The execution, delivery and performance of this Agreement and the other Loan Documents by the Borrower (a) do not require, on the part of Borrower, any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, (b) will not violate any provision of the certificate of incorporation or the by-laws of the Borrower or any provision of any law or regulation presently in effect or any order of any Governmental Authority having applicability to the Borrower, (c) will not result in, or require, the creation or imposition of any Lien on any of the Borrower’s properties or revenues pursuant to any requirement of law, and (d) will not violate or result in a default under any indenture, agreement or other instrument to which the Borrower is a party and which is binding upon the Borrower or its assets in any case in which the consequences of such violation or default would reasonably be expected to have a Material Adverse Effect.