply, distribution methods and all terms of purchase, rental, license or use and delivery for all materials, products and components used in connection with any of the foregoing; (g) All now existing and hereafter arising goodwill associated with any of the foregoing; (h) All now existing and hereafter arising right (but not the obligation) to xxx or bring opposition or cancellation proceedings in the name of Debtor the Company or the Administrative Agent for past, present and future infringements of any of the foregoing; (i) All products and Proceeds of any of the foregoing. Notwithstanding the foregoing, to the extent that granting the security interest contemplated hereby in any rights, property or assets of the Company that are subject to Liens permitted by the Credit Agreement or the other Loan Documents would violate or result in a breach by Company under, or confer upon any other party the right to terminate, the documents, instruments or agreements governing such Liens, so long as such documents, instruments, and agreements are in effect, the Copyright Collateral shall include only the rights of Company to receive moneys due and to become due, if any, under or pursuant to such contract or agreement.

Confirmation of Grant of Security Interest. Debtor Company hereby ------------------------------------------ confirms the grant of the security interest, pledge, assignment and mortgage set forth in the Company Security Agreement and acknowledges that the Company Collateral (as defined in the Security Agreement) described therein includes, without limitation, all of Debtor's Company’s right, title and interest in the following (the "Copyright “Patent Collateral"”): (a) All copyrights of Debtor, whether now owned existing or hereafter created or acquired, patents, letters patents, inventions, patent applications and rights and works protectable by patent, and, except to the extent prohibited by the terms thereof, all agreements in respect of patents owned by third parties, including, without limitation, copyrights in the titles patents specifically described on Schedule I attached hereto, as the same may be ---------- amended or replaced from time to time with the consent of the Administrative Agent; (b) All now existing and hereafter arising registrations and applications for registration relating to any of the foregoing, all renewals and extensions thereof throughout the world in perpetuity, and all rights to make such applications and to renew and extend the same; (c) All now existing and hereafter arising rights and licenses to make, have made, use and/or sell any items the inventions disclosed and claimed by any of the foregoing; (d) All now existing and hereafter arising right (but not the obligation) to register claims under any state, federal or foreign copyright patent law or regulation; (e) All now existing and hereafter arising rights, claims and interests under licensing or other contracts pertaining to any of the foregoingforegoing to the extent such rights are assignable; (f) All now existing and hereafter arising documents, instruments and agreements which reveal the name and address of sources of supply, distribution methods and all terms of purchase, rental, license or use and delivery for all materials, products and components used in connection with any of the foregoing; (g) All now existing and hereafter arising specifications as to and quality control manuals used in connection with the operations utilizing any of the foregoing; (h) All now existing and hereafter arising goodwill associated with any of the foregoing; (hi) All now existing and hereafter arising right (but not the obligation) to xxx or bring opposition or cancellation proceedings in the name of Debtor Company or the Administrative Agent for past, present and future infringements of any of the foregoing;; and (ij) All products and Proceeds of any of the foregoing. Notwithstanding the foregoing, to the extent that granting the security interest contemplated hereby in any rights, property or assets of the Company that are subject to Liens permitted by the Credit Agreement or the other Loan Documents would violate or result in a breach by Company under, or confer upon any other party the right to terminate, the documents, instruments or agreements governing such Liens, so long as such documents, instruments, and agreements are in effect, the Patent Collateral shall include only the rights of Company to receive moneys due and to become due, if any, under or pursuant to such contract or agreement.

Confirmation of Grant of Security Interest. As security for the prompt payment and performance of the Obligations, the Debtor hereby ------------------------------------------ confirms the grant of the security interestthat, pledge, assignment and mortgage set forth in the Security Agreement and acknowledges that the Collateral (as defined in pursuant to the Security Agreement, it granted to the Secured Party, for the benefit of the Lenders, a continuing security interest in, a general lien upon and/or a right of set-off against (whether now owned or hereafter acquired by the Debtor and whether acquired in the United States or elsewhere in the world) described therein includes, without limitation, all of Debtor's right, title and interest of the Debtor in and to the following (the "Copyright Collateral"): (a) All copyrights of Debtorfollowing, whether now owned existing or hereafter acquired, acquired and wherever located: (i) all Trademarks registered with the United States Patent and Trademark Office (including, without limitation, copyrights in the titles specifically described those listed on Schedule I attached hereto, as the same may be ---------- amended or replaced from time A to time with the consent of the Agentthis Agreement); (bii) All now existing and hereafter arising registrations and all applications for the registration relating of Trademarks filed with the United States Patent and Trademark Office (including, without limitation, those listed on Schedule A to any of the foregoing, all renewals and extensions thereof throughout the world in perpetuity, and all rights to make such applications and to renew and extend the samethis Agreement); (ciii) All now existing all trademarks, trade names and hereafter arising rights and licenses to makeservice marks registered with any office, have madeagency or other Governmental Authority of any State, use and/or sell the District of Columbia or any items disclosed and claimed by any possession or territory of the foregoingUnited States; (div) All now existing all trademarks, trade names and hereafter arising right (but not the obligation) to register claims under service marks registered with any stateoffice, federal agency or foreign copyright law other Governmental Authority of any other country or regulationany province, department or other governmental subdivision thereof; (ev) All now existing all registrations and hereafter arising rights, claims and interests under licensing or other contracts pertaining recordings with respect to any of the foregoing; (fvi) All now existing all reissues, extensions and hereafter arising documents, instruments and agreements which reveal the name and address renewals of sources of supply, distribution methods and all terms of purchase, rental, license or use and delivery for all materials, products and components used in connection with any of the foregoing; (gvii) All now existing all corporate names, business names, trade styles, logos, other source or business identifiers; (viii) all licenses and hereafter arising goodwill associated with other agreements relating in whole or in part to any of the foregoing, including all rights to payments in respect thereof; (hix) All now existing and hereafter arising right (but not the obligation) all rights to xxx or bring opposition or cancellation proceedings in the name of Debtor or the Agent for past, present and or future infringements of any of the foregoing; (ix) All products and Proceeds of all good will related to any of the foregoing; (xi) to the extent not included above, all general intangibles (as such term is defined in the UCC) of the Debtor related to the foregoing; and (xii) all proceeds of any and all of the foregoing. Notwithstanding the foregoing, in no event shall the collateral described in this Section 2 include any “intent to use” Trademark applications to the extent that, and solely during the period in which, the grant of a security interest therein would impair the validity or enforceability of such applications under applicable law.

