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, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (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 Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, 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 rights, 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 such Person or was lawfully acquired by such Person from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect.

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, tradenames, assumed trade names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as of the Closing Date and as such schedule is updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6upon request by Agent), are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there . There is no objection to or pending challenge to the validity of any such registered patent, trademark, copyright, design rights, tradename, trade secret or license name and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 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 rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each Borrowers have used commercially reasonable efforts to 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. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower is in possession of all source and object codes related to each piece of software or 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 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 case5.9 hereto, except where the failure to have such infringement either individually or in the aggregate could possession would not reasonably be expected to result in have 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, tradenamestrade names, assumed names, trade secrets and licenses owned or utilized by any Borrower Loan Party or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers such schedule may from time to time pursuant to be updated by Administrative Loan Party providing written correspondence delivered notice to Agent in accordance with Section 16.6of any newly acquired Intellectual Property rights, so long as Loan Parties have taken (or caused to be taken) all steps required by Agent to perfect Agent’s Lien therein), are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies Body and constitute all of the intellectual property Intellectual Property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design rightsright, tradenametrade name, trade secret or license and no Borrower Loan Party nor any Subsidiary of any Loan Party 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 rights, copyright, copyright application and copyright license owned or held by any Borrower Loan Party or any of their respective Subsidiaries such Subsidiary and all trade secrets used by any Borrower Loan Party or any of their respective Subsidiaries such Subsidiary consist of original material or property developed by such Person Loan Party or such Subsidiary or was lawfully acquired by such Person Loan Party or such Subsidiary from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective SubsidiariesLoan Party, such Person Loan Party is in possession of all source and object codes related to each piece of software or 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, 5.9 (a) as such Borrower has never infringed or misappropriated and is not currently infringing or misappropriating schedule may from time to time be updated by Administrative Loan Party providing written notice to Agent of any newly acquired Intellectual Property rights of any Personrights, and so long as Loan Parties have taken (bor caused to be taken) no product manufactured, used, distributed, licensed, or sold all steps required 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 aggregate could not reasonably be expected to result in a Material Adverse EffectAgent 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, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and constitute all of the intellectual property rights which are necessary for the operation of its respective business, except for those as to which the failure to own or license could not be reasonably expected to 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 rightsright, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightsright, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any (except for non-material licenses of their respective Subsidiaries software that are available to the general public such as MicroSoft Windows) are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightsright, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, patent licenses, trademarks, trademark applications, trademark licenses, service marks, service xxxx applications, service xxxx licenses, copyrights, copyright applications, design rightscopyright licenses, tradenames, assumed names, trade secrets and licenses owned or utilized by any each Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.65.9(a), are valid and where indicated on such schedule have been been, to the best of Borrowers' knowledge, duly registered or filed with all appropriate Governmental Bodies the governmental authorities set forth on Schedule 5.9(a) and constitute all of the intellectual property rights which are useful or necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such material patent, trademark, service xxxx, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9(b). Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, copyright, copyright application and copyright license owned or held by any each Borrower or any of their respective Subsidiaries and all trade secrets used by any each Borrower or any of their respective Subsidiaries consist consists of original material or property developed by such Person Borrowers or was lawfully acquired by such Person Borrowers from the proper and lawful owner or creator thereof. Each of such items has been which are necessary for the operation of the businesses of Borrowers and Guarantors is being maintained so as to preserve the value thereof from the date of creation or acquisition thereof, subject only to Permitted Encumbrances. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective SubsidiariesBorrowers, such Person is Borrowers are in possession of all the source and object codes related to each piece of software or is are 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, (a5.9(c) such Borrower has never infringed or misappropriated and is not currently infringing or misappropriating any 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 aggregate could not reasonably be expected to result in a Material Adverse Effect.

