Neither the execution, delivery and performance by each Loan Party of the Loan Documents to which it is a party, nor compliance with the provisions thereof nor the consummation of the transactions therein contemplated will (a) breach or violate any applicable Requirement of Law or (b) conflict with or result in the breach of any of the terms, conditions or provisions of, or constitute a default under or result in the creation or imposition of (or the obligation to create or impose) any Lien upon any of its property or assets pursuant to the terms of, (i) the New Credit Agreement, the Senior Notes, any Senior Notes Indenture, the Prior Revolving Credit Agreement or any other indenture, agreement or instrument evidencing or governing Material Indebtedness or (ii) any other indenture, agreement or other instrument to which the Borrower or any of its Restricted Subsidiaries is party or by which any property or asset of it or any of its Restricted Subsidiaries is bound or to which it is subject, except for breaches, violations and defaults under clauses (a) and (b)(ii) that collectively for the Loan Parties would not have a Material Adverse Effect or (c) violate the charter or bylaws or other organizational documents of the Borrower or any Restricted Subsidiary.