The Borrower and each of its Restricted Subsidiaries owns, or is licensed to use (including the granting of licenses under), Intellectual Property reasonably necessary for the conduct of its business as currently conducted, except for those the failure to own or be licensed to use (including the granting of licenses) which would not reasonably be expected to result in a Material Adverse Effect. To the knowledge of the Borrower, (a) the operation of the Borrower’s and its Restricted Subsidiaries’ respective businesses, including the use of Intellectual Property, by the Borrower and its Restricted Subsidiaries, does not infringe on the rights of any Person, (b) no Intellectual Property of the Borrower or any of its Restricted Subsidiaries is being infringed upon by any Person in any material respect, and (c) no claim is pending or threatened in writing challenging the ownership, use or the validity of any Intellectual Property of the Borrower or any Restricted Subsidiary, except for infringements and claims referred to in the foregoing clauses (a), (b) and (c) that, in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.