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

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing Date. Except for such claims and infringements that could 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 by any Loan Party or any Subsidiary of any IP Rights or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person. As of the Closing Date, none of the IP Rights owned by any Loan Party is subject to any licensing agreement or similar arrangement except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.17.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary ownsof such Loan Party collectively own, or possesses possess the legal right to use, all of the material trademarks, service marks, trade names, copyrightsinternet domain names, copyright registrations, issued patents, patent rights, franchises, licenses self-developed software (including object and source codes) and other intellectual property rights or applications to register any of the foregoing and all rights to sxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “IP Rights”) that are reasonably necessary for, or otherwise used or held for use in, the operation of their respective businessesany material portion of the businesses of such Loan Party and its Subsidiaries, taken as a whole. Set To the knowledge of each Loan Party, the conduct and operations of its business and the business of each of its Subsidiaries do not infringe, misappropriate, dilute, or otherwise violate any IP Rights owned by any other Person. No Person has challenged in writing any right, title or interest of any Loan Party or any of its Subsidiaries in any IP Rights owned by such Loan Party or Subsidiary and no Person has contested in writing the use of any IP Rights owned by such Loan Party or Subsidiary or the validity or enforceability of such IP Rights. Except as set forth on Schedule 6.17 7.14, no claim or litigation regarding any IP Rights is a list pending or, to the knowledge of any Loan Party, threatened in writing. Schedule 7.14 lists (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Patent and Trademark Office, the United States Copyright Office or the United States Patent any foreign equivalent of either thereof and Trademark Office and (b) owned by each Loan Party and each of its Subsidiaries as of the Closing Date. Except for such claims Date and infringements that could not reasonably be expected (ii) all material license agreements or similar arrangements granting IP Rights of another Person to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Party or any Subsidiary of its Subsidiaries (excluding any IP Rights or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, “shrink wrap” licenses and third-party software licenses generally available to the knowledge public at a cost of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Personless than $250,000 per license). As of the Closing Date, none of the material IP Rights owned by any Loan Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement with another Person except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.177.14.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. Set Schedule 11 to the Perfection Certificate sets forth on Schedule 6.17 is a complete and accurate list of all such IP Rights (owned or used by any Loan Party. To the best knowledge of the Borrower, no slogan or other than non-exclusive licenses of commercially available software) that are (a) registered advertising device, product, process, method, substance, part or pending registration with the United States Copyright Office other material now employed, or the United States Patent and Trademark Office and (b) owned now contemplated to be employed, by each any Loan Party as or any of its Subsidiaries infringes upon any rights held by any other Person. No claim or litigation regarding any of the Closing Date. Except for such claims and infringements that foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could 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 by any Loan Party or any Subsidiary of any IP Rights or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, . Schedule 11 to the knowledge Perfection Certificate sets forth all of the Responsible Officers agreements or other arrangements of the 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 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 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 any such Loan Party after the Closing Date, collectively, the “License Agreements” and individually, a “License Agreement”). No trademark, servicemark, or other IP Rights Right at any time used by any Loan Party which is owned by another Person, or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person. As of the Closing Date, none of the IP Rights owned by any such Loan Party is subject to any licensing agreement security interest, Lien, collateral assignment, pledge or similar arrangement other encumbrance in favor of any Person other than a Secured Party, is fixed to any Inventory, except to the extent either (i) for licenses and similar agreements among permitted under the Borrower and its Subsidiaries, term of the License Agreements listed on Schedule 11 to the Perfection Certificate or (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted as could not be reasonably expected to result in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.17a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Credit Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrightsInternet domain names, copyrights and copyrightable works, patents, patent rightsinventions, trade secrets, know-how, proprietary computer software, franchises, intellectual property licenses and other intellectual property rights, including all registrations and applications to register any of the foregoing and all rights to xxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set Except as specifically set forth on Schedule 6.17 7.04, the conduct and operations of the businesses of each Credit Party and each of its Subsidiaries do not infringe, misappropriate, dilute, or otherwise violate in any material respect any intellectual property owned by ​ ​ any other Person, no other Person has challenged in writing or questioned any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary, and no Credit Party or Subsidiary thereof has received a written challenge from any other Person contesting the use of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights. Except as specifically set forth on Schedule 7.04, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party threatened. Schedule 7.13 is a complete and accurate list of (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Credit Party and each of its Subsidiaries as of the Closing Date. Except for such claims Date and infringements that could not reasonably be expected the Third Amendment Initial Funding Date and (ii) all material license agreements or similar arrangements granting IP Rights of another Person to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights its Subsidiaries, other than software license agreement for “off-the-shelf” or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person“click-through” agreements. As of the Closing Date and the Third Amendment Initial Funding Date, none of the IP Rights owned by any Loan Credit Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except agreement, other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted to customers in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and business, or (ivii) except as set forth on Schedule 6.177.13.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary owns, or possesses the legal right to use, its Subsidiaries own all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses rights and other intellectual property rights (collectively, “IP Rights”) that they purport to own and all contracts pursuant to which any Loan Party or their Subsidiaries are granted rights from a third party to use IP Rights material to its business are valid and binding, except, in each case, where failure to own such rights or possess such valid and binding contractual rights could not reasonably necessary for the operation of their respective businessesbe expected to have a Material Adverse Effect. Set forth on Schedule 6.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing Date. Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, (i) no claim has been asserted and is pending by any Person against any Loan Party before any Governmental Authority challenging or questioning the use by any Loan Party or any Subsidiary of any IP Rights or the validity or effectiveness of any IP Rights owned IP Rightsby any Loan Party, nor does any Loan Party know of any reasonable basis for such claim, and, (ii) to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary of its Subsidiaries or the granting of a right or a license in respect of any IP Rights from by any Loan Party or any Subsidiary of its Subsidiaries does not infringe on the rights of any Person. As of the Closing Date, none of the IP Rights owned by any of the Loan Party Parties or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except (i) for implied licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted by any Loan Party or their Subsidiaries to third parties in the ordinary course of business to manufacturers in connection with the sale, lease or transfer of products for the Borrower and its Subsidiaries and (iv) or as set forth on Schedule 6.17.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary of each Loan Party owns, licenses or otherwise possesses the legal right to use, all of the trademarksIP Rights material to such Loan Party’s business (including all Key IP) as currently conducted. The conduct and operations of the businesses of each Loan Party and each of its Subsidiaries as currently conducted does not, service marksto the knowledge of any Loan Party, trade namesinfringe, copyrightsmisappropriate, patentsdilute, patent rights, franchises, licenses and or otherwise violate any IP Rights owned by any other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesPerson. Set Except as set forth on Schedule 6.17 7.14(a) or Schedule 7.08, there is no material claim or litigation pending or, to the knowledge of any Loan Party, threatened in writing against any Loan Party or any of its Subsidiaries, (i) challenging any right, title or interest of any Loan Party or any of its Subsidiaries in any IP Rights of such Loan Party or Subsidiary, (ii) contesting the use of any IP Rights owned by such Loan Party or Subsidiary, (iii) contesting the validity or enforceability of such IP Rights, or (iv) alleging infringement, misappropriation, dilution, or other violation by a Loan Party or any of its Subsidiaries of any IP Rights owned by any other Person. Schedule 7.14(d) sets forth a complete and accurate list of (A) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Patent and Trademark Office, the United States Copyright Office or the United States Patent any foreign equivalent of either thereof and Trademark Office and (b) owned by each Loan Party and each of its Subsidiaries as of the Closing Date. Except for such claims Date and infringements that could not reasonably be expected (B) all material license agreements or similar arrangements pursuant to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by which any Loan Party or any Subsidiary of any its Subsidiaries (1) receives rights to IP Rights or the validity or effectiveness of another Person (excluding any owned IP Rights, nor does any Loan Party know of any such claim, and, “shrink wrap” licenses and third-party software licenses generally available to the knowledge public at a cost of the Responsible Officers of the Loan Parties, the use of any less than $50,000) or (2) grants rights to IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any to another Person. As of the Closing Date, none of the material IP Rights (it being understood and agreed that the Key IP is material) owned by any Loan Party or any of its Subsidiaries is subject to any material licensing agreement or similar arrangement except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.177.14(d). Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, for the past two (2) years, each Loan Party and, to such Loan Party’s knowledge, any Person acting for or on such Loan Party’s behalf have complied with (i) all applicable Laws relating to information that identifies, could be used to identify or is otherwise associated with an individual person or device (“Personal Information”). To the knowledge of each Loan Party, there have been no material breaches, security incidents, misuse of or unauthorized access to or disclosure of any Personal Information in the possession or control of such Loan Party or collected, used or processed by such Loan Party.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary ownsof its Subsidiaries own, or possesses possess the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. Set Schedules 14(a) and 14(b) to the U.S. Perfection Certificate set forth on Schedule 6.17 is a complete and accurate list of all such IP Rights (owned or used by any U.S. Domiciled Loan Party. To the best knowledge of the Borrowers, no slogan or other than non-exclusive licenses of commercially available software) that are (a) registered advertising device, product, process, method, substance, part or pending registration with the United States Copyright Office other material now employed, or the United States Patent and Trademark Office and (b) owned now contemplated to be employed, by each any Loan Party as or any of its Subsidiaries infringes upon any rights held by any other Person. No claim or litigation regarding any of the Closing Date. Except for such claims and infringements that foregoing is pending or, to the best knowledge of the Borrowers, threatened, which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 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, no claim has been asserted other than commercially available “shrink-wrap” software and is pending by such agreements and other arrangements the termination of which could not be reasonably expected to result in a Material Adverse Effect, pursuant to which any Person challenging or questioning the use by any such Loan Party has a license or other right to use any Subsidiary of 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 the validity or effectiveness of any owned IP Rights, nor does any Loan Party know other arrangements of any such claimLoan Party as in effect on the Closing Date (collectively, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights together with such agreements or other arrangements as may be entered into by any such Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person. As of after the Closing Date, none of collectively, the IP Rights owned by any Loan Party is subject to any licensing agreement “License Agreements” and individually, a “License Agreement”). No trademark, servicemark, or similar arrangement except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.17.127

Intellectual Property; Licenses, Etc. Each Loan Credit Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrightsInternet domain names, copyrights and copyrightable works, patents, patent rightsinventions, trade secrets, know-how, proprietary computer software, franchises, intellectual property licenses and other intellectual property rights, including all registrations and applications to register any of the foregoing and all rights to sxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on The conduct and operations of the businesses of each Credit Party and each of its Subsidiaries, to its knowledge, do not infringe, misappropriate, dilute, or otherwise violate in any material respect any intellectual property owned by any other Person, no other Person has challenged in writing or questioned any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary, and no Credit Party or Subsidiary has received a written challenge from any other Person contesting the use of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party threatened. Schedule 6.17 7.13 is a list complete and accurate list, as of the Signing Date and the Restatement Date, of (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office or the Canadian Intellectual Property Office and (b) owned by each Loan Credit Party and each of its Subsidiaries as of the Closing Date. Except for such claims Signing Date and infringements that could not reasonably be expected the Restatement Date and (ii) all material license agreements or similar arrangements granting IP Rights of another Person to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights its Subsidiaries, other than software license agreement for “off-the-shelf” or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person“click-through” agreements. As of the Closing Signing Date and the Restatement Date, none of the IP Rights owned by any Loan Credit Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except agreement, other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted to customers in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and business, or (ivii) except as set forth on Schedule 6.177.13.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary of each Loan Party owns, licenses or otherwise possesses the legal right to use, all of the material trademarks, service marks, trade names, copyrightsinternet domain names, patentscopyright registrations, patent rights, franchises, licenses issued patents and other intellectual property rights or applications to register any of the foregoing (collectively, the “IP Rights”) that are reasonably necessary for, or otherwise used or held for use in, the operation of their any portion of its respective businesses. Set forth on Schedule 6.17 is businesses as currently conducted, except for any such failure to own, license or possess the right to use that could not, individually or in the aggregate, reasonably be expected to have a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing DateMaterial Adverse Effect. Except for such claims and infringements that as could not not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the conduct and operations of the businesses of each Loan Party and each of its Subsidiaries as currently conducted does not, to the knowledge of any Loan Party, infringe, misappropriate, dilute, or otherwise violate any IP Rights owned by any other Person. Except as set forth on Schedule 7.14 or Schedule 7.08, no claim has been asserted and is pending by or litigation (i) challenging any Person challenging right, title or questioning the use by interest of any Loan Party or any Subsidiary of its Subsidiaries in any IP Rights or the validity or effectiveness of any owned IP Rights, nor does any such Loan Party know of any such claimor Subsidiary, and, to the knowledge of the Responsible Officers of the Loan Parties, (ii) contesting the use of any IP Rights owned by such Loan Party or Subsidiary, (iii) contesting the validity or enforceability of such IP Rights, or (iv) alleging infringement, misappropriation, dilution, or other violation by a Loan Party or any of its Subsidiaries of any IP Rights owned by any other Person, is pending or, to the knowledge of any Loan Party, threatened in writing against any Loan Party or any Subsidiary or the granting of its Subsidiaries, which could reasonably be expected to have a right or Material Adverse Effect. Schedule 7.14 sets forth a license in respect complete and accurate list of any (i) all IP Rights from registered or pending registration with the United States Patent and Trademark Office, the United States Copyright Office or any foreign equivalent of either thereof and owned by each Loan Party and each of its Subsidiaries as of the Closing Date and (ii) all material license agreements or similar arrangements granting IP Rights of another Person to any Loan Party or any Subsidiary does not infringe on of its Subsidiaries (excluding any “shrink wrap” licenses and third-party software licenses generally available to the rights public at a cost of any Personless than $250,000). As of the Closing Date, none of the material IP Rights owned by any Loan Party or any of its Subsidiaries is subject to any material licensing agreement or similar arrangement except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.177.14.

Intellectual Property; Licenses, Etc. Each Loan Credit Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrightsInternet domain names, copyrights and copyrightable works, patents, patent rightsinventions, trade secrets, know-how, proprietary computer software, franchises, intellectual property licenses and other intellectual property rights, including all registrations and applications to register any of the foregoing and all rights (collectivelyto sue or recover at law or in equity for any past, “IP Rights”) present or future infringement, misappropriation, dilution, violation or other impairment thereof that are reasonably necessary for the operation of their respective businessesbusinesses (collectively, the “IP Rights”). Set To the knowledge of the Credit Parties, the conduct and operations of the businesses of each Credit Party and each of its Subsidiaries do not infringe, misappropriate, dilute, or otherwise violate in any material respect any intellectual property owned by any other Person, no other Person has challenged in writing or questioned any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary, and no Credit Party or Subsidiary thereof has received a written challenge from any other Person contesting the use of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights other than as set forth on Schedule 6.17 7.13. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party threatened in writing other than as set forth on Schedule 7.13. Schedule 7.13 is a complete and accurate list of (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or Office, the United States Patent and Trademark Office or the Canadian Intellectual Property Office and (b) owned by each Loan Credit Party and each of its Subsidiaries as of the Closing Date. Except for such claims FirstSecond Amendment Date and infringements that could not reasonably be expected (ii) all material license agreements or similar arrangements granting IP Rights of another Person to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights its Subsidiaries, other than software license agreement for “off-the-shelf” or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person“click-through” agreements. As of the Closing FirstSecond Amendment Date, none of the IP Rights owned by any Loan Credit Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except agreement, other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted to customers in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and business, or (ivii) as set forth on Schedule 6.17.7.13. 21029590V.1

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary owns, or possesses the legal right to use, its Subsidiaries own all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses rights and other intellectual property rights (collectively, “IP Rights”) that they purport to own and all contracts pursuant to which any Loan Party or their Subsidiaries are granted rights from a third party to use IP Rights material to its business are valid and binding, except, in each case, where failure to own such rights or possess such valid and binding contractual rights could not reasonably necessary for the operation of their respective businessesbe expected to have a Material Adverse Effect. Set forth on Schedule 6.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing Restatement Date. Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, (i) no claim has been asserted and is pending by any Person against any Loan Party before any Governmental Authority challenging or questioning the use by any Loan Party or any Subsidiary of any IP Rights or the validity or effectiveness of any IP Rights owned IP Rightsby any Loan Party, nor does any Loan Party know of any reasonable basis for such claim, and, (ii) to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary of its Subsidiaries or the granting of a right or a license in respect of any IP Rights from by any Loan Party or any Subsidiary of its Subsidiaries does not infringe on the rights of any Person. As of the Closing Restatement Date, none of the IP Rights owned by any of the Loan Party Parties or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except (i) for implied licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted by any Loan Party or their Subsidiaries to third parties in the ordinary course of business to manufacturers in connection with the sale, lease or transfer of products for the Borrower and its Subsidiaries and (iv) or as set forth on Schedule 6.17.

Intellectual Property; Licenses, Etc. Each The Loan Party Parties and each Subsidiary ownstheir Subsidiaries own, or possesses possess the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesBusinesses. Set forth on Schedule 6.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) trademarks, patents and copyrights registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and owned by a Loan Party as of the Closing Date and (b) owned by each all other material patents, trademarks and copyrights which a Loan Party has the legal right to use pursuant to a license in favor of such Loan Party as of the Closing Date. Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, (a) no claim has been asserted and is pending by any Person challenging or questioning the use of (i) any copyrights, patents or trademarks owned by any a Loan Party or (ii) as of the Closing Date, to the Loan Parties’ knowledge, any Subsidiary copyrights, patents or trademarks material to the business of any IP Rights the Loan Parties that are used by the Loan Parties pursuant to a license in favor of a Loan Party, or the validity or effectiveness of any owned IP Rightssuch copyrights, nor does any Loan Party know of any such claimpatents or trademarks, and, and (b) to the knowledge of the Responsible Officers of the Loan Parties, neither the use of any IP Rights by any a Loan Party or any Subsidiary or nor the granting licensing of a right or a license in respect of any such IP Rights from any by a Loan Party or any Subsidiary does not infringe to another Person infringes on the rights of any Person. As of the Closing Date, none of the IP Rights copyrights, patents or trademarks owned by any of the Loan Party Parties is subject to any licensing agreement, franchise agreement or similar arrangement except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.17.

Intellectual Property; Licenses, Etc. Each Loan Party (a) The Company and each Subsidiary ownsof its Subsidiaries owns all right, title and interest in and to, or possesses the legal right has a valid and enforceable license to use, all the material Intellectual Property used by it in connection with its business, which collectively represents all material intellectual property rights necessary to the conduct of the Company’s and each of its Subsidiaries’ respective business as now conducted. The Company and each of its Subsidiaries is in compliance with the contractual obligations relating to the protection of such of the Intellectual Property as it uses or proposes to use pursuant to license or other agreement. Except as set forth on Schedule 5.11(a), to the Knowledge of the Company, there are no conflicts with or infringements of any Intellectual Property by any third party. To the Knowledge of the Company, the conduct of the Company’s and each of its Subsidiaries’ respective business as currently conducted does not conflict with or infringe any proprietary right of any third party. There is no claim, suit, action or proceeding pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries: (A) alleging any such conflict or infringement with any third party’s proprietary rights; or (B) challenging the Company’s or any of its Subsidiaries’ ownership or use of, or the validity or enforceability of any Intellectual Property. (b) Schedule 5.11(b) sets forth a complete and current list of all trademarks, service marks, trade namespatents and registrations and applications pertaining thereto, copyrightsand registered copyrights which form a part of the Intellectual Property (“Listed Intellectual Property”) and the owner of record, patentsdate of application or issuance and relevant jurisdiction as to each. All Listed Intellectual Property is owned or licensed by the Company, patent rightsfree and clear of all Liens. All Listed Intellectual Property is valid, franchisessubsisting, licenses unexpired, in proper form and enforceable and all renewal fees and other intellectual property rights (collectivelymaintenance fees that have fallen due on or prior to the effective date of this Agreement have been paid, “IP Rights”) that are reasonably necessary for except where the operation of their respective businesses. Set forth on Schedule 6.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing Date. Except for failure to pay any such claims and infringements that could fees would not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and . No Listed Intellectual Property is pending by any Person challenging or questioning the use by any Loan Party or any Subsidiary subject of any IP Rights legal or governmental proceeding before any Governmental Authority in any jurisdiction, including any office action or other form of preliminary or final refusal of registration. The consummation of the validity Transactions will not alter or effectiveness of impair any owned IP RightsIntellectual Property. (c) The Company does not own any patents. (d) The Company owns outright the software developed by or under contract for the Company and its Subsidiaries (collectively, nor does any Loan Party know of any such claimthe “Proprietary Software”). The Company has taken the steps reasonably necessary to protect its right, and, title and interest in and to the knowledge Proprietary Software, including, without limitation, the execution of appropriate confidentiality agreements. The Company possesses or has access to the original and all copies of all documentation and all source code or password protected code, as applicable for all the Proprietary Software. Upon consummation of the Responsible Officers Transactions, the Company will continue to own all of the Loan PartiesProprietary Software owned by it, free and clear of all Liens. (e) To the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person. As Knowledge of the Closing Date, Company: (i) none of the IP Rights owned by Intellectual Property has been used, divulged, disclosed or appropriated to the detriment of the Company or any Loan Party is subject to of its Subsidiaries for the benefit of any licensing agreement or similar arrangement except (i) for licenses and similar agreements among Person other than the Borrower Company and its Subsidiaries, ; and (ii) non-exclusive licenses no employee, independent contractor, consultant or agent of commercially available software, (iii) nonexclusive licenses and similar arrangements granted the Company or any of its Subsidiaries has misappropriated any trade secrets or other confidential information of any other Person in the ordinary course of business to manufacturers the performance of products for his or her duties as an employee, independent contractor, consultant or agent of the Borrower and Company or its Subsidiaries. (f) To the Knowledge of the Company, any programs, modifications, enhancements or other inventions, improvements, discoveries, methods or works of authorship (“Works”) that were created by employees or consultants of the Company or its Subsidiaries were made in the regular course of such employees’ or consultants’ employment or service relationships with the Company or its Subsidiaries using the Company’s or its Subsidiaries’ facilities and (iv) resources and, as set forth on Schedule 6.17such, constitute works made for hire. Each such employee who has created Works or any employee who in the regular course of his employment may create Works and all consultants have signed an assignment or similar agreement with the Company or its Subsidiaries confirming the Company’s or its Subsidiaries’ ownership or, in the alternate, transferring and assigning to the Company or its Subsidiaries all right, title and interest in and to such programs, modifications, enhancements or other inventions including copyright and other intellectual property rights therein.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary of each Loan Party owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrightsInternet domain names, copyright registrations, issued patents, patent rights, franchises, licenses and other intellectual property rights or applications to register any of the foregoing and all rights to sxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “IP Rights”) that are or could be reasonably necessary for the operation of their its respective businessesbusinesses (the “Material IP Rights”). Set The conduct and operations of the businesses of each Loan Party and each of its Subsidiaries do not infringe, misappropriate, dilute, or otherwise conflict with or violate any Material IP Rights of any other Person in any material respect. Except as set forth on Schedule 6.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing Date. Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect7.14, no claim Person has been asserted and is pending by challenged in writing any Person challenging right, title or questioning the use by interest of any Loan Party or any Subsidiary of its Subsidiaries in any Material IP Rights or the validity or effectiveness of any owned IP Rights, nor does any such Loan Party know of any such claimor Subsidiary. Except as set forth on Schedule 7.14, and, to the knowledge of the Responsible Officers of the Loan Parties, no Person has contested in writing the use of any Material IP Rights by any Loan Party or any Subsidiary or the granting validity or enforceability of a right such Material IP Rights or, to the knowledge of the Loan Parties and their Subsidiaries, the use of the Material IP Rights subject to the Transaction Documents by the Seller (as defined in the Transaction Agreement) or a license in the validity and enforceability or chain of title of such Material IP Rights. Except as disclosed on Schedule 7.14, no Loan Party or Subsidiary pays or owes any royalty or other compensation to any Person with respect of to any IP Rights. Schedule 7.14 is a complete and accurate list of (i) all IP Rights from of each Loan Party and each of its Subsidiaries as of the Closing Date and (ii) all material license agreements or similar arrangements granting IP Rights of another Person to any Loan Party or any Subsidiary does not infringe on of its Subsidiaries (excluding any “shrink wrap” licenses and third-party software licenses generally available to the rights public at a cost of any Personless than $25,000). As of the Closing Date, none of the IP Rights owned by of any Loan Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.177.14 and all Material IP Rights of the Loan Parties and their Subsidiaries have proper chain of title.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered Schedule 6.17 sets forth a complete and accurate list of the following as of the Closing Date: (i) all Copyrights and all Trademarks of any Note Party, that are registered, or pending in respect of which an application for registration has been filed or recorded, with the United States Copyright Office or the United States Patent and Trademark Office or the United States Copyright Office or with any other Governmental Authority (or comparable organization or office established in any country or pursuant to an international treaty or similar international agreement for the filing, recordation or registration of interests in intellectual property), together with relevant identifying information with respect to such Copyrights and Trademarks, (ii) all Patents of any Note Party that are issued, or in respect of which an application has been filed or recorded, with the United States Patent and Trademark Office or with any other Governmental Authority (or comparable organization or office established in any country or pursuant to an international treaty or similar international agreement for the filing, recordation or registration of interests in intellectual property), together with relevant identifying information with respect to such Patents, (iii) all Domain Names owned by any Note Party or which any Note Party is licensed, authorized or otherwise granted rights under or to, or owned by a Person on behalf of any Note Party, together with relevant identifying information with respect to such Domain Names, (iv) each Copyright License, each Patent License and each Trademark License of any Note Party and (v) each other right or interest in the IP Rights of any Note Party that is material to the Note Parties, their respective properties or the conduct or operation of their respective businesses (including the generation of future revenues). (b) All IP Rights are in full force and effect, and have not expired, lapsed or been forfeited, cancelled or abandoned. Each of the Issuer and the Subsidiaries, have, since taking title to the IP Rights, performed all acts and have paid all required annuities, fees, costs, expenses and taxes to maintain the IP Rights in full force and effect throughout the world, as applicable, or have caused others to do the same. All documents filed or recorded with a patent office or other relevant intellectual property registry for registration, recordation or issuance of IP Rights have been duly and properly filed and recorded. None of the IP Rights have been or are subject to any pending or outstanding injunction, directive, order, judgment, or other disposition of dispute that adversely restricts, or when any such pending dispute is concluded may adversely restrict, the use, transfer, registration, licensing or other exploitation of any such IP Rights, or otherwise adversely affects, or may adversely affect, the scope, validity, use, right to use, registrability, or enforceability of such IP Rights. No action or proceeding is pending that could result in any of the foregoing. (c) The Issuer or a Subsidiary owns or has a valid license to all IP Rights, free and clear of any and all Liens. To the extent any of the IP Rights were authored, developed, conceived or created, in whole or in part, for or on behalf of the Issuer or a Subsidiary by any Person, then the Issuer or the Subsidiary, as applicable, has entered into a written agreement with such Person in which such Person has assigned all right, title and interest in and to such IP Rights to the Issuer or such Subsidiary. Except as otherwise indicated on Schedule 6.17, each of the Issuer and each Subsidiary is the sole and exclusive owner of all right, title and interest in and to all such IP Rights that are owned by each Loan Party as it. (d) Neither the Issuer nor any Subsidiary has made any assignment or agreement in conflict with the security interest in the IP Rights of the Closing DateIssuer or any Subsidiary hereunder and no license agreement with respect to any of the IP Rights conflicts with the security interest granted to the Collateral Agent, on behalf of the Purchasers, pursuant to the terms of the Collateral Documents. Except as described in Schedule 6.17, and except for such claims and infringements software that is commercially available to the public, no Note Party is a party to, nor is bound by, any inbound license or other similar agreement, the failure, breach or termination of which could not reasonably be expected to have cause a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning that prohibits or otherwise restricts the use by any Loan Party Note Parties from granting a security interest in the applicable Note Party’s interest in such license or agreement or any Subsidiary of other property. (e) To the Note Parties’ knowledge, no Person is infringing, misappropriating, violating, or diluting any IP Rights or the validity or effectiveness of any owned IP Rights, and no Note Party has not given notice to any third party alleging that such third party is infringing, misappropriating, violating, or diluting, any IP Rights. (f) With respect to each Copyright License, Trademark License and Patent License listed on Schedule 6.17, such agreement (i) is in full force and effect and is binding upon and enforceable against the Issuer and the Subsidiaries party thereto and all other parties thereto in accordance with its terms, (ii) has not been amended or otherwise modified and (iii) has not suffered a default or breach thereunder. To the Note Parties’ knowledge, neither the Issuer nor does any Loan Party know of the Subsidiaries has taken any action that would permit any other Person party to any such license agreement to have, and no such Person otherwise has, any defenses, counterclaims or rights of setoff thereunder. (g) Except as set forth on Schedule 6.17, no written claim, and no other claim known to the Issuer or the Subsidiaries has been made that alleges that the IP Rights, or the conduct or operation of its business of the Issuer or the Subsidiaries, including the development, manufacture, use, sale, provision or other commercialization of any such claimProduct or Service, infringes, misappropriates, violates, or dilutes any intellectual property or proprietary or other rights of that third party and, to the knowledge of the Responsible Officers of the Loan Note Parties, there is no basis for such a claim. (h) The Issuer and the use Subsidiaries have used commercially reasonable efforts and precautions to protect their interests in, and the value and confidentiality of their respective Confidential Information and Trade Secrets, including any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person. As of the Closing Date, none of the IP Rights owned by any Loan Party is subject to any licensing agreement or similar arrangement except source code for Proprietary Software. (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) Except as set forth on Schedule 6.17, the consummation of the transactions contemplated hereby and the exercise by the Collateral Agent or the Purchasers of any right or remedy set forth in the Note Documents will not constitute a breach or violation of, or otherwise affect the enforceability or approval of, (i) any licenses associated with IP Rights or (ii) any Required Permits.

