Common use of Intellectual Property Collateral Clause in Contracts

Intellectual Property Collateral. As of the date hereof, the Grantors own or have the right to use all Intellectual Property used in the conduct of their respective business. As of the date hereof, a true and correct list of all Trademark Registrations and applications for any Trademark Registrations owned by such Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 6 annexed hereto; a list of all issued Patents and applications for any Patents owned by such Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 7 annexed hereto; and a list of all Copyright Registrations and applications for Copyright Registrations owned by such Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 8 annexed hereto. As of the date hereof, to each such Grantor’s knowledge, all Intellectual Property listed in Schedules 6, 7, and 8 is valid, subsisting, unexpired and enforceable and no event has occurred or failed to occur which permits, or after notice or lapse of time or both would permit, the revocation, termination, abandonment, or cancellation of any Intellectual Property Collateral of such Grantor (except any patents or registrations naturally expiring) and as of the date hereof no proceedings are currently pending before any Governmental Authority challenging the validity, enforceability, or scope of the assets themselves or such Grantor’s right to own or use any Intellectual Property Collateral of such Grantor, except, in each case, to the extent such revocation, termination or proceedings would not reasonably be expected to result in a Material Adverse Effect; as of the date hereof, no holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity or enforceability of such Grantor’s rights in any Intellectual Property Collateral; and except as set forth in Schedule 10 attached hereto, as of the date hereof, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property Collateral or the validity or effectiveness of any Intellectual Property Collateral, nor does Grantor know of any valid basis for such claim, except for such claims that in the aggregate would not reasonably be expected to result in a Material Adverse Effect. As of the date hereof, to such Grantor’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any rights in any Intellectual Property Collateral except as would not reasonably be expected to have a Material Adverse Effect, and no action is pending in which such Grantor alleges any such infringement, misappropriation, dilution or other violation. Except as set forth in Schedule 10 attached hereto, as of the date hereof, the business of Grantors does not infringe, violate, misuse or misappropriate the rights in Intellectual Property owned or held by any Person, except for such claims and infringements that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Intellectual Property Collateral. As Such Grantor represents that except for any Patent Collateral, Trademark Collateral, and Copyright Collateral specified in Item A, Item B and Item C, respectively, of Schedule III hereto, and any and all Trade Secrets Collateral, such Grantor does not own and has no interests in any other material Intellectual Property Collateral as of the date hereof, other than the Grantors own or have the right Computer Hardware and Software Collateral. Such Grantor further represents and warrants that, with respect to use all Intellectual Property used in the conduct of their respective business. As of the date hereof, a true and correct list of all Trademark Registrations and applications for any Trademark Registrations owned by such Grantor and Collateral which is material to the conduct of the such Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 6 annexed hereto; a list of all issued Patents and applications for any Patents owned by (a) such Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 7 annexed hereto; and a list of all Copyright Registrations and applications for Copyright Registrations owned by such Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 8 annexed hereto. As of the date hereof, to each such Grantor’s knowledge, all Intellectual Property listed in Schedules 6, 7, and 8 Collateral is valid, subsisting, unexpired and enforceable and has not been abandoned or adjudged invalid or unenforceable, in whole or in part, (b) such Grantor is the sole and exclusive owner of the entire and unencumbered right, title and interest in and to such Intellectual Property Collateral, subject