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 or (ii) as could not reasonably be expected to result in a Material Adverse Effect, (b) will not violate any applicable law or regulation or the charter or bye-laws of the Borrower or any order of any Governmental Authority, in each case, 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 material contractual obligation binding upon the Borrower or any of its assets, except where such violation or default could not reasonably be expected to result in a Material Adverse Effect and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower.