Common use of Intellectual Property; Licenses, Etc Clause in Contracts

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, product, process, method or substance used by the business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, to the knowledge of the Borrower, all registrations and applications for registration of IP Rights listed in Schedule 8(a) or 8(b) 8 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registrations and applications for registration is not to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in (a) Members of the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries Group own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasestrade secrets, database rights, design rights and other intellectual property rights (and all registrations and applications for registration of any of the foregoing) (collectively, “IP Rights”) that are ), in each case reasonably necessary for the operation conduct of their respective businesses as currently conducted, and, except to the knowledge of extent that the Borrower and its Restricted Subsidiariesfailure to own, license or possess the right to use such IP Rights, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementAll such IP Rights are valid and in full force and effect, productexcept to the extent the failure of such IP Rights to be valid and in full force and effect could not reasonably be expected, process, method individually or substance used by any Loan Party or any of its Subsidiaries in the operation aggregate, to have a Material Adverse Effect. (b) The conduct of their respective businesses as currently conducted infringes upon the business of the Restricted Group does not infringe, misappropriate, dilute or otherwise violate any IP Rights held by any Person Person, except for such infringements which infringements, misappropriations, dilutions or violations, which, either individually or in the aggregate aggregate, could not reasonably be expected to have a Material Adverse Effect. No claim There is no claim, investigation, suit or litigation regarding any of the IP Rights is filed and presently proceeding pending or, to the knowledge of the Borrower, presently threatened in writing, against members of the Restricted Group (i) challenging the validity of any Loan Party or IP Rights held by any of its Subsidiariesthem or (ii) alleging that their respective use of any IP Rights or the conduct of their respective businesses infringes, misappropriates, dilutes or otherwise violates the IP Rights of any other Person, in each case which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as . (c) As of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to Section II.B of the Perfection Certificate contains a true and complete list of all patents, patent applications, registered trademarks, trademark applications, registered copyrights and copyright applications that are valid and in full force and effect, except, in each individual case, to owned by members of the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse EffectRestricted Group.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectHoldings, the Borrower and each of its Restricted Subsidiaries own, license or possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could are not reasonably be expected likely to have result in a Material Adverse Effect. No advertisementHoldings, product, process, method or substance used by any Loan Party or any of the Borrower and its Subsidiaries in the operation of their respective businesses as currently conducted infringes do not infringe upon any IP Rights rights held by any Person except for such infringements which infringements, individually or in the aggregate could aggregate, which are not reasonably be expected likely to have result in a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, owned by Holdings, the Borrower and each of its Subsidiaries, is filed and presently pending or, to the knowledge of the BorrowerBorrower and Holdings, presently threatened against any Loan Party Holdings, the Borrower or any of its Subsidiaries, which, either individually or in the aggregate, could is reasonably be expected likely to have result in a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, on and as of the Closing Datedate hereof (i) each Loan Party owns and possesses the right to use, and has done nothing to authorize or enable any other Person to use, any copyright, patent or trademark listed in Schedule 9(a) or 9(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 8(a9(a) or 8(b9(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could is not reasonably be expected likely, individually or in the aggregate, to have result in a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Loan Parties and its their Restricted Subsidiaries ownowns, license licenses or possess possesses the right to use use, all of the trademarks, service marks, trade names, domain names, social media identifiers, source and business indicators, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights rights, trade secrets and all other intellectual property rights (collectively, “IP Rights”) that are used or held for use in connection with and reasonably necessary for the operation of their respective businesses as currently conducted, and, to except where the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to so own, license or possess the right to use any such IP Rights would not reasonably be expected to have a Material Adverse Effect. All registered, proprietary IP Rights are subsisting and unexpired, and to the Loan Parties’ knowledge, are valid and enforceable, in each case except to the extent the failure to be so subsisting or such conflicts, either individually unexpired or in the aggregate, could to be valid and enforceable would not reasonably be expected to have a Material Adverse Effect. No advertisementIP Rights and, to the Loan Parties’ knowledge, no advertising, product, process, method method, substance, part or substance other material, in each case used by any Loan Party or any of its Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights rights held by any other Person except for such infringements which infringements, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not would reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights rights, whether owned or licensed (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of Holdings or the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of Holdings or the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) on schedules to the Perfection Certificate applicable Intellectual Property Security Agreements entered into on the Closing Date are valid and in full force and effect, subsisting except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower The Company and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdatabase rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Borrower or Loan Party in the ordinary course of business, as of the Closing Date, to the knowledge of the Borrower, all registrations listed in Schedule 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Each Loan Party and each of its Restricted Subsidiaries own, license or possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licensesfranchises, technology, software, know-how, rights in databases, design rights licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conductedbusinesses, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without material conflict with the rights of any other Person, except . Schedules 14(a) and 14(b) to the extent U.S. Perfection Certificate set forth a complete and accurate list of all such failure to ownIP Rights owned or used by any U.S. Domiciled Loan Party. To the best knowledge of the Borrowers, license no slogan or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementother advertising device, product, process, method method, substance, part or substance used other material now employed, or now contemplated to be employed, by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effectother Person. No claim or litigation regarding any of the IP Rights foregoing is filed and presently pending or, to the best knowledge of the BorrowerBorrowers, presently threatened against any Loan Party or any of its Subsidiariesthreatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except Schedules 14(a) and 14(b) to the U.S. Perfection Certificate set forth all of the agreements or other arrangements of the U.S. Domiciled Loan Parties, other than commercially available “shrink-wrap” software and such agreements and other arrangements the termination of which could not be reasonably expected to result in a Material Adverse Effect, pursuant to written licenses which any such Loan Party has a license or other right to use any trademarks, logos, designs, representations or other IP Rights owned by another Person as in effect on the Closing Date and the dates of the expiration of such agreements or other user arrangements of any such Loan Party as in effect on the Closing Date (collectively, together with such agreements or other arrangements as may be entered into by each any such Loan Party in the ordinary course of business, as of after the Closing Date, all registrations collectively, the “License Agreements” and individually, a “License Agreement”). No trademark, servicemark, or other IP Right at any time used by any U.S. Domiciled Loan Party which is owned by another Person, or owned by any such Loan Party subject to any security interest, Lien, collateral assignment, pledge or other encumbrance in favor of any Person other than a Secured Party, is fixed to any Inventory, except to the extent either (i) permitted under the term of the License Agreements listed in on Schedule 8(a14(a) or 8(band 14(b) to the U.S. Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect or (ii) as could not be reasonably be expected to have result in a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Parent Borrower and its the Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesParent Borrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Parent Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) 5 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any other Person, except to the extent such failure to own, license or possess possess, or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in The Borrowers and the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its other Restricted Subsidiaries of the Parent own, without restriction, free and clear of all Liens other than Liens permitted by Section 7.01, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for used in the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent the absence of such failure to ownIP Rights or the existence of such Liens, license or possess or such conflictsin each case, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrowers, no IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon upon, dilutes, misappropriates or otherwise violates any IP Rights rights held by any Person except for such infringements which infringement, dilution, misappropriation or other violation individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. To the knowledge of Borrowers, there is no infringement, dilution, misappropriation or other violation by any Person of any IP Rights of any Loan Party or any of its Restricted Subsidiaries except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the BorrowerBorrowers, presently threatened in writing by or against any Loan Party or any of its Restricted Subsidiaries, whichwhich has a reasonable likelihood of adverse determination, either individually or in the aggregate, could and such determination would reasonably be expected to have a Material Adverse Effect. Except pursuant The Borrowers and the other Restricted Subsidiaries of the Parent have taken commercially reasonable steps to written licenses and other user agreements entered into by each Loan Party protect the confidentiality of their material trade secrets in the ordinary course of businessaccordance with industry standards, as of determined by the Closing Date, all registrations listed Borrowers in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effecttheir reasonable business judgment.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) 11 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower The Company and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrowers, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the BorrowerBorrowers, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Borrower or Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent the absence of such failure to own, license or possess or IP Rights and such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, no IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its the Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Original Closing Date, all registrations listed in Schedule 8(a12(a) or 8(b12(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except asEach Borrower and each of its Subsidiaries owns, individually or possess the right to use, all of the trademarks, service marks, trade names, trade dress, logos, domain names and all good will associated therewith, copyrights, patents, patent rights, trade secrets, know-how, franchises, licenses, computer software and other intellectual property rights (including all registrations and applications for registrations as the foregoing) (collectively, “IP Rights”) that are necessary for or otherwise used in the aggregateoperation of their respective businesses, could as currently conducted, without conflict with the rights of any other Person, except where the failure to own or possess the right to use any such IP Rights would not reasonably be expected to have a Material Adverse Effect. Holdings and its Subsidiaries hold all right, title and interest in and to their IP Rights free and clear of any Lien (other than Liens permitted by Section 7.01). No slogan or other advertising device, product, process, method, substance, part or other material or activity now employed, or now contemplated to be employed, by Holdings or any Subsidiary infringes upon, dilutes, misappropriates or otherwise violates any rights held by any other Person, except where such infringement, misappropriation, dilution or other violation would not reasonably be expected to have a Material Adverse Effect. Except as would not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiarieseach Borrower, such no person is infringing, misappropriating, diluting, or otherwise violating any IP Rights do not conflict with owned by Holdings, or its respective subsidiaries. To the rights knowledge of any Personeach Borrower, the IP Rights of Holdings, or its subsidiaries are valid and enforceable except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could as would not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries result in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Lead Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesLead Borrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Lead Borrower, product, process, method or substance used by the business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Lead Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, to the knowledge of the Lead Borrower, all registrations and applications for registration of IP Rights listed in Schedule 8(a) or 8(b) 8 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registrations and applications for registration is not of IP Rights to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the legal right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licensesfranchises, technology, software, know-how, rights in databases, design rights licenses and other intellectual property rights (collectively, “"IP Rights”") that are reasonably necessary for the operation of their respective businesses Businesses. Set forth on Schedule 6.17 is a list of all IP Rights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by each Loan Party as currently conducted, and, to the knowledge of the Borrower Closing Date. Except for such claims and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, infringements that could not reasonably be expected to have a Material Adverse Effect. No advertisementEffect and except for such claim set forth on Schedule 6.17, product, process, method or substance used (a) no claim has been asserted and is pending by any Loan Party Person challenging or any questioning the use of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by or the validity or effectiveness of any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed Rights, and presently pending or, (b) to the knowledge of the BorrowerResponsible Officers of the Loan Parties, presently threatened against the use of any Loan Party IP Rights by the Borrower or any Subsidiary or the granting of its Subsidiaries, which, either individually a right or a license in respect of any IP Rights from the aggregate, could reasonably be expected to have a Material Adverse EffectBorrower or any Subsidiary does not infringe on the rights of any Person. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as As of the Closing Date, all registrations listed none of the IP Rights owned by any of the Loan Parties is subject to any licensing agreement, franchise agreement or similar arrangement except as set forth on Schedule 6.17. For the avoidance of doubt, if the claim on Schedule 6.17 shall result in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect, the Loan Parties hereby agree that the Lenders shall be under no obligation to make any Loan and the L/C Issuer shall be under no obligation to issue or extend any Letter of Credit hereunder.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementuse of IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim claim, accused infringements or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses licenses, sublicenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations issuances, registrations, or applications for patents, trademarks or copyrights owned by any Loan Party or any of its Subsidiaries listed in Schedule 8(a12(a) or 8(b12(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that the failure of such a registration is not issuances, registrations or applications to be valid and in full force and effect is a result of the reasonable business judgment of Holdings and the Restricted Subsidiaries and could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of Parent and the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries ownowns, license licenses, possesses or possess otherwise has the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasestrade secrets, database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective its businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such the failure to own, license or license, possess or otherwise have the right to use such conflictsIP Rights, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of Parent or the Borrower, product, process, method or substance used by any Loan Party or any of its Subsidiaries in Parent and the operation of their respective businesses as currently conducted infringes Restricted Subsidiaries’ present business operations do not infringe upon any IP Rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights owned, used or held for use by Parent or any Restricted Subsidiary is filed and presently pending or, to the knowledge of Parent or the Borrower, presently threatened threatened, against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as As of the Closing Date, all registrations and applications for registration of IP Rights under the name of each Loan Party listed in on Schedule 8(a11(a) or 8(band 11(b) to of the Perfection Certificate are solely owned by such Loan Party free and clean of all Liens, and are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not failure of any of the foregoing to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the (a) The Borrower and its Restricted Subsidiaries own, license or possess the legal right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licensesfranchises, technology, software, know-how, rights in databases, design rights licenses and other intellectual property rights (clauses (i) and (ii) are, collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Personother Person except, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any case of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or described in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual caseclause (ii), to the extent that such a registration is not valid and in full force and effect could the failure to do so would not reasonably be expected to have a Material Adverse Effect. (b) Set forth on Schedule 6.17 is a list of all material IP Rights that the Borrower or any of its Subsidiaries owns which are registered or pending registration, in each case together with the jurisdiction in which such IP Right is registered or pending registration. (c) Except for such claims and infringements that would not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights, and, to the knowledge of the Responsible Officers of any Loan Party, the use of any IP Rights by the Borrower or any of its Subsidiaries, the granting of a right or a license in respect of any IP Rights from the Borrower or any of its Subsidiaries or any slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any of its Subsidiaries does not infringe on any rights of any other Person except where such infringement would not reasonably be expected to have a Material Adverse Effect. (d) As of the Closing Date, none of the IP Rights owned by the Borrower or any of its Subsidiaries is subject to any material licensing agreement or similar arrangement except as set forth on Schedule 6.17.

Intellectual Property; Licenses, Etc. Except asEach of the Loan Parties and their Subsidiaries owns, individually licenses or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess possesses the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are used or held for use in connection with and reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementIP Rights and, to the Loan Parties’ knowledge, no advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted conducted, infringes upon any IP Rights rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of businessParty, on and as of the Closing DateDate (i) each Loan Party owns and possesses the right to use, and has not authorized any other Person to use, any copyright, patent or trademark listed in Schedule 12(a) or 12(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 8(a12(a) or 8(b12(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Parent Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent the absence of such failure to own, license or possess or IP Rights and such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Parent Borrower, no IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its the Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Parent Borrower, presently threatened against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a12(a) or 8(b12(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, Loan Parties and the Borrower and its other Restricted Subsidiaries ownowns, or has a license or possess the possesses a valid and enforceable right to use use, all of the trademarks, service marks, trade names, domain names, together with the goodwill associated with the foregoing, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdata, database rights, design rights rights, inventions, original works of authorship, trade dress, trade secrets, confidential information, know-how, as well as all registrations and applications for patents and registration and all other intellectual property rights (collectively, “IP Rights”) that are reasonably used in or necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesCompany, such IP Rights do not conflict with without violation of the rights of any Person, except to the extent such failure to own, license failures or possess or such conflictsviolations, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, the conduct of the respective business of any Loan Party or other Restricted Subsidiary as currently conducted does not infringe, misappropriate or otherwise violate any IP Rights held by any other Person, except to the extent such infringements, misappropriations or violations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No advertisementwritten claim or litigation regarding any IP Rights is pending or, productto the knowledge of Company, process, method or substance used by threatened in writing against any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which other Restricted Subsidiary, which, either individually or in the aggregate could aggregate, would reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties and the other Restricted Subsidiaries has complied with all applicable Laws relating to the privacy and security of personal information or personal data, except to the extent any non-compliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to To the knowledge of the BorrowerCompany, presently threatened against any Loan Party there has been no security breach or incident, unauthorized access or disclosure, or other compromise of any of its the Loan Parties’ or the other Restricted Subsidiaries’ information technology assets and equipment, computers, information technology systems, networks, hardware, software, websites, applications, data and databases, including the data and information of their respective customers and employees or collected, maintained, processed or stored by or on behalf of the Loan Parties or the other Restricted Subsidiaries, whichexcept to the extent any such incident, access, disclosure or other compromise, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. (a) Except asas set forth on Schedule 4.28, each of the Borrower and its Subsidiaries own or license or otherwise have the right to use all Patents, Patent applications, Trademarks, Trademark applications, service marks, trade names, Copyrights, Copyright applications and other Intellectual Property rights that are necessary in all material respects for the operation of its business (taken as a whole), without infringement upon or conflict with the rights of any other Person with respect thereto, and all such Intellectual Property owned by a Credit Party is subsisting and, to the knowledge of such party, valid and enforceable, has not been abandoned, and is not subject to any outstanding order, judgment or decree restricting its use or adversely affecting such party’s rights thereto, except, in each case, for such failure to possess such rights, infringements, conflicts, nonsubsistence, invalidity, unenforceability, abandonment or outstanding orders, judgments or decrees, which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to . To the knowledge of any of the Borrower and or its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license no slogan or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementother advertising device, product, process, method method, substance or substance used other Intellectual Property or goods bearing or using any Intellectual Property presently contemplated to be sold by or employed by any Loan Party of the Borrower or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held Patent, Trademark, service xxxx, trade name, Copyright, license or other Intellectual Property owned by any other Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No any material respect, and no claim or litigation regarding any of the IP Rights foregoing is filed and presently pending or, to the knowledge of the Borrowerany Credit Party, presently threatened against any Loan Party or any of its Subsidiariesin writing, whichexcept for such infringements and conflicts which could not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. (b) The Credit Parties collectively own all Material Foreign Intellectual Property except to the extent the transfer of any such Material Foreign Intellectual Property owned by a Foreign Subsidiary that is not a Credit Party to a Credit Party would or could reasonably be expected to have (A) result in a Material Adverse Effect. Except material increase in the amounts included in the gross income of a United States shareholder of such Foreign Subsidiary pursuant to written licenses Section 951 (or a successor provision) of the Code, (B) result in a material amount of transfer Taxes or a material non-U.S. Tax liability of such Foreign Subsidiary that would not be incurred absent such transfer or (C) materially increase the future Taxes of the Borrower and its Subsidiaries (taking into account any offsetting Tax savings or other user agreements entered into benefits), in each case as reasonably determined by each Loan Party in the ordinary course of business, as Borrower. (c) As of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to no Excluded Subsidiary owns any material Patents other than the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.Patents owned by Rovi Europe Ltd.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the (a) The Borrower and its Restricted Subsidiaries own, license or possess the legal right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licensesfranchises, technology, software, know-how, rights in databases, design rights licenses and other intellectual property rights (clauses (i) and (ii) are, collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Personother Person except, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any case of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or described in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual caseclause (ii), to the extent that such a registration is not valid and in full force and effect could the failure to do so would not reasonably be expected to have a Material Adverse Effect. (b) Set forth on Schedule 6.17 is a list of all material IP Rights that the Borrower or any of its Subsidiaries owns which are registered or pending registration, in each case together with the jurisdiction in which such IP Right is registered or pending registration. (c) Except for such claims and infringements that would not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use of any IP Rights or the validity or effectiveness of any IP Rights, and, to the knowledge of the Responsible Officers of any Loan Party, the use of any IP Rights by the Borrower or any of its Subsidiaries, the granting of a right or a license in respect of any IP Rights from the Borrower or any of its Subsidiaries or any slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by the Borrower or any of its Subsidiaries does not infringe on any rights of any other Person except where such infringement would not reasonably be expected to have a Material Adverse Effect. (d) As of the Closing Date, none of the IP Rights owned by the Borrower or any of its Subsidiaries is subject to any material licensing agreement or similar arrangement.