to Permitted Liens, and no event claim has occurred or failed to occur which permits, or after notice or lapse been made that the use of time or both would permit, the revocation, termination, abandonment, or cancellation of any such Intellectual Property Collateral does or may, conflict with, infringe, misappropriate, dilute, misuse or otherwise violate any of the rights of any third party in any material respects, (c) such Grantor (except any patents or registrations naturally expiring) has made all necessary filings and as of the date hereof no proceedings are currently pending before any Governmental Authority challenging the validity, enforceability, or scope of the assets themselves or recordations to protect its interest in such Grantor’s right to own or use any material Intellectual Property Collateral, including recordations of any of its interests in the Patent Collateral of such Grantorand Trademark Collateral in the United States Patent and Trademark Office and in corresponding offices throughout the world, exceptand its claims to the Copyright Collateral in the United States Copyright Office and in corresponding offices throughout the world, in each caseand, to the extent such revocationnecessary, termination or proceedings would not reasonably be expected to result has used proper statutory notice in a Material Adverse Effect; as of the date hereof, no holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity or enforceability of such Grantor’s rights in any Intellectual Property Collateral; and except as set forth in Schedule 10 attached hereto, as of the date hereof, no claim has been asserted and is pending by any Person challenging or questioning the connection with its use of any such Intellectual Property Collateral or material patent, Trademark and copyright in any of the validity or effectiveness of any Intellectual Property Collateral, nor does (d) such Grantor know has taken all reasonable steps to safeguard its Trade Secrets and to its knowledge none of the Trade Secrets of such Grantor has been used, divulged, disclosed or appropriated for the benefit of any valid basis for other Person other than such claimGrantor, except for such claims that in the aggregate would not reasonably be expected to result in a Material Adverse Effect. As of the date hereof, (e) to such Grantor’s knowledge, no Person third party is infringinginfringing upon any material Intellectual Property Collateral owned or used by such Grantor in any material respect, misappropriatingor any of its respective licensees, diluting (f) no settlement or otherwise violating consents, covenants not to xxx, nonassertion assurances, or releases have been entered into by such Grantor or to which such Grantor is bound that adversely affects its rights to own or use any rights in Intellectual Property, (g) such Grantor has not made a previous assignment, sale, transfer or agreement constituting a present or future assignment, sale or transfer of any Intellectual Property for purposes of granting a security interest or as Collateral except as would that has not reasonably be expected to have a Material Adverse Effectbeen terminated or released, (h) such Grantor uses adequate standards of quality in the manufacture, distribution, and no sale of all products sold and in the provision of all services rendered under or in connection with any Trademarks and has taken all commercially reasonable action is pending in which necessary to insure that any licensees of any Trademarks owned by such Grantor alleges any use such infringementadequate standards of quality, misappropriation, dilution or other violation. Except as set forth in Schedule 10 attached hereto, as (i) the consummation of the date hereof, transactions contemplated by the business Credit Agreement and this Security Agreement will not result in the termination or material impairment of Grantors does not infringe, violate, misuse or misappropriate any material portion of the rights in Intellectual Property owned Collateral, and (j) such Grantor owns directly or held is entitled to use by license or otherwise, any Personpatents, except trademarks, tradenames, Trade Secrets, copyrights, mask works, licenses, technology, know-how, processes and rights with respect to any of the foregoing used in, and necessary for the conduct of such claims and infringements that, Grantor’s business in the aggregate, would not reasonably be expected to result in a Material Adverse Effectany material respect.

