Except as to matters that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (a)  Holdings, the Borrower each Loan Party and each of the subsidiaries owns, or possesses the right to use, all of the patents, trademarks, service marks, trade names, copyrights, mask works, domain names, applications and registrations for any of the foregoing, technology, trade secrets, proprietary information, software, know-how, processes and other intellectual property rights (collectively, “ Intellectual Property Rights ”) that are reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other person; (b) to the knowledge of each Loan Party , Holdings, the Borrower and the subsidiaries are not interfering with, infringing upon, misappropriating or otherwise violating Intellectual Property Rights of any person; and (c) no claim or litigation regarding any of the foregoing is pending or, to the knowledge of each Loan Party, threatened.