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Loan Parties and its Restricted their Subsidiaries own, license or possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-howhow database rights, rights in databasesright of privacy and publicity, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have have, as of the Closing Date, a Closing Date Material Adverse Effect, and thereafter, a Material Adverse Effect. No advertisement, product, process, method or substance used by The operation of the respective businesses of any Loan Party or any of its Subsidiaries in the operation of their respective businesses Subsidiary as currently conducted infringes does not infringe upon misuse, misappropriate or violate any IP Rights held by any Person except for such infringements which infringements, misuses, misappropriations or violations individually or in the aggregate aggregate, which could not reasonably be expected to have have, as of the Closing Date, a Closing Date Material Adverse Effect, and thereafter, a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its SubsidiariesSubsidiary, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of businesshave, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid a Closing Date Material Adverse Effect, and in full force and effectthereafter, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdatabase rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, product, process, method or substance used by the business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as As of the Closing Date, to the knowledge of the Borrower, all registrations and applications for registration of IP Rights listed in Schedule 8(a) or 8(b) 8 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registrations and applications for registration is not to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) Holdings, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, and (ii) to the knowledge of any Responsible Officer of Holdings, the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person. To the Loan Parties’ knowledge, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No no advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrowerany Responsible Officer of any Loan Party, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) on Exhibit B to the Perfection Certificate are Security Agreement and on the schedules to the Intellectual Property Security Agreements are, to the knowledge of any Responsible Officer of any Loan Party, valid and in full force and effect, except, in each individual case, to the extent that such a registration is not being valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, trade secrets, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing ClosingFourth Amendment Effective Date, all registrations listed in Schedule 8(a) or 8(b) VII to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Each of the Borrower and its the Restricted Subsidiaries ownowns, license licenses, possesses or possess otherwise has the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasestrade secrets, database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective its businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such the failure to own, license or license, possess or otherwise have the right to use such conflictsIP Rights, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes Borrower and the Restricted Subsidiaries’ present business operations do not infringe upon any IP Rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights owned, used or held for use by the Borrower or any Restricted Subsidiary is filed and presently pending or, to the knowledge of the Borrower, presently threatened threatened, against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as As of the New Incremental Term Loan Closing Date, all registrations and applications for registration of IP Rights under the name of each Loan Party listed in on Schedule 8(a11(a) or 8(band 11(b) to of the Perfection Certificate are solely owned by such Loan Party free and clear of all Liens (other than Liens permitted hereunder), and are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not failure of any of the foregoing to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(aSchedules 9(A) or 8(band 9(B) to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) 11 to the -147- Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect. Solvency.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower The Borrowers and its their Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrowers, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the BorrowerBorrowers, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) 11 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, Each of the Borrower and its the Restricted Subsidiaries ownowns, license licenses, possesses or possess otherwise has the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasestrade secrets, database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective its businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such the failure to own, license or license, possess or otherwise have the right to use such conflictsIP Rights, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes Borrower and the Restricted Subsidiaries’ present business operations do not infringe upon any IP Rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights owned, used or held for use by the Borrower or any Restricted Subsidiary is filed and presently pending or, to the knowledge of the Borrower, presently threatened threatened, against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as As of the Closing Date, all registrations and applications for registration of IP Rights under the name of each Loan Party listed in on Schedule 8(a11(a) or 8(band 11(b) to of the Perfection Certificate are solely owned by such Loan Party free and clear of all Liens (other than Liens permitted hereunder), and are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not failure of any of the foregoing to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower The BorrowerHoldings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could cwould not reasonably be expected to have a Material Adverse Effect. No advertisementTheTo the knowledge of the Borrower, product, process, method or substance used by the business of any Loan Party or any of its theirits Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which cwould not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could cwould reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) 11 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent the absence of such failure to own, license or possess or IP Rights and such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, no IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its the Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a12(a) or 8(b12(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse EffectHoldings, the Borrower and each of its Restricted Subsidiaries own, license or possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could are not reasonably be expected likely to have result in a Material Adverse Effect. No advertisementHoldings, product, process, method or substance used by any Loan Party or any of the Borrower and its Subsidiaries in the operation of their respective businesses as currently conducted infringes do not infringe upon any IP Rights rights held by any Person except for such infringements which infringements, individually or in the aggregate could aggregate, which are not reasonably be expected likely to have result in a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, owned by Holdings, the Borrower and each of its Subsidiaries, is filed and presently pending or, to the knowledge of the BorrowerBorrower and Holdings, presently threatened against any Loan Party Holdings, the Borrower or any of its Subsidiaries, which, either individually or in the aggregate, could is reasonably be expected likely to have result in a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, on and as of the Closing Datedate hereof (i) each Loan Party owns and possesses the right to use, and has done nothing to authorize or enable any other Person to use, any copyright, patent or trademark listed in Schedule 11(a) or 11(b) to the Perfection Certificate and (ii) all registrations listed in Schedule 8(a11(a) or 8(b11(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could is not reasonably be expected likely, individually or in the aggregate, to have result in a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Lead Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently 4849-7283-2717 170 conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesLead Borrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Lead Borrower, product, process, method or substance used by the business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Lead Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, to the knowledge of the Lead Borrower, all registrations and applications for registration of IP Rights listed in Schedule 8(a) or 8(b) 8 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registrations and applications for registration is not of IP Rights to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights rights, whether owned or licensed (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of Holdings or the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of