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) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created pursuant to the Loan Documents and (iii) the failure of which to obtain or make could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any Requirement of Law applicable to any Loan Party or any Domestic Subsidiary, except as could not reasonably be expected to result in a Material Adverse Effect, (c) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or any Domestic Subsidiary or the assets of any Loan Party or any Domestic Subsidiary, or give rise to a right thereunder to require any payment to be made by any Loan Party or any of its Domestic Subsidiaries in any material respect, and (d) will not result in the creation or imposition of any Lien on any asset of any Loan Party or any Domestic Subsidiary, except Liens created pursuant to the Loan Documents or otherwise permitted hereunder.