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

Patents, Trademarks, Copyrights and Licenses. Each Borrower owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade names, copyrights, licenses and other similar rights are listed on Schedule 8.1.14 hereto. No claim has been asserted to any Borrower which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers and except as set forth on Schedule 8.1.14 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s material Intellectual Property. Except as set forth on Schedule 8.1.14, each Borrower’s (i) material patents, trademarks, service marks and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a) permit, and do not restrict, the assignment by any Borrower to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s rights, title and interest pertaining to such license agreement or such similar arrangement and (b) would permit the continued use by such Borrower, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 11, will not result in the termination or impairment of any of such Borrower’s ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no Borrower is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowers, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, U.S. federally registered trademarks, U.S. federally registered service marks, U.S. federally registered trade names, U.S. federally registered copyrights, licenses material licenses, and other material similar rights owned by a Borrower or a Subsidiary of a Borrower as of the date hereof (and not abandoned) are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto, as updated from time to time by notice to Agent. No As of the date hereof, no claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers each Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s or any of its Subsidiaries material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s and each of its Subsidiaries’ (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) neither any Borrower nor any of its Subsidiaries has any material license agreements and similar arrangements relating to its Inventory (a) permit, and do not restrict, the assignment by any Borrower to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s rights, title and interest pertaining to such license agreement or such similar arrangement and (b) would permit the continued use by such Borrower, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangementagreements. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such any Borrower’s or any of its Subsidiaries ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no Borrower is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowers, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower ownsOptiCare and each of its Subsidiaries, possesses to its knowledge, owns or holds perpetual, irrevocable licenses or has the right to use under, all the patents, trademarkspatent applications, copyrights, service marks, trademarks and registrations and applications for registration thereof, and trade names, copyrightsknow-how, licenses trade secrets, formulae and other Intellectual Property intellectual property necessary for the present and planned future to continue to conduct of its business as heretofore conducted by it, as now being conducted by it and as contemplated to be conducted in the reasonably foreseeable future (collectively, the "Required Intellectual Property"), and free of any restrictions and without any known conflict conflicts with the rights of others. OptiCare or one of its Subsidiaries is the legal and beneficial owner of all right, except for such conflicts as could not reasonably be expected title and interest in and to have a Material Adverse Effect. All such patentsthe Required Intellectual Property, trademarkshaving good title thereto, service marks, trade names, copyrights, licenses free and other similar rights are listed on Schedule 8.1.14 hereto. No claim has been asserted to any Borrower which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights clear of any third party. To and all mortgages, liens, security interests and charges, and no other Person has or shall have any ownership interest with respect to the knowledge of the Borrowers and except as set forth on Schedule 8.1.14 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s material Required Intellectual Property. Except as set forth on Schedule 8.1.14To OptiCare's knowledge, each Borrower’s (i) material patentsOptiCare and each of its Subsidiaries conducts and has conducted their respective businesses without infringement or claim (whether or not resulting in litigation) of infringement or violation of, trademarksor conflict with, any license, patent, copyright, service marks and copyrights are registered with the U.S. Patent and Trademark Office xxxx, trademark, trade name, trade secret or in the U.S. Copyright Officeother intellectual property right of others, as applicable and (ii) neither the Required Intellectual Property nor the disclosing, copying, using or selling of the Required Intellectual Property, or of products or services embodying the Required Intellectual Property, violates, infringes or otherwise conflicts or interferes with any patent, copyright, service xxxx, trademark, trade name, trade secret or other intellectual property right of others. To OptiCare's knowledge, there is no material license agreements and similar arrangements relating to infringement by others of any license, patent, copyright, service xxxx, trademark, trade name, trade secret or other intellectual property right of OptiCare or any of its Inventory (a) permitSubsidiaries. Neither OptiCare nor any of its Subsidiaries has previously forfeited, assigned, transferred, conveyed or otherwise encumbered any right, title or interest in the Required Intellectual Property, and do not restrict, none of them has granted to any third party any license to use the assignment by any Borrower to Administrative AgentRequired Intellectual Property, or any other Person designated by Administrative Agent, of all of such Borrower’s rights, title and interest pertaining covenant not to such license agreement or such similar arrangement and (b) would permit the continued xxx for use by such Borrower, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 11, will not result in the termination or impairment of any of such Borrower’s ownership or rights relating to its Required Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no Borrower is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowers, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses licenses, and other similar rights as of the date hereof are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto, as updated from time to time by notice to Agent. No As of the date hereof, no claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers each Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s 's or any of its Subsidiaries material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s 's and each of its Subsidiaries (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable applicable, or similarly registered in Canada and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by any Borrower or any of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s 's or such Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by such BorrowerBorrower or such Subsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such any Borrower’s 's or any of its Subsidiaries ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowerseach Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each Restricted Subsidiary owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses licenses, and other similar rights are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim has been asserted to any Borrower or any Restricted Subsidiary which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers each Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s 's or any Restricted Subsidiary's material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s (i) 's and each Restricted Subsidiary's material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable applicable. In addition, except as set forth on Exhibit 7.1.16, each Borrower's and (ii) each Restricted Subsidiary's material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by any Borrower or any Restricted Subsidiary to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s 's or such Restricted Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by such BorrowerBorrower or such Restricted Subsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement, in each case to the extent that the failure to permit the same could not reasonably be expected to have a Material Adverse Affect. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such any Borrower’s 's or any Restricted Subsidiary's ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any Restricted Subsidiary is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowerseach Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade names, copyrights, licenses licenses, and other similar rights are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers each Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s 's or any of its Subsidiaries' material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s 's and each of its Subsidiaries' (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable or effective applications are filed and of record in the relevant filing offices and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by any Borrower or any of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s 's or such Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by such BorrowerBorrower or such Subsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such any Borrower’s 's or any of its Subsidiaries' ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowerseach Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade names, copyrights, licenses licenses, and other similar rights are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim claim, which could reasonably be expected to have a Material Adverse Effect, has been asserted to Borrower or any Borrower of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s or any of its Subsidiaries’ material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s and each of its Subsidiaries’ (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by Borrower or any Borrower of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s or such Subsidiary’s, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by Borrower or such BorrowerSubsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such Borrower’s or any of its Subsidiaries’ ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the BorrowersBorrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade names, copyrights, licenses licenses, and other similar rights are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s 's or any of its Subsidiaries' material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s 's and each of its Subsidiaries' (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by any Borrower or any of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of any Borrower's or such Borrower’s Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by any Borrower or such BorrowerSubsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such any Borrower’s 's or any of its Subsidiaries' ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowersany Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property reasonably necessary for the present and planned future conduct of its business business, without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses licenses, and other similar rights are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto, as updated by Borrower providing written notice to Agent of the change therein at the end of each fiscal year hereafter. No claim has been asserted to Borrower or any Borrower of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party, except for such claims which, if adversely determined, could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrowers Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereofClosing Date, no Person is engaging in any activity that infringes in any material respect upon Borrower's or any Borrower’s of its Subsidiaries' material Intellectual Property. Except as set forth on Schedule 8.1.14, each Borrower’s (i) material patents, trademarks, service marks and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a) permit, and do not restrict, the assignment by any Borrower to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s rights, title and interest pertaining to such license agreement or such similar arrangement and (b) would permit the continued use by such Borrower, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 11, will not result in the termination or impairment of any of such Borrower’s ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the BorrowersBorrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable. As of the Closing Date, there is no Intellectual Property that is material to the business of Borrower or any of its Subsidiaries.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade names, copyrights, licenses and other similar rights are listed on Schedule 8.1.14 Exhibit 6.1.16 hereto, which shall be updated annually by Borrowers or more frequently as requested by Agent, if an Event of Default exists and is continuing. No To the Knowledge of Borrowers and except as set forth on Exhibit 6.1.1 hereto, no claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party, the effect of which infringement could not reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrowers and except as set forth on Schedule 8.1.14 Exhibit 6.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s or any of its Subsidiaries’ material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 6.1.16, each Borrower’s and each of its Subsidiaries’ (i) material patents, trademarks, service marks and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permit, and do not restrict, the assignment by any Borrower or any of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of such any Borrower’s or such Subsidiary’s, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement to the extent consistent with customary business terms and (b2) would permit the continued use by any Borrower or such BorrowerSubsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 119, will not result in the termination or impairment of any of such any Borrower’s or any of its Subsidiaries’ ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 6.