Each Borrower will comply, and cause each Subsidiary to comply, with the requirements of all applicable Laws and Material Contracts, except to the extent that failure to so comply would not reasonably be expected to (a) have a Material Adverse Effect, (b) result in any Lien upon either (i) a material portion of the assets of any such Person in favor of any Governmental Authority, or (ii) any Collateral constituting material Intellectual Property or (c) in the case of the Closing Date Intercompany Agreements, result in a reduction of the amount of cash and cash equivalents paid to Borrower by the Excluded Foreign Subsidiaries pursuant to the terms thereof in any material respect.