The Neither (a) the execution, delivery and performance by the Loan Parties of the Loan Documents (a) do not require , nor (b) when a Covenant Suspension Period is not in effect, (x) the grant by any Loan Party of the Liens granted by it pursuant to the Collateral Documents, and (y) the perfection of the Liens created under the Collateral Documents: (i) requires any consent or approval of, registration or filing with, or any other action by, any Governmental Authority, except (A)  such as have been obtained or made and are in full force and effect (except for any reports required to be filed by Parent Holdings or any Borrower with the SEC pursuant to the Securities Exchange Act of 1934; provided that the failure to make any such filings shall not affect the validity or enforceability of this Agreement) or waived and those the failure of which to make or obtain would not reasonably be expected to have a Material Adverse Effect, (b) will not and (B) solely in the case of clauses (b)(x) and (y) of this Section 3.3, filings and registrations necessary to perfect the Liens on the Collateral, if any, granted by the Loan Parties in favor of the Administrative Agent for the benefit of the Secured Parties, (ii) will violate any applicable law or regulation or any order of any Governmental Authority, in each case applicable to or binding upon the Loan Parties or any of their respective property, except as would not reasonably be expected to have a Material Adverse Effect, ( c iii ) will not violate any charter, by-laws or other organizational document of any Loan Party, except as would not reasonably be expected to have a Material Adverse Effect and or ( d iv ) will not violate or result in a default under any indenture, agreement or other instrument binding upon any Loan Party or its respective property, except as would not reasonably be expected to have a Material Adverse Effect.