Common use of Patents, Trademarks, Copyrights and Licenses Clause in Contracts

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights and assumed names which are registered with any state or federal agency and which are owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effect; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or license. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by Borrower and all trade secrets used by Borrower consist of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effect. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related thereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower any Loan Party are set forth on Schedule 5.9, are valid (subject to any disclaimers duly filed by a Loan Party) and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property Intellectual Property rights of each Loan Party which are necessary for the operation of its business except to the extent the failure to so possess business. No Loan Party has Knowledge of any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effect; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Loan Party is aware of any grounds for any such challenge, except as may be set forth in Schedule 5.9 hereto. Each Except as disclosed on Schedule 5.9(a), each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license of a material nature owned or held by Borrower any Loan Party and all trade secrets used by Borrower any Loan Party consist of original material or property developed by Borrower such Loan Party or was lawfully acquired by Borrower such Loan Party from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to to, in all material respects, preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Loan Party, such software could reasonably be expected to result in a Material Adverse Effect, Borrower Loan Party is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license similar agreement from the software owner which ensures such Loan Party’s practical ability to use utilize such software, including each such source code escrow agreement or similar agreement being listed on Schedule 5.9 hereto. As of the Closing Date, the estimated aggregate book value of all source Inventory of Borrower which is identified by, associated with, intended to be sold under or otherwise subject to a trademark, patent or other Intellectual Property, which Intellectual Property is (a) owned by another Person and object codes related theretois licensed to Borrower and (b) not fully assignable to both Borrower and Agent, does not exceed $1,000,000.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower any Loan Party are set forth on Schedule 5.95.10 (as such Schedule may be updated from time to time), are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights patents, trademarks, service marks, copyrights, design rights, tradenames, assumed names, trade secrets and licenses which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Loan Party is aware of any grounds for any challenge, except as set forth in Schedule 5.10. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design right, copyright, copyright application and copyright license owned or held by Borrower and all trade secrets used by Borrower consist any Loan Party consists of original material or property developed by Borrower such Loan Party or was lawfully acquired by Borrower such Loan Party from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all customized software used licensed by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Loan Party, such software could reasonably be expected to result in a Material Adverse Effect, Borrower Loan Party is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.10.

Patents, Trademarks, Copyrights and Licenses. All Except for immaterial items of Intellectual Property, all active registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights and assumed names which are registered with any state or federal agency and which are rights, trade names, owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.95.9 (as of the Closing Date and as such schedule is updated from time to time upon request by Agent), are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effect; there business. There is no objection to or pending challenge to the validity of any such registered patent, trademark, copyright, design right, tradenamerights, trade secret or licensename and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto that is reasonably likely to have a Material Adverse Effect. Each Except for immaterial items of Intellectual Property, each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure thereof. Borrowers have used commercially reasonable efforts to do so could not reasonably be expected to result in a Material Adverse Effect. Each maintain each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereofused in their business. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds being listed on Schedule 5.9 hereto, except where the failure to have such possession would not reasonably be expected to have a license agreement from the software owner to use such software, including all source and object codes related theretoMaterial Adverse Effect.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect authorities and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business business, except for those as to the extent which the failure to so possess any such intellectual property rights own or license could not be reasonably be expected to result in have a Material Adverse Effect; to the Borrower’s knowledge, there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All material patents, patent applications, trademarks, trademark applications, service marks, service xxxx mxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, Governmental Bodies except to the extent that the failure of any such intellectual property rights, either singly or as otherwise set forth in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Schedule 5.9(a) and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except business; to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effect; best of Borrower’s knowledge, there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, in each case that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect, except as set forth in Schedule 5.9 hereto. Each To the extent material to the operation of any Borrower’s business, each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmxxx, service xxxx mxxx application, service xxxx mxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been reasonably well maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by any Borrower where other than off the failure shelf software generally available to possess any source and object codes or hold any license agreement from the software owner to use Person, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of of, or is licensed to use, all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds being listed on Schedule 5.9 hereto. Borrowers shall be required to update Schedule 5.9 on a license agreement from the software owner quarterly basis in conjunction with each Compliance Certificate provided to use such software, including all source and object codes related theretoAgent pursuant to Section 9.8 hereunder.