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, tradenamestrade names, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (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 Bodies and constitute all of the intellectual property rights Obligor which are necessary for the operation of its respective businessbusiness and where the failure to do so could reasonably be expected to have a Material Adverse Effect; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design rightsright, tradenametrade name, trade secret or license and no Borrower Obligor is aware of any grounds for any challenge, except as set forth in Schedule 5.9challenge 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 rights, copyright, copyright application and copyright license owned or held by any Borrower or any of their respective Subsidiaries Obligor and all trade secrets used by any Borrower or any of their respective Subsidiaries Obligor consist of original material or property developed by such Person Obligor or was lawfully acquired or licensed by such Person from Obligor, except where the proper and lawful owner failure to do so or creator thereofto have done so could not reasonably be expected to 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. With Attached hereto as Schedule 5.9 is 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 material, custom and proprietary software owned or used by any Borrower or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or 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 Intellectual Property rights of any Person, owned by the Obligors on this date 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 aggregate could not reasonably be expected to result in a Material Adverse Effectfuture upon obtaining rights with respect thereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applications, design rights, tradenamesxxxdenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)SCHEDULE 5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9SCHEDULE 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 rightsright, copyrightcxxxxight, copyright copyxxxxt application and copyright copyxxxxt 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. 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. With respect to all material, custom and proprietary software owned or (excluding generally available "shrink-wrapped" software) used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse EffectSCHEDULE 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, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance connection with the delivery of the financial statements set forth in Section 16.69.8), are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challengechallenge thereto, except as set forth in Schedule 5.95.9 hereto. Each material patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such material items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With As of the Closing Date, with respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 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, tradenames, assumed trade names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as of the Restatement Date and as such schedule is updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6upon request by Agent), are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there . There is no objection to or pending challenge to the validity of any such registered patent, trademark, copyright, design rights, tradename, trade secret or license name and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 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 rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each Borrowers have used commercially reasonable efforts to 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. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower is in possession of all source and object codes related to each piece of software or 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 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 case5.9 hereto, except where the failure to have such infringement either individually or in the aggregate could possession would not reasonably be expected to result in have 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, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and constitute all of the intellectual property rights which are necessary for the operation of its respective businesseach Borrower's business as it is presently conducted; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is aware of and, to each Borrower's knowledge, there are not any grounds for any challenge, except as set forth in Schedule 5.95.9 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 rightsright, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any the unavailability of their respective Subsidiarieswhich could reasonably be expected to result in a Material Adverse Effect, such Person Borrower is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applications, design rightsrigxxx, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no valid objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is not aware of any valid grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design rightsxxxxt, copyrightcopyrxxxx, copyright application and xxd 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or 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 where failure to do so could not reasonably be expected to have a Material Adverse Effect on Borrower or such Collateral. With respect to all material, custom and proprietary software owned or used by any Borrower, Borrower or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 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, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)SCHEDULE 5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities or are valid by reason of common law rights and constitute all of the material intellectual property rights which are necessary for the operation of its respective business; there is no material objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9SCHEDULE 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 rightsright, copyrightxxxyright, copyright coxxxxght application and copyright coxxxxght 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary material software owned or used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse EffectSCHEDULE 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, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid valid, and where to the extent indicated on such schedule Schedule ------------ -------- 5.9, have been duly registered or filed with all appropriate Governmental Bodies governmental --- authorities and constitute all of the intellectual property rights which are necessary for used in the operation of its respective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightsright, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With Except as set forth in Schedule 5.9, with ------------ respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.95.9 hereto. To each Borrower’s knowledge after reasonable inquiry, (a) such Borrower has never infringed or misappropriated and is not currently infringing or misappropriating any 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 aggregate could not reasonably be expected to 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, tradenames, tradenames and assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid valid. Such rights, along with Borrowers’ trade secrets and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and rights under License Agreements constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license owned by any Borrower and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each The Intellectual Property rights under each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect thereof so long as such right continues to all material, custom and proprietary software owned or used by any Borrower or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or 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 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 be useful in the aggregate could not reasonably be expected to result in a Material Adverse Effectbusiness of Borrowers. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE IT IS NOT MATERIAL AND WOULD LIKELY CAUSE COMPETITIVE HARM TO THE COMPANY IF PUBLICLY DISCLOSED.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no Borrower has received any objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license 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 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower (excluding any software that was acquired pursuant to a “shrinkwrap” license or any of their respective Subsidiariesother software that generally commercially available (such as Window operating systems, Microsoft Office, Adobe Acrobat, etc.), such Person Borrower is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 hereto.

