Common use of Intellectual Property Collateral Clause in Contracts

Intellectual Property Collateral. The Grantor represents that it owns and has no interests in any Intellectual Property Collateral as of the Effective Date, other than the Computer Hardware and Software Collateral. With respect to any Intellectual Property Collateral the loss, impairment or infringement of which might have a materially adverse effect on the business, properties, operations, prospects or financial condition of the Grantor: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; (b) such Intellectual Property Collateral is valid and enforceable; (c) the Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including, without limitation, recordations of all of its interest in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (d) the Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party; and (e) the Grantor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of Intellectual Property Collateral in full force and effect throughout the world, as applicable. The Grantor owns directly or is entitled to use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of material importance to the conduct of the Grantor’s business.

Intellectual Property Collateral. The Grantor represents that it owns and has no interests in any Intellectual Property Collateral as of the Effective Date, other than the Computer Hardware and Software Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which might could reasonably be expected to have a materially adverse effect on the business, properties, operations, prospects or financial condition of the Grantor: Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; ; (b) such Intellectual Property Collateral is valid and enforceable; ; (c) the such Grantor has made all necessary filings to record its ownership of the registrations and recordations to protect its interest applications included in such Intellectual Property Collateral, including, without limitation, recordations of all of its interest in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; Office, as applicable; (d) the such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral (except for (i) Liens created under the Loan Documents, (ii) Permitted Liens, and (iii) rights of licensees under licenses of such Intellectual Property Collateral in the ordinary course of business) and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third partyparty except for claims that could not reasonably be expected to have a Material Adverse Effect; and and (e) the such Grantor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes Taxes required to maintain each the registrations and every item of applications filed with respect to any such Intellectual Property Collateral that is used in full force and effect throughout the worldmaterial for, as applicableor necessary to, any Borrower's business. The Each Grantor owns directly or is entitled to use by license or otherwise, all patentsPatents, Trademarks, Trade Secrets, copyrights, mask worksCopyrights, licenses, technology, know-how, processes and rights with respect to any of the foregoing that are used inin and material for, or necessary for or of material importance to to, the conduct of the such Grantor’s business's business as currently conducted.

Intellectual Property Collateral. The Grantor represents that it owns and has no interests in any Intellectual Property Collateral as of the Effective Date, other than the Computer Hardware and Software Collateral. With respect to any Intellectual Property Collateral the loss, impairment or infringement of which might have a materially adverse effect on Material Adverse Effect: (a) to the business, properties, operations, prospects or financial condition best knowledge of the Grantor: (a) , such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; ; (b) to the best knowledge of the Grantor, such Intellectual Property Collateral is valid and enforceable; ; (c) the such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including, without limitation, including recordations of all of its interest interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout in countries in which the world failure to so file and/or record could reasonably have a Material Adverse Effect and its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout in countries in which the world; failure to so file and/or record could reasonably have a Material Adverse Effect; (d) to the Grantor is the exclusive owner best knowledge of the entire and unencumbered rightGrantor, title and interest in and to such Intellectual Property Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party; party and such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral; (e) to the best knowledge of the Grantor, such Grantor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes to maintain each and every such item of Intellectual Property Collateral in full force and effect throughout the world, as applicable. The ; and (f) to the best knowledge of the Grantor, such Grantor owns directly or is entitled to use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, in or necessary for or of material importance to the conduct of the such Grantor’s 's business.

Intellectual Property Collateral. The Grantor represents that it owns and has no interests in any Intellectual Property Collateral as of the Effective Date, other than the Computer Hardware and Software Collateral. (a) With respect to any Intellectual Property Collateral that is material to the loss, impairment or infringement operations of which might have a materially adverse effect on the business, properties, operations, prospects or financial condition of the Grantor: : (ai) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; (b) such Intellectual Property Collateral , and is valid and enforceable; ; (cii) the Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including, without limitation, including recordations of all of its interest interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; ; (diii) in the case of any such Intellectual Property Collateral that is owned by Grantor, Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral other than licenses of such Intellectual Property Collateral in favor of Grantor's subsidiaries and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party; (iv) in the case of any such Intellectual Property Collateral that is licensed by Grantor, Grantor is in compliance with all the material terms of such license; and and (ev) the Grantor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of such Intellectual Property Collateral in full force and effect throughout the world, as applicable. The . (a) Grantor owns directly or is entitled to use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, in or necessary for or of material importance to the conduct of the Grantor’s 's business.

