Common use of Intellectual Property Collateral Clause in Contracts

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material to the operations of any Grantor: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and is valid and enforceable; (b) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (c) in the case of any such Intellectual Property Collateral that is owned by such Grantor, 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) 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 item of such Intellectual Property Collateral in full force and effect throughout the world. Such Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarks, trade secrets, copyrights, licenses, technology, know-how, processes and other intellectual property that is necessary for the proper conduct of such Grantor’s business.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material to the operations loss, impairment or infringement of any Grantorwhich might have a Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such the Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) 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 be expected to have a Material Adverse Effect and (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout in countries in which the worldfailure to so file and/or record could reasonably be expected to have a Material Adverse Effect; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) such 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 such item of such Intellectual Property Collateral in full force and effect throughout the world, as applicable. Such The Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such the Grantor’s 's business.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material the loss, impairment or infringement of which could reasonably be expected to the operations of any Grantorhave a Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such the Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property CollateralCollateral that are registered, issued, or for which applications are pending, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and (subject to the terms of the Credit Agreement) in corresponding offices throughout the world world, where necessary, and (ii) its claims to the Copyright Collateral in the United States Copyright Office and (subject to the terms of the Credit Agreement) in corresponding offices throughout the world, where necessary; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such the owned Intellectual Property Collateral and no claim has been made that the use of such owned Intellectual Property Collateral does or may violate the asserted rights of any third party; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) such the Grantor has performed and will continue to perform in all material respects all acts and has paid and will continue to pay all required fees and taxes to prosecute and maintain each and every such item of such Intellectual Property Collateral in full force and effect throughout the world, as applicable. Such The Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for the proper conduct of such the Grantor’s 's business, except where the failure to so own or be entitled to use could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material the loss, impairment or infringement of which reasonably would be expected to the operations of any Grantorhave a Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such the Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including including, without limitation, recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, 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 notice has been made received by the Grantor that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) such 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, except with respect to the rights of the Grantor in any such item of Intellectual Property Collateral that should be allowed to lapse in the reasonable business judgment of the Grantor. Such The Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such the Grantor’s business.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is the loss, impairment or infringement of which could reasonably be expected to have a material to adverse effect on the operations condition (financial or otherwise), business, operations, assets, liabilities (contingent or otherwise) or properties of any Grantorthe Obligors taken as a whole: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and (subject to the terms of the Indenture) in corresponding offices throughout the world world, and (ii) its claims to the Copyright Collateral in the United States Copyright Office and (subject to the terms of the Indenture) in corresponding offices throughout the world; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) 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 such Intellectual Property Collateral in full force and effect throughout the worldeffect. Such Except as would not have a Material Adverse Effect, each Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such Grantor’s business.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material the loss, impairment or infringement of which could reasonably be expected to the operations of any Grantorhave a Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property CollateralCollateral that are registered, issued, or for which applications are pending, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and (subject to the terms of the Credit Agreement) in corresponding offices throughout the world world, where necessary, and (ii) its claims to the Copyright Collateral in the United States Copyright Office and (subject to the terms of the Credit Agreement) in corresponding offices throughout the world, where necessary; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such the owned Intellectual Property Collateral and no claim has been made that the use of such owned Intellectual Property Collateral does or may violate the asserted rights of any third party; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) such Grantor has performed and will continue to perform in all material respects all acts and has paid and will continue to pay all required fees and taxes to prosecute and maintain each and every such item of such Intellectual Property Collateral in full force and effect throughout the world, as applicable. Such Each Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for the proper conduct of such Grantor’s 's business, except where the failure to so own or be entitled to use could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material to the operations of any each Grantor: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and is valid and enforceable; (b) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (c) in the case of any such Intellectual Property Collateral that is owned by such Grantor, 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) 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 item of such Intellectual Property Collateral in full force and effect throughout the world. Such Each Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarks, trade secrets, copyrights, licenses, technology, know-how, processes and other other’ intellectual property that is necessary for the proper conduct of such Grantor’s business.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material to the operations loss, impairment or infringement of any Grantorwhich might have a Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (cd) in other than as previously disclosed to the case of any such Intellectual Property Collateral that is owned by such GrantorAdministrative Agent, 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) 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 item of such 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 (i) has a valid business purpose to do otherwise. Such Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such Grantor’s business.

Intellectual Property Collateral. With respect to any the Copyrights, Patents, Trademarks and Licenses granted to Secured Party hereunder (the "Intellectual Property Collateral that is material to Collateral"), the operations loss, impairment or infringement of any which might have a materially adverse effect on the financial condition, operation, assets, business, properties or prospects of the Grantor: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and is valid and enforceable; (b) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (c) in the case of any such Intellectual Property Collateral that is owned by such Grantor, such Grantor is the exclusive owner 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) 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 item of such Intellectual Property Collateral in full force and effect throughout the world. Such , as applicable. (e) There are in full force and effect confidentiality and noncompetition agreements between Grantor owns directly and its current and former employees prohibiting the unauthorized disclosure or is entitled dissemination of any information relating to use by license or otherwisethe Intellectual Property Collateral, all patents, trademarks, trade secrets, copyrights, licenses, technology, know-how, processes and other as well as enforceable intellectual property that is necessary for ownership agreements between Grantor and its current employees. (f) Grantor will continue to take all reasonable measures to protect against any unauthorized disclosure or dissemination of information relating to the proper conduct of such Grantor’s businessIntellectual Property Collateral by its current and future employees.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material to the operations loss, impairment or infringement of any which might have a materially adverse effect on the financial condition, operation, assets, business, properties or prospects of such Grantor: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including including, without limitation, recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) 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 item of such Intellectual Property Collateral in full force and effect throughout the world, as applicable. Such Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such Grantor’s 's business. The Schedules hereto contain true and complete listings and descriptions of all of such Grantor's trademarks, trademark licenses, patents, patent licenses, copyrights, copyright licenses and trade secrets.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material to the operations loss, impairment or infringement of any Grantorwhich might have a Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) 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 recordations of all of its interests in (i) 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 could reasonably have a Material Adverse Effect and (ii) 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 worldfailure to so file and/or record could reasonably have a Material Adverse Effect; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) 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 such Intellectual Property Collateral in full force and effect throughout the world, as applicable. Such Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such Grantor’s 's business.

Intellectual Property Collateral. (a) With respect to any Intellectual Property Collateral that is material to the operations of any Grantor: (ai) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and is valid and enforceable; (bii) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (ciii) in the case of any such Intellectual Property Collateral that is owned by such Grantor, such 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; (div) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (ev) 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 item of such Intellectual Property Collateral in full force and effect throughout the world. Such Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarks, trade secrets, copyrights, licenses, technology, know-how, processes and other intellectual property that is necessary for the proper conduct of such Grantor’s businessas applicable.

Intellectual Property Collateral. With respect to any Each Company represents -------------------------------- and warrants that (a) it is the true, lawful, and exclusive owner of the Intellectual Property Collateral that is material referred to in Items A, C, and E (other than know-how ------- - - licenses) of Attachment 2, and such Intellectual Property Collateral ------------ constitutes all the operations of any Grantor:United States Intellectual Property Collateral owned by such Company; (ab) it is a licensee under the Intellectual Property Collateral referred to in Items B and D of Attachment 2, and such Intellectual ------- - ------------ Property Collateral constitutes all of the material Intellectual Property Collateral under which such Company is the licensee; (c) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (d) such Intellectual Property Collateral is valid and enforceable; (be) such Grantor Company has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including including, without limitation, recordations of all of its interests in (i) the Patent Collateral Patents and Trademark Collateral Trademarks in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the worldOffice; (cf) in the case of any such Intellectual Property Collateral that is owned by such Grantor, such Grantor Company is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and owned by such Company and, to such Company's knowledge, no claim has been made is currently being asserted that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (eg) such Grantor Company has performed and will continue to perform in all material respects 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 in the world. Such Grantor United States; and (h) such Company owns directly or is entitled to use by license or otherwise, all patents, trademarks, trade secrets, copyrights, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such Grantor’s Company's business.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material to the operations loss, impairment or infringement of any Grantorwhich might have a Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (cd) in other than as previously disclosed to the case of any such Intellectual Property Collateral that is owned by such GrantorAdministrative Agent, 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) 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 item of such Intellectual Property Collateral in full force and effect throughout the world, as applicable. Such Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such Grantor’s 's business.

Intellectual Property Collateral. (a) With respect to any Intellectual Property Collateral that is material to the operations of any Grantor: (ai) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and is valid and enforceable; (bii) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (ciii) in the case of any such Intellectual Property Collateral that is owned by such Grantor, such 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; (div) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (ev) 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 item of such Intellectual Property Collateral in full force and effect throughout the world. Such , as applicable. (b) Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in or necessary for the proper conduct of such Grantor’s 's business.

Intellectual Property Collateral. With respect to any the Copyrights, Patents, Trademarks and Licenses granted to Secured Party hereunder (the "Intellectual Property Collateral that is material to Collateral"), the operations loss, impairment or infringement of any which might have a materially adverse effect on the financial condition, operation, assets, business, properties or prospects of the Grantor, except as set forth on Schedule 4.5: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and is valid and enforceable; (b) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (c) in the case of any such Intellectual Property Collateral that is owned by such Grantor, such Grantor is the exclusive owner 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) 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 item of such Intellectual Property Collateral in full force and effect throughout the world. Such , as applicable. (e) There are in full force and effect confidentiality and noncompetition agreements between Grantor owns directly and its current and former employees prohibiting the unauthorized disclosure or is entitled dissemination of any information relating to use by license or otherwisethe Intellectual Property Collateral, all patents, trademarks, trade secrets, copyrights, licenses, technology, know-how, processes and other as well as enforceable intellectual property that is necessary for ownership agreements between Grantor and its current employees. (f) Grantor will continue to take all reasonable measures to protect against any unauthorized disclosure or dissemination of information relating to the proper conduct of such Grantor’s businessIntellectual Property Collateral by its current and future employees.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material the loss, impairment or infringement of which could reasonably be expected to the operations of any Grantorhave a Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such the Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and (subject to the terms of the Credit Agreement) in corresponding offices throughout the world world, and (ii) its claims to the Copyright Collateral in the United States Copyright Office and (subject to the terms of the Credit Agreement) in corresponding offices throughout the world; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) such 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 such item of such Intellectual Property Collateral in full force and effect throughout the world, as applicable. Such The Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such the Grantor’s business.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material to the operations of any Grantor: (a) each patent, patent application, trademark or servicemark registration, use-based trademark or service xxxx application, copyright registration, copyright application and license of such Grantor included in such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and is valid and enforceable; (b) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (c) in the case of any such Intellectual Property Collateral that is owned by such Grantor, 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) such 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. Such Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in or necessary for the proper conduct of such Grantor’s 's business.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material the loss, impairment or infringement of which could reasonably be expected to the operations of any Grantorhave a Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such the Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and (subject to the terms of the Credit Agreement) in corresponding offices throughout the world world, and (ii) its claims to the Copyright Collateral in the United States Copyright Office and (subject to the terms of the Credit Agreement) in corresponding offices throughout the world; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) such the Grantor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes Taxes to maintain each and every such item of such Intellectual Property Collateral in full force and effect throughout the world, as applicable. Such The Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such the Grantor’s 's business.

Intellectual Property Collateral. With respect to any material Intellectual Property Collateral that is material to the operations of any GrantorCollateral: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such the Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world world, and (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) such 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 such item of such Intellectual Property Collateral in full force and effect throughout the world, as applicable. Such The Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such the Grantor’s 's business.

Intellectual Property Collateral. With respect to any registered Intellectual Property Collateral that is material to the operations loss, impairment or infringement of any Grantorwhich might have a Material Adverse Effect: (a) such registered Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such registered Intellectual Property Collateral is valid and enforceable; (bc) such the Grantor has made all necessary filings and recordations to protect its interest in such registered Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such registered 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) such 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 registered Intellectual Property Collateral in full force and effect throughout the world, as applicable. Such The Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of material importance to the proper conduct of such the Grantor’s 's business.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material to the operations loss, impairment or infringement of any which might have a materially adverse effect on the financial condition, operation, assets, business, properties or prospects of the Grantor: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such the Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including including, without limitation, recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) such 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. Such The Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such 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. With respect to any Intellectual Property Collateral that is material the loss, impairment or infringement of which could reasonably be expected to the operations of any Grantorhave a Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such each Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and (subject to the terms of the Credit Agreement) in corresponding offices throughout the world world, and (ii) its claims to the Copyright Collateral in the United States Copyright Office and (subject to the terms of the Credit Agreement) in corresponding offices throughout the world; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, such each 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) such each Grantor has performed and will continue to perform all acts and has paid and will continue to pay all required fees and taxes Taxes to maintain each and every such item of such Intellectual Property Collateral in full force and effect throughout the world, as applicable. Such Each Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such Grantor’s 's business.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material to the operations loss, impairment or infringement of any Grantorwhich might have a Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such the Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (cd) in other than as previously disclosed to the case of any such Intellectual Property Collateral that is owned by such GrantorAdministrative Agent, such 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) such 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. Such , 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 valid business purpose to do otherwise.. The Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such the Grantor’s business.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is the loss, impairment or infringement of which might have a material to adverse effect on the operations financial condition, operations, assets, business, properties, revenues or prospects of any Grantorthe Borrower and its Subsidiaries taken as whole: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such Grantor has the Borrower and each of its Subsidiaries have made all necessary filings and recordations to protect its interest their respective interests in such Intellectual Property Collateral, including recordations of all of its such interests in (i) the Patent Collateral and Trademark Intellectual Property Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) the Copyright Collateral in and/or the United States Copyright Office and in corresponding offices throughout the worldOffice; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, such Grantor is Borrower and its Subsidiaries are the exclusive owner owners of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral (except for Liens created under the Loan Documents) 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 except for claims that could not reasonably be expected to have a material adverse effect on the financial condition, operations, assets, business, properties, revenues or prospects of the Borrower and its Subsidiaries taken as a whole, except as set forth in Item 6.16 (d"Intellectual Property") in of the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such licenseDisclosure Schedule; and (e) such Grantor has the Borrower and its Subsidiaries have performed and will continue to perform all acts and has have 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 in the world. Such Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarks, trade secrets, copyrights, licenses, technology, know-how, processes and other intellectual property that is necessary for the proper conduct of such Grantor’s businessUnited States.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material to the operations of any Grantor: : (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and is valid and enforceable; ; (b) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; ; (c) in the case of any such Intellectual Property Collateral that is owned by such Grantor, 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; ; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and and (e) 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 item of such Intellectual Property Collateral in full force and effect throughout the world. Such Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarks, trade secrets, copyrights, licenses, technology, know-how, processes and other intellectual property that is necessary for the proper conduct of such Grantor’s business.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material the loss, impairment or infringement of which could reasonably be expected to the operations of any Grantorhave a Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, Collateral including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the worldCollateral; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, such Grantor is the exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral and and, to the knowledge of such Grantor, no claim has been made that the use of such Intellectual Property Collateral does or may violate the asserted rights of any third party; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) 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 such Intellectual Property Collateral in full force and effect throughout the world, as applicable; PROVIDED, HOWEVER, that if, in the reasonable business judgment of such Grantor, certain Intellectual Property Collateral owned by it is not necessary to be maintained, such Grantor may allow the concomitant applications and/or registrations to lapse for that subject Intellectual Property Collateral; and (f) each item of Intellectual Property Collateral owned or licensed by such Grantor on the date hereof is described on Schedules III, IV, V or VI hereto. Such Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, licensesmask works, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing necessary for the proper conduct of such Grantor’s 's business.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral that is material to the operations loss, impairment or infringement of any Grantorwhich might have a Material Adverse Effect: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) 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 (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout in countries in which the worldfailure to so file and/or record could reasonably have a Material Adverse Effect; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) 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 such Intellectual Property Collateral in full force and effect throughout the world, as applicable. Such Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such Grantor’s 's business.

Intellectual Property Collateral. (a) With respect to any Intellectual Property Collateral that is material to the operations of any Grantor: (ai) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and is valid and enforceable; (bii) such Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world and (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (ciii) in the case of any such Intellectual Property Collateral that is owned by such Grantor, such 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; (div) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (ev) 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 item of such Intellectual Property Collateral in full force and effect throughout the world. Such , as applicable. (a) Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in or necessary for the proper conduct of such Grantor’s 's business.

Intellectual Property Collateral. With respect to any material Intellectual Property Collateral that is material to the operations of any GrantorCollateral: (a) such Intellectual Property Collateral is subsisting and has not been adjudged invalid or unenforceable, in whole or in part, and ; (b) such Intellectual Property Collateral is valid and enforceable; (bc) such each Grantor has made all necessary filings and recordations to protect its interest in such Intellectual Property Collateral, including recordations of all of its interests in (i) the Patent Collateral and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world world, and (ii) its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world; (cd) in the case of any such Intellectual Property Collateral that is owned by such Grantor, such each 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; (d) in the case of any such Intellectual Property Collateral that is licensed by such Grantor, such Grantor is in compliance with all the material terms of such license; and (e) such each 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 such Intellectual Property Collateral in full force and effect throughout the world, as applicable. Such Each Grantor owns directly or is entitled to use by license or otherwise, all patents, trademarksTrademarks, trade secretsTrade Secrets, copyrights, mask works, licenses, technology, know-how, processes and other intellectual property that is rights with respect to any of the foregoing used in, necessary for or of importance to the proper conduct of such Grantor’s 's business.