Intellectual Property; Licenses, Etc. Each Loan Credit Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrightsInternet domain names, copyrights and copyrightable works, patents, patent rightsinventions, trade secrets, know-how, proprietary computer software, franchises, intellectual property licenses and other intellectual property rights, including all registrations and applications to register any of the foregoing and all rights to xxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set The conduct and operations of the businesses of each Credit Party and each of its Subsidiaries, to its knowledge, do not infringe, misappropriate, dilute, or otherwise violate in any material respect any intellectual property owned by any other Person, no other Person has challenged in writing or questioned any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary, and no Credit Party or Subsidiary has received a written challenge from any other Person contesting the use of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights. Except as specifically set forth on Schedule 6.17 7.04, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party threatened. Schedule 7.13 is a complete and accurate list of (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Credit Party and each of its Restricted Subsidiaries as of the Closing Date. Except for such claims Date and infringements that could not reasonably be expected (ii) all material license agreements or similar arrangements granting IP Rights of another Person to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights its Restricted Subsidiaries, other than software license agreement for “off-the-shelf” or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person“click-through” agreements. As of the Closing Date, none of the IP Rights owned by any Loan Credit Party or any of its Restricted Subsidiaries is subject to any licensing agreement or similar arrangement except agreement, other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted to customers in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and business, or (ivii) except as set forth on Schedule 6.177.13.

Intellectual Property; Licenses, Etc. (a) Each Loan Party and each Subsidiary ownsits Subsidiaries own, or possesses possess the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) Rights that are reasonably necessary for the operation of their respective businesses. Set forth on Part A of Schedule 6.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending in respect of which an application for registration has been filed or recorded with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing Date. Except for such claims and infringements that could 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 by any Loan Party or any Subsidiary of any IP Rights or the validity or effectiveness enforceability of any owned IP Rights, alleging any violation of such Person’s privacy rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary of its Subsidiaries or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary of its Subsidiaries does not infringe on infringe, violate or misappropriate the rights of any Person. As of the Closing Date, none of the Material IP Rights owned by any of the Loan Party Parties or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except (i) for other than licenses to customers to use the Proprietary Software and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted Proprietary Databases in the ordinary course of business) or similar arrangement except as set forth on Part A of Schedule 6.17. (b) Set forth on Part B of Schedule 6.17 is a complete list of all Material Domain Names as of the Closing Date, including the domain name registrar and administrative contact with respect to each such Material Domain Name and the date on which the Loan Parties’ registration of each such Material Domain Name with each such domain name registrar is scheduled to expire. Each Material Domain Name set forth on Part B of Schedule 6.17 is duly registered with the domain name registrar set forth on Part B of Schedule 6.17 opposite such Material Domain Name and has not been registered with any other domain name registrar. The Loan Parties own and have good title to all their Material Domain Names and the use thereof or any Website thereon by the Loan Parties does not infringe, violate or misappropriate the rights of any other Person in any material respect. The Material Domain Names have been maintained and renewed in accordance in all material respects with all applicable Laws and all applicable rules and procedures of each domain name registrar and ICANN. The Loan Parties have taken commercially reasonable steps to protect their rights and interests in and to their material Websites and Material Domain Names. To the Loan Parties’ knowledge no Person has gained unauthorized access to any Website or data stored thereon (including any customer data). To the Loan Parties’ knowledge the Websites, Proprietary Databases and Proprietary Software which are material to the business to manufacturers of products for the Borrower and its Subsidiaries taken as a whole are, in each case, materially free of all Malicious Code. (c) There exists no equipment or hardware being used to operate any Website that is necessary for the operation of the business of the Borrower and its Subsidiaries that is not (i) located at the Borrower’s headquarters at 000 X 0000 X, Xxxxx, Xxxx 00000 and/or located at other real properties owned or leased by the Borrower and its Subsidiaries or (ii) maintained or hosted pursuant to (A) the Co-Location Agreements and/or (B) any successor or other Website Agreement(s) between a Loan Party or any Subsidiary on the one hand, and a service provider(s), on the other hand, (x) that provide for substantially the same goods and services as the Co-Location Agreements and (ivy) as set for which the Loan Parties have used commercially reasonable efforts to cause such service provider(s) to execute and deliver a Website Consent Agreement with respect to such successor Website Agreement(s). (d) Set forth on Part C of Schedule 6.176.17 is a complete list of all Website Agreements that are reasonably necessary for the operation of the business of the Borrower and its Subsidiaries as of the Closing Date.

Intellectual Property; Licenses, Etc. (a) Each Loan Party and each Subsidiary ownsits Subsidiaries own, or possesses possess the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) Rights that are reasonably necessary for the operation of their respective businesses. Set forth on Part A of Schedule 6.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending in respect of which an application for registration has been filed or recorded with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing Funding Date. Except for such claims and infringements that could 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 by any Loan Party or any Subsidiary of any IP Rights or the validity or effectiveness enforceability of any owned IP Rights, alleging any violation of such Person’s privacy rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary of its Subsidiaries or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary of its Subsidiaries does not infringe on infringe, violate or misappropriate the rights of any Person. As of the Closing Funding Date, none of the Material IP Rights owned by any of the Loan Party Parties or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except (i) for licenses and similar agreements among as set forth on Part A of Schedule 6.17. Schedule 6.17 may be amended in a manner not adverse to the Lenders prior to the Funding Date by the Borrower by giving written notice thereof to the Administrative Agent and its Subsidiariesthe Lenders. (b) Set forth on Part B of Schedule 6.17 is a complete list of all Material Domain Names as of the Funding Date, including the domain name registrar and administrative contact with respect to each such Material Domain Name. Each Material Domain Name set forth on Part B of Schedule 6.17 is duly registered with the domain name registrar set forth on Part B of Schedule 6.17 opposite such Material Domain Name and has not been registered with any other domain name registrar. The Loan Parties own and have good title to all their Material Domain Names and the use thereof or any Website thereon by the Loan Parties does not infringe, violate or misappropriate the rights of any other Person in any material respect. The Material Domain Names have been maintained and renewed in accordance in all material respects with all applicable Laws and all applicable rules and procedures of each domain name registrar and ICANN. The Loan Parties have taken commercially reasonable steps to protect their rights and interests in and to their material Websites and Material Domain Names. To the Loan Parties’ knowledge no Person has gained unauthorized access to any Website or data stored thereon (iiincluding any customer data). (c) non-exclusive licenses Set forth on Part C of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in Schedule 6.17 is a complete list of all Website Agreements that are reasonably necessary for the ordinary course operation of the business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.17of the Funding Date.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary owns, or possesses the legal right to use, its Subsidiaries own all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses rights and other intellectual property rights (collectively, “IP Rights”) that they purport to own and all contracts pursuant to which any Loan Party or their Subsidiaries are granted rights from a third party to use IP Rights material to its business are valid and binding, except, in each case, where failure to own such rights or possess such valid and binding contractual rights could not reasonably necessary for the operation of their respective businessesbe expected to have a Material Adverse Effect. Set forth on Schedule 6.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing Restatement Date. Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, (i) no claim has been asserted and is pending by any Person against any Loan Party before any Governmental Authority challenging or questioning the use by any Loan Party or any Subsidiary of any IP Rights or the validity or effectiveness of any IP Rights owned IP Rightsby any Loan Party, nor does any Loan Party know of any reasonable basis for such claim, and, (ii) to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary of its Subsidiaries or the granting of a right or a license in respect of any IP Rights from by any Loan Party or any Subsidiary of its Subsidiaries does not infringe on the rights of any Person. As of the Closing Restatement Date, none of the IP Rights owned by any of the Loan Party Parties or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except (i) for implied licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted by any Loan Party or their Subsidiaries to third parties in the ordinary course of business to manufacturers in connection with the sale, lease or transfer of products for the Borrower and its Subsidiaries and (iv) or as set forth on Schedule 6.17.. CREDIT AGREEMENT PRA GROUP, INC. CHAR1\1811758v6

Intellectual Property; Licenses, Etc. Each Except as could not reasonably be expected to have a Material Adverse Effect, each Loan Party and each Subsidiary owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses rights and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted. Set forth on Schedule 6.17 5.17 is a list of (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office that, as of the Closing Date, a Loan Party owns and (bii) owned by each Loan Party all material licenses of IP Rights (other than (x) franchise agreements and (y) off-the-shelf and other commercially available licenses) registered with the United States Copyright Office or the United States Patent and Trademark Office as of the Closing Date. Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending or is, to the knowledge of the Loan Parties, threatened, by any Person challenging or questioning the use by against any Loan Party or any Subsidiary of its Subsidiaries challenging the use of any IP Rights or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to . To the knowledge of the Responsible Officers of the Loan Parties, except as could not reasonably be expected to have a Material Adverse Effect, the use of any IP Rights by any Loan Party or any Subsidiary in connection with the goods and services currently in use or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary in connection with the goods and services currently in use does not infringe on the rights of any Person. As of the Closing Date, none of the material IP Rights owned by any Loan Party is subject to any material licensing agreement or similar arrangement granted by a Loan Party, except for licensing agreements or similar arrangements (i) for licenses granted to franchisees and similar agreements among the Borrower and its Subsidiariestheir Affiliates in connection with their franchises, (ii) non-exclusive licenses of commercially available software, granted to another Loan Party or (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.175.17.

Intellectual Property; Licenses, Etc. Each Loan Credit Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrightsInternet domain names, copyrights and copyrightable works, patents, patent rightsinventions, trade secrets, know-how, proprietary computer software, franchises, intellectual property licenses and other intellectual property rights, including all registrations and applications to register any of the foregoing and all rights to xxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set The conduct and operations of the businesses of each Credit Party and each of its Subsidiaries do not infringe, misappropriate, dilute, or otherwise violate in any material respect any intellectual property owned by any other Person, no other Person has challenged in writing or questioned any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary, and no Credit Party or Subsidiary thereof has received a written challenge from any other Person contesting the use of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights. Except as specifically set forth on Schedule 6.17 7.04, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party threatened. Schedule 7.13 is a complete and accurate list of (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Credit Party and each of its Subsidiaries as of the Closing Date. Except for such claims Date and infringements that could not reasonably be expected (ii) all material license agreements or similar arrangements granting IP Rights of another Person to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights its Subsidiaries, other than software license agreement for “off-the-shelf” or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person“click-through” agreements. As of the Closing Date, none of the IP Rights owned by any Loan Credit Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except agreement, other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted to customers in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and business, or (ivii) except as set forth on Schedule 6.177.13.