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowers, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses licenses, and other similar rights as of the date hereof are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto, as updated from time to time pursuant to subsection 8.1.11. No As of the date hereof, no claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers each Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s or any of its Subsidiaries material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s and each of its Subsidiaries (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable applicable, or similarly registered in Canada and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by any Borrower or any of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s or such Subsidiary’s, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by such BorrowerBorrower or such Subsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such any Borrower’s or any of its Subsidiaries ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowerseach Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each Guarantor owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could would not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses licenses, and other similar rights Intellectual Property are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim has been asserted to Borrower or any Borrower Guarantor which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon Borrower's or any Borrower’s of its Subsidiaries' material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each of Borrower’s 's and each Guarantors' (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by Borrower or any Borrower Guarantors to Administrative Agent, or any other Person designated by Administrative Agent, of all of Borrower's or such Borrower’s Guarantor's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by Borrower or such BorrowerGuarantor, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such Borrower’s 's or any Guarantors' ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could would not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could would not reasonably be expected to have a Material Adverse Effect, (i) no neither Borrower nor any Guarantor is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the BorrowersBorrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have result in a Material Adverse EffectChange. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses licenses, and other similar rights as of the date hereof are listed on Schedule 8.1.14 6.01(p) hereto. No As of the date hereof, no claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers each Borrower and except as set forth on Schedule 8.1.14 6.01(p) hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s material 's or any of its Subsidiaries' Intellectual Property. Except as set forth on Schedule 8.1.146.01(p), each Borrower’s 's and each of its Subsidiary's (i) material patents, United States trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by any Borrower or any of its Domestic Subsidiaries to the Administrative Agent, or any other Person designated by the Administrative Agent, of all of such Borrower’s 's or such Domestic Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by such BorrowerBorrower or such Domestic Subsidiary, or the Administrative Agent or its their assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 six (6) months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by the Administrative Agent of any of its rights or remedies under Section 11Article XI, will not result in the termination or impairment of Borrower's or any of such Borrower’s Subsidiary's ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which has not resulted in, and could not reasonably be expected to have result in, a Material Adverse EffectChange. Except as listed on Schedule 8.1.14 6.01(p) and except as could not reasonably be expected to have result in a Material Adverse EffectChange, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowerseach Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower -------------------------------------------- and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade names, copyrights, licenses licenses, and other similar rights are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers each Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s 's or any of its Subsidiaries' material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s 's and each of its Subsidiaries' (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable or effective applications are filed and of record in the relevant filing offices and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by any Borrower or any of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s 's or such Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by such BorrowerBorrower or such Subsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such any Borrower’s 's or any of its Subsidiaries' ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowerseach Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses licenses, and other similar rights as of the date hereof are listed on Schedule 8.1.14 7.1.16 hereto. No As of the date hereof, no claim has been asserted to Borrower or any Borrower of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers Borrower and except as set forth on Schedule 8.1.14 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon Borrower's or any Borrower’s of its Subsidiaries' material Intellectual Property. Except as set forth on Schedule 8.1.147.1.16, Borrower's and each Borrower’s of its Subsidiaries' (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by Borrower or any Borrower of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of Borrower's or such Borrower’s Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by Borrower or such BorrowerSubsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such Borrower’s 's or any of its Subsidiaries' ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the BorrowersBorrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower of Borrowers and their Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could would not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses licenses, and other similar rights Intellectual Property are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim has been asserted to Borrowers or any Borrower of their Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s 's or any of their Subsidiaries' material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s of Borrowers' and their Subsidiaries' (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by Borrowers or any Borrower of their Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of Borrowers' or such Borrower’s Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by Borrowers or such BorrowerSubsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such Borrower’s Borrowers' or any of their Subsidiaries' ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could would not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could would not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of their Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowers, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such material and registered patents, trademarks, service marks, trade names, copyrights, licenses and other similar rights owned by a Borrower are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim has been asserted to any Borrower or any Subsidiary of any Borrower which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s or any of its Subsidiaries’ material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s (i) all material patentsauthor agreements, trademarks, service marks and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar material arrangements relating to its Inventory (a) permit, are in effect and do have not restrict, the assignment by any Borrower to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s rights, title and interest pertaining to such license agreement or such similar arrangement and (b) would permit the continued use by such Borrower, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangementbeen terminated. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 11, Documents will not result in the termination or impairment of any of such Borrower’s or any of its Subsidiaries’ ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowers, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower of Borrowers and their Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could would not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses licenses, and other similar rights Intellectual Property are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim has been asserted to Borrowers or any Borrower of their Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s or any of their Subsidiaries’ material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s of Borrowers’ and their Subsidiaries’ (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by Borrowers or any Borrower of their Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of Borrowers’ or such Borrower’s Subsidiary’s, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by Borrowers or such BorrowerSubsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such Borrower’s Borrowers’ or any of their Subsidiaries’ ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could would not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could would not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of their Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowers, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade names, copyrights, licenses licenses, and other similar rights are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s or any of its Subsidiaries’ material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s and each of its Subsidiaries’ (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by any Borrower or any of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of such any Borrower’s or such Subsidiary’s, as applicable, rights, title and interest pertaining to such CHICAGO/#1571873.4 license agreement or such similar arrangement and (b2) would permit the continued use by any Borrower or such BorrowerSubsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such any Borrower’s or any of its Subsidiaries’ ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowersany Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower owns, possesses or licenses or has the right to use all the All registered patents, -------------------------------------------- patent applications, trademarks, trademark applications, service marks, trade namesservice xxxx applications, copyrights, copyright applications, design rights, tradenames, assumed names, trade secrets and licenses owned or utilized by any Borrower are set forth on Schedule 5.9, are valid and other Intellectual Property have been duly registered ------------ or filed with all appropriate governmental authorities and constitute all of the intellectual property rights which are necessary for the present and planned future conduct operation of its business without business; there is no objection to or pending challenge to the validity of any known conflict with the rights such patent, trademark, copyright, design right, tradename, trade secret or license and no Borrower is aware of othersany grounds for any challenge, except as set forth in Schedule 5.9 hereto. Each Borrower possesses all intellectual property ------------ rights necessary for such conflicts as could not reasonably be expected to have a Material Adverse Effectthe operation of its business. All such patentsEach patent, trademarkspatent application, patent license, trademark, trademark application, trademark license, service marksxxxx, service xxxx application, service xxxx license, copyright, design right, copyright application and copyright license owned or held by any Borrower and all trade names, copyrights, licenses secrets used by any Borrower consist of original material or property developed by such Borrower or was lawfully acquired by such Borrower from the proper and other similar rights are listed on Schedule 8.1.14 heretolawful owner thereof. No claim Each of such items that is used in the Ordinary Course of Business of a Borrower has been asserted maintained so as to preserve the value thereof from the date of creation or acquisition thereof. With respect to all software used by any Borrower, such Borrower owns such software and is not the licensee of any such software that is material to such Borrower's business operations pursuant to any Borrower which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers and license agreement except as set forth on Schedule 8.1.14 5.9 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material . With respect upon to all ------------ computer hardware used by any Borrower’s , such Borrower is the owner of all such computer equipment free and clear of any Lien (other than a Lien in favor of Agent) that is material Intellectual Property. Except to such Borrower's business operations except as set forth provided on Schedule 8.1.14, each Borrower’s (i) material patents, trademarks, service marks and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a) permit, and do not restrict, the assignment by any Borrower to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s rights, title and interest pertaining to such license agreement or such similar arrangement and (b) would permit the continued use by such Borrower, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement5.9 hereto. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 11, will not result in the termination or impairment of any of such Borrower’s ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no Borrower is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowers, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.------------

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses licenses, industrial designs, integrated circuit topographies and other Intellectual Property necessary for the present and and, to the extent required at this time, planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses (other than licenses of generally available software), industrial designs, integrated circuit topographies and other similar rights are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No Except as set forth on Exhibit 7.1.16, no claim has been asserted to either Borrower or any Borrower of its Subsidiaries, which is currently pending that their the use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third partyparty which could reasonably be expected to have a Material Adverse Effect. To the knowledge of the Borrowers each Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any either Borrower’s or any of its Subsidiaries’ material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16 or as permitted under subsection 8.2.17, each BorrowerObligor’s and each of its Restricted Subsidiaries’ (i) material patents, trademarks, service marks marks, and copyrights are registered with the Canadian Intellectual Property Office, U.S. Patent and Trademark Office or Office, in the U.S. Copyright Office, or other applicable office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory Intellectual Property (a1) permit, and do not restrict, the assignment by the applicable Borrower or any Borrower of its Subsidiaries to Administrative Agentthe applicable Agent or Lenders, or any other Person designated by Administrative the applicable Agent, of all of such Borrower’s or such Subsidiary’s, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by the applicable Borrower or such BorrowerSubsidiary, or Administrative such Agent or its assigneeLenders or their assignees, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent Agents or Lenders of any of its their rights or remedies under Section 1110, will not result in the termination or impairment of either Borrower’s or any of such Borrower’s its Subsidiaries’ ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither either Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowerseach Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable. None of the Intellectual Property of either Borrower or anyof its Subsidiaries has been adjudged invalid or unenforceable or has beencancelled,in whole or in part, except to the extent that the samewould not reasonably be likely to have a Material Adverse Effect.

