The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (i) filings with any Governmental Authority necessary to perfect Liens created under the Loan Documents and (ii) such as have been obtained or made and are in full force and effect, except such consents, approvals, registrations or filings, the failure of which to have been obtained, received or made will not materially impair the effectiveness of the Transactions or materially adversely affect the operations of the U.S. Borrower and the Subsidiaries, taken as a whole, (b) will not violate any material Requirement of Law applicable to the U.S. Borrower or any Material Subsidiary, (c) will not violate or result in a material default under any material indenture, agreement or other instrument binding upon the U.S. Borrower or any Material Subsidiary or their respective assets, or give rise to a right thereunder to require any material payment to be made by the U.S. Borrower or any Material Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of any material obligation thereunder, and (d) will not result in the creation or imposition of any Lien (other than a Lien permitted under Section 6.02) on any asset of the U.S. Borrower or any Material Subsidiary.