Confirmation of Grant of Security Interest. Debtor Borrower hereby ------------------------------------------ confirms the grant of the security interest, pledge, assignment and mortgage set forth in the Security Agreement and acknowledges that the Collateral (as defined in the Security Agreement) described therein includes, without limitation, all of DebtorBorrower's right, title and interest in the following (the "Copyright Trademark Collateral"): (a) All copyrights trademarks, service marks, designs, logos, indicia, tradenames, corporate names, company names, business names, fictitious business names trade styles and other source, product and business identifiers pertaining to the products, services and business of DebtorBorrower, whether now owned or hereafter acquired, including, without limitation, copyrights in the titles trademarks specifically described on Schedule I attached hereto, as the same may be ---------- amended or replaced from time to time with the consent of the AgentLender; (b) All now existing and hereafter arising registrations and applications for registration relating to any of the foregoing, all renewals and extensions thereof throughout the world in perpetuity, and all rights to make such applications and to renew and extend the same; (c) All now existing and hereafter arising rights and licenses to make, have made, use and/or sell any items disclosed and claimed by any of the foregoing; (d) All now existing and hereafter arising right (but not the obligation) to register claims under any state, federal or foreign copyright trademark law or regulation; (e) All now existing and hereafter arising rights, claims and interests under licensing or other contracts pertaining to any of the foregoingforegoing to the extent such rights are assignable; (f) All now existing and hereafter arising documents, instruments and agreements which reveal the name and address of sources of supply, distribution methods and all terms of purchase, rental, license or use and delivery for all materials, products and components used in connection with any of the foregoing; (g) All now existing and hereafter arising specifications as to and quality control manuals used in connection with the operations conducted under the name of or in connection with the foregoing; (h) All now existing and hereafter arising goodwill associated with any of the foregoing; (hi) All now existing and hereafter arising right (but not the obligation) to xxx or bring opposition or cancellation proceedings in the name of Debtor Borrower or the Agent Lender for past, present and future infringements of any of the foregoing; (ij) All products and Proceeds of any of the foregoing.

Confirmation of Grant of Security Interest. Debtor hereby ------------------------------------------ confirms the grant of the security interest, pledge, assignment and mortgage set forth in the Security Agreement and acknowledges that the Collateral (as defined in the Security Agreement) described therein includes, without limitation, all of Debtor's right, title and interest in the following (the "Copyright Trademark Collateral"): (a) All copyrights trademarks, service marks, designs, logos, indicia, tradenames, corporate names, company names, business names, fictitious business names, trade styles and other source, product and business identifiers pertaining to the products, services and business of Debtor, whether now owned or hereafter acquired, including, without limitation, copyrights in the titles trademarks specifically described on Schedule I attached hereto, as the ---------- same may be ---------- amended or replaced from time to time with the consent of the Agent; (b) All now existing and hereafter arising registrations and applications for registration relating to any of the foregoing, all renewals and extensions thereof throughout the world in perpetuity, and all rights to make such applications and to renew and extend the same; (c) All now existing and hereafter arising rights and licenses to make, have made, use and/or sell any items disclosed and claimed by any of the foregoing; (d) All now existing and hereafter arising right (but not the obligation) to register claims under any state, federal or foreign copyright trademark law or regulation; (e) All now existing and hereafter arising rights, claims and interests under licensing or other contracts pertaining to any of the foregoingforegoing to the extent such rights are assignable; (f) All now existing and hereafter arising documents, instruments and agreements which reveal the name and address of sources of supply, distribution methods and all terms of purchase, rental, license or use and delivery for all materials, products and components used in connection with any of the foregoing; (g) All now existing and hereafter arising goodwill associated with any of the foregoing; (h) All now existing and hereafter arising right (but not the obligation) to xxx or bring opposition or cancellation proceedings in the name of Debtor or the Agent for past, present and future infringements of any of the foregoing; (i) All products and Proceeds of any of the foregoing.