Common use of Authorization and Contravention Clause in Contracts

Authorization and Contravention. The execution and delivery by each Loan Party of each Loan Document to which it is a party and the performance by such Loan Party of its obligations thereunder (a) are within the corporate or organizational power of such Loan Party; (b) will have been duly authorized by all necessary limited liability company, corporate, or partnership action on the part of such Loan Party when such Loan Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document), (d) will not violate any provision of the charter, bylaws, organizational documents, or partnership agreement of such Loan Party; (e) will not violate any provision of Law applicable to such Loan Party, other than such violations which individually or collectively would not reasonably be expected to constitute a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which such Loan Party is a party, other than such violations which would not reasonably be expected to constitute a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Loan Party, other than as contemplated by this Agreement. Each Loan Party has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan Documents except where the failure to so obtain would not reasonably be expected to be a Material Adverse Event.

Authorization and Contravention. The execution and delivery by each Loan Party Restricted Company of each Loan Document Paper to which it is a party and the performance by such Loan Party Restricted Company of its obligations thereunder (a) are within the corporate or organizational power of such Loan Party; Restricted Company, (b) will have been duly authorized by all necessary limited liability company, corporate, or partnership corporate action on the part of such Loan Party Restricted Company when such Loan Document Paper is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document)Paper) other than, on or prior to the satisfaction of the conditions precedent set forth in SECTION 5.4, the Special Regulatory Approvals, (d) will not violate any provision of the charter, bylaws, organizational documents, charter or partnership agreement bylaws of such Loan Party; Restricted Company, (e) will not violate any provision of Law applicable to such Loan Partyit, other than such violations which individually or collectively would could not reasonably be expected to constitute a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which such Loan Party it is a party, other than such violations which would could not reasonably be expected to constitute a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Loan Party, other than as contemplated by this AgreementConsolidated Company. Each Loan Party has The Restricted Companies have (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan Documents except where the failure to so obtain would not reasonably be expected to be a Material Adverse EventPapers.

Authorization and Contravention. The execution and delivery by each Loan Party of each Loan Document to which it is a party and the performance by such Loan Party of its obligations thereunder (a) are within the corporate or organizational power of such Loan Party; (b) will have been duly authorized by all necessary limited liability company, corporate, or partnership action on the part of such Loan Party when such Loan Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Effective Date (or if later, the date of execution and delivery of such Loan Document), (d) will not violate any provision of the charter, bylaws, organizational documents, or partnership agreement Partnership Agreement of such Loan Party; , (e) will not violate any provision of Law applicable to such Loan Party, other than such violations which individually or collectively would could not reasonably be expected to constitute a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which such Loan Party is a party, other than such violations which would could not reasonably be expected to constitute a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Loan Party, other than as contemplated by this Agreement. Each Loan Party has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan Documents except where the failure to so obtain would not reasonably be expected to be a Material Adverse EventDocuments.

Authorization and Contravention. The execution and delivery by each Loan Party Company of each Loan Document to which it is a party and the performance by such Loan Party Company of its obligations thereunder (a) are within the corporate corporate, partnership, or organizational limited liability company power of such Loan Party; Company, (b) will have been duly authorized by all necessary corporate, partnership, or limited liability company, corporate, or partnership company action on the part of such Loan Party Company when such Loan Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document), (d) will not violate any provision of the charter, bylaws, organizational documentslimited liability company agreement, partnership agreement, or partnership agreement Credit Agreement 60 other organizational documents of such Loan Party; Company, (e) will not violate any provision of Law applicable to such Loan PartyCompany, other than such violations which individually or collectively would could not reasonably be expected to constitute be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which such Loan Party is a partyMaterial Agreements, other than such violations which would could not reasonably be expected to constitute be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Loan PartyCompany, other than as contemplated expressly permitted by this Agreementthe Loan Documents. Each Loan Party Company has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect the American Merger and any other asset transfer, change of control, merger, or consolidations consolidation permitted by the Loan Documents Documents, except where the failure to so obtain would not such consents or approvals could not, individually or collectively, reasonably be expected to be a Material Adverse Event.