Holdings or the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule Schedules 8(a) or and 8(b) to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Loan Parties and its Restricted their Subsidiaries own, license or otherwise possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, softwaretrade secrets, know-how, rights in databasesdatabase rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for material to the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to ownconflicts could not, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the best of the Loan Parties’ actual knowledge, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective the businesses as currently conducted infringes by each of the Loan Parties and their Subsidiaries does not infringe upon any IP Rights held by any Person, and no other Person is infringing on their IP Rights, except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding brought against any Loan Party or any of its Subsidiaries alleging the infringement or misuse of any IP Rights or otherwise relating to IP rights is filed and presently pending or, to the knowledge of the BorrowerLoan Parties, presently threatened against any Loan Party or any of its Subsidiaries, whichwhich could, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party Debtor (other than Basell GmbH) in the ordinary course of business, as of each Debtor (other than Basell GmbH) owns and possesses the Closing Date, all registrations listed in right to use the IP Rights identified with such Debtor’s name on Schedule 8(a) or 8(b) 9 to the Perfection Certificate Certificate, and the registrations and applications listed on such Schedule 9 are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights rights, whether owned or licensed (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of Holdings or the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of Holdings or the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) on the applicable schedules to the Perfection Certificate are valid and in full force and effect, subsisting except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in (a) Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Loan Parties and its Restricted their Subsidiaries own, license or otherwise possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, softwaretrade secrets, know-how, rights in databasesdatabase rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for material to the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to ownconflicts could not, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the best of the Loan Parties’ actual knowledge, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective the businesses as currently conducted infringes by each of the Loan Parties and their Subsidiaries does not infringe upon any IP Rights held by any Person, and no other Person is infringing on their IP Rights, except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding brought against any Loan Party or any of its Subsidiaries alleging the infringement or misuse of any IP Rights or otherwise relating to IP rights is filed and presently pending or, to the knowledge of the BorrowerLoan Parties, presently threatened against any Loan Party or any of its Subsidiaries, whichwhich could, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. . (b) Except pursuant to written licenses and other user agreements entered into by each Loan Party Debtor (other than Basell GmbH) in the ordinary course of business, as of each Debtor (other than Basell GmbH) owns and possesses the Closing Date, all registrations listed in right to use the IP Rights identified with such Debtor’s name on Schedule 8(a) or 8(b) 9 to the Perfection Certificate Certificate, and the registrations and applications listed on such Schedule 9 are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, Loan Parties and the Borrower and its other Restricted Subsidiaries ownowns, or has a license or possess the possesses a valid and enforceable right to use use, all of the trademarks, service marks, trade names, domain names, together with the goodwill associated with the foregoing, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdata, database rights, design rights rights, inventions, original works of authorship, trade dress, trade secrets, confidential information, know-how, as well as all registrations and applications for patents and registration and all other intellectual property rights (collectively, “IP Rights”) that are reasonably used in or necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesCompany, such IP Rights do not conflict with without violation of the rights of any Person, except to the extent such failure to own, license failures or possess or such conflictsviolations, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Company, the conduct of the respective business of any Loan Party or other Restricted Subsidiary as currently conducted does not infringe, misappropriate or otherwise violate any IP Rights held by any other Person, except to the extent such infringements, misappropriations or violations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No advertisementwritten claim or litigation regarding any IP Rights is pending or, productto the knowledge of Company, process, method or substance used by threatened in writing against any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which other Restricted Subsidiary, which, either individually or in the aggregate could aggregate, would reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties and the other Restricted Subsidiaries has complied with all applicable Laws relating to the privacy and security of personal information or personal data, except to the extent any non-compliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.To 157 #95598837v24

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (i) Holdings, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, and (ii) to the knowledge of any Responsible Officer of Holdings, the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person. To the Loan Parties’ knowledge, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No no advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrowerany Responsible Officer of any Loan Party, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Amendment and Restatement Effective Date, all registrations listed in Schedule 8(aon Schedules 9(a), 9(b), 9(c) or 8(band 9(d) to the Perfection Certificate are and on the schedules to the Intellectual Property Security Agreements are, to the knowledge of any Responsible Officer of any Loan Party, valid and in full force and effect, except, in each individual case, to the extent that such a registration is not being valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except asSchedule 5.14 sets forth a complete and accurate list of all registered, individually patented or applied for Material Intellectual Property on the Closing Date, owned by each Loan Party and its Subsidiaries, showing as of the Closing Date the jurisdiction in the aggregate, could not reasonably be expected to have a which each such Material Adverse EffectIntellectual Property is registered, the Borrower registration number and the date of registration. Each Loan Party and its Restricted Subsidiaries own, license or possess the right to use use, all of the material trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, database rights in databases, and design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower operated by each Loan Party and its Restricted Subsidiaries, such IP Rights do not Subsidiaries without conflict with the rights of any other Person, except to the extent such failure to own, license own or possess the right to use or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of Borrower, productno trademarks, processservicemarks, method copyrights, logos, designs, slogans or substance other advertising devices, products, processes, methods, substances, part or other material, as currently used or employed by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted Restricted Subsidiary, infringes upon any IP Rights rights held by any other Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights foregoing is filed and presently pending or, to the actual knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiariesthreatened, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent the absence of such failure to own, license or possess or IP Rights and such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, no IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its the Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, to the knowledge of the Borrower, as of the Closing Fourth Amendment and Restatement Effective Date, all registrations listed in Schedule 8(a12(a) or 8(b12(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, Loan Parties and the Borrower and its other Restricted Subsidiaries ownowns, or has a license or possess the possesses a valid and enforceable right to use use, all of the trademarks, service marks, trade names, domain names, together with the goodwill associated with the foregoing, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdata, database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably used in or necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with without violation of the