The execution and delivery of each Loan Document by each Loan Party thereto and the performance by such Loan Party thereof (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) in connection with the Perfection Requirements and (iii) such consents, approvals, registrations, filings or other actions the failure to obtain or make which could not be reasonably expected to have a Material Adverse Effect, (b) will not violate any (i) of such Loan Party’s Organizational Documents or (ii) Requirement of Law applicable to such Loan Party which violation, in the case of this clause (b)(ii) , could reasonably be expected to have a Material Adverse Effect and (c) will not violate or result in a default under (i) the Senior Unsecured Notes Indenture or (ii) any other material Contractual Obligation to which such Loan Party is a party which violation, in the case of this clause (c) , could reasonably be expected to result in a Material Adverse Effect.