Common use of Intellectual Property Collateral Clause in Contracts

Intellectual Property Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which could reasonably be expected to 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; (b) such Intellectual Property Collateral is valid and enforceable; (c) such Grantor has made all necessary filings to record its ownership of the registrations and applications included in such Intellectual Property Collateral in the United States Patent and Trademark Office and the United States Copyright Office, as applicable; (d) such Grantor is the owner of the 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 party except for claims that could not reasonably be expected to have a Material Adverse Effect; and (e) such Grantor has performed all acts and has paid all required fees and Taxes required to maintain the registrations and applications filed with respect to any such Intellectual Property Collateral that is used in and material for, or necessary to, such Grantor’s business. 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 rights with respect to any of the foregoing that are used in and material for, or necessary to, the conduct of such Grantor’s business as currently conducted.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the Borrowers or any of their Subsidiaries, the loss, impairment or infringement of which which, individually or in the aggregate, could reasonably be expected to 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; (b) such Intellectual Property Collateral is valid and enforceable; (c) such Grantor has the Borrowers and their Restricted Subsidiaries have made all necessary filings and recordations to record its ownership of the registrations and applications included protect their respective interests in such Intellectual Property Collateral, including (if permissible) recordations of all such interests in the Intellectual Property Collateral in the United States Patent and Trademark Office and and/or the United States Copyright Office, as applicable; (d) such Grantor is the owner Borrowers and their Restricted Subsidiaries are the owners of the their respective unencumbered right, title and interest in and to such Intellectual Property Collateral (except for (i) Liens created under the Indenture Documents, (ii) Loan Documents and Permitted Liens, Liens and (iii) except for rights of licensees under licenses of such Intellectual Property Collateral in the ordinary course of business) and 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 party except for claims that could not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect; and (e) such Grantor has the Borrowers and their Restricted Subsidiaries have performed all acts and has have paid all required fees and Taxes taxes required to maintain the registrations and applications filed with respect to for any such Intellectual Property Collateral that is used in and material for, or necessary to, such Grantor’s business. Each Grantor owns directly to the business of any Borrower or is entitled to use by license or otherwise, all Patents, Trademarks, Trade Secrets, Copyrights, licenses, technology, know-how, processes and rights with respect to any of the foregoing that are used in and material for, or necessary to, the conduct of such Grantor’s business as currently conductedtheir Restricted Subsidiaries.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which could reasonably be expected to 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; (b) such Intellectual Property Collateral is valid and enforceable; (c) such Grantor has made all necessary filings to record its ownership of the registrations and applications included in such Intellectual Property Collateral in the United States Patent and Trademark Office and the United States Copyright Office, as applicable; (d) such Grantor is the owner of the unencumbered right, title and interest in and to such Intellectual Property Collateral (except for (i) Liens created under the Indenture 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 party except for claims that could not reasonably be expected to have a Material Adverse Effect; and (e) such Grantor has performed all acts and has paid all required fees and Taxes required to maintain the registrations and applications filed with respect to any such Intellectual Property Collateral that is used in and material for, or necessary to, such Grantor’s any Borrower's business. 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 rights with respect to any of the foregoing that are used in and material for, or necessary to, the conduct of such Grantor’s 's business as currently conducted.