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, tradenames and assumed names, trade secrets and licenses names owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time 5.9, are, except to time pursuant the extent not material to written correspondence delivered to Agent in accordance with Section 16.6)the conduct of the business of the Borrowers, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and and, to Borrowers’ knowledge, constitute all of the intellectual property rights which are necessary for the operation of its respective businessbusiness (other than any commercial “off-the-shelf” software license such as certain “shrink-wrap” licenses and any other intellectual property licenses which are nonexclusive, terminable and available to businesses at a market price); there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license intellectual 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, except as set forth in Schedule 5.95.9 hereto. Each material patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmxxx, service xxxx mxxx application, service xxxx mxxx license, design rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or 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 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 to the aggregate could extent not reasonably be expected material to result in a Material Adverse Effectthe conduct of the business of the Borrowers.

Patents, Trademarks, Copyrights and Licenses. All material patents, patent applications, trademarks, trademark applications, service marks, service xxxx mxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies except as otherwise set forth in Schedule 5.9(a) and constitute all of the intellectual property rights which are necessary for the operation of its respective business; to the best of Borrower’s knowledge, there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license 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 5.95.9 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 rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been reasonably well maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or other than off the shelf software generally available to any of their respective SubsidiariesPerson, such Person Borrower is in possession of of, or is licensed to use, all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.95.9 hereto. To Borrowers shall be required to update Schedule 5.9 on a quarterly basis in conjunction with each Borrower’s knowledge after reasonable inquiry, (a) such Borrower has never infringed or misappropriated and is not currently infringing or misappropriating any Intellectual Property rights of any Person, and (b) no product manufactured, used, distributed, licensed, or sold by or service Compliance Certificate 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 aggregate could not reasonably be expected to result in a Material Adverse EffectAgent pursuant to Section 9.8 hereunder.

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, industrial designs, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by 5.9. Borrowers from time have ownership or rights 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 Bodies and constitute use all of the intellectual property rights which are necessary for the operation of its respective business; there . There is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license 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 5.95.9 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 rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect.

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, trade secrets and licenses owned or utilized by any Borrower which are necessary or any desirable for the conduct of their respective Subsidiaries Borrower's business are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6supplemented by Borrower), are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and constitute all of the intellectual property rights which are necessary or desirable for the operation conduct of its respective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 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 rightsright, copyright, copyright application and copyright license owned or held by any Borrower which are necessary or any desirable for the conduct of their respective Subsidiaries Borrower's business and all trade secrets used by any Borrower or any of their respective Subsidiaries consist of original material or property developed by such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. 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. With respect to all material, custom and proprietary software owned or used by any Borrower to the extent necessary or any desirable for the conduct of their respective SubsidiariesBorrower's business, such Person Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.9. To each 5.9 hereto (as from time to time supplemented by Borrower’s knowledge after reasonable inquiry, (a) such Borrower has never infringed or misappropriated and is not currently infringing or misappropriating any 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 aggregate could not reasonably be expected to 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, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (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 Bodies and constitute governmental authorities except where the failure to register or file would not have a Material Adverse Effect. Borrowers on a Consolidated Basis own all of the intellectual property rights which are reasonably necessary for the operation of its respective their business; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightsright, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. 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. Upon 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 material, custom software specifically designed for and proprietary software owned or used by any Borrower which would be useful to Agent in realizing upon or any of their respective Subsidiariescollecting the Collateral, such Person Borrower is in possession of all material source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applications, design rights, tradenamesxxxdenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities if such registration or filing is required for the operation of Borrowers' business or to protect Borrowers' interest in such property, and constitute all of the intellectual property rights which are necessary for the operation of its respective business; to the best of Borrowers' knowledge there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design rightsright, copyrightcxxxxight, copyright copyxxxxt application and copyright copyxxxxt 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each To the extent reasonably 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. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All To the best of each Borrower's knowledge and belief, after due inquiry, all patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenamestrade names, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.8, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design rightsright, tradenametrade name, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.95.8. Each To the best of each Borrower's knowledge and belief, each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, 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 such Person Borrower or which was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. 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. With respect to all material, custom and proprietary software owned or developed and used by any Borrower or any Borrower, to the best of their respective Subsidiarieseach Borrower's knowledge and belief, such Person Borrower is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to 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, tradenamestrade names, trade name applications, domain names, domain name applications, assumed names, trade secrets and licenses (except for ‘shrink wrap’ licenses in respect of mass-marketed software licenses generally commercially available) owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; to the best of Borrowers’ knowledge, there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradenametrade name, trade secret name application, trade secret, domain name, domain name applications or license (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 5.95.9 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 rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any Borrower, which is the property of their respective Subsidiariessuch Borrower, such Person Borrower is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 hereto.

