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, (b) will not violate (i) any applicable law or regulation or (ii) the charter, by-laws or other organizational documents of the Borrower or any of the Subsidiaries or (iii) any order of any Governmental Authority, (c) will not violate or result in a default under any indenture or other agreement or instrument binding upon the Borrower or any Subsidiary or its assets (excluding the Acquired Business) providing for committed or funded Indebtedness in an aggregate principal amount for all such Indebtedness of $150,000,000 or more, or give rise to a right thereunder to require any payment to be made by the Borrower or any Subsidiary, (d) will not violate or result in a default under any indenture or other agreement or instrument binding upon the Borrower or any Subsidiary or its assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any Subsidiary, and (e) will not result in the creation or imposition of any Lien on any asset of the Borrower or any Subsidiary, other than, in the case of clauses (b)(i), (b)(iii), (d) and (e), any such violations, conflicts, breaches or liens that individually or in the aggregate would not have a Material Adverse Effect.