Intellectual Property Collateral. With respect to any -------------------------------- Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which could reasonably be expected to might have a Material Adverse Effectmaterially 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; (b) such Intellectual Property Collateral is valid and enforceable; (c) such Grantor has made all necessary filings and recordations to record protect its ownership of the registrations and applications included interest in such Intellectual Property Collateral, including, without limitation, recordations of all of its 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, as applicableOffice and in corresponding offices throughout the world; (d) 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 party except for claims that could not reasonably be expected to have a Material Adverse Effectparty; 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 required taxes to maintain the registrations each and applications filed with respect to any such every item of Intellectual Property Collateral that is used in full force and material foreffect throughout the world, or necessary to, such Grantor’s businessas applicable. Each Such Grantor owns directly or is entitled to use by license or otherwise, all Patentspatents, Trademarks, Trade Secrets, Copyrightscopyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing that are used in and material forin, necessary for or necessary to, of importance to the conduct of such Grantor’s business as currently conducted'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 owned by such Grantor the loss, impairment or infringement of which could is reasonably be expected likely to 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; (b) ; such Intellectual Property Collateral is valid and enforceable; (c) ; such Grantor (and/or the Borrower) has made all necessary filings and recordations to record protect its ownership of the registrations and applications included interest in such Intellectual Property Collateral, including recordations of all of its 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 OfficeOffice and in corresponding offices throughout the world, in each case where it is commercially reasonable to do so; other than as applicable; (d) previously disclosed in writing to the Secured Party, such Grantor (and/or the Borrower) 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 party except for claims that could not reasonably be expected to have a Material Adverse Effectparty; and (e) and 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 required taxes to maintain the registrations each and applications filed with respect to any such 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 used in and material forof negligible economic value to such Grantor, or necessary to, such Grantor’s business(ii) has a reasonable and valid business purpose to do otherwise. Each Such Grantor owns directly or is entitled to use by license or otherwise, all Patentspatents, Trademarks, Trade Secrets, Copyrightscopyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing that are used in and material for, or necessary to, to the conduct of such Grantor’s business as currently presently conducted.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the condition (financial or otherwise), business, operations, assets, liabilities (contingent or otherwise) or properties of the 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; (b) such Intellectual Property Collateral is valid and enforceable; (c) such the Grantor has made all necessary filings and recordations to record protect its ownership of the registrations and applications included interest in such Intellectual Property Collateral, including recordations of all of its interests in 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, and its claims to the Copyright Collateral in the United States Copyright Office, as applicableOffice and (subject to the terms of the Credit Agreement) in corresponding offices throughout the world; (d) such the 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 party except for claims that could not reasonably be expected to have a Material Adverse Effectparty; 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 required taxes to maintain the registrations each and applications filed with respect to any every such item of Intellectual Property Collateral that is used in full force and material foreffect. Except as would not have a Material Adverse Effect, or necessary to, such Grantor’s business. Each the Grantor owns directly or is entitled to use by license or otherwise, all Patentspatents, Trademarks, Trade Secrets, Copyrightscopyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing that are used in and material forin, necessary for or necessary to, of importance to the conduct of such the Grantor’s business as currently conductedbusiness.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the Borrowers or any of their Subsidiaries, the loss, impairment or infringement of which which, individually or in the aggregate, could reasonably be expected to 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; (b) such Intellectual Property Collateral is valid and enforceable; (c) such Grantor has the Borrowers and their Subsidiaries have made all necessary filings and recordations to record its ownership of the registrations and applications included protect their respective interests in such Intellectual Property Collateral, including (if permissible) recordations of all such interests in the Intellectual Property Collateral in the United States Patent and Trademark Office and and/or the United States Copyright Office, as applicable; (d) such Grantor is the owner Borrowers and their Subsidiaries are the owners of the their respective unencumbered right, title and interest in and to such Intellectual Property Collateral (except for (i) Liens created under the Indenture Documents, (ii) Loan Documents and Permitted Liens, Liens and (iii) except for rights of licensees under licenses of such Intellectual Property Collateral in the ordinary course of business) and 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 party except for claims that could not reasonably be expected to to, individually or in the aggregate, have a Material Adverse Effect; and (e) such Grantor has the Borrowers and their Subsidiaries have performed all acts and has have paid all required fees and Taxes taxes required to maintain the registrations and applications filed with respect to for any such Intellectual Property Collateral that is used in and material for, or necessary to, such Grantor’s business. Each Grantor owns directly to the business of any Borrower or is entitled to use by license or otherwise, all Patents, Trademarks, Trade Secrets, Copyrights, licenses, technology, know-how, processes and rights with respect to any of the foregoing that are used in and material for, or necessary to, the conduct of such Grantor’s business as currently conductedtheir Subsidiaries.