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, tradenames, assumed names, trade secrets and licenses registered tradenames owned or utilized by Borrower (other than any Borrower or any of their respective Subsidiaries license for mass market computer software and other similar licenses for mass marketed products) are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the material intellectual property rights which are necessary for the operation of its respective business; . Except to the extent that the 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 rights, tradename, trade secret or license and no Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.9. Each 5.9 hereto, (b) each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each , and (c) each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With Except for any mass market computer software or other similar mass marketed products, with respect to all material, custom and proprietary software owned or used by any Borrower, Borrower or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.95.9 hereto. To each Borrower’s knowledge after reasonable inquiry, (a) such Borrower has never infringed or misappropriated and is not currently infringing or misappropriating any no material Intellectual Property rights of any Person, and (b) no product manufactured, used, distributed, licensed, or sold by or service provided by such Borrower which 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 aggregate could not reasonably be expected to result in a Material Adverse Effectbeen registered.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenamestrade names, assumed names, trade secrets and licenses owned or utilized by any the Borrower or any Subsidiary as of their respective Subsidiaries the Effective Date are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.11, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design rightsright, tradenametrade name, trade secret or license and no the Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.95.11. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, copyright, copyright application and copyright license owned or held by any the Borrower or any of their respective Subsidiaries and each Subsidiary and all trade secrets used by any the Borrower or any of their respective Subsidiaries and each Subsidiary consist of original material or property developed by the Borrower or such Person Subsidiary or which was lawfully acquired by the Borrower or such Person Subsidiary from the proper and lawful owner or creator thereof. 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. With respect to all material, custom and proprietary software owned or developed and used by any the Borrower or any of their respective SubsidiariesSubsidiary, the Borrower or such Person Subsidiary is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect.

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, tradenames, assumed names, trade secrets names and licenses that are owned or utilized by any Borrower or any and are necessary for the operation of their respective Subsidiaries its business are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)SCHEDULE 5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design rightsright, tradename, trade secret or license which, if determined adversely to Borrower, could reasonably be expected to have a Material Adverse Effect, and no Borrower is not aware of any grounds for any challenge, except as set forth in Schedule SCHEDULE 5.9. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect.

Patents, Trademarks, Copyrights and Licenses. All material patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenamestrade names, trade name applications, domain names, domain name applications, assumed names, trade secrets and licenses (except for ‘shrink wrap’ licenses in respect of mass-marketed software licenses generally commercially available) owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the material operation of its respective business; to the best of Borrowers’ knowledge, there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradenametrade name, trade secret name application, trade secret, domain name, domain name applications or license (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 5.95.9 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 rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator agent thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any Borrower, which is the property of their respective Subsidiariessuch Borrower, such Person Borrower is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 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, trade secrets and licenses (excluding licenses for retail software) owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.65.9(a), and are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute Bodies. Borrower owns or has the right to use all of the intellectual property rights which are necessary for the operation of its respective business; except as set forth on Schedule 5.9(b), there are no legal proceedings to which any Borrower is no a defendant which assert an objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license license, and Borrower has no Borrower is aware knowledge of any grounds for any challenge, except as set forth in Schedule 5.95.9(b) hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmxxx, service xxxx mxxx application, service xxxx mxxx license, design rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used and developed by any Borrower, Borrower or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or 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, (a5.9(a) such Borrower has never infringed or misappropriated and is not currently infringing or misappropriating any 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 aggregate could not reasonably be expected to result in a Material Adverse Effecthereto.

