Each of QCP and its Restricted Subsidiaries owns, or possess the right to use, all of the Intellectual Property that is used or held for use in or is otherwise reasonably necessary for the operation of their respective businesses, without conflict with the rights of any other Person, except where any such conflict with the rights of any other Person could not reasonably be expected to have a Material Adverse Effect; provided that the foregoing is not a representation or warranty with respect to infringement or other violation of the Intellectual Property of any other Person (which is addressed in the following sentence of this Section 5.20 ).  The conduct of the business now employed by QCP or any Restricted Subsidiary does not  infringe upon or violate any rights held by any other Person to an extent that such infringement or violation could reasonably be expected to result in a Material Adverse Effect.  No claim or litigation regarding any of the foregoing is pending against the QCP or any of its Restricted Subsidiaries or, to the best knowledge of the Borrowers, threatened against QCP or any of its Restricted Subsidiaries, which, either individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.