Each Grantor represents and warrants that as of the date hereof it is the true and lawful owner of or otherwise has the right to use, in each case free and clear of any Liens, the Registered Intellectual Property Collateral listed in Annexes E, F and G hereto for such Grantor and that (i) the Marks listed in Annex E include materially all United States marks and applications for United States marks registered in the United States Patent and Trademark Office that such Grantor owns or uses in connection with its business as of the date hereof, (ii) the Patents listed in Annex F hereto for such Grantor include materially all the United States patents and applications for United States patents that such Grantor owns as of the date hereof and (iii) the Copyrights listed in Annex G hereto for such Grantor constitute materially all the United States copyrights registered with the United States Copyright Office and applications to United States copyrights that such Grantor owns as of the date hereof, and that said registrations are valid and subsisting, and enforceable, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Each Grantor represents and warrants that it owns, is licensed to use or otherwise has the right to use, all Registered Intellectual Property Collateral that it uses, other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.  Each Grantor further warrants that no aspect of such Grantor’s present or contemplated business operations infringes or will infringe any intellectual property of any other Person other than as could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.