Intellectual Property Collateral. As of the date hereofClosing Date, the Grantors own own, or have the right to use use, all Intellectual Property used in necessary for the conduct of their respective business, except where the failure to own or have such right to use in the aggregate would not reasonably be expected to result in a Material Adverse Effect. As of the date hereofClosing Date, a true and correct list of all Intellectual Property Collateral consisting of United States Trademark Registrations and applications for any Trademark Registrations owned by such each Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 6 annexed hereto; a list of all issued Intellectual Property Collateral consisting of United States Issued Patents and applications for any Issued Patents owned by such Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 7 annexed hereto; and a list of all Intellectual Property Collateral consisting of United States Copyright Registrations, applications for United States Copyright Registrations and exclusive licenses in respect of any United States Copyright Registrations and applications for United States Copyright Registrations owned by or granted to such Grantor and material to the conduct of the Grantor’s business , as conducted or reasonably expected to be conducted applicable, is set forth on Schedule 8 annexed hereto. As of the date hereofClosing Date, to each such Grantor’s knowledge, all Material Intellectual Property listed in Schedules 6, 7, and 8 is valid, subsisting, unexpired and enforceable enforceable, and no event has occurred or failed to occur which permits, or after notice or lapse of time or both would permit, the revocation, termination, abandonment, or cancellation of any Material Intellectual Property Collateral of such Grantor (except any patents Issued Patents or registrations Copyright Registrations naturally expiring) ), and as of the date hereof Closing Date no proceedings are currently pending before any Governmental Authority challenging the validity, enforceability, or scope of the assets themselves or such Grantor’s right to own or use any Intellectual Property Collateral of such Grantor, except, in each case. As of the Closing Date, to the extent each such revocation, termination or proceedings would not reasonably be expected to result in a Material Adverse Effect; as of the date hereofGrantor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity or enforceability of such Grantor’s rights in any Material Intellectual Property Collateral; and except Property. Except as set forth in Schedule 10 9 attached hereto, as of the date hereofClosing Date, to each such Grantor’s knowledge, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Material Intellectual Property Collateral or the validity or effectiveness of any Material Intellectual Property CollateralProperty, nor does Grantor know of any valid basis for such claim, except for such claims that in the aggregate would not reasonably be expected to result in a Material Adverse Effect. As of the date hereofClosing Date, to such Grantor’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any rights in any Intellectual Property Collateral except as would not reasonably be expected to have a Material Adverse EffectCollateral, and no action is pending in which such Grantor alleges any such infringement, misappropriation, dilution or other violation. Except as set forth in Schedule 10 9 attached hereto, as of the date hereofClosing Date, to the knowledge of each Grantor, the business of the Grantors does not infringe, violate, misuse or misappropriate the rights in Intellectual Property owned or held by any PersonPerson in any material respect. The representations and warranties as to the information set forth in Schedules referred to herein are made as to each Grantor (other than Additional Grantors) on and as of the Closing Date and as to each Additional Grantor as of the date of the applicable Counterpart, except for such claims and infringements that, in the aggregatecase of an IP Supplement or notice delivered pursuant to Section 5(c) hereof, would not reasonably be expected to result such representations and warranties are made by such Grantor delivering such supplement or notice solely in a Material Adverse Effectrespect of such identified Collateral as of the date of such supplement or notice.

Intellectual Property Collateral. As of the date hereofClosing Date, the Grantors own or have the right to use use, all Intellectual Property used in necessary for the conduct of their respective business, except where failure to own or have such right to use in the aggregate would not reasonably be expected to result in a Material Adverse Effect. As of the date hereofClosing Date, a true and correct list of all Intellectual Property Collateral consisting of Trademark Registrations and applications for any Trademark Registrations owned by such each Grantor and material to the conduct of the such Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 6 annexed hereto; a list of all Intellectual Property Collateral consisting of issued Patents and applications for any Patents owned by such Grantor and material to the conduct of the such Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 7 annexed hereto; and a list of all Intellectual Property Collateral consisting of Copyright Registrations and applications for Copyright Registrations owned by such Grantor and material to the conduct of the such Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 8 annexed