Intellectual Property; Licenses, Etc. Each Loan Credit Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrightsInternet domain names, copyrights and copyrightable works, patents, patent rightsinventions, trade secrets, know-how, proprietary computer software, franchises, intellectual property licenses and other intellectual property rights, including all registrations and applications to register any of the foregoing and all rights to sxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set Except as specifically set forth on Schedule 6.17 7.04, the conduct and operations of the businesses of each Credit Party and each of its Subsidiaries do not infringe, misappropriate, dilute, or otherwise violate in any material respect any intellectual property owned by any other Person, no other Person has challenged in writing or questioned any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary, and no Credit Party or Subsidiary thereof has received a written challenge from any other Person contesting the use of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights. Except as specifically set forth on Schedule 7.04, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party threatened. Schedule 7.13 is a complete and accurate list of (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Credit Party and each of its Subsidiaries as of the Closing Date. Except for such claims Date and infringements that could not reasonably be expected (ii) all material license agreements or similar arrangements granting IP Rights of another Person to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights its Subsidiaries, other than software license agreement for “off-the-shelf” or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person“click-through” agreements. As of the Closing Date, none of the IP Rights owned by any Loan Credit Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except agreement, other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted to customers in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and business, or (ivii) except as set forth on Schedule 6.177.13.

Intellectual Property; Licenses, Etc. Each Loan Credit Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrightsInternet domain names, copyrights and copyrightable works, patents, patent rightsinventions, trade secrets, know-how, proprietary computer software, franchises, intellectual property licenses and other intellectual property rights, including all registrations and applications to register any of the foregoing and all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set Except as specifically set forth on Schedule 6.17 7.04, the conduct and operations of the businesses of each Credit Party and each of its Subsidiaries do not infringe, misappropriate, dilute, or otherwise violate in any material respect any intellectual property owned by any other Person, no other Person has challenged in writing or questioned any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary, and no Credit Party or Subsidiary thereof has received a written challenge from any other Person contesting the use of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights. Except as specifically set forth on Schedule 7.04, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party threatened. Schedule 7.13 is a complete and accurate list of (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Credit Party and each of its Subsidiaries as of the Closing Date. Except for such claims , the Third Amendment Initial Funding Date, the Fifth Amendment Date and, the Sixth Amendment Date and infringements that could not reasonably be expected the Tenth Amendment Date and (ii) all material license agreements or similar arrangements granting IP Rights of another Person to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights its Subsidiaries, other than software license agreement for “off-the-shelf” or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person“click-through” agreements. As of the Closing Date, the Third Amendment Initial Funding Date, the Fifth Amendment Date and, the Sixth Amendment Date and the Tenth Amendment Date, none of the IP Rights owned by any Loan Credit Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except agreement, other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted to customers in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and business, or (ivii) except as set forth on Schedule 6.177.13.

Intellectual Property; Licenses, Etc. Each Loan Credit Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrightsInternet domain names, copyrights and copyrightable works, patents, patent rightsinventions, trade secrets, know-how, proprietary computer software, franchises, intellectual property licenses and other intellectual property rights, including all registrations and applications to register any of the foregoing and all rights (collectivelyto xxx or recover at law or in equity for any past, “IP Rights”) present or future infringement, misappropriation, dilution, violation or other impairment thereof that are reasonably necessary for the operation of their respective businessesbusinesses (collectively, the “IP Rights”). Set To the knowledge of the Credit Parties, the conduct and operations of the businesses of each Credit Party and each of its Subsidiaries do not infringe, misappropriate, dilute, or otherwise violate in any material respect any intellectual property owned by any other Person, no other Person has challenged in writing or 55 questioned any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary, and no Credit Party or Subsidiary thereof has received a written challenge from any other Person contesting the use of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights other than as set forth on Schedule 6.17 7.13. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party threatened in writing other than as set forth on Schedule 7.13. Schedule 7.13 is a complete and accurate list of (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or Office, the United States Patent and Trademark Office or the Canadian Intellectual Property Office and (b) owned by each Loan Credit Party and each of its Subsidiaries as of the Closing Date. Except for such claims Date and infringements that could not reasonably be expected (ii) all material license agreements or similar arrangements granting IP Rights of another Person to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights its Subsidiaries, other than software license agreement for “off-the-shelf” or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person“click-through” agreements. As of the Closing Date, none of the IP Rights owned by any Loan Credit Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except agreement, other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted to customers in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and business, or (ivii) as set forth on Schedule 6.177.13.

Intellectual Property; Licenses, Etc. Each Loan Party (a) The Company and each Subsidiary ownsof its Subsidiaries owns all right, title and interest in and to, or possesses the legal right has a valid and enforceable license to use, all the material Intellectual Property used by it in connection with its business, which collectively represents all material intellectual property rights necessary to the conduct of the Company’s and each of its Subsidiaries’ respective business as now conducted. The Company and each of its Subsidiaries is in compliance with the contractual obligations relating to the protection of such of the Intellectual Property as it uses or proposes to use pursuant to license or other agreement. Except as set forth on Schedule 5.1l(a), to the Knowledge of the Company, there are no conflicts with or infringements of any Intellectual Property by any third party. To the Knowledge of the Company, the conduct of the Company’s and each of its Subsidiaries’ respective business as currently conducted does not conflict with or infringe any proprietary right of any third party. There is no claim, suit, action or proceeding pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries: (A) alleging any such conflict or infringement with any third party’s proprietary rights; or (B) challenging the Company’s or any of its Subsidiaries’ ownership or use of, or the validity or enforceability of any Intellectual Property. (b) Schedule 5.11(b) sets forth a complete and current list of all trademarks, service marks, trade namespatents and registrations and applications pertaining thereto, copyrightsand registered copyrights which form a part of the Intellectual Property (“Listed Intellectual Properly”) and the owner of record, patentsdate of application or issuance and relevant jurisdiction as to each. All Listed Intellectual Property is owned or licensed by the Company, patent rightsfree and clear of all Liens. All Listed Intellectual Property is valid, franchisessubsisting, licenses unexpired, in proper form and enforceable and all renewal fees and other intellectual property rights (collectivelymaintenance fees that have fallen due on or prior to the effective date of this Agreement have been paid, “IP Rights”) that are reasonably necessary for except where the operation of their respective businesses. Set forth on Schedule 6.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing Date. Except for failure to pay any such claims and infringements that could fees would not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and . No Listed Intellectual Property is pending by any Person challenging or questioning the use by any Loan Party or any Subsidiary subject of any IP Rights legal or governmental proceeding before any Governmental Authority in any jurisdiction, including any office action or other form of preliminary or final refusal of registration. The consummation of the validity Transactions will not alter or effectiveness of impair any owned IP RightsIntellectual Property. (c) The Company does not own any patents. (d) The Company owns outright the software developed by or under contract for the Company and its Subsidiaries (collectively, nor does any Loan Party know of any such claimthe “Proprietary Software”). The Company has taken the steps reasonably necessary to protect its right, and, title and interest in and to the knowledge Proprietary Software, including, without limitation, the execution of appropriate confidentiality agreements. The Company possesses or has access to the original and all copies of all documentation and all source code or password protected code, as applicable for all the Proprietary Software. Upon consummation of the Responsible Officers Transactions, the Company will continue to own all of the Loan PartiesProprietary Software owned by it, free and clear of all Liens. (e) To the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person. As Knowledge of the Closing Date, Company: (i) none of the IP Rights owned by Intellectual Property has been used, divulged, disclosed or appropriated to the detriment of the Company or any Loan Party is subject to of its Subsidiaries for the benefit of any licensing agreement or similar arrangement except (i) for licenses and similar agreements among Person other than the Borrower Company and its Subsidiaries, ; and (ii) non-exclusive licenses no employee, independent contractor, consultant or agent of commercially available software, (iii) nonexclusive licenses and similar arrangements granted the Company or any of its Subsidiaries has misappropriated any trade secrets or other confidential information of any other Person in the ordinary course of business to manufacturers the performance of products for his or her duties as an employee, independent contractor, consultant or agent of the Borrower and Company or its Subsidiaries. (f) To the Knowledge of the Company, any programs, modifications, enhancements or other inventions, improvements, discoveries, methods or works of authorship (“Works”) that were created by employees or consultants of the Company or its Subsidiaries were made in the regular course of such employees’ or consultants’ employment or service relationships with the Company or its Subsidiaries using the Company’s or its Subsidiaries’ facilities and (iv) resources and, as set forth on Schedule 6.17such, constitute works made for hire. Each such employee who has created Works or any employee who in the regular course of his employment may create Works and all consultants have signed an assignment or similar agreement with the Company or its Subsidiaries confirming the Company’s or its Subsidiaries’ ownership or, in the alternate, transferring and assigning to the Company or its Subsidiaries all right, title and interest in and to such programs, modifications, enhancements or other inventions including copyright and other intellectual property rights therein.

Intellectual Property; Licenses, Etc. Each Loan Credit Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrightsInternet domain names, copyrights and copyrightable works, patents, patent rightsinventions, trade secrets, know-how, proprietary computer software, franchises, intellectual property licenses and other intellectual property rights, including all registrations and applications to register any of the foregoing and all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on The conduct and operations of the businesses of each Credit Party and each of its Subsidiaries, to its knowledge, do not infringe, misappropriate, dilute, or otherwise violate in any material respect any intellectual property owned by any other Person, no other Person has challenged in writing or questioned any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary, and no Credit Party or Subsidiary has received a written challenge from any other Person contesting the use of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party threatened. Schedule 6.17 7.13 is a list complete and accurate list, as of the Signing Date and the Restatement Date, of (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office or the Canadian Intellectual Property Office and (b) owned by each Loan Credit Party and each of its Subsidiaries as of the Closing Date. Except for such claims Signing Date and infringements that could not reasonably be expected the Restatement Date and (ii) all material license agreements or similar arrangements granting IP Rights of another Person to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights its Subsidiaries, other than software license agreement for “off-the-shelf” or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person“click- through” agreements. As of the Closing Signing Date and the Restatement Date, none of the IP Rights owned by any Loan Credit Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except agreement, other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted to customers in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and business, or (ivii) except as set forth on Schedule 6.177.13.

