Each Borrower Party owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business as currently conducted. No material claim has been asserted and is pending by any Person against any Borrower Party challenging or questioning any Borrower Party’s use of any Intellectual Property or the validity or effectiveness of any Intellectual Property used by any Borrower Party, nor does any Borrower Party has Knowledge of any valid basis for any such claim. The use of Intellectual Property by each Borrower Party does not infringe on the rights of any Person in a manner that would reasonably be expected to result in a Material Adverse Effect.