Common use of Representations and Warranties of New Borrower Clause in Contracts

Representations and Warranties of New Borrower. New Borrower hereby represents and warrants to Agent for the benefit of the Lender Group and the Bank Product Providers as follows: (a) It (i) is duly organized, validly existing and in good standing under the laws of the state of its incorporation, organization or formation, (ii) is duly qualified, authorized to do business and in good standing in each jurisdiction where it presently is, or proposes to be, engaged in business, except to the extent that the failure so to qualify or be in good standing could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties and assets and to transact the businesses in which it presently is, or proposes to be, engaged, and to execute, deliver and perform its obligations under this Agreement and the other Loan Documents to which it is made a party. (b) The execution, delivery, and performance by it of this Agreement and any other Loan Document to which New Borrower is made a party (i) have been duly authorized by all necessary action on the part of New Borrower and (ii) do not and will not (A) contravene any of the Governing Documents of New Borrower, (B) contravene any Requirement of Law, (C) contravene any Material Contract, except as such contravention could not be expected, individually or in the aggregate, to have a Material Adverse Effect, and (D) result in the imposition of any Liens upon any of its properties except for Permitted Liens. No consent, authorization or approval of, or filing with or other act by, any Governmental Authority or any other Person is required in connection with the execution, delivery or performance of this Agreement or any other Loan Document, or the consummation of the transactions contemplated hereby or thereby, except (i) such consents, authorizations, approvals, filings or other acts as have been made or obtained, as applicable, and are in full force and effect, (ii) the filing of UCC financing statements, (iii) filing of the Patent Security Agreements, Trademark Security Agreements, and Copyright Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, (iv) filings or other actions listed on Schedule 6.6, and (v) such consents, authorizations, approvals, filings or other acts the failure of which to be obtained or made would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect. 4 Include any additional Schedules to be updated as well. (c) This Agreement and each Loan Document to which New Borrower is a party is the legal, valid and binding obligation of New Borrower, enforceable in accordance with its terms, except as enforceability may be limited by (i) bankruptcy, insolvency or similar laws affecting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). (d) Each other representation and warranty applicable to New Borrower as a Borrower under the Loan Documents is true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) on and as of the date such Loan is made, as though made on and of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case they shall have been true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) as of such earlier date).

Representations and Warranties of New Borrower. New Borrower hereby represents and warrants to Agent for the benefit of the Lender Group and the Bank Product Providers as follows: (a) It (i) is duly organized, validly organized and existing and in good standing under the laws of the state jurisdiction of its incorporation, organization or formationorganization, (ii) is duly qualified, authorized qualified to do business and in good standing in each jurisdiction any state where it presently is, or proposes to be, engaged in business, except to the extent that the failure to be so to qualify or be in good standing qualified could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties properties, to carry on its business as now conducted and assets and as proposed to transact the businesses in which it presently isbe conducted, or proposes to be, engaged, and to execute, deliver and perform its obligations under enter into this Agreement and the other Loan Documents to which it is made a partyparty and to carry out the transactions contemplated hereby and thereby. (b) The execution, delivery, and performance by it of this Agreement and any other Loan Document to which New Borrower is made a party (i) have been duly authorized by all necessary action on the part of New Borrower and (ii) do not and will not (A) contravene violate any provision of federal, state, or local law or regulation applicable to New Borrower or its Subsidiaries, the Governing Documents of New BorrowerBorrower or its Subsidiaries, (B) contravene or any Requirement order, judgment, or decree of Law, (C) contravene any Material Contract, except as court or other Governmental Authority binding on New Borrower or its Subsidiaries where any such contravention violation could not be expected, individually or in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect, and (DB) conflict with, result in the imposition of any Liens upon any of its properties except for Permitted Liens. No consent, authorization or approval a breach of, or filing constitute (with due notice or other act bylapse of time or both) a default under any material agreement of New Borrower or its Subsidiaries where any such conflict, any Governmental Authority breach or any other Person is required in connection with the execution, delivery or performance of this Agreement or any other Loan Document, or the consummation of the transactions contemplated hereby or thereby, except (i) such consents, authorizations, approvals, filings or other acts as have been made or obtained, as applicable, and are in full force and effect, (ii) the filing of UCC financing statements, (iii) filing of the Patent Security Agreements, Trademark Security Agreements, and Copyright Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, (iv) filings or other actions listed on Schedule 6.6, and (v) such consents, authorizations, approvals, filings or other acts the failure of which to be obtained or made would not reasonably be expected, default could individually or in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect. 4 Include , (C) result in or require the creation or imposition of any additional Schedules Lien of any nature whatsoever upon any assets of New Borrower, other than Permitted Liens, (D) require any approval of any holder of Equity Interests of New Borrower or any approval or consent of any Person under any material agreement of New Borrower, other than consents or approvals that have been obtained and that are still in force and effect and except, in the case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect, or (E) require any material registration with, consent, or approval of, or notice to, or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect and except for filings and recordings with respect to the Collateral to be updated as wellmade, or otherwise delivered to Agent for filing or recordation. (c) This Agreement and each Loan Document to which New Borrower is a party is the legal, legally valid and binding obligation of New Borrower, enforceable against New Borrower in accordance with its respective terms, except as enforceability enforcement may be limited by (i) equitable principles or by bankruptcy, insolvency insolvency, reorganization, moratorium, or similar laws affecting relating to or limiting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)generally. (d) Each other representation and warranty applicable to New Borrower as a Borrower under the Loan Documents is true, correct and complete complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) on and as of the date such Loan is madehereof, as though made on and of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case they shall have been true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) as of such earlier date).