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, trade names, trade name applications, domain names, domain name applications, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses (except for ‘shrink wrap’ licenses in respect of mass-marketed software licenses generally commercially available) owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except business; to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effect; best of Borrowers’ knowledge, there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradenamerights, trade secret name, trade name application, trade secret, domain name, domain name applications or licenselicense (except for ‘shrink wrap’ licenses in respect of mass-marketed software licenses generally commercially available) and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each to the best of Borrowers’ knowledge, each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, trade name, trade name application, domain name, domain name application, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by Borrower where any Borrower, which is the failure to possess any source and object codes or hold any license agreement from the software owner to use property of such software could reasonably be expected to result in a Material Adverse EffectBorrower, such Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not thereof. To the extent reasonably be expected to result in a Material Adverse Effect. Each deemed necessary by Borrowers for the operation of their business, each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by any Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, authorities except to the extent that where the failure of any such intellectual property rights, either singly to register or in the aggregate, to be valid or registered could file would not reasonably be expected to result in have a Material Adverse Effect and together with all trade secrets owned or utilized by Borrower constitute Effect. Borrowers on a Consolidated Basis own all of the intellectual property rights which are reasonably necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effecttheir business; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereofthereof except where failure to preserve such items could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.9 heretoUpon the request of Agent, Borrowers will provide Agent with all reasonable information regarding such items, including, without limitation, registration and application numbers. With respect to all software specifically designed for and used by any Borrower where which would be useful to Agent in realizing upon or collecting the failure to possess any source and object codes or hold any license agreement from the software owner to use Collateral, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such material source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretoagreement.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applications, design rights rights, xxxdenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authoritiesauthorities if such registration or filing is required for the operation of Borrowers' business or to protect Borrowers' interest in such property, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except business; to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effect; best of Borrowers' knowledge there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design right, copyrightcxxxxight, copyright copyxxxxt application and copyright copyxxxxt license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretolisted on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except which are necessary or desirable for licenses the conduct of commercially available software) and tradenames owned or held by Borrower Borrower's business are set forth on Schedule 5.95.9 (as from time to time supplemented by Borrower), are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect authorities and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary or desirable for the operation conduct of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto (as in effect on the Closing Date). Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmxxx, service xxxx mxxx application, service xxxx mxxx license, design right, copyright, copyright application and copyright license owned or held by Borrower which are necessary or desirable for the conduct of Borrower's business and all trade secrets used by Borrower consist of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereofthereof to the extent necessary or desirable for the conduct of Borrower's business. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by Borrower where to the failure to possess any source and object codes extent necessary or hold any license agreement from desirable for the software owner to use such software could reasonably be expected to result in a Material Adverse Effectconduct of Borrower's business, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement being listed on Schedule 5.9 hereto (as from the software owner time to use such software, including all source and object codes related theretotime supplemented by Borrower).

Patents, Trademarks, Copyrights and Licenses. All material patents, patent applications, registered trademarks, trademark registration applications, registered service marks, service xxxx registration applications, registered copyrights, copyright registration applications, registered design rights rights, and assumed names which are registered with any state or federal agency and which are tradenames owned or utilized by Borrower (other than any license for mass market computer software and all other similar licenses (except for licenses of commercially available softwaremass marketed products) and tradenames owned or held by Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the material intellectual property rights which are necessary for the operation of its business except business. Except to the extent that the failure to so possess any such intellectual property rights same could not reasonably be expected to result in a Material Adverse Effect; , (a) there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or license. Each license and Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto, (b) each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by Borrower and all trade secrets used by Borrower consist of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effect. Each thereof, and (c) each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 heretofor any mass market computer software or other similar mass marketed products, with respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse EffectBorrower, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto. Borrower has no material Intellectual Property which has not been registered.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by any Borrower and all licenses (except for licenses or any of commercially available software) and tradenames owned or held by Borrower their respective Subsidiaries are set forth on Schedule 5.95.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6), are valid and where indicated on such schedule have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectrespective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower or any of their respective Subsidiaries and all trade secrets used by any Borrower or any of their respective Subsidiaries consist of original material or property developed by Borrower such Person or was lawfully acquired by Borrower such Person from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effector creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all material, custom and proprietary software owned or used by any Borrower where the failure to possess or any source and object codes or hold any license agreement from the software owner to use of their respective Subsidiaries, such software could reasonably be expected to result in a Material Adverse Effect, Borrower Person is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are are, to the best of Borrower’s knowledge, valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the material intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effect(other than mass marketed commercially available software); there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or licenselicense and neither any Borrower nor any Guarantor is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmxxx, service xxxx mxxx application, service xxxx mxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower or any Guarantor and all trade secrets used by any Borrower or any Guarantor consist of original material or property developed by such Borrower or such Guarantor or was lawfully acquired by such Borrower or such Guarantor from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by any Borrower where the failure to possess or any source and object codes Guarantor, such Borrower or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effect, Borrower Guarantor is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent -------------------------------------------- applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, trade names, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are valid valid, and to the extent indicated on Schedule ------------ -------- 5.9, have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies ---- and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradenametrade name, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto5.9, with respect to all ------------ software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related thereto.being listed on Schedule 5.9 hereto. ------------