hereto, provided, however, that in the case of each of Schedules 6, 7 and 8, any listing of Intellectual Property that is not material to the conduct of such Grantor’s business as conducted or reasonably expected to be conducted shall not be a breach of this Section. As of the date hereofClosing Date, to each such Grantor’s knowledge, all Intellectual Property listed in Schedules 6, 7, and 8 that is material to the conduct of such Grantor’s business as conducted or reasonably expected to be conducted is valid, subsisting, unexpired and enforceable enforceable, and no event has occurred or failed to occur which permits, or after notice or lapse of time or both would permit, the revocation, termination, abandonment, or cancellation of any Intellectual Property Collateral of such Grantor (except any patents or registrations naturally expiring) ), and as of the date hereof Closing Date no proceedings are currently pending before any Governmental Authority challenging the validity, enforceability, or scope of the assets themselves or such Grantor’s right to own or use any Intellectual Property Collateral of such Grantor, except, in each case, to the extent such revocation, termination termination, abandonment, cancellation or proceedings would not reasonably be expected to result in a Material Adverse Effect; as . As of the date hereofClosing Date, to each such Grantor’s knowledge, no holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity or enforceability of such Grantor’s rights in any Intellectual Property Collateral; and , except to the extent such holding, decision, or judgment would not reasonably be expected to result in a Material Adverse Effect. Except as set forth in Schedule 10 9 attached hereto, as of the date hereofClosing Date, to each such Grantor’s knowledge, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property Collateral or the validity or effectiveness of any Intellectual Property Collateral, nor does Grantor know of any valid basis for such claim, except for such claims that in the aggregate would not reasonably be expected to result in a Material Adverse Effect. As of the date hereofClosing Date, to such Grantor’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any rights in any Intellectual Property Collateral except as would not reasonably be expected to have a Material Adverse Effect, and no action is pending in which such Grantor alleges any such infringement, misappropriation, dilution or other violation. Except as set forth in Schedule 10 9 attached hereto, as of the date hereofClosing Date, to the knowledge of each Grantor, the business of the Grantors does not infringe, violate, misuse or misappropriate the rights in Intellectual Property owned or held by any Person, except for such claims and infringements that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect. The representations and warranties as to the information set forth in Schedules referred to herein are made as to each Grantor (other than Additional Grantors) on and as of the Closing Date and as to each Additional Grantor as of the date of the applicable Counterpart, except that, in the case of an IP Supplement or notice delivered pursuant to Section 5(c) hereof, such representations and warranties are made by such Grantor delivering such supplement or notice solely in respect of such identified Collateral as of the date of such supplement or notice.

Intellectual Property Collateral. As On the last Business Day of each Fiscal Quarter, each Subsidiary Grantor shall notify Administrative Agent of all rights obtained by such Grantor to any new material Intellectual Property Collateral during such Fiscal Quarter and also whether such Grantor became entitled during such Fiscal Quarter to the benefit of (a) any patent application or patent or any reissue, division, continuation, renewal, extension or continuation-in-part of any Patent or any improvement of any Patent; or (b) any Copyright Registration, application for Registration or renewals or extension of any Copyright, and in any such case, upon the giving of such notice, the provisions of this Agreement shall apply thereto. On the last Business Day of each Fiscal Quarter, each Grantor shall notify Secured Party in writing of any of the date hereof, the Grantors own or have the right to use all Intellectual Property used in the conduct foregoing rights acquired by Grantor during such Fiscal Quarter and of their respective business. As of the date hereof, a true and correct list of all Trademark Registrations and applications for (i) any Trademark Registrations owned by such Grantor and material to the conduct of the Grantor’s business as conducted issued or reasonably expected to be conducted is set forth on Schedule 6 annexed hereto; a list of all issued Patents and applications for Trademark Registration or applications for Patents made, and (ii) any Patents owned by such Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 7 annexed hereto; and a list of all Copyright Registrations and issued or applications for Copyright Registrations owned by Registration made, in any such case, during such Fiscal Quarter. On the last Business Day of each Fiscal Quarter, with respect to the filing of an application, during such Fiscal Quarter, for any (1) Trademark Registration; (2) Patent; and (3) Copyright Registration, each Subsidiary Grantor shall execute and deliver to Secured Party and record in all places where this Agreement is recorded a Pledge Supplement, pursuant to which such Grantor and material shall