Intellectual Property Collateral. The Grantor represents that it owns and has no interests in any Intellectual Property Collateral as of the Effective Date, other than the Computer Hardware and Software Collateral. With respect to any Intellectual Property Collateral the loss, impairment or infringement of which might would reasonably be expected to have a materially adverse effect on the business, properties, operations, prospects or financial condition of the Grantor: Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; ; (b) such Intellectual Property Collateral is valid and enforceable; ; (c) the such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral (except with respect to Intellectual Property Collateral that it is acquiring on the date hereof, in which case, such Grantor agrees to promptly (and in any event within 15 Business Days of the date hereof) deliver to the United States Patent and Trademark Office for filing on proper forms, together with the necessary filing fees, all necessary filings and recordations to protect its interest in such newly-acquired Intellectual Property Collateral), including, without limitation, including recordations of all of its interest interests in the Patent Collateral Collateral, if any, and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout in countries in which the world failure to so file and/or record would reasonably be expected to have a Material Adverse Effect and its claims to the Copyright Collateral Collateral, if any, in the United States Copyright Office and in corresponding offices throughout in countries in which the world; failure to so file and/or record would reasonably be expected to have a Material Adverse Effect; (d) the such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party; and and (e) the such Grantor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes to maintain each and every such item of Intellectual Property Collateral in full force and effect throughout the world, as applicable. The Such Grantor owns directly or is entitled to use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, in or necessary for or of material importance to the conduct of the such Grantor’s business.

Intellectual Property Collateral. The Grantor represents that it owns and has no interests in any Intellectual Property Collateral as of the Effective Date, other than the Computer Hardware and Software Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which might have a materially adverse effect on the businessMaterial Adverse Effect, properties, operations, prospects or financial condition except as set froth in Item 6.18 of the Grantor: Disclosure Schedule: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; ; (b) such Intellectual Property Collateral is valid and enforceable; ; (c) the such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including, without limitation, including (if permissible) recordations of all of its interest interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; Office; (d) the such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral (except for (i) Liens created under the Loan Documents, (ii) the second priority Lien on such Intellectual Property in favor of the Trustee to secure the obligations of the Borrowers related to the Senior Secured Notes (if any) and (iii) Permitted Liens and except for rights of licensees under licenses of such Intellectual Property Collateral in the ordinary course of business) and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third partyparty except for claims that could not reasonably be expected to have a Material Adverse Effect; and and (e) the such Grantor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes required to maintain each and every item of any Intellectual Property Collateral in full force and effect throughout the world, as applicablethat is material or necessary to any Borrower's business. The Such Grantor owns directly or is entitled to use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of material importance to the conduct of the such Grantor’s business's business as currently conducted.

Intellectual Property Collateral. The Grantor represents that it owns and has no interests in any Intellectual Property Collateral as of the Effective Date, other than the Computer Hardware and Software Collateral. With respect to any Intellectual Property Collateral the loss, impairment or infringement of which might is reasonably likely to have a materially adverse effect on the business, properties, operations, prospects or financial condition of the GrantorMaterial Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; (b) such Intellectual Property Collateral is valid and enforceable; (c) the Grantor (and/or its Subsidiaries) has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including, without limitation, including recordations of all of its interest interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world, in each case where it is commercially reasonable to do so; (d) other than as previously disclosed in writing to the Secured Party, the Grantor (and/or its Subsidiaries) is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party; and (e) the Grantor has performed and will continue to perform and cause all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of Intellectual Property Collateral in full force and effect throughout the world, as applicable, unless the Grantor (i) has reasonably and in good faith determined that any of the Intellectual Property Collateral is of negligible economic value to the Grantor, or (ii) has a reasonable and valid business purpose to do otherwise. The Grantor owns directly or is entitled to use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of material importance to the conduct of the Grantor’s businessbusiness as presently conducted.

Intellectual Property Collateral. The Grantor represents that it owns and has no interests in any Intellectual Property Collateral as of the Effective Date, other than the Computer Hardware and Software Collateral. With respect to any -------------------------------- Intellectual Property Collateral the loss, impairment or infringement of which might have a materially adverse effect on the financial condition, operation, assets, business, properties, operations, properties or prospects or financial condition of the Grantor: : (a) such Intellectual Property Collateral is subsisting and has not been adjudged or invalid or unenforceable, in whole or in part; ; (b) such Intellectual Property Collateral is valid and enforceable; ; (c) the Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including, without limitation, recordations of all of its interest interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; ; (d) the Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party; and and (e) the Grantor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of Intellectual Property Collateral in full force and effect throughout the world, as applicable. The Grantor owns directly or is entitled to use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of material importance to the conduct of the Grantor’s 's business. The Schedules hereto contain true and complete listings and descriptions of all of the Grantor's trademarks, trademark licenses, patents, patent licenses, copyrights, copyright licenses and trade secrets.