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, industrial designs, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are valid and . Borrowers have been duly registered ownership or filed with all appropriate governmental authorities, if applicable, except rights to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect and together with all trade secrets owned or utilized by Borrower constitute use all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effect; there business. There is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or licenselicense which would reasonably be expected to be materially adverse to Borrowers and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto, as such schedule may be updated from time to time. Each Except as set forth in Schedule 5.9 hereto, each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effect. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related thereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applications, design rights rixxxx, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9SCHEDULE 5.9 hereto, are to the extent owned by Borrowers, valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect authorities and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in SCHEDULE 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design right, copyright, copyright application cxxxxight applxxxxion and copyright license lxxxxse owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or to such Borrower's knowledge, was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related thereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applications, design rights rigxxx, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9SCHEDULE 5.9 hereto, are to the extent owned by Borrowers, valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect authorities and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in SCHEDULE 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design right, copyright, copyright application coxxxxght applixxxxon and copyright license lixxxxe owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or to such Borrower's knowledge, was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related thereto.

Patents, Trademarks, Copyrights and Licenses. All United States patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, registered copyrights, copyright applications, design rights and tradenames, assumed names which are registered with any state or federal agency and which licenses that are owned or utilized by Borrower and all licenses (except are necessary for licenses the operation of commercially available software) and tradenames owned or held by Borrower its business are set forth on Schedule SCHEDULE 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect authorities and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design right, tradename, trade secret or licenselicense which, if determined adversely to Borrower, could reasonably be expected to have a Material Adverse Effect, and Borrower is not aware of any grounds for any challenge, except as set forth in SCHEDULE 5.9. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by Borrower and all trade secrets used by Borrower consist of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related thereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names licenses owned by or used in the respective business of any Borrower as currently conducted, which are registered with any state material to its condition (financial or federal agency and which are owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower otherwise), are set forth on Schedule 5.9, are valid and and, except for common law rights, have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business business; except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result as set forth in a Material Adverse Effect; Schedule 5.9 hereto, there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradenametradenames, trade secret or licenselicense and no claims are pending, or to the best of each Borrower’s knowledge following diligent inquiry, threatened that any Borrower is infringing or otherwise adversely affecting the rights of any Person with respect to such rights. Each Except for such claims and infringements as do not, in the aggregate, give rise to any liability on the part of any Borrower which will, or is reasonably likely to, result in a Material Adverse Effect, each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmxxx, service xxxx mxxx application, service xxxx mxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effect. Each thereof; each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, ; with respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a valid license or source code escrow agreement, and each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretois listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect authorities and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its each Borrower's business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectas it is presently conducted; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and, to each Borrower's knowledge, there are not any grounds for any challenge, except as set forth in Schedule 5.9 hereto or as would not reasonably be expected to result in a Material Adverse Effect. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by any Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use such software unavailability of which could reasonably be expected to result in a Material Adverse Effect, such Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All Except for immaterial items of Intellectual Property, all active registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx mxxx applications, copyrights, copyright applications, design rights and assumed names which are registered with any state or federal agency and which are rights, trade names, owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.95.9 (as of the Restatement Date and as such schedule is updated from time to time upon request by Agent), are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effect; there business. There is no objection to or pending challenge to the validity of any such registered patent, trademark, copyright, design right, tradenamerights, trade secret or licensename and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto that is reasonably likely to have a Material Adverse Effect. Each Except for immaterial items of Intellectual Property, each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmxxx, service xxxx mxxx application, service xxxx mxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure thereof. Borrowers have used commercially reasonable efforts to do so could not reasonably be expected to result in a Material Adverse Effect. Each maintain each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereofused in their business. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds being listed on Schedule 5.9 hereto, except where the failure to have such possession would not reasonably be expected to have a license agreement from the software owner to use such software, including all source and object codes related theretoMaterial Adverse Effect.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by any Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower their respective Subsidiaries are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or license, and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless thereof. Except as otherwise set forth in Schedule 5.9 and except where the failure to do so could have such codes or escrow agreement would not reasonably be expected likely to result in have a Material Adverse Effect. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9.