Representations and Warranties of New Borrower. New Borrower hereby represents and warrants to Agent for the benefit of the Lender Group and the Bank Product Providers as follows: (a) It (i) is duly organized, validly organized and existing and in good standing under the laws of the state jurisdiction of its incorporation, organization or formationorganization, (ii) is duly qualified, authorized qualified to do business and in good standing in each jurisdiction any state where it presently is, or proposes to be, engaged in business, except to the extent that the failure to be so to qualify or be in good standing qualified could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties properties, to carry on its business as now conducted and assets and as proposed to transact the businesses in which it presently isbe conducted, or proposes to be, engaged, and to execute, deliver and perform its obligations under enter into this Agreement and the other Loan Documents to which it is made a partyparty and to carry out the transactions contemplated hereby and thereby. (b) The execution, delivery, and performance by it of this Agreement and any other Loan Document to which New Borrower is made a party (i) have been duly authorized by all necessary action on the part of New Borrower and (ii) do not and will not (A) contravene violate any material provision of federal, state, or local law or regulation applicable to New Borrower or its Subsidiaries, the Governing Documents of New BorrowerBorrower or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on New Borrower or its Subsidiaries, (B) contravene conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Requirement material agreement of LawNew Borrower or its Subsidiaries where any such conflict, (C) contravene any Material Contract, except as such contravention breach or default could not be expected, individually or in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect, and (C) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of New Borrower, other than Permitted Liens, (D) result require any approval of New Borrower's interestholders or any approval or consent of any Person under any material agreement of New Borrower, other than consents or approvals that have been obtained and that are still in force and effect and except, in the imposition case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect, or (E) require any Liens upon any of its properties except for Permitted Liens. No registration with, consent, authorization or approval of, or filing notice to or other action with or other act by, any Governmental Authority or any Authority, other Person is required in connection with the executionthan registrations, delivery or performance of this Agreement or any other Loan Document, or the consummation of the transactions contemplated hereby or thereby, except (i) such consents, authorizations, approvals, filings notices, or other acts as actions that have been made or obtained, as applicable, obtained and that are still in full force and effect, (ii) and except for filings and recordings with respect to the filing of UCC financing statements, (iii) filing of the Patent Security Agreements, Trademark Security Agreements, and Copyright Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, (iv) filings or other actions listed on Schedule 6.6, and (v) such consents, authorizations, approvals, filings or other acts the failure of which Collateral to be obtained made, or made would not reasonably be expected, individually otherwise delivered to Agent for filing or in the aggregate, to have a Material Adverse Effect. 4 Include any additional Schedules to be updated as wellrecordation. (c) This Agreement and each Loan Document to which New Borrower is a party is the legal, legally valid and binding obligation of New Borrower, enforceable against New Borrower in accordance with its respective terms, except as enforceability enforcement may be limited by (i) equitable principles or by bankruptcy, insolvency insolvency, reorganization, moratorium, or similar laws affecting relating to or limiting creditors’ ' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)generally. (d) Each other representation and warranty applicable to New Borrower as a Borrower under the Loan Documents is true, correct and complete complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) on and as of the date such Loan is madehereof, as though made on and of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case they shall have been true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) as of such earlier date).