Intellectual Property; Licenses, Etc. Each Loan Party Except with respect to immaterial defects, the Borrower and each Subsidiary ownsits Subsidiaries own, license or possesses possess the legal right to use, all of the trademarks, service marks, trade names, domain names, copyrights, works of authorship, patents, patent rights, franchiseslicenses, licenses technology, software, know-how database rights, design rights and other intellectual property rights (collectivelyand all registrations and applications therefor, “IP Rights”) to Intellectual Property that are used in or are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 is a list businesses as currently conducted, free and clear of all IP Rights Liens (other than non-exclusive licenses of commercially available software) that are (a) registered Permitted Encumbrances or pending registration existing licenses), and, without conflict with the United States Copyright Office rights of any Person. To the Borrower’s knowledge, no Intellectual Property, advertising, product, process, method, substance, part or other material used by the United States Patent and Trademark Office and Borrower or any of its Subsidiaries in the operation of its business as currently conducted infringes upon any rights held by any Person. Except as disclosed on Schedule 3.13, (bi) owned by each Loan Party as no claim or litigation regarding any of the Closing Date. Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and Intellectual Property is pending by any Person challenging or questioning the use by any Loan Party or any Subsidiary of any IP Rights or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, andor, to the knowledge of the Responsible Officers Borrower or any of its Subsidiaries, threatened in writing against the Loan PartiesBorrower or any of its Subsidiaries and (ii) neither the Borrower nor any of its Subsidiaries has received a written notice disputing such Person’s ownership, the use license or possession of any IP Rights such Intellectual Property. No holding, injunction, decision or judgment has been rendered by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person. As of the Closing DateGovernmental Authority, none of the IP Rights owned by any Loan Party is subject to any licensing agreement or similar arrangement except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, Subsidiaries have not entered into any settlement stipulation or other agreement (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted except license agreements in the ordinary course of business) which would limit, cancel, or question the validity of the Borrower’s or any Subsidiary’s rights in any Intellectual Property. Each application or registration for such Intellectual Property has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof except for such maintenance that has not been pursued using reasonable business judgment. The Borrower has contractual full audit inspection and enforcement rights with respect to the Queen Patents, including without limitation, the right to select an independent accounting firm not objectionable to the Queen Patent licensees to examine the books records of said licensee and to be informed of the existence of any deficiency, the right to receive royalty reports and other information from the licensees thereunder, the right to inspect or otherwise review the records of any licensee and to receive any related audit reports, the right to enforce the terms of the license against a breaching licensee, the right to disapprove or withhold its consent to consent to an assignment or transfer (by operation of law or otherwise) pursuant to a license agreement other than where a licensee’s portion of its business to manufacturers which the license pertains is acquired by a third party, whether by merger, sale of products for assets or otherwise, the Borrower right to make indemnification claims and its Subsidiaries receive indemnity and reimbursements in respect of any infringement of the Queen Patents to a licensee related to any claim, proceeding, loss, expense, and liability of any kind whatsoever arising from (a) any claim of patent infringement or inducing patent infringement with respect to the activities of a licensee, and (ivb) as set forth on Schedule 6.17the development, manufacture, holding, use, testing, advertisement, sale or other disposition by a licensee of any product licensed under the Queen Patents and the right to bring any action, demand, proceeding or claim, in law or in equity, with respect to the enforcement of any rights under or relating to any license agreement to receive royalty payments.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party Except as of the Closing Date. Except for such claims and infringements that could 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 by any each Loan Party and each of its Subsidiaries own, or any Subsidiary possess adequate rights to use on a worldwide basis, all trademarks, service marks, trade names, trade dress, internet domain names, copyrights published and unpublished works of authorship (including software), patents, patent rights, inventions and discoveries (whether patentable or not), franchises, licenses and all registrations, recordations and applications of the foregoing know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information, systems or procedures) and other intellectual property rights (collectively, “Intellectual Property Rights”) owned by such Loan Party (“IP Rights”)or as such Intellectual Property is used in or is reasonably necessary for the operation of their respective businesses, free and clear of all Liens, encumbrances, or security interests in favor of any IP Rights or Person, that would conflict with the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge Liens in favor of the Responsible Officers of Administrative Agent or that are otherwise permitted under the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on Orders and without conflict with the rights of any other Person. As , and Schedule 5.18 sets forth a complete and accurate list of all such registered IP Rights owned by each Loan Party and each of its Subsidiaries as of the Closing Date. To the knowledge of Holdings or the Borrower, none the use by the Loan Parties or their Subsidiaries of the IP Rights and the operation of their respective businesses does not infringe, misappropriate or otherwise violate the rights of any Person in any material respect, and no Loan Party has received any notice of any claim of infringement or misappropriation of the Intellectual Property rights of any Person in the past six (6) years. No judgment, holding, decision, claim or litigation regarding any of the IP Rights is pending or, to the best knowledge of the Borrower and Holdings, threatened, or rendered, by any Governmental Authority or Person which, either individually or in the aggregate, could limit or cancel any Loan Party’s rights in, any Intellectual Property in any respect that could reasonably be expected to have a Material Adverse Effect. To the best knowledge of the Borrower and Holdings no Person has infringed or misappropriated any IP Rights owned by a Loan Party in any material respect. (b) Each Loan Party has taken such actions to protect and preserve the confidentiality of all trade secrets and other material confidential information included in the IP Rights as are commercially reasonable in accordance with industry standards. (c) [Reserved]. (d) [Reserved]. (e) Each Loan Party has complied at all times in all material respects with applicable Laws regarding the collection, retention, use and protection of personal information except where the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. No Person (including any Governmental Body) has made any claim or commenced any action relating to the Loan Party’s privacy or data security practices, including with respect to the access, disclosure or use of personal information maintained by or on behalf of any of such business or to the best knowledge of the Borrower and Holdings threatened any such claim or action or conducted any investigation or inquiry thereof. To the best knowledge of the Borrower and Holdings, the execution, delivery, or performance of this Agreement and the consummation of the transactions contemplated hereby, will not violate any applicable Laws or the privacy policy of any Loan Party is subject to as it currently exists or as it existed at any licensing agreement time during which any personal information was collected or similar arrangement except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses obtained by or on behalf of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.17such Loan Party.

Intellectual Property; Licenses, Etc. Each (a) The Loan Party Parties and each Subsidiary ownstheir Subsidiaries own, or possesses possess the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses without conflict with the rights of any other Person. Set forth on Schedule 6.17 5.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each any Loan Party as of the Closing Date. Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, no No claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Party or any Subsidiary of any such IP Rights or the validity or effectiveness of any owned such IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any such IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any such IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any PersonPerson in any material respect. As of the Closing Date, none of the IP Rights owned by any of the Loan Party Parties is subject to any licensing agreement or similar arrangement except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted other than in the ordinary course of business and expect to manufacturers of products the extent such license was granted as consideration or partial consideration for the Borrower and its Subsidiaries and (iv) services provided by third party vendors, except as set forth on Schedule 6.175.17. (b) Set forth on Schedule 5.17 hereto is a complete list of all Websites and Domain Names owned by the Loan Parties, including the domain name registrar and administrative contact with respect to each such Domain Name and the date on which the Loan Parties’ registration of each such Domain Name with each such domain name registrar is scheduled to expire. Each Domain Name set forth on Schedule 5.17 is duly registered with the domain name registrar set forth on Schedule 5.17 opposite such Domain Name and has not been registered with any other domain name registrar. The Loan Parties own and have good title to all Websites and Domain Names set forth on Schedule 5.17 and the use thereof by the Loan Parties (and, as of the date of this Agreement, immediately prior to giving effect to the Transactions, the use thereof by the Target and its Subsidiaries) does not infringe upon the rights of any other Person in any material respect. The Websites and Domain Names of the Loan Parties have been maintained and renewed in accordance in all material respects with all applicable laws, rules and regulations and all applicable rules and procedures of each domain name registrar and ICANN. The Loan Parties have taken commercially reasonable steps to protect their rights and interests in and to their Websites and Domain Names. To the Loan Parties’ knowledge no person has gained unauthorized access to any Website or data stored thereon (including any customer data). To the Loan Parties’ knowledge the Websites and Loan Parties’ Proprietary Software are materially free of all “viruses”, “worms”, “trojan horses”, “time bombs”, “back doors”, and other infections or harmful routines intentionally inserted to disrupt, disable, harm, distort or otherwise impede in any manner the legitimate operation of such Websites or software, or any other associated software, firmware, hardware, computer system or network.

Intellectual Property; Licenses, Etc. (a) Each Loan Party and each Subsidiary ownsits Subsidiaries own, or possesses possess the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) Rights that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending in respect of which an application for registration has been filed or recorded with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing Date. Except for such claims and infringements infringements, violations and misappropriations that could 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 by any Loan Party or any Subsidiary of any IP Rights or the validity or effectiveness enforceability of any owned IP Rights, alleging any violation of such Person’s privacy rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary of its Subsidiaries or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary of its Subsidiaries does not infringe on infringe, violate or misappropriate the rights of any Person. As Except as set forth on Schedule 6.17 and except for licenses of the Closing Datecommercially-available, off-the-shelf software and other licenses requiring payments of less than $50,000 annually, none of the Material IP Rights owned by any of the Loan Party Parties or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, other than (ii) non-exclusive licenses of commercially available software, (iiiw) nonexclusive licenses and similar arrangements granted to customers and other relevant parties in the ordinary course of business business; (x) other licenses and similar arrangements that are exclusive in one or more respects so long as such exclusive licensing is limited to manufacturers geographic areas, particular fields of use, customized products for customers or limited time periods, and so long as after giving effect to such exclusive license, the Borrower or its Subsidiary, as applicable, retains sufficient rights to use the subject Material IP Rights as to enable the Borrower or its Subsidiary, as applicable to continue to conduct its business in the ordinary course; (y) IP Rights licensed to the Loan Parties and its Subsidiaries their Subsidiaries; and (ivz) as set forth on Schedule 6.17arrangements with customers and other relevant third parties with respect to co-operated, co-branded, “white-label” or “skinned” Websites and Domain Names in the ordinary course of business). (b) The Loan Parties own and have good title to all the Specified Domain Names and the use thereof or any Website thereon by the Loan Parties does not infringe, violate or misappropriate the rights of any other Person in any material respect. The Specified Domain Names have been maintained and renewed in accordance in all material respects with all applicable Laws and all applicable rules and procedures of each domain name registrar and ICANN.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary ownsof its Subsidiaries own, or possesses possess the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses rights and other intellectual property rights (such ownership or right to use, collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 5.17 is a complete and accurate list of all such IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Stated Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing DateRestatement Date or the date of any updated schedules delivered in accordance with Section 6.02(h) or any supplements delivered pursuant to Section 6.12(a)(i). Except for such claims and infringements asserted or pending that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending against any Loan Party by any Person challenging or questioning the use by any Loan Party or any Subsidiary of any of such Loan Party’s IP Rights or the validity or effectiveness enforceability of any owned of such Loan Party’s IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Partiesany Borrower, the use of any IP Rights (including the licensing of any such IP Rights) by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary its Subsidiaries does not infringe on the rights of any Person. As of the Closing DateRestatement Date or the date of any supplements delivered pursuant to Section 6.12(a)(i), none of the material IP Rights owned by of any Loan Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except to which such Loan Party is party other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (ivii) as set forth on Schedule 6.175.17.