Patents, Trademarks, Copyrights and Licenses. All The Obligors own or have the right to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, trade names, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights Obligor which are necessary for the operation of its business except to the extent and where the failure to do so possess any such intellectual property rights could not reasonably be expected to result in have a Material Adverse Effect; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design right, tradenametrade name, trade secret or licenselicense and no Obligor is aware of any grounds for any challenge where such objection or challenge could reasonably be expected to have a Material Adverse Effect. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by Borrower any Obligor and all trade secrets used by Borrower any Obligor consist of original material or property developed by Borrower such Obligor or was lawfully acquired or licensed by Borrower from such Obligor, except where the proper and lawful owner thereof unless failure to do so or to have done so could not reasonably be expected to result in have a Material Adverse Effect. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except Attached hereto as set forth on Schedule 5.9 heretois a complete list of all Intellectual Property owned by Obligor or in which any Obligor has rights. Each Obligor shall execute and deliver to the Agent a security agreement, in form and substance satisfactory to the Agent, with respect to all software used Intellectual Property owned by Borrower where the failure to possess any source Obligors on this date and object codes or hold any license agreement from in the software owner to use such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related future upon obtaining rights with respect thereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, trade names, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by the Borrower and all licenses (except for licenses or any Subsidiary as of commercially available software) and tradenames owned or held by Borrower the Effective Date are set forth on Schedule 5.95.11, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design right, tradenametrade name, trade secret or licenselicense and the Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.11. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by the Borrower and each Subsidiary and all trade secrets used by the Borrower and each Subsidiary consist of original material or property developed by the Borrower or such Subsidiary or which was lawfully acquired by the Borrower or such Subsidiary from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been been, or will be, maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all proprietary software developed and used by the Borrower where or any Subsidiary, the failure to possess any source and object codes Borrower or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effect, Borrower Subsidiary is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretoagreement.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by such Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect authorities and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design right, tradename, trade secret or licenselicense and such Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by such Borrower and all trade secrets used owned by such Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse EffectBorrower, such Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9 hereto. BLU-69367_7/ZRM1343/PNC008-129635 012000/11:12 46 Notwithstanding anything contained herein to the contrary, no Borrower makes any representation or warranty as to (A) whether any patent, patent application, trademark, trademark application, service xxxx, service xxxx application, copyright, copyright application, design right, trade name, assumed name, trade secret, license or other intellectual property (all of the foregoing, collectively, "Intellectual Property") not owned by such Borrower is valid or has been duly registered or filed, (B) whether there is currently pending or threatened any objection or challenge to any Intellectual Property not owned by such Borrower or (C) whether such Borrower has (under any escrow agreement or holds a license agreement from otherwise) any source or object code related to any word-processing, accounting, inventory or other software that is marketed generally to the software owner to use public or that otherwise has not been created expressly or exclusively for such software, including all source and object codes related theretoBorrower.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, trade names, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property Intellectual Property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradenametrade name, trade secret or licenselicense and Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by Borrower and all trade secrets used by Borrower consist of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all material software (excluding any commercial “off-the-shelf” software available to businesses at a market price) used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effectits business, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretoeach such license being listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applications, design rights rights, xxxdenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule SCHEDULE 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect authorities and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in SCHEDULE 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design right, copyrightcxxxxight, copyright copyxxxxt application and copyright copyxxxxt license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items currently used in the business has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software (excluding generally available "shrink-wrapped" software) used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on SCHEDULE 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright and copyright applications, and all material design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure authorities or are valid by reason of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect common law rights and together with all trade secrets owned or utilized by Borrower constitute all of the material intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no material objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all material software used by any Borrower, such Borrower where the failure to possess any source and object codes or hold any possesses a license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effect, Borrower or is in possession of all such source and object codes related to each such piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.95.9 (as updated in connection with the delivery of the financial statements set forth in Section 9.8), are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design rightrights, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge thereto, except as set forth in Schedule 5.9 hereto. Each material patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such material items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 heretoAs of the Closing Date, with respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All material patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, trade names, trade name applications, domain names, domain name applications, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses (except for ‘shrink wrap’ licenses in respect of mass-marketed software licenses generally commercially available) owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the material operation of its business except business; to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effect; best of Borrowers’ knowledge, there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradenamerights, trade