To the knowledge of the Borrower, the Borrower and each of its Subsidiaries owns, or is licensed to use, all Intellectual Property necessary and material for the conduct of its business as currently conducted.  To the knowledge of the Borrower, except as indicated on Schedule 3.9, no material claim has been asserted and is pending by any Person alleging that the use of any Intellectual Property by the Borrower and its Subsidiaries infringes on the intellectual property rights of any Person in any material respect nor does the Borrower know of any valid basis for any such claim.