United States Patent and Trademark Office Uses in Additional Representations and Warranties Clause

Additional Representations and Warranties from Second Lien Guarantee and Collateral Agreement

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder, the Assignors), in favor of Wilmington Trust, National Association, as collateral agent (together with any successor collateral agent, in such capacity, the Collateral Agent or the Assignee), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article XI hereof) have the meanings ascribed to them in the New York UCC or the Loan Agreement (each as defined below), as applicable.

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

Additional Representations and Warranties from Second Lien Guarantee and Collateral Agreement

SECOND LIEN GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder, the Assignors), in favor of Wilmington Trust, National Association, as collateral agent (together with any successor collateral agent, in such capacity, the Collateral Agent or the Assignee), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article XI hereof) have the meanings ascribed to them in the New York UCC or the Loan Agreement (each as defined below), as applicable.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of all rights in (i) all material Trade Secret Rights, (ii) the Patents listed in Annex I hereto for such Assignor and that said Patents include all the United States Patents that such Assignor owns as of the date hereof, and, in the case of each Pulitzer Assignor, except as set forth on Annex I none of such Patents has been licensed to any third party except in the ordinary course of publishing newspapers and related products, and (iii) the registered Copyrights listed on Annex J hereto for such Assignor and that, except as described on Annex J hereto, said Copyrights are all the United States Copyrights registered with the United States Copyright Office and applications to United States Copyrights that such Assignor owns as of the date hereof, and, in the case of each Pulitzer Assignor, except as set forth on Annex J none of such Copyrights has been licensed to any third party except in the ordinary course of publishing newspapers and related products. Each Assignor further warrants that it has received no third party claim that any aspect of such Assignors present or contemplated business operations infringes or will infringe any Patent or Copyright of any other Person or that such Assignor has misappropriated any Trade Secret or proprietary information, and has no knowledge of any threat of any such claim (including cease and desist letters and invitations to take a patent license), in each case, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Subject to the applicable Intercreditor Agreements, each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of all right, title and interest in each Patent or Copyright, and to record the same.

Additional Representations and Warranties from Security Agreement

SECURITY AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder, the Assignors), in favor of Deutsche Bank Trust Company Americas, as collateral agent (together with any successor collateral agent, in such capacity, the Collateral Agent or the Assignee), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article X hereof) have the meanings ascribed to them in the New York UCC or the Indenture (each as defined below), as applicable.

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

Additional Representations and Warranties from Security Agreement

SECURITY AGREEMENT, dated as of March 31, 2014, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder, the Assignors), in favor of Deutsche Bank Trust Company Americas, as collateral agent (together with any successor collateral agent, in such capacity, the Collateral Agent or the Assignee), for the benefit of the Secured Creditors (as defined below). Capitalized terms used herein but not defined herein (including Article X hereof) have the meanings ascribed to them in the New York UCC or the Indenture (each as defined below), as applicable.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of all rights in (i) all material Trade Secret Rights, (ii) the Patents listed in Annex I hereto for such Assignor and that said Patents include all the United States Patents that such Assignor owns as of the date hereof, and, in the case of any Pulitzer Assignor, except as set forth on Annex I none of such Patents has been licensed to any third party except in the ordinary course of publishing newspapers and related products, and (iii) the registered Copyrights listed on Annex J hereto for such Assignor and that, except as described on Annex J hereto, said Copyrights are all the United States Copyrights registered with the United States Copyright Office and applications to United States Copyrights that such Assignor owns as of the date hereof, and, in the case of any Pulitzer Assignor, except as set forth on Annex J none of such Copyrights has been licensed to any third party except in the ordinary course of publishing newspapers and related products. Each Assignor further warrants that it has received no third party claim that any aspect of such Assignors present or contemplated business operations infringes or will infringe any Patent or Copyright of any other Person or that such Assignor has misappropriated any Trade Secret or proprietary information, and has no knowledge of any threat of any such claim (including cease and desist letters and invitations to take a patent license), in each case, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Subject to the applicable Intercreditor Agreements, each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, upon the occurrence and during the continuance of any Event of Default, any document which may be required by the United States Patent and Trademark Office or the United States Copyright Office in order to effect an absolute assignment of all right, title and interest in each Patent or Copyright, and to record the same.

Additional Representations and Warranties from Security Agreement

SECURITY AGREEMENT, dated as of November 15, 2013, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder pursuant to Section 10.12 hereof, the Assignors) in favor of Deutsche Bank AG New York Branch, as collateral agent (together with any successor collateral agent, the Collateral Agent), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all other capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

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

Additional Representations and Warranties from Security Agreement

SECURITY AGREEMENT, dated as of November 15, 2013, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder pursuant to Section 10.12 hereof, the Assignors) in favor of Deutsche Bank AG New York Branch, as collateral agent (together with any successor collateral agent, the Collateral Agent), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all other capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

Additional Representations and Warranties. Except as otherwise expressly permitted by the Credit Agreement, each Assignor represents and warrants that it is the true and lawful owner of (i) all rights in (x) the Patents listed in Annex F hereto for such Assignor and that said Patents include all the United States patents and applications for United States patents that such Assignor owns as of the date hereof and (y) the Copyrights listed in Annex G hereto for such Assignor and that said Copyrights constitute all the United States copyrights registered with the United States Copyright Office and applications to register United States copyrights that such Assignor owns as of the date hereof and (ii) all rights in, or otherwise has the right to use, all Trade Secrets and other proprietary information necessary to operate the business of such Assignor as currently operated. Except as otherwise expressly permitted by the Credit Agreement, each Assignor further warrants that it has no knowledge of any written or other material third party claim received by it that any aspect of such Assignors present business operations infringes or will infringe any patent and/or copyright of any other Person, or that such Assignor has misappropriated any trade secret or other proprietary information, in each case which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, solely 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 United States Copyright Office in order to effect, in accordance with Section 7.1 hereof, an absolute assignment of all right, title and interest in each Patent or Copyright, and to record the same.

Additional Representations and Warranties from Security Agreement

SECURITY AGREEMENT, dated as of May 11, 2011, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder pursuant to Section 10.12 hereof, the Assignors) in favor of Deutsche Bank Trust Company Americas, as collateral agent (together with any successor collateral agent, the Collateral Agent), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all other capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

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

Additional Representations and Warranties from Security Agreement

SECURITY AGREEMENT, dated as of May 11, 2011, made by each of the undersigned assignors (each, an Assignor and, together with any other entity that becomes an assignor hereunder pursuant to Section 10.12 hereof, the Assignors) in favor of Deutsche Bank Trust Company Americas, as collateral agent (together with any successor collateral agent, the Collateral Agent), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all other capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

Additional Representations and Warranties. Each Assignor represents and warrants that it is the true and lawful owner of (i) all rights in (x) the Patents listed in Annex F hereto for such Assignor and that said Patents include all the United States patents and applications for United States patents that such Assignor owns as of the date hereof and (y) the Copyrights listed in Annex G hereto for such Assignor and that said Copyrights constitute all the United States copyrights registered with the United States Copyright Office and applications to register United States copyrights that such Assignor owns as of the date hereof and (ii) all rights in, or otherwise has the right to use, all Trade Secrets and other proprietary information necessary to operate the business of such Assignor as currently operated. Each Assignor further warrants that it has no knowledge of any written or other material third party claim received by it that any aspect of such Assignors present business operations infringes or will infringe any patent and/or copyright of any other Person, or that such Assignor has misappropriated any trade secret or other proprietary information, in each case which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Each Assignor hereby grants to the Collateral Agent an absolute power of attorney to sign, solely 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 United States Copyright Office in order to effect, in accordance with Section 7.1 hereof, an absolute assignment of all right, title and interest in each Patent or Copyright, and to record the same.

Additional Representations and Warranties from Pledge and Security Agreement

THIS PLEDGE AND SECURITY AGREEMENT, dated as of November 30, 2010, made by Affinity Group, Inc. (the Issuer) and each of the undersigned grantors (including the Issuer, each a Grantor and, together with any other entity that becomes a grantor hereunder pursuant to Section 11.13 hereof, the Grantors) in favor of The Bank of New York Mellon Trust Company, N.A., (BNYMTC) as Collateral Agent (together with any successor Collateral Agent, the Collateral Agent), for the benefit of itself and the other Secured Parties. Certain capitalized terms as used herein are defined in Article X hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Indenture shall be used herein as therein defined.

Additional Representations and Warranties. Each Grantor represents and warrants that it is the true and lawful owner of all rights in (i) all Trade Secret Rights, (ii) the Patents listed in Annex J hereto for such Grantor and that said Patents include all the United States patents and United States patent applications that such Grantor owns as of the date hereof and (iii) the Copyrights listed in Annex K hereto for such Grantor and that said Copyrights include all the United States copyrights registered with the United States Copyright Office or in any foreign office that registers intellectual property and applications to United States copyrights that such Grantor owns as of the date hereof. Each Grantor further warrants that it has not received any third party claim that any aspect of such Grantors present or contemplated business operations infringes or will infringe any patent of any other Person or such Grantor has misappropriated any Trade Secret or proprietary information. Each Grantor 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 United States Copyright Office or in any foreign office that registers intellectual property in order to effect an absolute assignment of all right, title and interest in each Patent or Copyright, and to record the same.

Additional Representations and Warranties from U S Security Agreement

SECURITY AGREEMENT, dated as of June 16, 2010, made by each of the undersigned grantors (each, a Grantor and, together with any other entity that becomes an grantor hereunder pursuant to Section 10.12 hereof, the Grantors) in favor of Deutsche Bank Trust Company Americas, as Collateral Agent (together with any successor Collateral Agent, the Collateral Agent), for the benefit of the Secured Creditors (as defined below). Certain capitalized terms as used herein are defined in Article IX hereof. Except as otherwise defined herein, all capitalized terms used herein and defined in the Credit Agreement (as defined below) shall be used herein as therein defined.

Additional Representations and Warranties. Each Grantor represents and warrants that it is the owner of all rights in (i) all Trade Secret Rights, (ii) the Patents listed in Annex J hereto for such Grantor and that said Patents include all the United States patents and applications for United States patents that such Grantor owns as of the date hereof and (iii) the Copyrights listed in Annex K hereto for such Grantor and that said Copyrights include 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. Each Grantor further warrants that it has no knowledge of any third party claim received by it within the past twelve (12) months that any aspect of such Grantors present business operations infringes any patent or copyright of any other Person or such Grantor has misappropriated any Trade Secret or proprietary information which, either individually or in the aggregate, has, or would reasonably be expected to have, a Material Adverse Effect. Each Grantor hereby grants to the Collateral Agent an absolute power of attorney to sign, solely 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 United States Copyright Office in order to effect an absolute assignment of all right, title and interest in each Patent listed in Annex J or Copyright listed in Annex K, or any other issued or applied-for United States patent or registered or applied-for United States copyright hereinafter owned by such Grantor, and to record the same.