secret name, trade name application, trade secret, domain name, domain name applications or licenselicense (except for ‘shrink wrap’ licenses in respect of mass-marketed software licenses generally commercially available) and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each to the best of Borrowers’ knowledge, each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, trade name, trade name application, domain name, domain name application, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effector agent thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by Borrower where any Borrower, which is the failure to possess any source and object codes or hold any license agreement from the software owner to use property of such software could reasonably be expected to result in a Material Adverse EffectBorrower, such Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mxxx applications, copyrights, copyright applications, design rights tradenames, assumed names, and assumed names which are registered with any state or federal agency and which are licenses (excluding licenses for retail software) owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower are set forth on Schedule 5.95.9(a), and are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except Governmental Bodies. Borrower owns or has the right to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect and together with all trade secrets owned or utilized by Borrower constitute use all of the intellectual property rights which are necessary for the operation of its business business; except as set forth on Schedule 5.9(b), there are no legal proceedings to the extent the failure to so possess which any such intellectual property rights could not reasonably be expected to result in Borrower is a Material Adverse Effect; there is no defendant which assert an objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or license, and Borrower has no knowledge of any grounds for any challenge, except as set forth in Schedule 5.9(b) hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmxxx, service xxxx mxxx application, service xxxx mxxx license, design rightrights, copyright, copyright application and copyright license owned or held by Borrower and all trade secrets used by Borrower consist of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software used owned and developed by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse EffectBorrower, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9(a) hereto.

Patents, Trademarks, Copyrights and Licenses. All registered patents, -------------------------------------------- patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered ------------ or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect authorities and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each Borrower possesses all intellectual property ------------ rights necessary for the operation of its business. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, copyright, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items that is used in the Ordinary Course of Business of a Borrower has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except With respect to all software used by any Borrower, such Borrower owns such software and is not the licensee of any such software that is material to such Borrower's business operations pursuant to any license agreement except as set forth on Schedule 5.9 hereto, with . With respect to all software ------------ computer hardware used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession the owner of all such source computer equipment free and object codes related clear of any Lien (other than a Lien in favor of Agent) that is material to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related thereto.Borrower's business operations except as provided on Schedule 5.9 hereto. ------------

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applicationsand copyright applications xxx all material design rights, design rights tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, 5.9 are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure authorities or are valid by reason of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect common law rights and together with all trade secrets owned or utilized by Borrower constitute all of the material intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no material objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design right, copyrightxxxxright, copyright copxxxxht application and copyright copxxxxht license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all material software used by any Borrower, such Borrower where the failure to possess any source and object codes or hold any possesses a license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effect, Borrower or is in possession of all such source and object codes related to each such piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright and copyright applications, xxd all material design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule SCHEDULE 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure authorities or are valid by reason of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect common law rights and together with all trade secrets owned or utilized by Borrower constitute all of the material intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no material objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in SCHEDULE 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design right, copyrightxxxyright, copyright coxxxxght application and copyright coxxxxght license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all material software used by any Borrower, such Borrower where the failure to possess any source and object codes or hold any possesses a license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effect, Borrower or is in possession of all such source and object codes related to each such piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on SCHEDULE 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with licenses owned by any state or federal agency and which are owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower are set forth on Schedule SCHEDULE 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect authorities and together with all trade secrets owned or utilized by Borrower constitute all of the material intellectual property rights which are necessary for the operation of its business except business; to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effect; each Borrower's knowledge, there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in SCHEDULE 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, xxrvice mark xxxlication, service xxxx application, service xxxx licensemark xxxense, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist consists of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretoagreement.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applicationsmark xxxlications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower Borrowers are set forth on Schedule SCHEDULE 5.9, are are, to the extent owned by Borrowers, valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect authorities and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in SCHEDULE 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, xxrvice mark xxxlication, service xxxx application, service xxxx license, design rightmark xxxense, copyright, copyright application and copyright license owned or held by Borrower Borrowers and all trade secrets used by Borrower Borrowers consist of original material or property developed by Borrower Borrowers or to the Borrowers' knowledge was lawfully acquired by Borrower Borrowers from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related thereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, registered trademarks, trademark applications, registered service marks, service xxxx applications, registered copyrights, registered copyright applications, design rights patents and applications thereto, tradenames and assumed names which are registered names, filed with any state or federal agency Governmental Body and which are licenses owned or utilized by Borrower and all licenses (except reasonably necessary for licenses the operation of commercially available software) and tradenames owned or held by Borrower are set forth on Schedule 5.9, to the knowledge of Borrower, after due inquiry, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no known objection to or pending challenge to the validity of any such patent, registered trademark, registered copyright, design rightrights, tradenameregistered tradename or license and Borrower is not aware of any grounds for any challenge, trade secret or licenseexcept as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by Borrower and all trade secrets used by Borrower consist of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with respect to all Other than software used by Borrower where the failure to possess any source that is commercially available and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effectnot customized for Borrower, Borrower is either in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, with respect to all software used by Borrower that is material in the operation of its business. Each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent -------------------------------------------- applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are valid valid, and to the extent indicated on Schedule ------------ -------- 5.9, have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect --- authorities and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for used in the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on in Schedule 5.9 hereto5.9, with ------------ respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related thereto.being listed on Schedule 5.9 hereto. ------------

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or licenselicense and Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by Borrower and all trade secrets used by Borrower consist of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except With respect to all software used by Borrower, Borrower does not have possession of any source codes related to each piece of software and is not the beneficiary of a source code escrow agreement, as set forth on Schedule 5.9 hereto. In the event that Borrower registers any patent, with respect to all software used by Borrower where the failure to possess trademark, copyright, design rights, tradename, trade secret or license or acquires any source and object codes registered patent, trademark, copyright, design rights, tradename, trade secret or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effectlicense, Borrower is shall provide Agent with prompt written notice thereof and execute and deliver to Agent any documents and take any additional actions necessary to provide Agent with a valid, enforceable, and first priority perfected security interest in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretoCollateral.

Patents, Trademarks, Copyrights and Licenses. All material patents, patent applications, trademarkstrademarks (other than common law trademark rights), trademark applications, service marks, service xxxx mxxx applications, copyrights, copyright applications, design rights tradenames and assumed names which are registered with any state or federal agency and which are owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are are, except to the extent not material to the conduct of the business of the Borrowers, valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregateGovernmental Bodies and, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect and together with all trade secrets owned or utilized by Borrower Borrowers’ knowledge, constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess (other than any commercial “off-the-shelf” software license such as certain “shrink-wrap” licenses and any other intellectual property rights could not reasonably be expected licenses which are nonexclusive, terminable and available to result in businesses at a Material Adverse Effectmarket price); there is no objection to or pending challenge to the validity of any such patentintellectual property rights which are material to the conduct of the business of the Borrowers and no Borrower is aware of any grounds for any such challenge, trademark, copyright, design right, tradename, trade secret or licenseexcept as set forth in Schedule 5.9 hereto. Each material patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmxxx, service xxxx mxxx application, service xxxx mxxx license, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with respect except to all software used by Borrower where the failure extent not material to possess any source and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession conduct of all such source and object codes related to each piece the business of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretoBorrowers.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned any Loan Party or held by Borrower its respective Subsidiaries are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect authorities and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Loan Party or Subsidiary of such Loan Party is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by Borrower any Loan Party or its Subsidiaries and all trade secrets used by Borrower any Loan Party or its Subsidiaries consist of original material or property developed by Borrower such Loan Party or applicable Subsidiary or was lawfully acquired by Borrower such Loan Party or Subsidiary of such Loan Party from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by Borrower where any Loan Party or the failure to possess respective Subsidiaries of any source and object codes or hold any license agreement from the software owner to use Loan Party, such software could reasonably be expected to result in a Material Adverse Effect, Borrower Person is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from being listed on Schedule 5.9 hereto unless the software owner to use absence of such software, including all source and object codes related theretowould not result in a Material Adverse Effect.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by any Borrower and all licenses (except for licenses as of commercially available software) and tradenames owned or held by Borrower the Closing Date are set forth on Schedule 5.9, 5.9 and are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except business. Each Borrower owns or has the lawful right to use all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses necessary for the extent conduct of its business, without conflict with any rights of others. Except as set forth in Schedule 5.9 hereof, as of the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effect; Closing Date, there is no written objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge which could reasonably be expected to have a Material Adverse Effect. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower which is necessary for the conduct of its business and all trade secrets used by any Borrower which are necessary for the conduct of its business consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless thereof, except for the failure to do so develop or acquire which could not reasonably be expected to result in have a Material Adverse Effect. Each of such items owned by Borrower has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof, except where the failure to so maintain could not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds agreement, except where the failure to so possess which could not reasonably be expected to have a license agreement from the software owner to use such software, including all source and object codes related theretoMaterial Adverse Effect.