Intellectual Property; Licenses, Etc. Each Loan Credit Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrightsInternet domain names, copyrights and copyrightable works, patents, patent rightsinventions, trade secrets, know-how, proprietary computer software, franchises, intellectual property licenses and other intellectual property rights, including all registrations and applications to register any of the foregoing and all rights to sxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set The conduct and operations of the businesses of each Credit Party and each of its Subsidiaries do not infringe, misappropriate, dilute, or otherwise violate in any material respect any intellectual property owned by any other Person, no other Person has challenged in writing or questioned any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary, and no Credit Party or Subsidiary thereof has received a written challenge from any other Person contesting the use of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights. Except as specifically set forth on Schedule 6.17 7.04, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party threatened. Schedule 7.13 is a complete and accurate list of (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Credit Party and each of its Subsidiaries as of the Closing Date. Except for such claims Date and infringements that could not reasonably be expected (ii) all material license agreements or similar arrangements granting IP Rights of another Person to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights its Subsidiaries, other than software license agreement for “off-the-shelf” or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person“click-through” agreements. As of the Closing Date, none of the IP Rights owned by any Loan Credit Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except agreement, other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted to customers in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and business, or (ivii) except as set forth on Schedule 6.177.13. [***] = Certain confidential information contained in this document, marked by brackets, is filed with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Intellectual Property; Licenses, Etc. Each Loan Party Except with respect to immaterial defects, the Borrower and each Subsidiary ownsits Subsidiaries own, license or possesses possess the legal right to use, all of the trademarks, service marks, trade names, domain names, copyrights, works of authorship, patents, patent rights, franchiseslicenses, licenses technology, software, know-how database rights, design rights and other intellectual property rights (collectivelyand all registrations and applications therefor, “IP Rights”) to Intellectual Property that are used in or are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 is a list businesses as currently conducted, free and clear of all IP Rights Liens (other than non-exclusive licenses of commercially available software) that are (a) registered Permitted Encumbrances or pending registration existing licenses), and, without conflict with the United States Copyright Office rights of any Person. To the Borrower’s knowledge, no Intellectual Property, advertising, product, process, method, substance, part or other material used by the United States Patent and Trademark Office and Borrower or any of its Subsidiaries in the operation of its business as currently conducted infringes upon any rights held by any Person. Except as disclosed on Schedule 3.13, (bi) owned by each Loan Party as no claim or litigation regarding any of the Closing Date. Except for such claims and infringements that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and Intellectual Property is pending by any Person challenging or questioning the use by any Loan Party or any Subsidiary of any IP Rights or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, andor, to the knowledge of the Responsible Officers Borrower or any of its Subsidiaries, threatened in writing against the Loan PartiesBorrower or any of its Subsidiaries and (ii) neither the Borrower nor any of its Subsidiaries has received a written notice disputing such Person’s ownership, the use license or possession of any IP Rights such Intellectual Property. No holding, injunction, decision or judgment has been rendered by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person. As of the Closing DateGovernmental Authority, none of the IP Rights owned by any Loan Party is subject to any licensing agreement or similar arrangement except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, Subsidiaries have not entered into any settlement stipulation or other agreement (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted except license agreements in the ordinary course of business) which would limit, cancel, or question the validity of the Borrower’s or any Subsidiary’s rights in any Intellectual Property. Each application or registration for such Intellectual Property has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof except for such maintenance that has not been pursued using reasonable business judgment. Set forth in Schedule 1.01(b) is a true and correct list of the Queen Patents as of the Effective Date. The Borrower has contractual full audit inspection and enforcement rights with respect to the Queen Patents, including without limitation, the right to select an independent accounting firm not objectionable to the Queen Patent licensees to examine the books and records of said licensee and to be informed of the existence of any deficiency, the right to receive royalty reports and other information from the licensees thereunder, the right to inspect or otherwise review the records of any licensee and to receive any related audit reports, the right to enforce the terms of the license against a breaching licensee, the right to disapprove or withhold its consent to consent to an assignment or transfer (by operation of law or otherwise) pursuant to a license agreement other than where a licensee’s portion of its business to manufacturers which the license pertains is acquired by a third party, whether by merger, sale of products for assets or otherwise, the Borrower right to make indemnification claims and its Subsidiaries receive indemnity and reimbursements in respect of any infringement of the Queen Patents to a licensee related to any claim, proceeding, loss, expense, and liability of any kind whatsoever arising from (a) any claim of patent infringement or inducing patent infringement with respect to the activities of a licensee, and (ivb) as set forth on Schedule 6.17the development, manufacture, holding, use, testing, advertisement, sale or other disposition by a licensee of any product licensed under the Queen Patents and the right to bring any action, demand, proceeding or claim, in law or in equity, with respect to the enforcement of any rights under or relating to any license agreement to receive royalty payments.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”a) that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 is sets forth a complete and accurate list of all IP Rights (i) Patents including any Patent applications and other material defined herein as Patents, (ii) registered Trademarks (including domain names) and any pending registrations for Trademarks, and (iii) any other registered Intellectual Property (including any copyright registrations or applications for registration), in each case of the foregoing clauses (i) through (iii), that (A) is owned by any Credit Party or any Subsidiary, (B) constitutes Material Intellectual Property and is being licensed by any Credit Party or any Subsidiary, or (C) otherwise constitutes Intellectual Property for which any Credit Party or any Subsidiary controls the prosecution or maintenance. For each item of Intellectual Property listed on Schedule 6.17, the Issuer has, where relevant, indicated on such schedule the owner of record, jurisdiction of application and/or registration, the application numbers, the registration or patent numbers or patent application numbers, and the date of application and/or registration. Schedule 6.17 also sets forth a complete and accurate list as of the Effective Date of all license agreements (inbound or outbound) of any of the foregoing items of Intellectual Property, other than non-exclusive licenses Permitted Licenses. (b) With respect to all Intellectual Property listed on Schedule 6.17: (i) each Credit Party and its respective Subsidiaries, as applicable, owns free and clear of any and all Liens other than Permitted Liens or has a valid license to such Intellectual Property; (ii) each Credit Party and its respective Subsidiaries, as applicable, has taken commercially available softwarereasonable actions to maintain and protect such Intellectual Property; (iii) that are except for rejections and similar notices issued by a Governmental Authority in the ordinary course of prosecuting Patent or Trademark applications, (aA) registered there is no pending proceeding challenging the validity or pending registration enforceability of any such Intellectual Property, (B) none of the Credit Parties nor any of their respective Subsidiaries is involved in any such proceeding with any Person, (C) none of the Intellectual Property is the subject of any Other Administrative Proceeding and (D) to the knowledge of each Credit Party, no Person has made any certification pursuant to the Drug Price Competition and Patent Term Restoration Act of 1984 (Public Law 98-417), as amended, including but not limited to any such certification pursuant to 21 U.S.C. §355(b)(2)(A)(iv) or 21 U.S.C. §355(j)(2)(A)(vii)(IV), or any reasonably similar or equivalent certification or notice in the United States Copyright Office or any other jurisdiction or any associated litigation (a “Paragraph IV Certification”), asserting the United States non-infringement, invalidity, or unenforceability of any Patent and Trademark Office and (b) owned by each Loan Party as of the Closing Date. Except for such claims and infringements that could not reasonably be expected or licensed to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights or the validity or effectiveness of any owned IP RightsSubsidiary; (iv) (A) such Intellectual Property is subsisting, nor does any Loan Party know of any such claim, and, (B) to the knowledge of the Responsible Officers of the Loan PartiesIssuer, the use of any IP Rights all Material Intellectual Property listed on Schedule 6.17 is valid, enforceable, and has not been forfeited or abandoned (except for routine abandonments associated with patent prosecution) and no action has been taken or omitted to be taken by any Loan Credit Party or any Subsidiary, that would affect the validity or enforceability of such Material Intellectual Property in any material respect, and (C) there are no unpaid and past due maintenance, renewal or other fees payable or owing by such Credit Party or Subsidiary for any such Intellectual Property; (v) each Credit Party and its respective Subsidiaries, as applicable, is the sole and exclusive owner of all right, title and interest in and to all such Intellectual Property that is owned by it; (vi) to the extent any such Intellectual Property that is owned or purported to be owned by any Credit Party or any Subsidiary thereof, was authored, developed, conceived or the granting created, in whole or in part, for or on behalf of a right or a license in respect of any IP Rights from any Loan such Credit Party or any Subsidiary does not infringe by any Person, then such Credit Party or Subsidiary has entered into a written agreement with such Person in which such Person has assigned all right, title and interest in and to such Intellectual Property to such Credit Party or Subsidiary or otherwise has ownership pursuant to applicable statutory laws; and (vii) no such Intellectual Property is subject to any license grant by any Credit Party or Subsidiary or similar arrangement, except for (x) license grants between the Credit Parties, (y) those license grants disclosed on Schedule 6.17 and (z) any non-exclusive Permitted Licenses. (c) To the rights knowledge of the Issuer, no Third Party is committing any act of Infringement of any Person. As Material Intellectual Property listed on Schedule 6.17. (d) With respect to each license agreement listed on Schedule 6.17, such license agreement (i) is in full force and effect and is binding upon and enforceable against each Credit Party (or each Credit Party’s respective Subsidiaries, as applicable) party thereto and to the knowledge of the Closing DateIssuer, all other parties thereto in accordance with its terms, (ii) has not been amended or otherwise modified and (iii) to the knowledge of the Issuer, has not suffered a default or breach thereunder. To the knowledge of the Issuer, none of the IP Rights Credit Parties nor any of their respective Subsidiaries has taken or omitted to take any action that would permit any other Person party to any such license agreement to have, and to the knowledge of the Issuer, no such Person otherwise has, any defenses, counterclaims or rights of setoff thereunder. (i) None of the Credit Parties nor any of their respective Subsidiaries nor to the knowledge of the Issuer, any licensees of any Intellectual Property owned by any Loan Credit Party is subject to or any licensing agreement Subsidiary has received written notice from any Third Party alleging that the conduct of its business (including the development, manufacture, use, sale or similar arrangement except (iother commercialization of any Product) for licenses Infringes any Intellectual Property of that Third Party, and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses to the knowledge of commercially available softwarethe Issuer, the conduct of the business of the Credit Parties and any of their Subsidiaries (iiiincluding the development, manufacture, use, sale or other commercialization of any Product) nonexclusive licenses and similar arrangements granted does not Infringe any Intellectual Property of any Third Party. (f) Neither any Credit Party nor any Subsidiary has made any assignment or agreement in conflict with the security interest in the ordinary course Intellectual Property or Regulatory Authorizations of business any Credit Party under the Collateral Documents and no license agreement with respect to manufacturers any such Intellectual Property or Regulatory Authorizations conflicts with the security interest granted to the Administrative Agent, on behalf of products for the Borrower Secured Parties, pursuant to the terms of the Collateral Documents. The consummation of the transactions contemplated hereby and its Subsidiaries and (iv) as the exercise by the Administrative Agent or the Secured Parties of any right or protection set forth on Schedule 6.17in the Note Documents will not constitute a breach or violation of, or otherwise affect the enforceability of, any licenses associated with any Intellectual Property or Regulatory Authorizations owned or licensed by any Credit Party or Subsidiary. (g) Neither Hungarian Holdings nor any other Affiliate of the Issuer that is not a Credit Party has any rights (including, but not limited to, ownership rights and license rights) in or to any Intellectual Property or Regulatory Authorizations related to or covering Upneeq.

Intellectual Property; Licenses, Etc. Each Loan Credit Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrightsInternet domain names, copyrights and copyrightable works, patents, patent rightsinventions, trade secrets, know-how, proprietary computer software, franchises, intellectual property licenses and other intellectual property rights, including all registrations and applications to register any of the foregoing and all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on The conduct and operations of the businesses of each Credit Party and each of its Subsidiaries, to its knowledge, do not infringe, misappropriate, dilute, or otherwise violate in any material respect any intellectual property owned by any other Person, no other Person has challenged in writing or questioned any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary, and no Credit Party or Subsidiary has received a written challenge from any other Person contesting the use of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights. No claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party threatened. Schedule 6.17 7.13 is a list complete and accurate list, as of the Closing Date, of (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office or the Canadian Intellectual Property Office and (b) owned by each Loan Credit Party and each of its Subsidiaries as of the Closing Date. Except for such claims Date and infringements that could not reasonably be expected (ii) all material license agreements or similar arrangements granting IP Rights of another Person to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights its Subsidiaries, other than software license agreement for “off-the-shelf” or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person“click-through” agreements. As of the Closing Date, none of the IP Rights owned by any Loan Credit Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except agreement, other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (iix) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted to customers in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and or (ivy) except as set forth on Schedule 6.177.13.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary ownsof its Subsidiaries own, or possesses possess the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses rights and other intellectual property rights (such ownership or right to use, collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 5.17 is a complete and accurate list of all such IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Stated Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing DateRestatement Date or the date of any updated schedules delivered in accordance with Section 6.02(h) or any supplements delivered pursuant to Section 6.12(a)(i). Except for such claims and infringements asserted or pending that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending against any Loan Party by any Person challenging or questioning the use by any Loan Party or any Subsidiary of any of such Loan Party’s IP Rights or the validity or effectiveness enforceability of any owned of such Loan Party’s IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan PartiesBorrower, the use of any IP Rights (including the licensing of any such IP Rights) by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary its Subsidiaries does not infringe on the rights of any Person. As of the Closing DateRestatement Date or the date of any supplements delivered pursuant to Section 6.12(a)(i), none of the material IP Rights owned by of any Loan Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except to which such Loan Party is party other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (ivii) as set forth on Schedule 6.175.17.

Intellectual Property; Licenses, Etc. Each Loan Credit Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrightsInternet domain names, copyrights and copyrightable works, patents, patent rightsinventions, trade secrets, know-how, proprietary computer software, franchises, intellectual property licenses and other intellectual property rights, including all registrations and applications to register any of the foregoing and all rights to sxx or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set The conduct and operations of the businesses of each Credit Party and each of its Subsidiaries do not infringe, misappropriate, dilute, or otherwise violate in any material respect any intellectual property owned by any other Person, no other Person has challenged in writing or questioned any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary, and no Credit Party or Subsidiary thereof has received a written challenge from any other Person contesting the use of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights. Except as specifically set forth on Schedule 6.17 7.04, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party threatened. Schedule 7.13 is a complete and accurate list of (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Credit Party and each of its Subsidiaries as of the Closing Date. Except for such claims Date and infringements that could not reasonably be expected (ii) all material license agreements or similar arrangements granting IP Rights of another Person to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights its Subsidiaries, other than software license agreement for “off-the-shelf” or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person“click-through” agreements. As of the Closing Date, none of the IP Rights owned by any Loan Credit Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except agreement, other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted to customers in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and business, or (ivii) except as set forth on Schedule 6.177.13.

Intellectual Property; Licenses, Etc. Each Loan Party Holdings and each Subsidiary ownsits Subsidiaries own, or possesses possess the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchisestrade secrets, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businessesbusinesses as currently conducted, except where the failure to so own or possess such IP Rights would not reasonably be expected to have a Material Adverse Effect. Set forth on Schedule 6.17 6.17(a) is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing Date. Set forth on Schedule 6.17(b) is a list of all written licensing agreements pursuant to which a Loan Party is granted an exclusive license to use any United States registered IP Rights owned by a third party as of the Closing Date. Except for such claims claims, infringements and infringements misappropriations that could would not reasonably be expected to have a Material Adverse Effect, (i) no claim has been asserted and is pending by any Person against any Loan Party, or against any other party for which a Loan Party is indemnifying, challenging or questioning the use by any Loan Party or any Subsidiary of any IP Rights or the ownership, validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, (ii) to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party Holdings or any Subsidiary or the granting of a right or a license in respect of any IP Rights owned by any of the Loan Parties from any Loan Party Holdings or any Subsidiary does not infringe on upon or misappropriate the rights of any Person. As of the Closing Date, other than non-exclusive licenses granted in the ordinary course of business, none of the IP Rights owned by any of the Loan Parties has been licensed by such Loan Party is subject pursuant to any a written licensing agreement or similar arrangement except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.176.17(c).

Intellectual Property; Licenses, Etc. Each Loan Credit Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrightsInternet domain names, copyrights and copyrightable works, patents, patent rightsinventions, trade secrets, know-how, proprietary computer software, franchises, intellectual property licenses and other intellectual property rights, including all registrations and applications to register any of the foregoing and all rights to sue or recover at law or in equity for any past, present or future infringement, misappropriation, dilution, violation or other impairment thereof (collectively, the “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set Except as specifically set forth on Schedule 6.17 7.04, the conduct and operations of the businesses of each Credit Party and each of its Subsidiaries do not infringe, misappropriate, dilute, or otherwise violate in any material respect any intellectual property owned by any other Person, no other Person has challenged in writing or questioned any right, title or interest of any Credit Party or any of its Subsidiaries in any IP Rights of such Credit Party or Subsidiary, and no Credit Party or Subsidiary thereof has received a written challenge from any other Person contesting the use of any IP Rights owned by such Credit Party or Subsidiary or the validity or enforceability of such IP Rights. Except as specifically set forth on Schedule 7.04, no claim or litigation regarding any of the foregoing is pending or, to the knowledge of such Credit Party threatened. Schedule 7.13 is a complete and accurate list of (i) all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Credit Party and each of its Subsidiaries as of the Closing Date. Except for such claims Date and infringements that could not reasonably be expected (ii) all material license agreements or similar arrangements granting IP Rights of another Person to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights its Subsidiaries, other than software license agreement for “off-the-shelf” or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person“click-through” agreements. As of the Closing Date, none of the IP Rights owned by any Loan Credit Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except agreement, other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted to customers in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and business, or (ivii) except as set forth on Schedule 6.177.13.