grant to Secured Party a security interest to the conduct extent of its interest in such Intellectual Property Collateral; provided, if, in the reasonable judgment of such Grantor, after due inquiry, granting such interest would result in the grant of a Trademark Registration or Copyright Registration in the name of Secured Party, in which event such Grantor shall give written notice to Secured Party as soon as reasonably practicable and the filing shall instead be undertaken as soon as practicable but in no case later than immediately following the grant of the applicable Trademark Registration or Copyright Registration, as the case may be. In addition to the foregoing, each Grantor hereby authorizes Secured Party to modify this Agreement without obtaining Grantor’s business 's approval of or signature to such modification by amending Schedule 1(c), as conducted or reasonably expected to be conducted is set forth on Schedule 8 annexed hereto. As of the date hereofapplicable, to each such Grantor’s knowledgeinclude reference to any right, all title or interest in any existing Intellectual Property listed in Schedules 6, 7, and 8 is valid, subsisting, unexpired and enforceable and no event has occurred Collateral or failed to occur which permits, or after notice or lapse of time or both would permit, the revocation, termination, abandonment, or cancellation of any Intellectual Property Collateral of such Grantor (except any patents acquired or registrations naturally expiring) and as of the date hereof no proceedings are currently pending before any Governmental Authority challenging the validity, enforceability, or scope of the assets themselves or such Grantor’s right to own or use any Intellectual Property Collateral of such Grantor, except, in each case, to the extent such revocation, termination or proceedings would not reasonably be expected to result in a Material Adverse Effect; as of the date hereof, no holding, decision or judgment has been rendered developed by any Governmental Authority which would limitSubsidiary Grantor after the execution hereof or to delete any reference to any right, cancel title or question the validity or enforceability of such Grantor’s rights in any Intellectual Property Collateral; and except as set forth in Schedule 10 attached hereto, as of the date hereof, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property Collateral or the validity or effectiveness of any Intellectual Property Collateral, nor does Grantor know of any valid basis for such claim, except for such claims that in the aggregate would not reasonably be expected to result in a Material Adverse Effect. As of the date hereof, to such Grantor’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any rights interest in any Intellectual Property Collateral except as would not reasonably be expected to have a Material Adverse Effect, and no action is pending in which such Grantor alleges no longer has or claims any such infringementright, misappropriation, dilution title or other violation. Except as set forth in Schedule 10 attached hereto, as of the date hereof, the business of Grantors does not infringe, violate, misuse or misappropriate the rights in Intellectual Property owned or held by any Person, except for such claims and infringements that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effectinterest.

Intellectual Property Collateral. As of the date hereof, the Grantors own or have the right to use all Intellectual Property used in the conduct of their respective business. As of the date hereof, Closing Date: a true and correct list of all (i) Intellectual Property Collateral consisting of Trademark Registrations and Domain Names owned by such Grantor, applications for any Trademark Registrations owned by such Grantor or Trademarks owned by such Grantor and otherwise material to the conduct of the such Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 6 annexed hereto; a list (ii) Intellectual Property Collateral consisting of all issued Patents (and applications for any Patents including Patent applications) owned by such Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 7 annexed hereto; and a list (iii) Intellectual Property Collateral consisting of all Copyright Registrations and owned by such Grantor, applications for Copyright Registrations owned by such Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted Copyrights owned by such Grantor is set forth on Schedule 8 annexed hereto; (iv) Material Licenses (excluding licenses for commercially-available off-the-shelf software) are set forth on Schedule 9 annexed hereto; and (v) Non-Securitized Licenses are set forth on Schedule 10 annexed hereto. As of the date hereofClosing Date, to each such Grantor’s knowledge, all registered or issued Intellectual Property listed (or required to be listed) in Schedules 6, 7, and 8 is valid, subsisting, unexpired and enforceable and no event has occurred or failed to occur which permits, or after notice or lapse of time or both would permit, the revocation, termination, abandonment, or cancellation orcancellation of any such Intellectual Property Collateral of such Grantor (except any patents or registrations naturally expiringexpiring at the end of their non-renewable statutory term), and all applications listed (or required to be listed) in Schedules 6, 7 and 8 remain pending before the applicable IP Filing Office. Except as set forth in Schedule 7 hereto, as of the date hereof Closing Date, no proceedings are currently pending before