Representations and Warranties of New Borrower. New Borrower hereby represents and warrants to Agent for the benefit of the Lender Group and the Bank Product Providers as follows: (a) a. It (i) is duly organized, validly organized and existing and in good standing under the laws of the state jurisdiction of its incorporation, organization or formationorganization, (ii) is duly qualified, authorized qualified to do business and in good standing in each jurisdiction any state where it presently is, or proposes to be, engaged in business, except to the extent that the failure to be so to qualify or be in good standing qualified could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties properties, to carry on its business as now conducted and assets and as proposed to transact the businesses in which it presently isbe conducted, or proposes to be, engaged, and to execute, deliver and perform its obligations under enter into this Agreement and the other Loan Documents to which it is made a partyparty and to carry out the transactions contemplated hereby and thereby. (b) b. The execution, delivery, and performance by it of this Agreement and any other Loan Document to which New Borrower is made a party (i) have been duly authorized by all necessary corporate or other organizational action on the part of New Borrower and (ii) do not and will not (A) contravene violate any material provision of federal, state, or local law or regulation applicable to New Borrower, the Governing Documents of New Borrower, or any order, judgment, or decree of any court or other Governmental Authority binding on New Borrower or its Subsidiaries, (B) contravene conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Requirement material agreement of LawNew Borrower where any such conflict, (C) contravene any Material Contract, except as such contravention breach or default could not be expected, individually or in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect, and (C) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of New Borrower, other than Permitted Liens, (D) result require any approval of any holder of Equity Interests of New Borrower or any approval or consent of any Person under any material agreement of New Borrower, other than consents or approvals that have been obtained and that are still in force and effect and except, in the imposition case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect, or (E) require any Liens upon any of its properties except for Permitted Liens. No registration with, consent, authorization or approval of, or filing notice to or other action with or other act by, any Governmental Authority or any Authority, other Person is required in connection with the executionthan registrations, delivery or performance of this Agreement or any other Loan Document, or the consummation of the transactions contemplated hereby or thereby, except (i) such consents, authorizations, approvals, filings notices, or other acts as actions that have been made or obtained, as applicable, obtained and that are still in full force and effect, (ii) and except for filings and recordings with respect to the filing of UCC financing statements, (iii) filing of the Patent Security Agreements, Trademark Security Agreements, and Copyright Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, (iv) filings or other actions listed on Schedule 6.6, and (v) such consents, authorizations, approvals, filings or other acts the failure of which Collateral to be obtained made, or made would not reasonably be expected, individually otherwise delivered to Agent for filing or in the aggregate, to have a Material Adverse Effectrecordation. 4 Include any additional Schedules to be updated as well. (c) c. This Agreement and each other Loan Document to which New Borrower is a party is the legal, legally valid and binding obligation of New Borrower, enforceable against New Borrower in accordance with its respective terms, except as enforceability enforcement may be limited by (i) equitable principles or by bankruptcy, insolvency insolvency, reorganization, moratorium, or similar laws affecting relating to or limiting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)generally. (d) d. Each other representation and warranty applicable to New Borrower as a Borrower under the Loan Documents is true, correct and complete complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) on and as of the date such Loan is madehereof, as though made on and of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case they shall have been true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) as of such earlier date).

Representations and Warranties of New Borrower. New Borrower hereby represents and warrants to Agent for the benefit of the Lender Group and the Bank Product Providers as follows: (a) It (i) is duly organized, validly organized and existing and in good standing under the laws of the state jurisdiction of its incorporation, organization or formationorganization, (ii) is duly qualified, authorized qualified to do business and in good standing in each jurisdiction any state where it presently is, or proposes to be, engaged in business, except to the extent that the failure to be so to qualify or be in good standing qualified could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties properties, to carry on its business as now conducted and assets and as proposed to transact the businesses in which it presently isbe conducted, or proposes to be, engaged, and to execute, deliver and perform its obligations under enter into this Agreement and the other Loan Documents to which it is made a partyparty and to carry out the transactions contemplated hereby and thereby. (b) The execution, delivery, and performance by it of this Agreement and any other Loan Document to which New Borrower is made a party (i) have been duly authorized by all necessary action on the part of such New Borrower and (ii) do not and will not (A) contravene violate any material provision of federal, state, or local law or regulation applicable to New Borrower or its Subsidiaries, the Governing Documents of New BorrowerBorrower or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on New Borrower or its Subsidiaries, (B) contravene conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Requirement material agreement of LawNew Borrower or its Subsidiaries where any such conflict, (C) contravene any Material Contract, except as such contravention breach or default could not be expected, individually or in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect, and (C) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of New Borrower, other than Permitted Liens, (D) result require any approval of New Borrower's interestholders or any approval or consent of any Person under any material agreement of New Borrower, other than consents or approvals that have been obtained and that are still in force and effect and except, in the imposition case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect, or (E) require any Liens upon any of its properties except for Permitted Liens. No registration with, consent, authorization or approval of, or filing notice to or other action with or other act by, any Governmental Authority or any Authority, other Person is required in connection with the executionthan registrations, delivery or performance of this Agreement or any other Loan Document, or the consummation of the transactions contemplated hereby or thereby, except (i) such consents, authorizations, approvals, filings notices, or other acts as actions that have been made or obtained, as applicable, obtained and that are still in full force and effect, (ii) and except for filings and recordings with respect to the filing of UCC financing statements, (iii) filing of the Patent Security Agreements, Trademark Security Agreements, and Copyright Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, (iv) filings or other actions listed on Schedule 6.6, and (v) such consents, authorizations, approvals, filings or other acts the failure of which Collateral to be obtained made, or made would not reasonably be expected, individually otherwise delivered to Agent for filing or in the aggregate, to have a Material Adverse Effect. 