Patents, Trademarks, Copyrights and Licenses. Each Borrower Borrower. and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade names, copyrights, licenses licenses, and other similar rights are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers each Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s 's or any of its Subsidiaries' material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s 's and each of its Subsidiaries' (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permit, and do not restrict, the assignment by any Borrower or any of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of Borrowers' or such Borrower’s Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by such BorrowerBorrower or such Subsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such any Borrower’s 's or any of its Subsidiaries' ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowerseach Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade names, copyrights, licenses licenses, and other similar rights are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s or any of its Subsidiaries’ material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s and each of its Subsidiaries’ (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by any Borrower or any of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of such any Borrower’s or such Subsidiary’s, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by any Borrower or such BorrowerSubsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such any Borrower’s or any of its Subsidiaries’ ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowersany Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.. 7.1.17

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Table of Contents Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade names, copyrights, licenses licenses, and other similar rights are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim has been asserted to Borrower or any Borrower of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s or any of its Subsidiaries’ material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s and each of its Subsidiaries’ (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by Borrower or any Borrower of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s or such Subsidiary’s, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by Borrower or such BorrowerSubsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such Borrower’s or any of its Subsidiaries’ ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the BorrowersBorrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade names, copyrights, licenses licenses, and other similar rights are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim claim, which could reasonably be expected to have a Material Adverse Effect, has been asserted to Borrower or any Borrower of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s or any of its Subsidiaries’ material Intellectual Property. Except as set forth on Schedule 8.1.14, each Exhibit 7.1.16 Borrower’s and each of its Subsidiaries’ (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by Borrower or any Borrower of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s or such Subsidiary’s, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by Borrower or such BorrowerSubsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such Borrower’s or any of its Subsidiaries’ ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the BorrowersBorrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could would not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses licenses, and other similar rights Intellectual Property are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers each Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s 's or any of its Subsidiaries' material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s 's and each of its Subsidiaries' (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permit, permit and do not restrict, the assignment by any Borrower or any of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of Borrower's or such Borrower’s Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement arrangements and (b2) would permit the continued use by such BorrowerBorrower or such Subsidiary, or Administrative Agent or its assignee, of such license agreement agreements or such similar arrangement arrangements and the right to sell Inventory subject to such license agreement agreements for a period of no less than 6 months after a default or breach of such agreement agreements or arrangementarrangements. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any Borrower's or any of such Borrower’s its Subsidiaries' ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could would not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 and except as could would not reasonably be expected to have a Material Adverse Effect, (i) no Borrower none of the Borrowers or any of their Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowerseach Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and -------------------------------------------- each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses licenses, and other similar rights as of the date hereof are listed on Schedule 8.1.14 Exhibit ------- 7.1.16 hereto. No As of the date hereof, no claim has been asserted to any ------ Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers each Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is -------------- engaging in any activity that infringes in any material respect upon any Borrower’s 's or any of its Subsidiaries material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s 's and -------------- each of its Subsidiary's (i) material patents, United States trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by any Borrower or any of its Domestic Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s 's or such Domestic Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by such BorrowerBorrower or such Domestic Subsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 six (6) months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such Borrower’s 's or any Subsidiary's ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could -------------- not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowerseach Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, U.S. federally registered trademarks, U.S. federally registered service marks, U.S. federally registered trade names, U.S. federally registered copyrights, licenses material licenses, and other material similar rights owned by a Borrower or a Subsidiary of a Borrower as of the date hereof (and not abandoned) are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto, as updated from time to time by notice to Agent. No As of the date hereof, no claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers each Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s 's or any of its Subsidiaries material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s 's and each of its Subsidiaries' (i) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. US. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) neither any Borrower nor any of its Subsidiaries has any material license agreements and similar arrangements relating to its Inventory (a) permit, and do not restrict, the assignment by any Borrower to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s rights, title and interest pertaining to such license agreement or such similar arrangement and (b) would permit the continued use by such Borrower, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangementagreements. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such any Borrower’s 's or any of its Subsidiaries ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no Borrower is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowers, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and -------------------------------------------- each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its existing business without any known conflict with the rights of others, except for such conflicts as could would not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses material licenses, and other similar rights Intellectual Property are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No To the knowledge of Borrower, no claim -------------- has been asserted to Borrower or any Borrower of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any -------------- activity that infringes in any material respect upon Borrower's or any Borrower’s of its Subsidiaries' material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each of Borrower’s 's and each of its Subsidiaries' (i) -------------- material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by Borrower or any Borrower of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of Borrower's or such Borrower’s Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by Borrower or such BorrowerSubsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan DocumentsDocument, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such Borrower’s 's or any of its Subsidiaries' ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could would not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could -------------- would not reasonably be expected to have a Material Adverse Effect, (i) no neither Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the BorrowersBorrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade names, copyrights, licenses and other similar rights are listed on Schedule 8.1.14 Exhibit 6.1.16 hereto, which shall be updated annually by Borrowers or more frequently as requested by Agent, if an Event of Default exists and is continuing. No claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers and except as set forth on Schedule 8.1.14 Exhibit 6.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon Borrower's or any Borrower’s of its Subsidiaries' material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 6.1.16, each Borrower’s 's and each of its Subsidiaries' (i) material patents, trademarks, service marks and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permit, and do not restrict, the assignment by any Borrower or any of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of any Borrower's or such Borrower’s Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by any Borrower or such BorrowerSubsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 119, will not result in the termination or impairment of any of such any Borrower’s 's or any of its Subsidiaries' ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 6.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowers, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could would not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade names, copyrights, licenses licenses, and other similar rights Intellectual Property are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon Borrowers' or any Borrower’s of their Subsidiaries' material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s 's and each of its Subsidiaries' (ia) material patents, trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright OfficeOffice or foreign equivalent, as applicable and (iib) material license agreements and similar arrangements relating to its Inventory (ai) permitpermits, and do does not restrict, the assignment by such Borrower or any Borrower of its Subsidiaries to Administrative Agent or Canadian Agent, as the case may be, or any other Person designated by Administrative Agent or Canadian Agent, as the case may be,, of all of such Borrower’s 's or such Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (bii) would permit the continued use by such BorrowerBorrower or such Subsidiary, or Administrative Agent or Canadian Agent, as the case may be, or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, including without limitation, the exercise by Administrative Agent or Canadian Agent, as the case may be, of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such any Borrower’s 's or any of its Subsidiaries' ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could would not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could would not reasonably be expected to have a Material Adverse Effect, (iA) no Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (iiB) to the knowledge of the Borrowers, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, including, without limitation, the Eligible Trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except except, as to any Intellectual Property other than the Eligible Trademarks, for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses licenses, and other similar rights in existence on the date hereof are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. Within 15 days after the date hereof, Borrowers shall supplement Exhibit 7.1.16 and shall take, or shall cause each other Loan Party to take, any and all actions requested by Administrative Agent to perfect its Lien in the trademarks, patents and/or copyrights for which supplemental information is provided. No claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers each Borrower and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s 's or any of its Subsidiaries' material Intellectual Property, including, without limitation, any of the Eligible Trademarks. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, each Borrower’s Loan Party's (i) material patents, trademarks, including, without limitation, the Eligible Trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permitpermits, and do does not restrict, the assignment by any Borrower Loan Party to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s Loan Party's rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by such BorrowerLoan Party, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, including without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such any Borrower’s 's or any of its Subsidiaries' ownership or rights relating to its Intellectual Property, except except, as to any Intellectual Property other than the Eligible Trademarks, for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowerseach Borrower, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower ownsThe Seller is the -------------------------------------------- sole and exclusive owner free of claims of others of the patents, patent applications, patent rights, trademarks, trade names and copyrights set forth on Schedule 2.08 of the List. The Seller is not a party to any contract for the sale or purchase of any patent, patent application, patent rights or patent licenses, nor is the Seller a party to any royalty or license agreement, except as set forth on the List. The List sets forth all trademarks and trade names of the Seller, all of which have been duly and properly registered under all applicable fictitious name statutes and other applicable registration laws and regulations, and a list of all licenses held by the Seller or its employees for the benefit of the Seller authorizing performance by the Seller of work in the areas or localities set forth in such List, all of which licenses are valid and subsisting. The Seller and its employees have in all material respects performed all of their obligations under such licenses. The Seller owns or possesses or adequate and valid licenses or has the right other rights in full force and effect to use all the patents, patent applications, trademarks, service marks, trade names, copyrights, inventions, know-how (including trade secrets and other unpatented and/or unpatentable proprietary or confidential information systems or procedures), licenses and other franchises and technology (collectively "Intellectual Property necessary for Rights") used in the present and planned future conduct of its business without businesses as now operated by it and the Seller has not received any known notice of conflict with the rights asserted Intellectual Property Rights of others, except for such conflicts as could . The Seller is not reasonably be expected to have a Material Adverse Effect. All such using in any aspect of its businesses any patents, patent applications, trademarks, service marks, trade names, copyrights, licenses and inventions, service marks, service names or other similar rights are listed on Schedule 8.1.14 hereto. No claim has been asserted to any Borrower which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of Rights in any third party. To the knowledge of the Borrowers and manner except as set forth on Schedule 8.1.14 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s material Intellectual Property. Except as set forth on Schedule 8.1.14, each Borrower’s (i) material patents, trademarks, service marks and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a) permitList, and do the Seller does not restrict, the assignment by any Borrower to Administrative Agent, or require any other Person designated by Administrative Agent, of all of such Borrower’s rights, title and interest pertaining licenses nor is the Seller required to such license agreement pay royalties or such similar arrangement and (b) would permit the continued use by such Borrower, or Administrative Agent or other fees on any licenses required to carry on its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 11, will not result businesses in the termination or impairment of any of such Borrower’s ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights manner in which it now conducts the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no Borrower is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowers, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceablesame.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade names, copyrights, licenses and other similar rights are listed on Schedule 8.1.14 Exhibit 6.1.16 hereto, which shall be updated annually by Borrowers or more frequently as requested by Agent, if an Event of Default exists and is continuing. No claim has been asserted to any Borrower or any of its Subsidiaries which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers and except as set forth on Schedule 8.1.14 Exhibit 6.1.16 hereto, as of the date hereof, no Person is engaging in any activity that infringes in any material respect upon Borrower's or any Borrower’s of its Subsidiaries' material Intellectual Property. Except as set forth on Schedule 8.1.14Exhibit 6.1.16, each Borrower’s 's and each of its Subsidiaries' (i) material patents, trademarks, service marks and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permit, and do not restrict, the assignment by any Borrower or any of its Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of any Borrower's or such Borrower’s Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement to the extent consistent with customary business terms and (b2) would permit the continued use by any Borrower or such BorrowerSubsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 119, will not result in the termination or impairment of any of such any Borrower’s 's or any of its Subsidiaries' ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 6.