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) any filings with the Securities and Exchange Commission or (iii) as would not be reasonably likely to have a Material Adverse Effect and (b) will not violate, or constitute a default under, any provision of applicable law or regulation or the charter, by‑laws or other organizational documents of the Borrower or any of the Restricted Subsidiaries or any order of any Governmental Authority or any indenture, agreement, instrument, judgment or order to which the Borrower or any Restricted Subsidiary is a party or by which it or any of its material assets or properties may be bound or affected if such violation or default would be reasonably likely to have a Material Adverse Effect.