4 Include any additional Schedules to be updated as wellrecordation. (c) This Agreement and each Loan Document to which New Borrower is a party is the legal, legally valid and binding obligation of New Borrower, enforceable against New Borrower in accordance with its respective terms, except as enforceability enforcement may be limited by (i) equitable principles or by bankruptcy, insolvency insolvency, reorganization, moratorium, or similar laws affecting relating to or limiting creditors’ ' rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)generally. (d) Each other representation and warranty applicable to New Borrower as a Borrower under the Loan Documents is true, correct and complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on and as of the date hereof, as though made on such date (except to the extent that such representations and warranties relate solely to an earlier date, in which case such representations and warranties shall be true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) on and as of the date such Loan is made, as though made on and of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case they shall have been true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) as of such earlier date).

Representations and Warranties of New Borrower. New Borrower hereby represents and warrants to Agent for the benefit of the Lender Group and the Bank Product Providers as follows: (a) It (i) is duly organized, validly organized and existing and in good standing under the laws of the state jurisdiction of its incorporation, organization or formationorganization, (ii) is duly qualified, authorized qualified to do business and in good standing in each jurisdiction any state where it presently is, or proposes to be, engaged in business, except to the extent that the failure to be so to qualify or be in good standing qualified could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties and assets and properties, to transact the businesses in which it presently iscarry on its business as now conducted, or proposes to be, engaged, and to execute, deliver and perform its obligations under enter into this Agreement and the other Loan Documents to which it is made a partyparty and to carry out the transactions contemplated hereby and thereby. (b) The execution, delivery, and performance by it of this Agreement and any other Loan Document to which New Borrower is made a party (i) have been duly authorized by all necessary action on the part of New Borrower and (ii) do not and will not (A) contravene violate any material provision of federal, state, or local law or regulation applicable to New Borrower or its Restricted Subsidiaries or the Governing Documents of New Borrower, (B) contravene violate any Requirement order, judgment, or decree of Lawany court or other Governmental Authority binding on New Borrower or its Restricted Subsidiaries, (C) contravene where any Material Contract, except as such contravention could not be expected, violation would individually or in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect, and (DC) conflict with, result in the imposition of any Liens upon any of its properties except for Permitted Liens. No consent, authorization or approval a breach of, or filing constitute (with due notice or other act bylapse of time or both) a default under any material agreement of New Borrower where any such conflict, any Governmental Authority breach or any other Person is required in connection with the execution, delivery or performance of this Agreement or any other Loan Document, or the consummation of the transactions contemplated hereby or thereby, except (i) such consents, authorizations, approvals, filings or other acts as have been made or obtained, as applicable, and are in full force and effect, (ii) the filing of UCC financing statements, (iii) filing of the Patent Security Agreements, Trademark Security Agreements, and Copyright Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, (iv) filings or other actions listed on Schedule 6.6, and (v) such consents, authorizations, approvals, filings or other acts the failure of which to be obtained or made would not reasonably be expected, default could individually or in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect. 4 Include , (D) result in or require the creation or imposition of any additional Schedules Lien of any nature whatsoever upon any assets of New Borrower, other than Permitted Liens, (E) require the approval of any holder of Equity Interests of New Borrower, other than consents or approvals that have been obtained and that are still in force and effect, or (F) except, in each case, where the failure would not reasonably be expected to have a Material Adverse Effect, require any registration with, consent, or approval of, or notice to or other action with or by, any Governmental Authority, other than registrations, consents, approvals, notices, or other actions that have been obtained and that are still in force and effect, and except for filings and recordings with respect to the Collateral to be updated made, or otherwise delivered to Agent for filing or recordation, as wellof the date hereof. (c) This Agreement and each Loan Document to which New Borrower is a party is the legal, legally valid and binding obligation of New Borrower, enforceable against New Borrower in accordance with its respective terms, except as enforceability enforcement may be limited by (i) equitable principles or by bankruptcy, insolvency insolvency, reorganization, moratorium, or similar laws affecting relating to or limiting creditors’ rights generally and (ii) general principles requirements of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)reasonableness, good faith and fair dealing. (d) Each other representation and warranty applicable to New Borrower as a Borrower under the Loan Documents is true, correct and complete complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) on and as of the date such Loan is madehereof, as though made on and of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case they shall have been true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) as of such earlier date).