any Governmental Authority Authority, and no claim has been asserted in writing, challenging the validity, enforceability, infringement or scope ownership of the assets themselves or such Grantor’s right to own or use any material Intellectual Property Collateral of owned or licensed by such Grantor, except, in each case, to the extent such revocation, termination or proceedings would not reasonably be expected to result in a Material Adverse Effect; as of the date hereof, no holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity or enforceability of such Grantor’s rights in any Intellectual Property Collateral; and except as set forth in Schedule 10 attached hereto, as of the date hereof, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property Collateral or the validity or effectiveness of any Intellectual Property Collateral, nor does Grantor know of any valid basis for such claim, except for such claims that in the aggregate would not reasonably be expected to result in a Material Adverse Effect. As of the date hereofClosing Date, (i) to such Grantor’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any rights in any material Intellectual Property Collateral except as would not reasonably be expected to have a Material Adverse Effect, owned by such Grantor and (ii) no action is pending before any Governmental Authority in which such Grantor alleges any such infringement, misappropriation, dilution or other violation. Except as set forth in Schedule 10 7 attached hereto, as of the date hereofClosing Date, to the knowledge of such Grantor, the business of Grantors such Grantor does not infringe, violatemisappropriate, misuse dilute, or misappropriate otherwise violate the rights in Intellectual Property owned or held by any PersonPerson in any in any manner which reasonably could be expected to result in, either individually or in the aggregate, a Material Adverse Effect. The representations and warranties as to the information set forth in Schedules referred to herein are made as to such Grantor (other than Additional Grantors) on and as of the Closing Date and as to each Additional Grantor as of the date of the applicable Counterpart, except for such claims and infringements that, in the aggregatecase of an IP Supplement or notice delivered pursuant to Section 5(c) hereof, would not reasonably be expected to result such representations and warranties are made by such Grantor delivering such supplement or notice solely in a Material Adverse Effectrespect of such identified Collateral as of the date of such supplement or notice.

Intellectual Property Collateral. As of the date hereofIssue Date, the Grantors own or have the right to use all Intellectual Property used in the conduct of their respective business. As of the date hereofIssue Date, a true and correct list of all Trademark Registrations and applications for any Trademark Registrations owned by such Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 6 annexed hereto; a list of all issued Patents and applications for any Patents owned by such Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 7 annexed hereto; and a list of all Copyright Registrations and applications for Copyright Registrations owned by such Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 8 annexed hereto. As of the date hereofIssue Date, to each such Grantor’s knowledge, all Intellectual Property listed in Schedules 6, 7, and 8 is valid, subsisting, unexpired and enforceable and no event has occurred or failed to occur which permits, or after notice or lapse of time or both would permit, the revocation, termination, abandonment, or cancellation of any Intellectual Property Collateral of such Grantor (except any patents or registrations naturally expiring) and as of the date hereof Issue Date no proceedings are currently pending before any Governmental Authority challenging the validity, enforceability, or scope of the assets themselves or such Grantor’s right to own or use any Intellectual Property Collateral of such Grantor, except, in each case, to the extent such revocation, termination or proceedings would not reasonably be expected to result in a Material Adverse Effect; as of the date hereofIssue Date, no holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question the validity or enforceability of such Grantor’s rights in any Intellectual Property Collateral; and except as set forth in Schedule 10 attached hereto, as of the date hereofIssue Date, no claim has been asserted and is pending by any Person challenging or questioning the use of any such Intellectual Property Collateral or the validity or effectiveness of any Intellectual Property Collateral, nor does Grantor know of any valid basis for such claim, except for such claims that in the aggregate would not reasonably be expected to result in a Material Adverse Effect. As of the date hereofIssue Date, to such Grantor’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any rights in any Intellectual Property Collateral except as would not reasonably be expected to have a Material Adverse Effect, and no action is pending in which such Grantor alleges any such infringement, misappropriation, dilution or other violation. Except as set forth in Schedule 10 attached hereto, as of the date hereofIssue Date, the business of Grantors does not infringe, violate, misuse or misappropriate the rights in Intellectual Property owned or held by any Person, except for such claims and infringements that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.