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, tradenames, assumed names, trade secrets and licenses registered tradenames owned or utilized by any Borrower or (other than any of their respective Subsidiaries license for mass market computer software and other similar licenses for mass marketed products) are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the material intellectual property rights which are necessary for the operation of its respective business; . Except to the extent that the 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 rights, 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 5.9 hereto, (b) each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each , and (c) each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With Except for any mass market computer software or other similar mass marketed products, with respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.95.9 hereto. To each Borrower’s knowledge after reasonable inquiry, (a) such No Borrower has never infringed or misappropriated and is not currently infringing or misappropriating any material Intellectual Property rights of any Person, and (b) no product manufactured, used, distributed, licensed, or sold by or service provided by such Borrower which 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 aggregate could not reasonably be expected to result in a Material Adverse Effectbeen registered.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned by or utilized by used in the respective business of any Borrower as currently conducted, which are material to its condition (financial or any of their respective Subsidiaries otherwise), are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule and, except for common law rights, have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; except as set forth in Schedule 5.9 hereto, there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradenametradenames, trade secret or license and no claims are pending, or to the best of each Borrower’s knowledge following diligent inquiry, threatened that any Borrower is aware infringing or otherwise adversely affecting the rights of any grounds Person with respect to such rights. Except for such claims and infringements as do not, in the aggregate, give rise to any challengeliability on the part of any Borrower which will, except as set forth or is reasonably likely to, result in Schedule 5.9. Each a Material Adverse Effect, each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each ; each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With ; with respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a valid license or source code escrow agreement, and each such source code escrow agreement being is 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of and their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license 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 rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of Except as otherwise set forth in Schedule 5.9 and except where the failure to have such items has been maintained so as codes or escrow agreement would not be likely to preserve the value thereof from the date of creation or acquisition thereof. With have a Material Adverse Effect, with respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applications, design rightsrixxxx, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule SCHEDULE 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)hereto, are to the extent owned by Borrowers, valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9SCHEDULE 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 rights, copyright, copyright application cxxxxight applxxxxion and copyright license lxxxxse 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 such Person Borrower or to such Borrower's knowledge, was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to 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, tradenamestrade names, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid valid, and where to the extent indicated on such schedule Schedule ------------ -------- 5.9, have been duly registered or filed with all appropriate Governmental Bodies ---- and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradenametrade name, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With Except as set forth on Schedule 5.9, with respect to all material, custom and proprietary ------------ software owned or used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.95.9 hereto. To each Borrower’s knowledge after reasonable inquiry, (a) such Borrower has never infringed or misappropriated and is not currently infringing or misappropriating any 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 aggregate could not reasonably be expected to 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, tradenamestrade names, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property Intellectual Property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradenametrade name, trade secret or license and no Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary material software owned or (excluding any commercial “off-the-shelf” software available to businesses at a market price) used by any Borrower or any of their respective Subsidiariesin its business, such Person Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreementlicense to use such software, each such source code escrow agreement license 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 hereto.

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, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time 5.9, to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)the best of Borrower’s knowledge, after diligent inquiry, are valid and where indicated on such schedule and, in the case of those so registered, have been duly registered or filed with all appropriate Governmental Bodies governmental authorities, and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightsright, 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, in each case to the extent Borrower has (or any of their respective Subsidiaries consist reasonably believes it has) exclusive or protected rights therein, consists of original material or property developed by such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. thereof 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. With respect to all materialsoftware that is material to the operation by Borrower of its business, custom and proprietary software owned or used by any Borrower or any of their respective Subsidiaries, such Person is in possession of all 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. To each Borrower’s knowledge after reasonable inquiry, (a) such Borrower has never infringed or misappropriated and is not currently infringing or misappropriating any 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 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, tradenames, assumed names, trade secrets and licenses (other than commercially available licenses) owned or utilized by any Borrower for which any filing or registration has been made by any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance Borrower with Section 16.6), a federal or state governmental authority. All such filings or registrations are valid and where indicated on such schedule have been duly registered or filed filed, to the extent required, with all appropriate Governmental Bodies and constitute governmental authorities. Each Borrower has all of the intellectual property rights which are necessary for the operation of its respective businessbusiness as presently conducted; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightsright, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective Subsidiaries(other than commercially available off the shelf software), such Person Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed on Schedule 5.95.9 hereto. To each Borrower’s knowledge after reasonable inquiryAll licenses to any Borrower of patents, (a) trademarks, copyrights, designs, trade secrets and other intellectual property rights material to the Borrowers' businesses are assignable and the granting of Liens to the Agent does not cause a breach or default under any such Borrower has never infringed or misappropriated and is not currently infringing or misappropriating any 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 aggregate could not reasonably be expected to result in a Material Adverse Effectlicense.