Intellectual Property; Licenses, Etc. (a) Each Loan Party and each Subsidiary ownsits Subsidiaries own, or possesses possess the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) Rights that are reasonably necessary for the operation of their respective businesses. Set forth on Part A of Schedule 6.17 is a list as of the Closing Date of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending in respect of which an application for registration has been filed or recorded with the United States Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing DateOffice. Except for such claims and infringements that could 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 by any Loan Party or any Subsidiary of any IP Rights or the validity or effectiveness enforceability of any owned IP Rights, alleging any violation of such Person’s privacy rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary of its Subsidiaries or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary of its Subsidiaries does not infringe on infringe, violate or misappropriate the rights of any Person. As of the Closing Date, none of the Material IP Rights owned by any of the Loan Party Parties or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except as set forth on Part A of Schedule 6.17. (ib) Set forth on Part B of Schedule 6.17 is a complete list of all Material Domain Names as of the Closing Date, including the domain name registrar and administrative contact with respect to each such Material Domain Name. Each Material Domain Name set forth on Part B of Schedule 6.17 is duly registered with the domain name registrar set forth on Part B of Schedule 6.17 opposite such Material Domain Name and has not been registered with any other domain name registrar. The Loan Parties own and have good title to all their Material Domain Names and the use thereof or any Website thereon by the Loan Parties does not infringe, violate or misappropriate the rights of any other Person in any material respect. The Material Domain Names have been maintained and renewed in accordance in all material respects with all applicable Laws and all applicable rules and procedures of each domain name registrar and ICANN. The Loan Parties have taken commercially reasonable steps to protect their rights and interests in and to their material Websites and Material Domain Names. To the Loan Parties’ knowledge no Person has gained unauthorized access to any Website or data stored thereon (including any customer data). (c) Set forth on Part C of Schedule 6.17 is a complete list of all Website Agreements that are reasonably necessary for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses operation of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course business of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.17of the Closing Date.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary ownsof its Subsidiaries own, or possesses possess the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses rights and other intellectual property rights (such ownership or right to use, collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 5.17 is a complete and accurate list of all such IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Stated Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing DateSecond Restatement Date or the date of any updated schedules delivered in accordance with Section 6.02(h) or any supplements delivered pursuant to Section 6.12(a)(i). Except for such claims and infringements asserted or pending that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending against any Loan Party by any Person challenging or questioning the use by any Loan Party or any Subsidiary of any of such Loan Party’s IP Rights or the validity or effectiveness enforceability of any owned of such Loan Party’s IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Partiesany Borrower, the use of any IP Rights (including the licensing of any such IP Rights) by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary its Subsidiaries does not infringe on the rights of any Person. As of the Closing DateSecond Restatement Date or the date of any supplements delivered pursuant to Section 6.12(a)(i), none of the material IP Rights owned by of any Loan Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except to which such Loan Party is party other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (ivii) as set forth on Schedule 6.175.17.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”a) that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 is sets forth a complete and accurate list of all IP Rights (i) Patents including any Patent applications and other material defined herein as Patents, (ii) registered Trademarks (including domain names) and any pending registrations for Trademarks, and (iii) any other registered Intellectual Property (including any copyright registrations or applications for registration), in each case of the foregoing clauses (i) through (iii), that (A) is owned by any Credit Party or any Subsidiary, (B) constitutes Material Intellectual Property and is being licensed by any Credit Party or any Subsidiary, or (C) otherwise constitutes Intellectual Property for which any Credit Party or any Subsidiary controls the prosecution or maintenance. For each item of Intellectual Property listed on Schedule 6.17, the Issuer has, where relevant, indicated on such schedule the owner of record, jurisdiction of application and/or registration, the application numbers, the registration or patent numbers or patent application numbers, and the date of application and/or registration. Schedule 6.17 also sets forth a complete and accurate list as of the Effective Date of all license agreements (inbound or outbound) of any of the foregoing items of Intellectual Property, other than non-exclusive licenses Permitted Licenses. (b) With respect to all Intellectual Property listed on Schedule 6.17: ​ (i) each Credit Party and its respective Subsidiaries, as applicable, owns free and clear of any and all Liens other than Permitted Liens or has a valid license to such Intellectual Property; (ii) each Credit Party and its respective Subsidiaries, as applicable, has taken commercially available softwarereasonable actions to maintain and protect such Intellectual Property; (iii) that are except for rejections and similar notices issued by a Governmental Authority in the ordinary course of prosecuting Patent or Trademark applications, (aA) registered there is no pending proceeding challenging the validity or pending registration enforceability of any such Intellectual Property, (B) none of the Credit Parties nor any of their respective Subsidiaries is involved in any such proceeding with any Person, (C) none of the Intellectual Property is the subject of any Other Administrative Proceeding and (D) to the knowledge of each Credit Party, no Person has made any certification pursuant to the Drug Price Competition and Patent Term Restoration Act of 1984 (Public Law 98-417), as amended, including but not limited to any such certification pursuant to 21 U.S.C. §355(b)(2)(A)(iv) or 21 U.S.C. §355(j)(2)(A)(vii)(IV), or any reasonably similar or equivalent certification or notice in the United States Copyright Office or any other jurisdiction or any associated litigation (a “Paragraph IV Certification”), asserting the United States non-infringement, invalidity, or unenforceability of any Patent and Trademark Office and (b) owned by each Loan Party as of the Closing Date. Except for such claims and infringements that could not reasonably be expected or licensed to have a Material Adverse Effect, no claim has been asserted and is pending by any Person challenging or questioning the use by any Loan Credit Party or any Subsidiary of any IP Rights or the validity or effectiveness of any owned IP RightsSubsidiary; (iv) (A) such Intellectual Property is subsisting, nor does any Loan Party know of any such claim, and, (B) to the knowledge of the Responsible Officers of the Loan PartiesIssuer, the use of any IP Rights all Material Intellectual Property listed on Schedule 6.17 is valid, enforceable, and has not been forfeited or abandoned (except for routine abandonments associated with patent prosecution) and no action has been taken or omitted to be taken by any Loan Credit Party or any Subsidiary, that would affect the validity or enforceability of such Material Intellectual Property in any material respect, and (C) there are no unpaid and past due maintenance, renewal or other fees payable or owing by such Credit Party or Subsidiary for any such Intellectual Property; (v) each Credit Party and its respective Subsidiaries, as applicable, is the sole and exclusive owner of all right, title and interest in and to all such Intellectual Property that is owned by it; (vi) to the extent any such Intellectual Property that is owned or purported to be owned by any Credit Party or any Subsidiary thereof, was authored, developed, conceived or the granting created, in whole or in part, for or on behalf of a right or a license in respect of any IP Rights from any Loan such Credit Party or any Subsidiary does not infringe by any Person, then such Credit Party or Subsidiary has entered into a written agreement with such Person in which such Person has assigned all right, title and interest in and to such Intellectual Property to such Credit Party or Subsidiary or otherwise has ownership pursuant to applicable statutory laws; and (vii) no such Intellectual Property is subject to any license grant by any Credit Party or Subsidiary or similar arrangement, except for (x) license grants between the Credit Parties, (y) those license grants disclosed on Schedule 6.17 and (z) any non- exclusive Permitted Licenses. (c) To the rights knowledge of the Issuer, no Third Party is committing any act of Infringement of any PersonMaterial Intellectual Property listed on Schedule 6.17. As ​ (d) With respect to each license agreement listed on Schedule 6.17, such license agreement (i) is in full force and effect and is binding upon and enforceable against each Credit Party (or each Credit Party’s respective Subsidiaries, as applicable) party thereto and to the knowledge of the Closing DateIssuer, all other parties thereto in accordance with its terms, (ii) has not been amended or otherwise modified and (iii) to the knowledge of the Issuer, has not suffered a default or breach thereunder. To the knowledge of the Issuer, none of the IP Rights Credit Parties nor any of their respective Subsidiaries has taken or omitted to take any action that would permit any other Person party to any such license agreement to have, and to the knowledge of the Issuer, no such Person otherwise has, any defenses, counterclaims or rights of setoff thereunder. (i) None of the Credit Parties nor any of their respective Subsidiaries nor to the knowledge of the Issuer, any licensees of any Intellectual Property owned by any Loan Credit Party is subject to or any licensing agreement Subsidiary has received written notice from any Third Party alleging that the conduct of its business (including the development, manufacture, use, sale or similar arrangement except (iother commercialization of any Product) for licenses Infringes any Intellectual Property of that Third Party, and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses to the knowledge of commercially available softwarethe Issuer, the conduct of the business of the Credit Parties and any of their Subsidiaries (iiiincluding the development, manufacture, use, sale or other commercialization of any Product) nonexclusive licenses and similar arrangements granted does not Infringe any Intellectual Property of any Third Party. (f) Neither any Credit Party nor any Subsidiary has made any assignment or agreement in conflict with the security interest in the ordinary course Intellectual Property or Regulatory Authorizations of business any Credit Party under the Collateral Documents and no license agreement with respect to manufacturers any such Intellectual Property or Regulatory Authorizations conflicts with the security interest granted to the Administrative Agent, on behalf of products for the Borrower Secured Parties, pursuant to the terms of the Collateral Documents. The consummation of the transactions contemplated hereby and its Subsidiaries and (iv) as the exercise by the Administrative Agent or the Secured Parties of any right or protection set forth on Schedule 6.17in the Note Documents will not constitute a breach or violation of, or otherwise affect the enforceability of, any licenses associated with any Intellectual Property or Regulatory Authorizations owned or licensed by any Credit Party or Subsidiary. (g) Neither Hungarian Holdings nor any other Affiliate of the Issuer that is not a Credit Party has any rights (including, but not limited to, ownership rights and license rights) in or to any Intellectual Property or Regulatory Authorizations related to or covering Upneeq.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary ownsof its Subsidiaries own, or possesses possess the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. Set Schedules 14(a) and 14(b) to the U.S. Perfection Certificate set forth on Schedule 6.17 is a complete and accurate list of all 109 such IP Rights (owned or used by any U.S. Domiciled Loan Party. To the best knowledge of the Borrowers, no slogan or other than non-exclusive licenses of commercially available software) that are (a) registered advertising device, product, process, method, substance, part or pending registration with the United States Copyright Office other material now employed, or the United States Patent and Trademark Office and (b) owned now contemplated to be employed, by each any Loan Party as or any of its Subsidiaries infringes upon any rights held by any other Person. No claim or litigation regarding any of the Closing Date. Except for such claims and infringements that foregoing is pending or, to the best knowledge of the Borrowers, threatened, which, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 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, no claim has been asserted other than commercially available “shrink-wrap” software and is pending by such agreements and other arrangements the termination of which could not be reasonably expected to result in a Material Adverse Effect, pursuant to which any Person challenging or questioning the use by any such Loan Party has a license or other right to use any Subsidiary of 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 the validity or effectiveness of any owned IP Rights, nor does any Loan Party know other arrangements of any such claimLoan Party as in effect on the Closing Date (collectively, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights together with such agreements or other arrangements as may be entered into by any such Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person. As of after the Closing Date, none of collectively, the “License Agreements” and individually, a “License Agreement”). No trademark, servicemark, or other IP Rights 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 is subject to any licensing agreement security interest, Lien, collateral assignment, pledge or similar arrangement other encumbrance in favor of any Person other than a Secured Party, is fixed to any Inventory, except to the extent either (i) for licenses permitted under the term of the License Agreements listed on Schedule 14(a) and similar agreements among 14(b) to the Borrower and its Subsidiaries, U.S. Perfection Certificate or (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted as could not be reasonably expected to result in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.17a Material Adverse Effect.