Intellectual Property Collateral. The Grantor represents that it owns and has no interests in any Intellectual Property Collateral as of the Effective Date, other than the Computer Hardware and Software Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which might could reasonably be expected to have a materially adverse effect on the business, properties, operations, prospects or financial condition of the Grantor: Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; ; (b) such Intellectual Property Collateral is valid and enforceable; ; (c) the such Grantor has made all necessary filings to record its ownership of the registrations and recordations to protect its interest applications included in such Intellectual Property Collateral, including, without limitation, recordations of all of its interest in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; Office, as applicable; (d) the such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral (except for (i) Liens created under the Loan Documents, (ii) Permitted Liens, and (iii) rights of licensees under licenses of such Intellectual Property Collateral in the ordinary course of business) and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third partyparty except for claims that could not reasonably be expected to have a Material Adverse Effect; and and (e) the such Grantor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes Taxes required to maintain each the registrations and every item of applications filed with respect to any such Intellectual Property Collateral that is used in full force and effect throughout the worldmaterial for, as applicableor necessary to, any Grantor’s business. The Each Grantor owns directly or is entitled to use by license or otherwise, all patentsPatents, Trademarks, Trade Secrets, copyrights, mask worksCopyrights, licenses, technology, know-how, processes and rights with respect to any of the foregoing that are used inin and material for, or necessary for or of material importance to to, the conduct of the such Grantor’s businessbusiness as currently conducted.

Intellectual Property Collateral. The Grantor represents that it owns and has no interests in any Intellectual Property Collateral as of the Effective Date, other than the Computer Hardware and Software Collateral. With respect to any Intellectual Property Collateral owned by the Borrowers or any of their Subsidiaries, the loss, impairment or infringement of which might which, individually or in the aggregate, could reasonably be expected to have a materially adverse effect on the business, properties, operations, prospects or financial condition of the Grantor: Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; ; (b) such Intellectual Property Collateral is valid and enforceable; ; (c) the Grantor has Borrowers and their Restricted Subsidiaries have made all necessary filings and recordations to protect its interest their respective interests in such Intellectual Property Collateral, including, without limitation, including (if permissible) recordations of all of its interest such interests in the Patent Collateral and Trademark Intellectual Property Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in and/or the United States Copyright Office and in corresponding offices throughout the world; Office; (d) the Grantor is Borrowers and their Restricted Subsidiaries are the exclusive owner owners of the entire and their respective unencumbered right, title and interest in and to such Intellectual Property Collateral (except for Liens created under the Loan Documents and Permitted Liens and except for rights of licensees under licenses of such Intellectual Property Collateral in the ordinary course of business) and, to the knowledge of the Borrowers, no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third partyparty except for claims that could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; and and (e) the Grantor has Borrowers and their Restricted Subsidiaries have performed and will continue to perform all acts and has have paid and will continue to pay all required fees and taxes required to maintain each the registrations and every item of applications for any such Intellectual Property Collateral in full force and effect throughout that is material or necessary to the world, as applicable. The Grantor owns directly business of any Borrower or is entitled to use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of material importance to the conduct of the Grantor’s businesstheir Restricted Subsidiaries.

Intellectual Property Collateral. The Grantor represents that it owns and has no interests in any Intellectual Property Collateral as of the Effective Date, other than the Computer Hardware and Software Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which might have a materially adverse effect on the businessMaterial Adverse Effect, properties, operations, prospects or financial condition except as set forth in Item 6.18 of the Grantor: Disclosure Schedule: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; ; (b) such Intellectual Property Collateral is valid and enforceable; ; (c) the such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including, without limitation, including (if permissible) recordations of all of its interest interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; Office; (d) the such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral (except for (i) Liens created under the Loan Documents, and (ii) the second priority Lien on such Intellectual Property in favor of the Trustee to secure the obligations of the Borrowers related to the Senior Secured Notes (if any), and (iii) Permitted Liens and except for rights of licensees under licenses of such Intellectual Property Collateral in the ordinary course of business) and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third partyparty except for claims that could not reasonably be expected to have a Material Adverse Effect ; and and (e) the such Grantor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes required to maintain each and every item of any Intellectual Property Collateral in full force and effect throughout the world, as applicablethat is material or necessary to pay Borrower's business. The Such Grantor owns directly or is entitled to use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of material importance to the conduct of the such Grantor’s business's business as currently conducted.

Intellectual Property Collateral. The Grantor represents that it owns and has no interests in any Intellectual Property Collateral as of the Effective Date, other than the Computer Hardware and Software Collateral. With respect to any Intellectual Property Collateral the loss, impairment or infringement of which might is reasonably likely to have a materially adverse effect on the business, properties, operations, prospects or financial condition of the GrantorMaterial Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; (b) such Intellectual Property Collateral is valid and enforceable; such Grantor (cand/or the Borrower) the Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including, without limitation, including recordations of all of its interest interests in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world, in each case where it is commercially reasonable to do so; other than as previously disclosed in writing to the Secured Party, such Grantor (dand/or the Borrower) the Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party; and (e) the such Grantor has performed and will continue to perform and cause all acts and has paid and will continue to pay all required fees and taxes to maintain each and every item of Intellectual Property Collateral in full force and effect throughout the world, as applicable, unless such Grantor (i) has reasonably and in good faith determined that any of the Intellectual Property Collateral is of negligible economic value to such Grantor, or (ii) has a reasonable and valid business purpose to do otherwise. The Such Grantor owns directly or is entitled to use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of material importance to the conduct of the such Grantor’s businessbusiness as presently conducted.

Intellectual Property Collateral. The Grantor represents that it owns and has no interests in any Intellectual Property Collateral as of the Effective Date, other than the Computer Hardware and Software Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which might could reasonably be expected to have a materially adverse effect on the business, properties, operations, prospects or financial condition of the Grantor: Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; ; (b) such Intellectual Property Collateral is valid and enforceable; ; (c) the such Grantor has made all necessary filings to record its ownership of the registrations and recordations to protect its interest applications included in such Intellectual Property Collateral, including, without limitation, recordations of all of its interest in the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; Office, as applicable; (d) the such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral (except for (i) Liens created under the Indenture Documents, (ii) Permitted Liens, and (iii) rights of licensees under licenses of such Intellectual Property Collateral in the ordinary course of business) and no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third partyparty except for claims that could not reasonably be expected to have a Material Adverse Effect; and and (e) the such Grantor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes Taxes required to maintain each the registrations and every item of applications filed with respect to any such Intellectual Property Collateral that is used in full force and effect throughout the worldmaterial for, as applicableor necessary to, such Grantor’s business. The Each Grantor owns directly or is entitled to use by license or otherwise, all patentsPatents, Trademarks, Trade Secrets, copyrights, mask worksCopyrights, licenses, technology, know-how, processes and rights with respect to any of the foregoing that are used inin and material for, or necessary for or of material importance to to, the conduct of the such Grantor’s businessbusiness as currently conducted.

Intellectual Property Collateral. The Grantor represents that it owns and has no interests in any Intellectual Property Collateral as of the Effective Date, other than the Computer Hardware and Software Collateral. With respect to any Intellectual Property Collateral owned by the Borrowers or any of their Subsidiaries, the loss, impairment or infringement of which might which, individually or in the aggregate, could reasonably be expected to have a materially adverse effect on the business, properties, operations, prospects or financial condition of the Grantor: Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part; ; (b) such Intellectual Property Collateral is valid and enforceable; ; (c) the Grantor has Borrowers and their Subsidiaries have made all necessary filings and recordations to protect its interest their respective interests in such Intellectual Property Collateral, including, without limitation, including (if permissible) recordations of all of its interest such interests in the Patent Collateral and Trademark Intellectual Property Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and its claims to the Copyright Collateral in and/or the United States Copyright Office and in corresponding offices throughout the world; Office; (d) the Grantor is Borrowers and their Subsidiaries are the exclusive owner owners of the entire and their respective unencumbered right, title and interest in and to such Intellectual Property Collateral (except for Liens created under the Loan Documents and Permitted Liens and except for rights of licensees under licenses of such Intellectual Property Collateral in the ordinary course of business) and, to the knowledge of the Borrowers, no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third partyparty except for claims that could not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect; and and (e) the Grantor has Borrowers and their Subsidiaries have performed and will continue to perform all acts and has have paid and will continue to pay all required fees and taxes required to maintain each the registrations and every item of applications for any such Intellectual Property Collateral in full force and effect throughout that is material or necessary to the world, as applicable. The Grantor owns directly business of any Borrower or is entitled to use by license or otherwise, all patents, Trademarks, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, necessary for or of material importance to the conduct of the Grantor’s businesstheir Subsidiaries.