Intellectual Property Collateral. With respect to any -------------------------------- Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which could reasonably be expected to might have a Material Adverse Effectmaterially 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 or invalid or unenforceable, in whole or in part; (b) such Intellectual Property Collateral is valid and enforceable; (c) such the Grantor has made all necessary filings and recordations to record protect its ownership of the registrations and applications included interest in such Intellectual Property Collateral, including, without limitation, recordations of all of its 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, as applicableOffice and in corresponding offices throughout the world; (d) such the 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 party except for claims that could not reasonably be expected to have a Material Adverse Effectparty; 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 required taxes to maintain the registrations each and applications filed with respect to any such every item of Intellectual Property Collateral that is used in full force and material foreffect throughout the world, or necessary to, such Grantor’s businessas applicable. Each The Grantor owns directly or is entitled to use by license or otherwise, all Patentspatents, Trademarks, Trade Secrets, Copyrightscopyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing that are used in and material forin, necessary for or necessary to, of importance to the conduct of such the Grantor’s business as currently conducted'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 owned by such Grantor the loss, impairment or infringement of which could reasonably be expected to have a Material Adverse Effectmaterial adverse effect on the condition (financial or otherwise), business, operations, assets, liabilities (contingent or otherwise) or properties of the 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; (b) such Intellectual Property Collateral is valid and enforceable; (c) such Grantor has made all necessary filings and recordations to record protect its ownership of the registrations and applications included interest in such Intellectual Property Collateral, including recordations of all of its interests in 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, and its claims to the Copyright Collateral in the United States Copyright Office, as applicableOffice and (subject to the terms of the Credit Agreement) in corresponding offices throughout the world; (d) 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 party except for claims that could not reasonably be expected to have a Material Adverse Effectparty; 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 required taxes to maintain the registrations each and applications filed with respect to any every such item of Intellectual Property Collateral that is used in full force and material foreffect. Except as would not have a Material Adverse Effect, or necessary to, such Grantor’s business. Each each Grantor owns directly or is entitled to use by license or otherwise, all Patentspatents, Trademarks, Trade Secrets, Copyrightscopyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing that are used in and material forin, necessary for or necessary to, of importance to the conduct of such Grantor’s business as currently conductedbusiness.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which could reasonably be expected to 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; (b) such Intellectual Property Collateral is valid and enforceable; (c) such Grantor has made all necessary filings to record its ownership of the registrations and applications included in such Intellectual Property Collateral in the United States Patent and Trademark Office and the United States Copyright Office, as applicable; (d) such Grantor is the owner of the unencumbered right, title and interest in and to such Intellectual Property Collateral (except for (i) Liens created under the Indenture 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 party except for claims that could not reasonably be expected to have a Material Adverse Effect; and (e) such Grantor has performed all acts and has paid all required fees and Taxes required to maintain the registrations and applications filed with respect to any such Intellectual Property Collateral that is used in and material for, or necessary to, such Grantorany Borrower’s business. 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 rights with respect to any of the foregoing that are used in and material for, or necessary to, the conduct of such Grantor’s business as currently conducted.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which could reasonably be expected to 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; (b) such Intellectual Property Collateral is valid and enforceable; (c) such Grantor has made all necessary filings to record its ownership of the registrations and applications included in such Intellectual Property Collateral in the United States Patent and Trademark Office and the United States Copyright Office, as applicable; (d) such Grantor is the owner of the unencumbered right, title and interest in and to such Intellectual Property Collateral (except for (i) Liens created under the Indenture 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 party except for claims that could not reasonably be expected to have a Material Adverse Effect; and (e) such Grantor has performed all acts and has paid all required fees and Taxes required to maintain the registrations and applications filed with respect to any such Intellectual Property Collateral that is used in and material for, or necessary to, such any Grantor’s business. 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 rights with respect to any of the foregoing that are used in and material for, or necessary to, the conduct of such Grantor’s business as currently conducted.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which could would reasonably be expected to 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; (b) such Intellectual Property Collateral is valid and enforceable; (c) such Grantor has made all necessary filings and recordations to record protect its ownership of the registrations and applications included 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 the Patent Collateral, if any, and Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices in countries in which the failure to so file and/or record would reasonably be expected to have a Material Adverse Effect and its claims to the Copyright Collateral, if any, in the United States Copyright Office, as applicableOffice and in corresponding offices in countries in which the failure to so file and/or record would reasonably be expected to have a Material Adverse Effect; (d) 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 party except for claims that could not reasonably be expected to have a Material Adverse Effectparty; 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 required taxes to maintain the registrations each and applications filed with respect to any every such item of Intellectual Property Collateral that is used in full force and material foreffect throughout the world, or necessary to, such Grantor’s businessas applicable. Each Such Grantor owns directly or is entitled to use by license or otherwise, all Patentspatents, Trademarks, Trade Secrets, Copyrightscopyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing that are used in and material for, or necessary to, for the conduct of such Grantor’s business as currently conductedbusiness.