Intellectual Property Collateral. As of the date hereof, the Grantors own or have the right to use all Intellectual Property used in the conduct of their respective business. As of the date hereof, Closing Date: a true and correct list of all (i) Intellectual Property Collateral consisting of Trademark Registrations and Domain Names owned by such Grantor, applications for any Trademark Registrations owned by such Grantor or Trademarks owned by such Grantor and otherwise material to the conduct of the such Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 6 annexed hereto; a list (ii) Intellectual Property Collateral consisting of all issued Patents (and applications for any Patents including Patent applications) owned by such Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted is set forth on Schedule 7 annexed hereto; and a list (iii) Intellectual Property Collateral consisting of all Copyright Registrations and owned by such Grantor, applications for Copyright Registrations owned by such Grantor and material to the conduct of the Grantor’s business as conducted or reasonably expected to be conducted Copyrights owned by such Grantor is set forth on Schedule 8 annexed hereto; (iv) Material Licenses (excluding licenses for commercially-available off-the-shelf software) are set forth on Schedule 9 annexed hereto; and (v) Non-Securitized Licenses are set forth on Schedule 10 annexed hereto. As of the date hereofClosing Date, to each such Grantor’s knowledge, all registered or issued Intellectual Property listed (or required to be listed) in Schedules 6, 7, and 8 is valid, subsisting, unexpired and enforceable and no event has occurred or failed to occur which permits, or after notice or lapse of time or both would permit, the revocation, termination, abandonment, or cancellation of any such Intellectual Property Collateral of such Grantor (except any patents or registrations naturally expiringexpiring at the end of their non-renewable statutory term), and all applications listed (or required to be listed) in Schedules 6, 7 and as 8 remain pending before the applicable IP Filing Office. As of the date hereof Closing Date, no proceedings are currently pending before any Governmental Authority challenging the validity, enforceability, or scope of any material portion of the assets themselves Intellectual Property Collateral of such Grantor or such Grantor’s right to own own, register or use any portion of any material Intellectual Property Collateral of such Grantor, except, in each case, to the extent such revocation, termination or proceedings would not reasonably be expected to result in a Material Adverse Effect; as . As of the date hereofClosing Date, no holding, decision or judgment has been rendered by any Governmental Authority which would limit, cancel or question in any material respect the validity or enforceability of such Grantor’s rights in any material registered or issued Intellectual Property Collateral; and except Collateral owned by such Grantor. Except as set forth in Schedule 10 11 attached hereto, as of the date hereofClosing Date, no claim has been asserted and in writing or is pending before any Governmental Authority by any Person challenging or questioning the ownership or use of any material registered or issued Intellectual Property Collateral owned by such Grantor or the validity, enforceability or effectiveness of such Intellectual Property Collateral or the validity or effectiveness of any Intellectual Property Collateralowned by such Grantor, nor does such Grantor know of any valid basis for such claim, except for such claims that in the aggregate would not reasonably be expected to result in a Material Adverse Effect. As of the date hereofClosing Date, (i) to such Grantor’s knowledge, no Person is infringing, misappropriating, diluting or otherwise violating any rights in any material Intellectual Property Collateral except as would not reasonably be expected to have a Material Adverse Effect, owned by such Grantor and (ii) no action is pending before any Governmental Authority in which such Grantor alleges any such infringement, misappropriation, dilution or other violation. Except as set forth in Schedule 10 11 attached hereto, as of the date hereofClosing Date, to the knowledge of such Grantor, the business of Grantors such Grantor does not infringe, violatemisappropriate, misuse dilute, or misappropriate otherwise violate the rights in Intellectual Property owned or held by any PersonPerson in any material respect. The representations and warranties as to the information set forth in Schedules referred to herein are made as to such Grantor (other than Additional Grantors) on and as of the Closing Date and as to each Additional Grantor as of the date of the applicable Counterpart, except for such claims and infringements that, in the aggregatecase of an IP Supplement or notice delivered pursuant to Section 5(c) hereof, would not reasonably be expected to result such representations and warranties are made by such Grantor delivering such supplement or notice solely in a Material Adverse Effectrespect of such identified Collateral as of the date of such supplement or notice.