The execution and delivery by the Borrower of this Amendment and the performance by the Borrower of this Amendment and the Credit Agreement , as amended by this Amendment , in accordance with their respective terms, do not and will not, by the passage of time, the giving of notice or otherwise:  (i) require any consent or approval of, registration or filing with, or any action by, any Governmental Authority (other than any filings required by applicable securities laws) or violate any law, rule or regulation applicable to the Borrower or any judgment, order or ruling of any Governmental Authority; (ii) violate or result in a default under any indenture, material agreement or other material instrument binding on the Borrower or any of its assets or give rise to a right thereunder to require any payment to be made by the Borrower ; or (iii) result in the creation or imposition of any Lien on any asset of the Borrower .