Patents, Trademarks, Copyrights and Licenses. All material patents, patent applications, registered trademarks, trademark registration applications, registered service marks, service xxxx registration applications, registered copyrights, copyright registration applications, registered design rights rights, and assumed names which are registered with any state or federal agency and which are tradenames owned or utilized by any Borrower (other than any license for mass market computer software and all other similar licenses (except for licenses of commercially available softwaremass marketed products) and tradenames owned or held by Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the material intellectual property rights which are necessary for the operation of its business except business. Except to the extent that the failure to so possess any such intellectual property rights same could not reasonably be expected to result in a Material Adverse Effect; , (a) there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or license. Each license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto, (b) each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effect. Each thereof, and (c) each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 heretofor any mass market computer software or other similar mass marketed products, with respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto. No Borrower has any material Intellectual Property which has not been registered.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower are is set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect authorities and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or to Borrower's knowledge pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by Borrower and all trade secrets used by Borrower consist consists of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with respect to all software used by Borrower thereof except where the such failure to possess any source and object codes or hold any license agreement from the software owner to use such software maintain could not reasonably be expected to result in have a Material Adverse EffectEffect on Borrower. With respect to all proprietary software used by Borrower, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by any Borrower and all licenses (except for licenses or any of commercially available software) and tradenames owned or held by Borrower their respective Subsidiaries are set forth on Schedule 5.95.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6), are valid and where indicated on such schedule have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectrespective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower or any of their respective Subsidiaries and all trade secrets used by any Borrower or any of their respective Subsidiaries consist of original material or property developed by Borrower such Person or was lawfully acquired by Borrower such Person from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effector creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all material, custom and proprietary software owned or used by any Borrower where the failure to possess or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or hold is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9. To each Borrower’s knowledge after reasonable inquiry, (a) such Borrower has never infringed or misappropriated and is not currently infringing or misappropriating any license agreement from Intellectual Property rights of any Person, and (b) no product manufactured, used, distributed, licensed, or sold by or service provided by such Borrower has ever infringed or misappropriated or is currently infringing or misappropriating any Intellectual Property rights of any Person, in each case, except where such infringement either individually or in the software owner to use such software aggregate could not reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related thereto.