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 rightspatents and applications thereto, tradenames, tradenames and assumed names, trade secrets filed with any Governmental Body and licenses owned or utilized by any Borrower or any and reasonably necessary for the operation of their respective Subsidiaries Borrower are set forth on Schedule 5.9 (as updated by Borrowers from time 5.9, to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)the knowledge of Borrower, after due inquiry, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no known objection to or pending challenge to the validity of any such patent, registered trademark, registered copyright, design rights, tradename, trade secret registered tradename or license and no Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all materialOther than software that is commercially available and not customized for Borrower, custom and proprietary software owned or used by any Borrower or any of their respective Subsidiaries, such Person is either in possession of all source and object codes related to each piece of software or is the beneficiary of a source code escrow agreement, each with respect to all software used by Borrower that is material in the operation of its business. 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower Loan Party or any of their its respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower Loan Party or Subsidiary of such Loan Party is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, copyright, copyright application and copyright license owned or held by any Borrower Loan Party or any of their respective its Subsidiaries and all trade secrets used by any Borrower Loan Party or any of their respective its Subsidiaries consist of original material or property developed by such Person Loan Party or applicable Subsidiary or was lawfully acquired by such Person Loan Party or Subsidiary of such Loan Party from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower Loan Party or the respective Subsidiaries of any of their respective SubsidiariesLoan Party, such Person is in possession of all source and object codes related to each piece of software or 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) 5.9 hereto unless the absence of such Borrower has never infringed or misappropriated source and is object codes would not currently infringing or misappropriating any 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 aggregate could not reasonably be expected to result in a Material Adverse Effect.