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowers, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower and each of its Restricted Subsidiaries owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such registrations and applications for material patents, trademarks, service marks, trade names, copyrights, licenses and other similar rights of any Borrower existing on the date of this Agreement are listed on Schedule 8.1.14 Exhibit 7.1.16 hereto. No claim which could reasonably be expected to have a Material Adverse Effect has been asserted in writing to any Borrower or any Restricted Subsidiary of any Borrower which is currently pending that their use of their Intellectual Property or the conduct of their business does or may infringe upon the Intellectual Property rights of any third party. To the Borrowers' knowledge of the Borrowers and except as set forth on Schedule 8.1.14 Exhibit 7.1.16 hereto, as of the date hereofof this Agreement, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s 's or any of its Restricted Subsidiaries' material Intellectual Property, which infringement could reasonably be expected to have a Material Adverse Effect. Except as set forth on Schedule 8.1.14Exhibit 7.1.16, as of the date of this Agreement and as of each date such exhibit is required to be updated, each Borrower’s 's and each of its Restricted Subsidiaries' (i) material patents, owned trademarks, service marks and copyrights are registered with the U.S. Patent and Trademark Office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory (a1) permit, and do not restrict, the assignment by any Borrower or any of its Restricted Subsidiaries to Administrative Agent, or any other Person designated by Administrative Agent, of all of such Borrower’s 's or such Restricted Subsidiary's, as applicable, rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by such BorrowerBorrower or such Restricted Subsidiary, or Administrative Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory subject to such license agreement for a period of no less than 6 months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Documents, including, without limitation, the exercise by Administrative Agent of any of its rights or remedies under Section 1110, will not result in the termination or impairment of any of such Borrower’s 's or any of its Restricted Subsidiaries' ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 Exhibit 7.1.16 and except as could not reasonably be expected to have a Material Adverse Effect, (i) no neither any Borrower nor any of its Restricted Subsidiaries is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowers, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.

Patents, Trademarks, Copyrights and Licenses. Each Borrower Company -------------------------------------------- Party owns, possesses or licenses or has the right to use all the patents, trademarks, service marks, trade names, copyrights, licenses and other Intellectual Property necessary for the present and planned future conduct of its business without any known conflict with the rights of others, except for such conflicts as could not reasonably be expected to have a Material Adverse Effect. All such patents, trademarks, service marks, trade namestradenames, copyrights, licenses licenses, and other similar rights as of the date hereof are listed on Schedule 8.1.14 3.16 hereto. No As of the date hereof, no claim has been ------------- asserted to any Borrower Company Party which is currently pending that their use of their its Intellectual Property or the conduct of their its business does or may infringe upon the Intellectual Property rights of any third party. To the knowledge of the Borrowers each Company Party and except as set forth on Schedule 8.1.14 hereto3.16, as of the date ------------- hereof, no Person is engaging in any activity that infringes in any material respect upon any Borrower’s Company Party's material Intellectual Property. Except as set forth on Schedule 8.1.143.16, each Borrower’s Company Party's (i) material patents, United States ------------- trademarks, service marks marks, and copyrights are registered with the U.S. Patent and Trademark Office office or in the U.S. Copyright Office, as applicable and (ii) material license agreements and similar arrangements relating to its Inventory inventory (a1) permitpermits, and do does not restrict, the assignment by any Borrower Company Party to Administrative Collateral Agent, or any other Person designated by Administrative Collateral Agent, of all of such Borrower’s Company Party's or rights, title and interest pertaining to such license agreement or such similar arrangement and (b2) would permit the continued use by such BorrowerCompany Party, or Administrative Collateral Agent or its assignee, of such license agreement or such similar arrangement and the right to sell Inventory inventory subject to such license agreement for a period of no less than 6 six (6) months after a default or breach of such agreement or arrangement. The consummation and performance of the transactions and actions contemplated by this Agreement and the other Loan Investment Documents, including, including without limitation, the exercise by Administrative Collateral Agent of any of its rights or remedies under Section 1111 or under the Collateral Documents, will not result in the termination or impairment of any of such Borrower’s Company Party's ownership or rights relating to its Intellectual Property, except for such Intellectual Property rights the loss or impairment of which could not reasonably be expected to have a Material Adverse Effect. Except as listed on Schedule 8.1.14 3.16 and except as could not ------------- reasonably be expected to have a Material Adverse Effect, (i) no Borrower Company Party is in breach of, or default under, any term of any license or sublicense with respect to any of its Intellectual Property and (ii) to the knowledge of the Borrowerseach Company Party, no other party to such license or sublicense is in breach thereof or default thereunder, and such license is valid and enforceable.