OWNERSHIP OR OPERATIONS (A "IP MATERIAL ADVERSE
EFFECT").
(E)
PART V OF SAID SCHEDULE XI HERETO SETS
FORTH:
(I)
ANY WRITTEN COMMUNICATIONS FROM ANY
BORROWER OR ANY AFFILIATE THEREOF TO ONE OR MORE THIRD PARTIES, OR FROM ONE OR
MORE THIRD PARTIES TO ANY BORROWER OR ANY AFFILIATE THEREOF, ALLEGING
INFRINGEMENT BY ANY THIRD PARTY OR ANY BORROWER OR ANY AFFILIATE THEREOF, OF ANY
OF THE IP OR ALLEGING RELATED ACTS OF UNFAIR COMPETITION OR ACTIVITIES OR
ACTIONS OF ANY ANTI-COMPETITIVE NATURE, TOGETHER WITH ALL RESPONSES TO SUCH
COMMUNICATIONS AND A DESCRIPTION OF THE STATUS OF EACH SUCH ALLEGED
INFRINGEMENT, IN EACH CASE, WHICH THE FAILURE TO RESOLVE SUCH ALLEGED
INFRINGEMENT OR COMPETITION COULD REASONABLY BE EXPECTED TO HAVE A IP MATERIAL
ADVERSE EFFECT; AND
(II)
A COMPLETE LIST OF ANY GOODS AND/OR
SERVICES SOLD BY ANY PERSON OTHER THAN ANY BORROWER AND OF WHOM ANY BORROWER HAS
ACTUAL KNOWLEDGE, WHICH IN THE OPINION OF ANY BORROWER INFRINGES UPON ANY IP
LISTED IN SAID SCHEDULE XI HEREOF.
(F)
EXCEPT AS DISCLOSED IN SAID SCHEDULE XI:
(I)
IP BORROWER OR AN AFFILIATED IP PARTY
OWNS THE OWNED IP, AND IP BORROWER HAS A VALID AND ENFORCEABLE LICENSE TO USE
THE LICENSED IP, IN EACH CASE FREE AND CLEAR OF ANY LIENS OTHER THAN THE
PERMITTED IP ENCUMBRANCES;
(II)
NO BORROWER OR AN AFFILIATED IP PARTY HAS
GRANTED NOR IS OBLIGATED TO GRANT ANY OTHER PERSON ANY RIGHTS (INCLUDING,
WITHOUT LIMITATION LICENSES) WITH RESPECT TO ANY OF THE IP OTHER THAN THE
PERMITTED IP ENCUMBRANCES;
(III)
TO BORROWERS' ACTUAL KNOWLEDGE, THE
TRADEMARKS, SERVICE MARKS, DOMAIN NAMES AND COPYRIGHTS INCLUDED IN THE OWNED IP
AND IN THE LICENSED IP ARE VALID;
(IV)
TO BORROWERS' ACTUAL KNOWLEDGE, THE TRADEMARK
REGISTRATIONS, SERVICE MARK REGISTRATIONS, DOMAIN NAME REGISTRATIONS AND
COPYRIGHT REGISTRATIONS
154
INCLUDED IN THE OWNED IP AND LICENSED IP HAVE BEEN DULY ISSUED AND HAVE NOT BEEN
CANCELED, ABANDONED OR OTHERWISE TERMINATED;
(V)
TO BORROWERS' ACTUAL KNOWLEDGE, THE
TRADEMARK APPLICATIONS, SERVICE MARK APPLICATIONS, DOMAIN NAME APPLICATIONS AND
COPYRIGHT APPLICATIONS INCLUDED IN THE OWNED IP HAVE BEEN DULY FILED; AND
(VI)
TO BORROWERS' ACTUAL KNOWLEDGE, ALL MATERIAL
IP AGREEMENTS ARE VALID AND BINDING IN ACCORDANCE WITH THEIR TERMS (EXCEPT AS
THE ENFORCEABILITY THEREOF MAY BE LIMITED BY ANY APPLICABLE BANKRUPTCY,
REORGANIZATION, INSOLVENCY OR OTHER LAWS AFFECTING CREDITORS' RIGHTS GENERALLY
OR BY GENERAL PRINCIPLES OF EQUITY) AND ARE IN FULL FORCE AND EFFECT.
(G)
TO BORROWERS' ACTUAL KNOWLEDGE, NO BORROWER
OR AFFILIATED IP PARTY IS OBLIGATED TO DISCLOSE ANY OF THE IP TO ANY OTHER
PERSON.
(H)
TO BORROWERS' ACTUAL KNOWLEDGE, EXCEPT FOR
THE LICENSED IP, NO BORROWER REQUIRES A LICENSE OR RIGHT UNDER OR IN RESPECT OF
ANY INTELLECTUAL PROPERTY OF ANY OTHER PERSON (EXCEPT ANOTHER BORROWER) TO
CONDUCT SUCH BORROWER'S BUSINESS AS PRESENTLY CONDUCTED AND NO SUBSTANTIAL PART
OF SUCH BUSINESS IS CARRIED ON UNDER THE AGREEMENT OR CONSENT OF ANY OTHER
PERSON NOR IS THERE ANY AGREEMENT TO WHICH ANY BORROWER IS A PARTY WHICH
SIGNIFICANTLY RESTRICTS THE FIELDS IN WHICH SUCH BUSINESS