Patents, Trademarks, Copyrights and Licenses. All ll patents, patent applications, registered trademarks, trademark applications, registered service marks, service xxxx applications, registered copyrights, copyright applications, owned by Borrower, and all material design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower are set forth on Schedule 5.9, to the best of Borrower’s knowledge, after diligent inquiry, are valid and and, in the case of those so registered, have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by Borrower and all trade secrets used by Borrower, in each case to the extent Borrower consist has (or reasonably believes it has) exclusive or protected rights therein, consists of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effect. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof, except for those failures to maintain which would not reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 5.9 hereto, with With respect to all software used that is material to the operation by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse Effectof its business, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applications, design rights rigxxx, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect authorities and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectbusiness; there is no valid objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and Borrower is not aware of any valid grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design rightxxxxt, copyrightcopyrxxxx, copyright application and xxd copyright license owned or held by Borrower and all trade secrets used by Borrower consist of original material or property developed by Borrower or was lawfully acquired by Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof, except where failure to do so could not reasonably be expected to have a Material Adverse Effect on Borrower or such Collateral. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use such software could reasonably be expected to result in a Material Adverse EffectBorrower, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names licenses owned by or used in the respective business of any Borrower as currently conducted, which are registered with any state material to its condition (financial or federal agency and which are owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower otherwise), are set forth on Schedule 5.9, are valid and and, except for common law rights, have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business business; except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result as set forth in a Material Adverse Effect; Schedule 5.9 hereto, there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradenametradenames, trade secret or licenselicense and no claims are pending, or to the best of each Borrower’s knowledge following diligent inquiry, threatened that any Borrower is infringing or otherwise adversely affecting the rights of any Person with respect to such rights. Each Except for such claims and infringements as do not, in the aggregate, give rise to any liability on the part of any Borrower which will, or is reasonably likely to, result in a Material Adverse Effect, each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effect. Each thereof; each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, ; with respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a valid license or source code escrow agreement, and each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretois listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by any Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Governmental Bodies and together with all trade secrets owned or utilized by Borrower constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess business; no Borrower has received any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effect; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradename, trade secret or licenselicense that could reasonably be expected to have a Material Adverse Effect and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by any Borrower where the failure (excluding any software that was acquired pursuant to possess a “shrinkwrap” license or any source and object codes or hold any license agreement from the other software owner to use that generally commercially available (such software could reasonably be expected to result in a Material Adverse Effectas Window operating systems, Microsoft Office, Adobe Acrobat, etc.), such Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All Schedule 5.9 sets forth all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses (other than commercially available licenses) owned or utilized by any Borrower and all licenses (except for licenses of commercially available software) and tradenames owned which any filing or held registration has been made by any Borrower are set forth on Schedule 5.9, with a federal or state governmental authority. All such filings or registrations are valid and have been duly registered or filed filed, to the extent required, with all appropriate governmental authorities, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect and together with all trade secrets owned or utilized by . Each Borrower constitute has all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effectas presently conducted; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design right, tradename, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design right, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure to do so could not reasonably be expected to result in a Material Adverse Effectthereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with With respect to all software used by any Borrower where (other than commercially available off the failure to possess any source and object codes or hold any license agreement from the software owner to use shelf software), such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretobeing listed on Schedule 5.

Patents, Trademarks, Copyrights and Licenses. (a) All patentspatents and patent applications owned or utilized by any Borrower are valid and have been duly registered or filed with all appropriate Governmental Bodies and are, patent applicationsas of the Closing Date, set forth on Schedule 5.9(a) hereto. (b) All trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights rights, tradenames, assumed names, trade secrets and assumed names which are registered with any state or federal agency and which are licenses owned or utilized by any Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or held by Borrower are set forth on Schedule 5.9, are valid and have been duly registered or filed with all appropriate governmental authoritiesGovernmental Bodies. (c) Subject to Borrowers’ rights under Section 6.2, if applicable, except to the extent that the failure of any such intellectual property rights, either singly or rights described in the aggregate, to be valid or registered could not reasonably be expected to result in a Material Adverse Effect Sections 5.9 (a) and together with all trade secrets owned or utilized by Borrower (b) constitute all of the intellectual property rights which are necessary for the operation of its business except to the extent the failure to so possess any such intellectual property rights could not reasonably be expected to result in a Material Adverse Effect; Borrower’s business, and there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightrights, tradenametrade name, trade secret or licenselicense and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.8(b) hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightrights, copyright, copyright application and copyright license owned or held by any Borrower and all trade secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and lawful owner thereof unless failure thereof. Subject to do so could not reasonably be expected to result in a Material Adverse Effect. Each Borrowers’ rights under Section 6.2, each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. Except as set forth on Schedule 5.9 hereto, with . (d) With respect to all software used by Borrower where the failure to possess any source and object codes or hold any license agreement from the software owner to use Borrower, such software could reasonably be expected to result in a Material Adverse Effect, Borrower is in possession of all such source and object codes related to each piece of such software or is the beneficiary of a source code escrow agreement or holds a license agreement from the software owner to use such software, including all source and object codes related theretoagreement.