Except as set forth on Schedule 5.16 , each Group Company (which for purposes of this Section 5.16, as of the Closing Date, shall include the Target and its Subsidiaries only to the extent of the best knowledge of the Borrower) owns, licenses or otherwise possesses the right to use, all of the Intellectual Property that are used or useful in the operation of its respective business, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each Group Company represents that Exhibit B to the Perfection Certificate sets forth a complete and accurate list of all registered and applied for Intellectual Property and any material unregistered trademarks owned by such Group Company as of the Closing Date. No Group Company is infringing, misappropriating, diluting, or otherwise violating the Intellectual Property of any other Person, except as could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and, except as set forth on Schedule 5.16 , no claim has been asserted, is pending or, to the knowledge of any Group Company, has been threatened challenging the ownership, enforceability, scope, validity, or use by any Group Company and each Subsidiary thereof of any such Intellectual Property.