Representations and Warranties of New Borrower. New Borrower hereby represents and warrants to Agent for the benefit of the Lender Group and the Bank Product Providers as follows: (a) It (i) is duly organized, validly organized and existing and in good standing under the laws of the state jurisdiction of its incorporation, organization or formationorganization, (ii) is duly qualified, authorized qualified to do business and in good standing in each jurisdiction any state where it presently is, or proposes to be, engaged in business, except to the extent that the failure to be so to qualify or be in good standing qualified could not reasonably be expected, individually or expected to result in the aggregate, to have a Material Adverse Effect, and (iii) has all requisite power and authority to own and operate its properties properties, to carry on its business as now conducted and assets and as proposed to transact the businesses in which it presently isbe conducted, or proposes to be, engaged, and to execute, deliver and perform its obligations under enter into this Agreement and the other Loan Documents to which it is made a partyparty and to carry out the transactions contemplated hereby and thereby. (b) The execution, delivery, and performance by it New Borrower of this Agreement and any other Loan Document to which New Borrower is made a party (i) have been duly authorized by all necessary action on the part of New Borrower and (ii) do not and will not (A) contravene violate any material provision of federal, state, or local law or regulation applicable to New Borrower or its Subsidiaries, the Governing Documents of New BorrowerBorrower or its Subsidiaries, or any order, judgment, or decree of any court or other Governmental Authority binding on New Borrower or its Subsidiaries, (B) contravene conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under any Requirement material agreement of LawNew Borrower or its Subsidiaries where any such conflict, (C) contravene any Material Contract, except as such contravention breach or default could not be expected, individually or in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect, and (C) result in or require the creation or imposition of any Lien of any nature whatsoever upon any assets of New Borrower, other than Permitted Liens, (D) result require any approval of New Borrower’s interest holders or any approval or consent of any Person under any material agreement of New Borrower, other than consents or approvals that have been obtained and that are still in force and effect and except, in the imposition case of material agreements, for consents or approvals, the failure to obtain could not individually or in the aggregate reasonably be expected to cause a Material Adverse Effect, or (E) require any Liens upon any of its properties except for Permitted Liens. No registration with, consent, authorization or approval of, or filing notice to or other action with or other act by, any Governmental Authority or any Authority, other Person is required in connection with the executionthan registrations, delivery or performance of this Agreement or any other Loan Document, or the consummation of the transactions contemplated hereby or thereby, except (i) such consents, authorizations, approvals, filings notices, or other acts as actions that have been made or obtained, as applicable, obtained and that are still in full force and effect, (ii) and except for filings and recordings with respect to the filing of UCC financing statements, (iii) filing of the Patent Security Agreements, Trademark Security Agreements, and Copyright Security Agreement with the United States Patent and Trademark Office and the United States Copyright Office, (iv) filings or other actions listed on Schedule 6.6, and (v) such consents, authorizations, approvals, filings or other acts the failure of which Collateral to be obtained made, or made would not reasonably be expected, individually otherwise delivered to Agent for filing or in the aggregate, to have a Material Adverse Effect. 4 Include any additional Schedules to be updated as wellrecordation. (c) This Agreement and each Loan Document to which New Borrower is a party is the legal, legally valid and binding obligation of New Borrower, enforceable against New Borrower in accordance with its respective terms, except as enforceability enforcement may be limited by (i) equitable principles or by bankruptcy, insolvency insolvency, reorganization, moratorium, or similar laws affecting relating to or limiting creditors’ rights generally and (ii) general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law)generally. 1 Include any additional Schedules to be updated as well. (d) Each other representation and warranty applicable to New Borrower as a Borrower under the Loan Documents is true, correct and complete complete, in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) on and as of the date such Loan is madehereof, as though made on and of such date (except to the extent that such representations and warranties expressly relate solely to an earlier date, in which case they shall have been true, correct and complete in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality or Material Adverse Effect in the text thereof) as of such earlier date). 4.