Patents, Trademarks, Copyrights and Licenses. All material patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applications, design rightsrigxxx, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries Loan Party are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid to the extent noted as such on Schedule 5.9 and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and 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 respective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower Loan Party is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each material patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design rightsright, copyrightxxxyright, copyright coxxxxght application and copyright xxxxright 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 Loan Party consists of original material or property developed by such Person Loan Party or was lawfully acquired by such Person Loan Party from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary customized software owned or used licensed by any Borrower or any Loan Party which is material to the conduct of their respective Subsidiariesits business, such Person Loan Party is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applications, design rightsrightx, tradenamesxradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)SCHEDULE 5.9, are valid and where indicated on such schedule (other than tradenames) have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9SCHEDULE 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 rights, copyrightxxpyright, copyright cxxxxight application and copyright cxxxxight 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective Subsidiaries(other than software licensed from Motorola), such Person Borrower is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse EffectSCHEDULE 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, trade secrets and licenses owned by or utilized by used in the respective business of any Borrower as currently conducted, which are material to its condition (financial or any of their respective Subsidiaries otherwise), are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule and, except for common law rights, have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; except as set forth in Schedule 5.9 hereto, there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradenametradenames, trade secret or license and no claims are pending, or to the best of each Borrower’s knowledge following diligent inquiry, threatened that any Borrower is aware infringing or otherwise adversely affecting the rights of any grounds Person with respect to such rights. Except for such claims and infringements as do not, in the aggregate, give rise to any challengeliability on the part of any Borrower which will, except as set forth or is reasonably likely to, result in Schedule 5.9. Each 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 rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each ; each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With ; with respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower is in possession of all source and object codes related to each piece of software or is the beneficiary of a valid license or source code escrow agreement, and each such source code escrow agreement being is 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All registered patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applications, and copyright applications xxx all material design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (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 Bodies governmental authorities or are valid by reason of common law rights and constitute all of the material intellectual property rights which are necessary for the operation of its respective business; there is no material objection to or pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxxmark, service xxxx mark application, service xxxx mark license, design rightsright, copyrightxxxxright, copyright copxxxxht application and copyright copxxxxht 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary material software owned or used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower possesses a license to use or is in possession of all source and object codes related to each such piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rights, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower, Borrower or any of their respective Subsidiaries, such Person is in does not have possession of all any source and object codes related to each piece of software or and is not the beneficiary of a source code escrow agreement, each such source code escrow agreement being listed as set forth on Schedule 5.95.9 hereto. To each Borrower’s knowledge after reasonable inquiryIn the event that Borrower registers any patent, (a) such trademark, copyright, design rights, tradename, trade secret or license or acquires any registered patent, trademark, copyright, design rights, tradename, trade secret or license, Borrower has never infringed or misappropriated shall provide Agent with prompt written notice thereof and is not currently infringing or misappropriating execute and deliver to Agent any Intellectual Property rights of documents and take any Personadditional actions necessary to provide Agent with a valid, enforceable, and (b) no product manufactured, used, distributed, licensed, or sold by or service provided by first priority perfected security interest in 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 aggregate could not reasonably be expected to result in a Material Adverse EffectCollateral.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx mark applications, copyrights, copyright applications, design rightsrigxxx, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are set forth on Schedule SCHEDULE 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)hereto, are to the extent owned by Borrowers, valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or pending challenge to the validity of any such material patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9SCHEDULE 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 rights, copyright, copyright application coxxxxght applixxxxon and copyright license lixxxxe 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 such Person Borrower or to such Borrower's knowledge, was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to 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, tradenames, rights and assumed names, trade secrets names which are registered with any state or federal agency and licenses which are owned or utilized by any Borrower and all licenses (except for licenses of commercially available software) and tradenames owned or any of their respective Subsidiaries held by Borrower are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies 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 respective businessbusiness 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 rightsright, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9license. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightsright, 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 such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereofthereof 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. With Except as set forth on Schedule 5.9 hereto, with respect to all material, custom and proprietary software owned or 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 or any of their respective Subsidiaries, such 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 agreementagreement or holds a license agreement from the software owner to use such software, each such including all 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effectobject 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, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any of their respective Subsidiaries are is set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6)5.9, are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies governmental authorities and constitute all of the intellectual property rights which are necessary for the operation of its respective business; there is no objection to or to Borrower's knowledge pending challenge to the validity of any such patent, trademark, copyright, design rightsright, tradename, trade secret or license and no Borrower is not aware of any grounds for any challenge, except as set forth in Schedule 5.95.9 hereto. Each patent, patent application, patent license, trademark, trademark application, trademark license, service xxxx, service xxxx application, service xxxx license, design rightsright, 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 consists of original material or property developed by such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner or creator thereof. Each of such items has been maintained so as to preserve the value thereof from the date of creation or acquisition thereofthereof except where such failure to maintain could not reasonably be expected to have a Material Adverse Effect on Borrower. With respect to all material, custom and proprietary software owned or used by any Borrower, Borrower or any of their respective Subsidiaries, such Person is in possession of all source and object codes related to each piece of software or 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 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 aggregate could not reasonably be expected to result in a Material Adverse Effect5.9 hereto.

Patents, Trademarks, Copyrights and Licenses. All patents, patent applications, trademarks, trademark applications, service marks, service xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower or any as of their respective Subsidiaries the Closing Date are set forth on Schedule 5.9 (as updated by Borrowers from time to time pursuant to written correspondence delivered to Agent in accordance with Section 16.6), and are valid and where indicated on such schedule have been duly registered or filed with all appropriate Governmental Bodies and constitute all of the intellectual property rights which are necessary for the operation of its respective 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 conduct of its business, without conflict with any rights of others. Except as set forth in Schedule 5.9 hereof, as of the Closing Date, there is no written objection to or pending challenge to the validity of any such patent, trademark, copyright, design rights, tradename, trade secret or license and no Borrower is aware of any grounds for any challenge, except as set forth in Schedule 5.9challenge 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 rights, copyright, copyright application and copyright license owned or held by any Borrower or any which is necessary for the conduct of their respective Subsidiaries its business and all trade secrets used by any Borrower or any which are necessary for the conduct of their respective Subsidiaries its business consist of original material or property developed by such Person Borrower or was lawfully acquired by such Person Borrower from the proper and lawful owner thereof, except for the failure to so develop or creator thereofacquire which could not reasonably be expected to 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. With respect to all material, custom and proprietary software owned or used by any Borrower or any of their respective SubsidiariesBorrower, such Person Borrower is in possession of all source and object codes related to each piece of software or 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 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 aggregate failure to so possess which could not reasonably be expected to result in have a Material Adverse Effect.