The Borrower and its Subsidiaries own or possess the right to (through express agreement or implied right), all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses, domain names, trade secrets, know-how and other intellectual property rights (collectively, “ IP Rights ”) that are possessed by it or which are used in the operation of their respective businesses, except as (i) specified in the SEC Reports and (ii) where the failure to own or possess the right to use any such IP Right or where any such conflict would not reasonably be expected to have a Material Adverse Effect. To the Actual Knowledge of the Borrower, no slogan, trademark, service mark or trade name now employed, or now contemplated to be employed by the Borrower or any Subsidiary, nor the conduct of their businesses, infringes upon any IP Rights held by any other Person, except (i) as specified in the SEC Reports and (ii) where such infringement would not reasonably be expected to have a Material Adverse Effect. Except as specified in the SEC Reports, no written claim or litigation regarding any of the foregoing in this Section  5.12 is pending or, to the knowledge of the Borrower, threatened in writing, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.