The Transactions (a) do not require any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in full force and effect (or, in the case of filings necessary to consummate the Acquisition, such as will be obtained or made and will be in full force and effect substantially concurrently with the initial Borrowings on the Effective Date) and except filings necessary to perfect Liens created under the Loan Documents, (b) will not violate any Requirement of Law applicable to the Borrower or any Subsidiary, (c) will not violate or result (alone or with notice or lapse of time or both) in a default under any indenture, agreement or other instrument binding upon the Borrower or any Subsidiary or their respective assets, or give rise to a right thereunder to require any payment, repurchase or redemption to be made by the Borrower or any Subsidiary or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation thereunder and (d) will not result in the creation or imposition of any Lien on any asset now owned or hereafter acquired by the Borrower or any Subsidiary, except Liens created or otherwise permitted under the Loan Documents, except in the case of clause (a) (other than with respect to the Loan Documents), clause (b) (solely with respect to clause (b) of the definition of “Requirement of Law”) and clause (c), to the extent that (i) the failure to obtain or make such consent, approval, registration, filing or take such other action or (ii) such violation, as the case may be, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect.