Intellectual Property. Except as could not reasonably be expected to have a Material Adverse Effect, each Borrower and Subsidiary owns or has the lawful right to use all Intellectual Property necessary for the conduct of its business, without conflict with any rights of others. Except as could not reasonably be expected to have a Material Adverse Effect, there is no pending or, to any Borrower’s knowledge, threatened in writing Intellectual Property Claim with respect to any Borrower, any Subsidiary or any of their Property (including any Intellectual Property). All registered Intellectual Property owned by any Borrower or Subsidiary as of the Closing Date is shown on [Schedule 9.1.11].

Except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, # the Borrowers and their Restricted Subsidiaries own, or possesses the right to use, all Intellectual Property that are reasonably necessary for the operation of its respective business, # the operation of its respective business by any Obligor or any Restricted Subsidiary, does not infringe upon any Intellectual Property rights held by any other Person and # no claim or litigation regarding the foregoing is pending or, to the best knowledge of the Obligors, threatened in writing against any Obligor or Restricted Subsidiary.