The execution, delivery and performance by each Obligor of each Note Document to which such Person is a party, and the consummation of the Transaction (a) are within such Obligor’s corporate or other powers, (b) have been duly authorized by all necessary corporate, limited liability company or other organizational action and (c) do not and will not (i) contravene the terms of any of such Person’s Organization Documents, (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under (other than under the Note Documents and other than Liens permitted under Section 10.1 ), (iii) violate or require any payment to be made under any Contractual Obligation to which such Person is a party or affecting such Person or the Properties of such Person or any of its Restricted Subsidiaries, or (iv) violate any material Requirement of Law; except, with respect to any conflict, breach, contravention or payment (but not creation of Liens) referred to in clause (b) , to the extent that such conflict, breach, contravention or payment would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.