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 could reasonably be expected to might have a Material Adverse Effect: 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) such the Grantor has made all necessary filings and recordations to record protect its ownership of the registrations and applications included 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, as applicable; Office and in corresponding offices throughout the world; (d) such the 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 party except for claims that could not reasonably be expected to have a Material Adverse Effectparty; and 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 required taxes to maintain the registrations each and applications filed with respect to any such every item of Intellectual Property Collateral that is used in full force and material foreffect throughout the world, or necessary to, such Grantor’s businessas applicable. Each The Grantor owns directly or is entitled to use by license or otherwise, all Patentspatents, Trademarks, Trade Secrets, Copyrightscopyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing that are used in and in, necessary for or of material for, or necessary to, importance to the conduct of such the Grantor’s business as currently conductedbusiness.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which could reasonably be expected to 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; (b) to the knowledge of such Grantor such Intellectual Property Collateral is valid and enforceable; (c) such Grantor has made all necessary filings and recordations to record protect its ownership interest in any Intellectual Property Collateral that is registered with, issued by, or the subject of an application for registration with or issuance by a Government Authority, including letters patent, trademark registrations or applications for either of the registrations foregoing in its interests in the Patent Collateral, if any, and applications included in such Intellectual Property Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices in countries in which the failure to so file and/or record could reasonably be expected to have a Material Adverse Effect and its claims to the Copyright Collateral, if any, in the United States Copyright Office, as applicableOffice and in corresponding offices in countries in which the failure to so file and/or record could reasonably be expected to have a Material Adverse Effect; (d) with respect to items of Intellectual Property Collateral that are owned by a Grantor, 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 written claim has been made received by such Grantor that the use of such Intellectual Property Collateral in the business of such Grantor does or may violate the asserted intellectual property rights of any third party except for claims that could not reasonably be expected to have a Material Adverse Effectparty; 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 required taxes to maintain the registrations each and applications filed with respect to any every such item of owned Intellectual Property Collateral that is used in full force and material foreffect throughout the world, or necessary to, such Grantor’s businessas applicable. Each Such Grantor owns directly or is entitled to use by license or otherwise, all Patentspatents, Trademarks, Trade Secrets, Copyrightscopyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing that are used in and material for, or necessary to, the conduct of such Grantor’s business as currently conductedbusiness.

Intellectual Property Collateral. With respect to any Intellectual Property Collateral owned by such Grantor the loss, impairment or infringement of which could is reasonably be expected likely to 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; (b) ; such Intellectual Property Collateral is valid and enforceable; ; the Grantor (cand/or its Subsidiaries) such Grantor has made all necessary filings and recordations to record protect its ownership of the registrations and applications included interest in such Intellectual Property Collateral, including recordations of all of its 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 OfficeOffice and in corresponding offices throughout the world, in each case where it is commercially reasonable to do so; other than as applicable; previously disclosed in writing to the Secured Party, the Grantor (dand/or its Subsidiaries) 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 party except for claims that could not reasonably be expected to have a Material Adverse Effectparty; and (e) such and 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 required taxes to maintain the registrations each and applications filed with respect to any such 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 used in and material forof negligible economic value to the Grantor, or necessary to, such Grantor’s business(ii) has a reasonable and valid business purpose to do otherwise. Each The Grantor owns directly or is entitled to use by license or otherwise, all Patentspatents, Trademarks, Trade Secrets, Copyrightscopyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing that are used in and material for, or necessary to, to the conduct of such the Grantor’s business as currently presently conducted.