Intellectual Property; Licenses, Etc. Each Loan Party (a) Schedule 6.17(a) to the Disclosure Letter sets forth a complete and each Subsidiary owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 is a accurate list of all IP Rights (i) Patents including any Patent applications and other than non-exclusive licenses of commercially available software) that are material defined herein as Patents, (aii) registered Trademarks (including domain names) and any pending registrations for Trademarks, (iii) any other registered Intellectual Property (including any copyright registrations or pending registration with the United States Copyright Office or the United States Patent and Trademark Office applications for registration), and (biv) owned by each Loan Party as other item of Material Intellectual Property, in each case of the Closing Date. Except for such claims and infringements foregoing clauses (i) through (iv), that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and (A) is pending by any Person challenging or questioning the use by any Loan Party or any Subsidiary of any IP Rights or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights by any Loan Party or any Subsidiary or (B) constitutes Material Intellectual Property and is being licensed by any Loan Party or any Subsidiary. For each item of Intellectual Property listed on Schedule 6.17(a) to the granting Disclosure Letter, the Borrower has, where relevant, indicated on such schedule the owner of record, jurisdiction of application and/or registration, the application numbers, the registration or patent numbers or patent application numbers, and the date of application and/or registration. Schedule 6.17(a) to the Disclosure Letter sets forth a right complete and accurate list of all license agreements (inbound or a license in respect outbound) by the Borrower and its Subsidiaries of any IP Rights from of the foregoing clauses (i) through (iv). (b) With respect to all Material Intellectual Property listed on Schedule 6.17(a) to the Disclosure Letter: (i) each Loan Party and its respective Subsidiaries, as applicable, owns or has a valid license to such Material Intellectual Property free and clear of any and all Liens other than Liens permitted pursuant to Section 8.01; (ii) each Loan Party and its respective Subsidiaries, as applicable, has taken commercially reasonable actions to maintain and protect such Material Intellectual Property; (iii) except as set forth on Schedule 6.17(b) to the Disclosure Letter, and except for rejections issued by a Governmental Authority in the ordinary course of prosecuting Patent or Trademark applications, (A) there is no proceeding challenging the validity or enforceability of any Patent or Trademark, (B) none of the Loan Parties nor any of their respective Subsidiaries is involved in any such proceeding with any Person, and (C) none of the Patents or Trademarks are the subject of any Other Administrative Proceeding; (A) the issued Patents and registered Trademarks are subsisting, (B) to the knowledge of the Borrower, the issued Patents and registered Trademarks are valid and enforceable, (C) to the knowledge of the Borrower, no event has occurred, and nothing has been done or omitted to have been done, that would affect the validity or enforceability of such Material Intellectual Property and (D) all such Material Intellectual Property listed on Schedule 6.17(a) to the Disclosure Letter is in full force and effect and has not lapsed, or been forfeited or cancelled or abandoned (except for routine abandonments associated with patent prosecution) and there are no delinquent unpaid maintenance, renewal or other fees payable or owing by such Loan Party or Subsidiary for any such Material Intellectual Property, except those indicated as being lapsed, forfeited, cancelled, abandoned, or expired on Schedule 6.17(a) to the Disclosure Letter; and (v) each Loan Party and its respective Subsidiaries, as applicable, is the sole and exclusive owner of all right, title and interest in and to all such Material Intellectual Property that is owned by it except those listed on Schedule 6.17(b) to the Disclosure Letter; (vi) to the knowledge of the Borrower, to the extent any such Material Intellectual Property was authored, developed, conceived or created, in whole or in part, for or on behalf of any Loan Party or any Subsidiary does not infringe on the rights of by any Person. As , then such Loan Party or Subsidiary has entered into a written agreement with such Person in which such Person has assigned all right, title and interest in and to such Material Intellectual Property to such Loan Party or Subsidiary; and (vii) as of the Closing Date, none of the IP Rights owned no such Material Intellectual Property is subject to any license grant by any Loan Party or Subsidiary, except for (x) license grants between the Loan Parties and (y) those license grants disclosed on Schedule 6.17(a) to the Disclosure Letter. (c) To the knowledge of the Borrower, no Third Party is subject committing any act of Infringement of any Material Intellectual Property listed on Schedule 6.17(a) to the Disclosure Letter which could reasonably be expected to materially impair any licensing Loan Party’s or any Subsidiary’s ability to generate revenue from such Material Intellectual Property. (d) With respect to each license agreement or similar arrangement except listed on Schedule 6.17(a) to the Disclosure Letter, such license agreement (i) for licenses is in full force and similar agreements among effect and is binding upon and enforceable against each Loan Party (or each Loan Party’s respective Subsidiaries, as applicable) party thereto and, to the Borrower and Borrower’s knowledge, all other parties thereto in accordance with its Subsidiariesterms, (ii) non-exclusive licenses of commercially available software, has not been amended or otherwise modified and (iii) nonexclusive licenses has not suffered a material default or breach thereunder. None of the Loan Parties nor any of their respective Subsidiaries has taken or omitted to take any action that would permit any other Person party to any such license agreement to have, and similar arrangements granted to the knowledge of the Borrower, no such Person otherwise has, any defenses, counterclaims or rights of setoff thereunder. (e) Except as could not reasonably be expected, either individually or in the ordinary course aggregate, to have a Material Adverse Effect or a material adverse effect on any Product Development and Commercialization Activities, (i) none of the Loan Parties nor any of their respective Subsidiaries has received written notice from any Third Party alleging that the conduct of its business to manufacturers (including the development, manufacture, use, sale or other commercialization of products for the Borrower and its Subsidiaries any Product) Infringes any Intellectual Property of that Third Party, and (ivii) as to the knowledge of the Borrower, the conduct of the business of the Loan Parties and any of their Subsidiaries (including the development, manufacture, use, sale or other commercialization of any Product) does not Infringe any Intellectual Property of any Third Party. (f) Neither any Loan Party nor any Subsidiary has made any assignment or agreement in conflict with the security interest in the Intellectual Property of any Loan Party under the Collateral Documents (after giving effect to the exclusion of any Excluded Property from the Collateral) and no license agreement with respect to any such Intellectual Property conflicts with the security interest granted to the Administrative Agent, on behalf of the Secured Parties, pursuant to the terms of the Collateral Documents. The consummation of the transactions contemplated hereby and the exercise by the Administrative Agent or the Secured Parties of any right or protection set forth on Schedule 6.17in the Loan Documents (after giving effect to the exclusion of any Excluded Property from the Collateral) will not constitute a breach or violation of, or otherwise affect the enforceability or approval of, any licenses associated with any Intellectual Property owned or licensed by any Loan Party or Subsidiary.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 is a list of all IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered Schedule 6.17 sets forth a complete and accurate list of the following as of the Closing Date: (i) all Copyrights and all Trademarks of any Loan Party, that are registered, or pending in respect of which an application for registration has been filed or recorded, with the United States Copyright Office or the United States Patent and Trademark Office or the United States Copyright Office or with any other Governmental Authority (or comparable organization or office established in any country or pursuant to an international treaty or similar international agreement for the filing, recordation or registration of interests in intellectual property), together with relevant identifying information with respect to such Copyrights and Trademarks, (ii) all Patents of any Loan Party that are issued, or in respect of which an application has been filed or recorded, with the United States Patent and Trademark Office or with any other Governmental Authority (or comparable organization or office established in any country or pursuant to an international treaty or similar international agreement for the filing, recordation or registration of interests in intellectual property), together with relevant identifying information with respect to such Patents, (iii) all Domain Names of any Loan Party, together with relevant identifying information with respect to such Domain Names, (iv) each Copyright License, each Patent License and each Trademark License to which any Loan Party is a party and (v) each other right or interest in the Material IP Rights of any Loan Party. The items in subsections (i) through (iii) are the “Registered IP”. For each listed Patent, Schedule 6.17 includes the following information: application number, patent number (if applicable), country or other filing organization and registered owner. (b) owned by each Loan Party as Except for IP Rights that have expired or been abandoned in the ordinary course of business, the Material IP Rights are subsisting, unexpired and have not been abandoned. To the knowledge of the Closing DateLoan Parties, the Material IP Rights are valid and enforceable. Except No claim known to the Borrower or any Subsidiary has been made that the use or other exploitation by the Borrower, any Subsidiary or any of their licensees of any of the Products, including, without limitation, to advertise, display, import, manufacture, have manufactured, market, offer for such claims and infringements sale, perform, prepare derivative works based upon, promote, reproduce, sell, use and/or otherwise distribute a Product, does or may infringe, violate or misappropriate the rights of any Person, except as could not reasonably be expected to have a Material Adverse Effect. No holding, decision or judgment has been rendered by any Governmental Authority, except for those issued during the ordinary course of prosecution, that would limit, invalidate, render unenforceable, cancel or question the validity of any Material IP Right, except as could 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 by any Loan Party or any Subsidiary of any IP Rights or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan Parties, no action or proceeding is pending seeking to limit, invalidate, render unenforceable, cancel or question the use validity of any Material IP Right that, in any case, if adversely determined, could reasonably be expected to have a Material Adverse Effect on the value of any Material IP Right. Except for IP Rights by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person. As of the Closing Date, none of the IP Rights owned by any Loan Party is subject to any licensing agreement or similar arrangement except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted abandoned in the ordinary course of business to manufacturers of products for business, the Borrower and its Subsidiaries have, since taking title to the Material IP Rights, performed all acts and have paid all required annuities, fees, costs, expenses and taxes to maintain such Material IP Rights in full force and effect in the relevant jurisdiction(s), as applicable, subject to any permitted extensions for the payment thereof. All applications for registration of Registered IP included in the Material IP Rights of the Loan Parties have been duly and properly filed, and all issued or granted Registered IP included in Material IP Rights has been duly and properly filed and issued. The Borrower and its Subsidiaries have not filed any disclaimers (ivother than terminal disclaimers filed during the ordinary course of prosecution) as set forth on Schedule 6.17.or voluntary reductions in the scope of any of the issued or granted Material IP Rights after the same have been issued or granted. The Borrower and its Subsidiaries own, or have been granted a right to use by license or otherwise, all the Material IP

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary of itsSubsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, ,copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP collectively,“IP Rights”) that are reasonably necessary for the operation of their respective businesses, withoutmaterial conflict with the rights of any other Person. Set forth on Schedule 6.17 is a 11 to the Perfection Certificate sets fortha complete and accurate list of all such IP Rights (owned or used by any Loan Party. To the bestknowledge of the Borrower, no slogan or other than non-exclusive licenses of commercially available software) that are (a) registered advertising device, product, process, method, substance,part or pending registration with the United States Copyright Office other material now employed, or the United States Patent and Trademark Office and (b) owned now contemplated to be employed, by each any Loan Party as or any ofits Subsidiaries infringes upon any rights held by any other Person. No claim or litigation regarding anyof the foregoing is pending or, to the best knowledge of the Closing Date. Except for such claims and infringements that Borrower, threatened, which, eitherindividually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.Schedule 11 to the Perfection Certificate sets forth all of the agreements or other arrangements of theLoan Parties, no claim has been asserted other than commercially available “shrink-wrap” software and is pending by such agreements and otherarrangements the termination of which could not be reasonably expected to result in a Material AdverseEffect, pursuant to which any Person challenging or questioning the use by any such Loan Party has a license or other right to use any Subsidiary of any trademarks, logos,designs, representations or other IP Rights owned by another Person as in effect on the Closing Date andthe dates of the expiration of such agreements or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know other arrangements of any such claimLoan Party as in effecton the Closing Date (collectively, and, to the knowledge of the Responsible Officers of the Loan Parties, the use of any IP Rights together with such agreements or other arrangements as may beentered into by any such Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person. As of after the Closing Date, none of collectively, the IP Rights owned by any Loan Party is subject to any licensing agreement or similar arrangement except (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.17.“License Agreements” and-77-

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary ownsof its Subsidiaries own, or possesses possess the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses rights and other intellectual property rights (such ownership or right to use, collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses. Set forth on Schedule 6.17 5.17 is a complete and accurate list of all such IP Rights (other than non-exclusive licenses of commercially available software) that are (a) registered or pending registration with the United States Stated Copyright Office or the United States Patent and Trademark Office and (b) owned by each Loan Party as of the Closing DateDate or the date of any updated schedules delivered in accordance with Section 6.02(h) or any supplements delivered pursuant to Section 6.12(a)(i). Except for such claims and infringements asserted or pending that could not reasonably be expected to have a Material Adverse Effect, no claim has been asserted and is pending against any Loan Party by any Person challenging or questioning the use by any Loan Party or any Subsidiary of any of such Loan Party’s IP Rights or the validity or effectiveness enforceability of any owned of such Loan Party’s IP Rights, nor does any Loan Party know of any such claim, and, to the knowledge of the Responsible Officers of the Loan PartiesBorrower, the use of any IP Rights (including the licensing of any such IP Rights) by any Loan Party or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary its Subsidiaries does not infringe on the rights of any Person. As of the Closing DateDate or the date of any supplements delivered pursuant to Section 6.12(a)(i), none of the material IP Rights owned by of any Loan Party or any of its Subsidiaries is subject to any licensing agreement or similar arrangement except to which such Loan Party is party other than (i) for licenses and similar agreements among the Borrower and its Subsidiaries, (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (ivii) as set forth on Schedule 6.175.17.

Intellectual Property; Licenses, Etc. Each Loan Party and each Subsidiary of its Subsidiaries owns, or possesses the legal right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights (collectively, “IP Rights”) that are reasonably necessary for the operation of their respective businesses, without material conflict with the rights of any other Person. Set Schedule 11 to the Perfection Certificate sets forth on Schedule 6.17 is a complete and accurate list of all such IP Rights (owned or used by any Loan Party. To the best knowledge of the Borrower, no slogan or other than non-exclusive licenses of commercially available software) that are (a) registered advertising device, product, process, method, substance, part or pending registration with the United States Copyright Office other material now employed, or the United States Patent and Trademark Office and (b) owned now contemplated to be employed, by each any Loan Party as or any of its Subsidiaries infringes upon any rights held by any other Person. No claim or litigation regarding any of the Closing Date. Except for such claims and infringements that foregoing is pending or, to the best knowledge of the Borrower, threatened, which, either individually or in the aggregate, could 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 by any Loan Party or any Subsidiary of any IP Rights or the validity or effectiveness of any owned IP Rights, nor does any Loan Party know of any such claim, and, . Schedule 11 to the knowledge --68- Perfection Certificate sets forth all of the Responsible Officers agreements or other arrangements of the 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 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 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 any such Loan Party after the Closing Date, collectively, the “License Agreements” and individually, a “License Agreement”). No trademark, servicemark, or other IP Rights Right at any time used by any Loan Party which is owned by another Person, or any Subsidiary or the granting of a right or a license in respect of any IP Rights from any Loan Party or any Subsidiary does not infringe on the rights of any Person. As of the Closing Date, none of the IP Rights owned by any such Loan Party is subject to any licensing agreement security interest, Lien, collateral assignment, pledge or similar arrangement other encumbrance in favor of any Person other than a Secured Party, is fixed to any Inventory, except to the extent either (i) for licenses and similar agreements among permitted under the Borrower and its Subsidiaries, term of the License Agreements listed on Schedule 11 to the Perfection Certificate or (ii) non-exclusive licenses of commercially available software, (iii) nonexclusive licenses and similar arrangements granted as could not be reasonably expected to result in the ordinary course of business to manufacturers of products for the Borrower and its Subsidiaries and (iv) as set forth on Schedule 6.17a Material Adverse Effect.