rights of any Person, except to the extent such failure to own, license failures or possess or such conflictsviolations, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the respective business of any Loan Party or other Restricted Subsidiary as currently conducted does not infringe, misappropriate or otherwise violate any IP Rights held by any other Person, except to the extent such infringements, misappropriations or violations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No advertisementwritten claim or litigation regarding any IP Rights is pending or, productto the knowledge of Borrower, process, method or substance used by threatened in writing against any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which other Restricted Subsidiary, which, either individually or in the aggregate could aggregate, would reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties and the other Restricted Subsidiaries has complied with all applicable Laws relating to the privacy and security of personal information or personal data, except to the extent any non-compliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim There has been no security breach or litigation regarding incident, unauthorized access or disclosure, or other compromise of any of the IP Rights is filed Loan Parties’ or the other Restricted Subsidiaries’ information technology assets and presently pending orequipment, computers, information technology systems, networks, hardware, software, websites, applications, data and databases, including the data and information of their respective customers and employees or collected, maintained, processed or stored by or on behalf of the Loan Parties or the other Restricted Subsidiaries, except to the knowledge of the Borrowerextent any such incident, presently threatened against any Loan Party access, disclosure or any of its Subsidiaries, whichother compromise, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, Loan Parties and the Borrower and its other Restricted Subsidiaries ownowns, or has a license or possess the possesses a valid and enforceable right to use use, all of the trademarks, service marks, trade names, domain names, together with the goodwill associated with the foregoing, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdata, database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably used in or necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with without violation of the rights of any Person, except to the extent such failure to own, license failures or possess or such conflictsviolations, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the respective business of any Loan Party or other Restricted Subsidiary as currently conducted does not infringe, misappropriate or otherwise violate any IP Rights held by any other Person, except to the extent such infringements, misappropriations or violations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No advertisementwritten claim or litigation regarding any IP Rights is pending or, productto the knowledge of Xxxxxxxx, process, method or substance used by threatened in writing against any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which other Restricted Subsidiary, which, either individually or in the aggregate could aggregate, would reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties and the other Restricted Subsidiaries has complied with all applicable Laws relating to the privacy and security of personal information or personal data, except to the extent any non-compliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim There has been no security breach or litigation regarding incident, unauthorized access or disclosure, or other compromise of any of the IP Rights is filed Loan Parties’ or the other Restricted Subsidiaries’ information technology assets and presently pending orequipment, computers, information technology systems, networks, hardware, software, websites, applications, data and databases, including the data and information of their respective customers and employees or collected, maintained, processed or stored by or on behalf of the Loan Parties or the other Restricted Subsidiaries, except to the knowledge of the Borrowerextent any such incident, presently threatened against any Loan Party access, disclosure or any of its Subsidiaries, whichother compromise, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Loan Parties and its Restricted their Subsidiaries own, license or otherwise possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, softwaretrade secrets, know-how, rights in databasesdatabase rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for material to the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to ownconflicts could not, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the best of the Loan Parties actual knowledge, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective the businesses as currently conducted infringes by each of the Loan Parties and their Subsidiaries does not infringe upon any IP Rights held by any Person and no other Person is infringing on their IP Rights except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding brought against any Loan Party alleging the infringement or misuse of the any IP Rights or otherwise relating to IP Rights is filed and presently pending or, to the knowledge of the BorrowerLoan Parties, presently threatened against any Loan Party or any of its Subsidiaries, whichwhich could, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of (i) each Loan Party owns and possesses the Closing Date, all registrations listed in right to use the IP Rights identified with such Loan Party’s name on Schedule 8(a11(a) or 8(b) 11(b), as applicable, to the Perfection Certificate Certificate, and (ii) the registrations and applications listed on Schedules 11(a) and 11(b) are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databases, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower any Responsible Officer of Holdings and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No To the Loan Parties’ knowledge, no advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrowerany Responsible Officer of any Loan Party, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) on Exhibit B to the Perfection Certificate U.S. Security Agreement and on the schedules to the Intellectual Property Security Agreements are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdatabase rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe any IP Rights held by any Person except for such infringements which individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the (a) The Borrower and its Restricted Subsidiaries own, license or possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, proprietary rights in know-how, rights in databasestechnology, design rights and software and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently presently conducted, and, to . (b) Set forth on Schedule 6.17 hereto is a list of (i) all IP Rights registered or pending registration with the knowledge United States Copyright Office or the United States Patent and Trademark Office that as of the Borrower Effective Date a Loan Party owns and its Restricted Subsidiaries, such IP Rights do not conflict (ii) all licenses pursuant to which a Loan Party is granted as of the Effective Date an exclusive right to use copyrights of another Person that are registered with the rights of any PersonUnited States Copyright Office. (c) Except for such claims and infringements, except to the extent such failure to ownmisappropriations, license or possess or such conflicts, either individually or in the aggregate, could dilutions and other violations that would not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by any Loan Party (i) no claim has been asserted in writing and is pending against the Borrower or any of its Subsidiaries in by any Person challenging or questioning the operation validity or enforceability of their respective businesses as currently conducted infringes upon any IP Rights held owned by any Person except for such infringements which individually the Borrower and its Subsidiaries, or in the aggregate could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of use thereof by the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party Borrower or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each nor does any Responsible Officer of any Loan Party in the ordinary course know of businessany such claim, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(band (ii) to the Perfection Certificate are valid and knowledge of the Responsible Officers of the Loan Parties, the use by the Borrower or any of its Subsidiaries of any IP Rights owned by the Borrower or any such Subsidiary, including the granting by the Borrower or any of its Subsidiaries to any Person of a right or a license in full force and effectrespect of any such IP Rights, exceptdoes not infringe, in each individual casemisappropriate, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effectdilute or otherwise violate any IP Rights owned by any other Person.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower The Borrowers and its their Restricted Subsidiaries SubsidiariesSection 5.17 own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrowers, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the BorrowerBorrowers, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) 11 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.Effect -149- CG&R Draft Current date: 03/02/2023 10:05 AM 63515514v23CG&R Draft Current date: 03/01/2023 4:17 PM 70014411v6 Solvency. On the Closing Date after giving effect to the Transactions, the U.S.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Lead Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesLead Borrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Lead Borrower, product, process, method or substance used by the business of any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Lead Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, to the knowledge of the Lead Borrower, all registrations and applications for registration of IP Rights listed in Schedule 8(a) or 8(b) 7 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registrations and applications for registration is not to be valid and in full force and effect could subsisting would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and each of its Restricted Subsidiaries own, license or possess the valid and enforceable right to use use, any and all of intellectual property or other similar proprietary rights throughout the world, including any and all trademarks, service marks, trade names, domain names, copyrights, design rights, patents, patent rights, licenses, technology, software, trade secrets, know-how, rights in databases, design database rights and other intellectual property rights all related documentation, registrations, additions, improvements or accessions, and all goodwill associated with the foregoing (collectively, “IP Rights”) that are reasonably used in, held for use in or otherwise necessary for the operation of their respective businesses as currently conductedbusinesses, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, other Person except to for those the extent such failure to own, license own or possess or such conflictsa valid and enforceable right to use, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used All IP Rights owned by any Loan Party the Borrower or any of its Subsidiaries in are owned solely and exclusively by the operation Borrower or any of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which its Subsidiaries, free and clear of all Liens, other than Permitted Liens, other than as, either individually or in the aggregate could aggregate, would not reasonably be expected to have a Material Adverse Effect. The IP Rights owned by, or exclusively licensed to, the Borrower or its Subsidiaries are valid, subsisting and enforceable and are not subject to any outstanding consent, settlement, decree, order, injunction, judgment or ruling restricting the ownership, use, validity or enforceability thereof, other than as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. The operation of the respective businesses of the Borrower or any of its Subsidiaries does not infringe upon, dilute, misappropriate or violate any rights held by any other Person, other than as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiariesthreatened, which, either individually or in the aggregate, could would reasonably be expected to have a Material Adverse Effect. Except pursuant The Borrower and its Subsidiaries have taken all actions necessary to written licenses maintain, protect and enforce the IP Rights owned by, or exclusively licensed to, the Borrower or its Subsidiaries, including, as applicable, payment of applicable maintenance fees and filing of applicable statements of use, other user agreements entered into by each Loan Party than as, either individually or in the ordinary course of businessaggregate, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, trade secrets, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) VII to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Loan Parties and its Restricted their Subsidiaries own, license or otherwise possess the right to use use, all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, softwaretrade secrets, know-how, rights in databasesdatabase rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for material to the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not without conflict with the rights of any Person, except to the extent such failure to ownconflicts could not, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the best of the Loan Parties actual knowledge, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective the businesses as currently conducted infringes by each of the Loan Parties and their Subsidiaries does not infringe upon any IP Rights held by any Person and no other Person is infringing on their IP Rights except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding brought against any Loan Party alleging the infringement or misuse of the any IP Rights or otherwise relating to IP Rights is filed and presently pending or, to the knowledge of the BorrowerLoan Parties, presently threatened against any Loan Party or any of its Subsidiaries, whichwhich could, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of (i) each Loan Party owns and possesses the Closing Date, all registrations listed in right to use the IP Rights identified with such Loan Party’s name on Schedule 8(a11(a) or 8(b) 11(b), as applicable, to the Perfection Certificate Certificate, and (ii) the registrations and applications listed on Schedule 11(a) and 11(b) are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(aSchedules 9(A) or 8(band 9(B) to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent the absence of such failure to own, license or possess or IP Rights and such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrower, no IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its the Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which infringements, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its the Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, to the knowledge of the Borrower, as of the Closing Amendment and Restatement Effective Date, all registrations listed in Schedule 8(a12(a) or 8(b12(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that failure to own or possess such a registration is not right to use or of such registrations to be valid and in full force and effect could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in The Borrowers and the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its other Restricted Subsidiaries of the Parent own, without restriction, free and clear of all Liens other than Liens permitted by Section 7.01, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for used in the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent the absence of such failure to ownIP Rights or the existence of such Liens, license or possess or such conflictsin each case, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. No advertisementTo the knowledge of the Borrowers, no IP Rights, advertising, product, process, method method, substance, part or substance other material used by any Loan Party or any of its Restricted Subsidiaries in the operation of their respective businesses as currently conducted infringes upon upon, dilutes, misappropriates or otherwise violates any IP Rights rights held by any Person except for such infringements which infringement, dilution, misappropriation or other violation individually or in the aggregate could aggregate, which would not reasonably be expected to have a Material Adverse Effect. To the knowledge of Borrowers, there is no infringement, dilution, misappropriation or other violation by any Person of any IP Rights of any Loan Party or any of its Restricted Subsidiaries except as, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the BorrowerBorrowers, presently threatened in writing by or against any Loan Party or any of its Restricted Subsidiaries, whichwhich has a reasonable likelihood of adverse determination, either individually or in the aggregate, could and such determination would reasonably be expected to have a Material Adverse Effect. Except pursuant The Borrowers and the other Restricted Subsidiaries of the Parent have taken commercially reasonable steps to written licenses and other user agreements entered into by each Loan Party protect the confidentiality of their material trade secrets in the ordinary course of businessaccordance with industry standards, as of determined by the Closing Date, all registrations listed Borrowers in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could not reasonably be expected to have a Material Adverse Effect.their reasonable business judgment. 137

Intellectual Property; Licenses, Etc. Except as, individually or in Each of the aggregate, could not reasonably be expected to have a Material Adverse Effect, Loan Parties and the Borrower and its other Restricted Subsidiaries ownowns, or has a license or possess the possesses a valid and enforceable right to use use, all of the trademarks, service marks, trade names, domain names, together with the goodwill associated with the #94164975v6 Exhibit 10.14 foregoing, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasesdata, database rights, design -274- #94164975v6 Exhibit 10.14 rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably used in or necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with without violation of the rights of any Person, except to the extent such failure to own, license failures or possess or such conflictsviolations, either individually or in the aggregate, could would not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrower, the conduct of the respective business of any Loan Party or other Restricted Subsidiary as currently conducted does not infringe, misappropriate or otherwise violate any IP Rights held by any other Person, except to the extent such infringements, misappropriations or violations which, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No advertisementwritten claim or litigation regarding any IP Rights is pending or, productto the knowledge of Borrower, process, method or substance used by threatened in writing against any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which other Restricted Subsidiary, which, either individually or in the aggregate could aggregate, would reasonably be expected to have a Material Adverse Effect. Each of the Loan Parties and the other Restricted Subsidiaries has complied with all applicable Laws relating to the privacy and security of personal information or personal data, except to the extent any non-compliance, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. No claim There has been no security breach or litigation regarding incident, unauthorized access or disclosure, or other compromise of any of the IP Rights is filed Loan Parties’ or the other Restricted Subsidiaries’ information technology assets and presently pending orequipment, computers, information technology systems, networks, hardware, software, websites, applications, data and databases, including the data and information of their respective customers and employees or collected, maintained, processed or stored by or on behalf of the Loan Parties or the other Restricted Subsidiaries, except to the knowledge of the Borrowerextent any such incident, presently threatened against any Loan Party access, disclosure or any of its Subsidiaries, whichother compromise, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) to the Perfection Certificate are valid and in full force and effect, except, in each individual case, to the extent that such a registration is not valid and in full force and effect could would not reasonably be expected to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the The Borrower and its Restricted Subsidiaries own, or validly license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databasestrade secrets, database rights, design rights and other intellectual property or similar proprietary rights throughout the world (collectively, “IP Rights”) that are reasonably necessary for or used in the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted Subsidiaries, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the Borrower, presently threatened against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all All registrations listed in Schedule 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower The BorrowerCompany and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of the Borrower and its Restricted SubsidiariesBorrowerBorrowers, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of the BorrowerBorrowerBorrowers, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Borrower or Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) 9 to the Perfection Certificate are valid and in full force and effectsubsisting, except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Except as, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, the Borrower Holdings and its Restricted Subsidiaries own, license or possess the right to use all of the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights in databaseshow database rights, design rights and other intellectual property rights rights, whether owned or licensed (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses as currently conducted, and, to the knowledge of Holdings or the Borrower and its Restricted SubsidiariesBorrower, such IP Rights do not conflict with the rights of any Person, except to the extent such failure to own, license or possess or such conflicts, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by The business of any Loan Party or any of its their Subsidiaries in the operation of their respective businesses as currently conducted infringes upon does not infringe upon, misappropriate or otherwise violate any IP Rights held by any Person except for such infringements which infringements, misappropriations and violations, individually or in the aggregate aggregate, which could not reasonably be expected to have a Material Adverse Effect. No claim or litigation regarding any of the IP Rights Rights, is filed and presently pending or, to the knowledge of Holdings or the Borrower, presently threatened in writing against any Loan Party or any of its Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each Loan Party in the ordinary course of business, as of the Closing Date, all registrations listed in Schedule 8(a) or 8(b) on schedules to the Perfection Certificate applicable Intellectual Property Security Agreements entered into on the Closing Date are valid and in full force and effect, subsisting except, in each individual case, to the extent that failure of such a registration is not registrations to be valid and in full force and effect subsisting could not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect.. 109

Intellectual Property; Licenses, Etc. Except as(a) The Loan Parties own all right, individually or title and interest in the aggregateand to, could not reasonably be expected to have a Material Adverse Effect, the Borrower and its Restricted Subsidiaries own, license or possess the right to use all of use, the trademarks, service marks, trade names, domain names, copyrights, patents, patent rights, licenses, technology, software, know-how, rights Intellectual Property Collateral (as defined in databases, design rights and other intellectual property rights (collectively, “IP Rights”Section 10.01(f)) that are reasonably necessary for the operation of their respective businesses. (b) The operation of the Loan Parties’ respective businesses as currently conducted, and, or as contemplated to be conducted and the knowledge use of the Borrower and its Restricted Subsidiaries, such IP Rights Intellectual Property Collateral in connection therewith do not infringe, misappropriate, conflict with with, or otherwise violate the rights of any other Person, except to the extent such failure to own, license . The Intellectual Property Collateral is subsisting and has not been adjudicated invalid or possess or such conflicts, either individually unenforceable in whole or in the aggregatepart, could not reasonably be expected to have a Material Adverse Effect. No advertisement, product, process, method or substance used by any Loan Party or any of its Subsidiaries in the operation of their respective businesses as currently conducted infringes upon any IP Rights held by any Person except for such infringements which individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. and is valid and enforceable. (c) No claim or litigation regarding any of the IP Rights has been asserted or is filed and presently pending or, to the best knowledge of the BorrowerLoan Parties, presently threatened against any Loan Party or any of its Subsidiariesthreatened, whichthat, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect. Except pursuant to written licenses and other user agreements entered into by each , alleging that the Loan Party Parties’ rights in the ordinary course of business, as or use of the Closing DateIntellectual Property Collateral or the operation of the businesses of the Loan Parties infringe, all registrations listed misappropriate, or otherwise violate the rights of any other Person. To the Borrower’s best knowledge, no Person is engaging in Schedule 8(aany activity that infringes, misappropriates, or otherwise violates the Intellectual Property Collateral. (d) or 8(bWith respect to each IP Agreement (as defined in Section 10.01(f)): (i) to the Perfection Certificate are such IP Agreement is valid and binding and in full force and effect, except, in each individual case, ; (ii) such IP Agreement will not cease to the extent that such a registration is not be valid and binding and in full force and effect could on terms identical to those currently in effect as a result of the rights and interest granted herein, nor will the grant of such rights and interest constitute a breach or default under such IP Agreement or otherwise give any party thereto a right to terminate such IP Agreement; (iii) Borrower has not reasonably be expected received any notice of termination, cancellation or received any notice of a breach or default under such IP Agreement; (iv) except as set forth on Schedule 5.17(d), Borrower has not granted to have any other third party any rights, adverse or otherwise, under such IP Agreement; and (v) neither the Borrower nor, to the best of the Borrower’s knowledge, any other party to such IP Agreement is in breach or default thereof in any material respect, and, to the best of the Borrower’s knowledge, no event has occurred that, with notice or lapse of time or both, would constitute such a Material Adverse Effectbreach or default or permit termination, modification or acceleration under such IP Agreement.