None of (i) the execution and delivery by any Credit Party of this Amendment, (ii) the performance by any Credit Party of this Amendment or the Credit Agreement, to the extent such Credit Party is a party thereto, or (iii) compliance with the terms and provisions thereof, the Refinancing of the Existing Term B Loans, the making of the Refinancing Term B Loans and the Additional Term B Loans, the Revolving Credit Commitment Increase, the making of any Revolving Credit Loans on the Eighth Amendment Effective Date or the other transactions contemplated by this Amendment will (a) contravene any applicable provision of any law, statute, rule, regulation, order, writ, injunction or decree of any court or governmental instrumentality, except where such contravention could not reasonably be expected to have a Material Adverse Effect, (b) result in any breach of any of the terms, covenants, 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 the property or assets of the Parent Guarantor, the Borrower or any of the Restricted Subsidiaries (other than Liens created under the Credit Documents) pursuant to, the terms of any indenture, loan agreement, lease agreement, mortgage, deed of trust, agreement or other material instrument to which the Parent Guarantor, the Borrower or any of the Restricted Subsidiaries is a party or by which it or any of its property or assets is bound, except where such breach or default could not reasonably be expected to have a Material Adverse Effect or (c) violate any provision of the certificate of incorporation, by-laws or other constitutional documents of the Parent Guarantor, the Borrower or any of the Restricted Subsidiaries.