Authorization and Contravention. The execution execution, delivery, and delivery performance by each Loan Party Borrower of each Loan Document to which it is a party Paper and the performance by such Loan Party of its obligations thereunder (a) are within the corporate or organizational power of such Loan Party; Borrower, (b) will have been duly authorized by all necessary limited liability company, corporate, or partnership corporate action on the part of such Loan Party Borrower when such Loan Document Paper is executed and delivered, (c) require no action by or in respect of, consent of, or filing with, any Governmental Authority, which action action, consent, or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document)Date, (d) will not violate any provision of the chartercharter or bylaws of Borrower, bylaws, organizational documents, or partnership agreement of such Loan Party; (e) will not violate any provision of Law applicable to such Loan Partyit, other than such violations which individually or collectively would could not reasonably be expected to constitute a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which such Loan Party it is a party, other than such violations which would could not reasonably be expected to constitute a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Loan PartyConsolidated Company that is material in relation to the Consolidated Companies taken as a whole. On and as of the MCI Merger Date, other than as contemplated by this Agreement. Each Loan Party has (no action by, or will have upon consummation thereof) all necessary consents and approvals of in respect of, consent of, or filing with, any Person or Governmental Authority or other Person is required in connection with the MCI Merger which has not been obtained or performed on or prior to the MCI Merger Date or the failure of which to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan Documents except where the failure to so obtain performed would not reasonably be expected to be a Material Adverse Event.. 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT

Authorization and Contravention. The execution and delivery by each Loan Party Company of each Loan Document to which it is a party and the performance by such Loan Party Company of its obligations thereunder (a) are within the corporate corporate, partnership, or organizational limited liability company power of such Loan Party; Company, (b) will have been duly authorized by all necessary corporate, partnership, or limited liability company, corporate, or partnership company action on the part of such Loan Party Company when such Loan Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document), (d) will not violate any provision of the charter, bylaws, organizational documentslimited liability company agreement, partnership agreement, or partnership agreement other organizational documents of such Loan Party; Company, (e) will not violate any provision of Law applicable to such Loan PartyCompany, other than OTHER THAN such violations which individually or collectively would could not reasonably be expected to constitute be a Material Adverse Event, (f) will not violate any material written or oral agreementsMaterial Agreements, contracts, commitments, or understandings to which such Loan Party is a party, other than OTHER THAN such violations which would could not reasonably be expected to constitute be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Company, OTHER THAN as expressly permitted by the Loan Party, other than as contemplated by this AgreementDocuments. Each Loan Party Company has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect the American Merger and any other asset transfer, change of control, merger, or consolidations consolidation permitted by the Loan Documents except Documents, EXCEPT where the failure to so obtain would not such consents or approvals could not, individually or collectively, reasonably be expected to be a Material Adverse Event.

Authorization and Contravention. The execution and delivery by each Loan Party Company and Guarantor that is a legal entity of each Loan Document Paper to which it is a party and the performance by such Loan Party Company and Guarantor of its obligations thereunder (a) are within the corporate corporate, partnership, or organizational power trust power, as applicable, of such Loan Party; Company or Guarantor, (b) will have been duly authorized by all necessary limited liability company, corporate, trust, partnership, or partnership other action on the part of such Loan Party Company or Guarantor when such Loan Document Paper is executed and delivered, and (c) will not violate any provision of the charter, bylaws, trust agreement, or partnership agreement of such Company or Guarantor. The execution and delivery by each Company and Guarantor of each Loan Paper to which it is a party and the performance by such Company and Guarantor of its obligations thereunder (a) require no action by by, or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan DocumentPaper), (d) will not violate any provision of the charter, bylaws, organizational documents, or partnership agreement of such Loan Party; (eb) will not violate any provision of Law applicable to such Loan Partyit, other than such violations which individually or collectively would could not reasonably be expected to constitute a Material Adverse Event, (fc) will not violate any material written or oral agreements, contracts, commitments, or understandings to which such Loan Party it is a party, other than such violations which would could not reasonably be expected to constitute a Material Adverse Event, or and (gd) will not result in the creation or imposition of any Lien on any asset of any Loan PartyCompany or Guarantor, other than as contemplated by this AgreementPermitted Liens. Each Loan Party has The Companies and Guarantors have (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, acquisition or consolidations transfer permitted by the Loan Documents except where Papers, including, without limitation, the failure to so obtain would not reasonably be expected to be a Material Adverse EventTowers Acquisition and any Towers Sale.

Authorization and Contravention. The execution and delivery by each Loan Party of each Loan Document to which it is a party and the performance by such Loan Party of its obligations thereunder (a) are within the corporate or organizational power of such Loan Party; (b) will have been duly authorized by all necessary limited liability company, corporate, or partnership action on the part of such Loan Party when such Loan Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document), (d) will not violate any provision of the charter, bylaws, organizational documents, or partnership agreement Partnership Agreement of such Loan Party; , (e) will not violate any provision of Law applicable to such Loan Party, other than such violations which individually or collectively would could not reasonably be expected to constitute a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which such Loan Party is a party, other than such violations which would could not reasonably be expected to constitute a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Loan Party, other than OTHER THAN as contemplated by this Agreement. Each Loan Party has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan Documents except where the failure to so obtain would not reasonably be expected to be a Material Adverse EventDocuments.

Authorization and Contravention. The execution and delivery by each Loan Party of each Loan Document Paper to which it is a party and the performance by such Loan Party of its obligations thereunder (a) are within the corporate or organizational partnership power of such Loan Party; , (b) will have been duly authorized by all necessary limited liability company, corporate, corporate or partnership action on the part of such Loan Party when such Loan Document Paper is executed and delivered, (c) require no Authorization, waiver, formal exemption from, or other action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan DocumentPaper), EXCEPT such actions which if not taken could not be a Material Adverse Event, (d) will not violate any provision of the charter, bylaws, organizational documents, or partnership agreement of such Loan Party; , (e) will not violate any provision of Law applicable to such Loan Partyit, other than OTHER THAN such violations which individually or collectively would could not reasonably be expected to constitute a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which such Loan Party it is a party, other than OTHER THAN such violations which would could not reasonably be expected to constitute a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Loan Party, other than OTHER THAN as contemplated by this Agreement. Each Loan Party has The Companies have (or will have upon consummation thereof) all necessary consents Authorizations, exemptions, filings, declarations, regulations, consents, and approvals of any Person or Governmental Authority required to be obtained in order to effect any Permitted Acquisition, asset transfer, change of control, merger, or consolidations consolidation permitted by the Loan Documents except where Papers, EXCEPT those consents, approvals, Authorizations, exemptions, filings, declarations, or registrations, the failure of which to so obtain would not be a Material Adverse Event and would not reasonably be expected to impair the value of the Companies or the benefit to be a Material Adverse Eventderived from any such transaction.

Authorization and Contravention. (a) The execution and delivery by each Loan Party Company and Guarantor of each Loan Document Paper to which it is a party and the performance by such Loan Party Company and Guarantor of its obligations thereunder (a) are within the corporate or organizational power of such Loan Party; Company or Guarantor, (b) will have been duly authorized by all necessary limited liability company, corporate, corporate or partnership action on the part of such Loan Party Company or Guarantor when such Loan Document Paper is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan DocumentPaper), (d) will not violate any provision of the charter, bylaws, organizational documents, or partnership agreement of such Loan Party; Company or Guarantor, (e) will not violate any provision of Law applicable to such Loan Partyit, other than such violations which individually or collectively would could not reasonably be expected to constitute a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which such Loan Party it is a party, other than such violations which would could not reasonably be expected to constitute a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Loan Party, other than as contemplated by this AgreementCompany or Guarantor. Each Loan Party has The Companies and Guarantors have (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan Documents except where the failure to so obtain would not reasonably be expected to be a Material Adverse EventPapers.

Authorization and Contravention. The execution and delivery by each ------------------------------- Loan Party of each Loan Document to which it is a party and the performance by such Loan Party of its obligations thereunder (a) are within the corporate or organizational power of such Loan Party; (b) will have been duly authorized by all necessary limited liability company, corporate, or partnership action on the part of such Loan Party when such Loan Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document), (d) will not violate any provision of the charter, bylaws, organizational documents, or partnership agreement Partnership Agreement of such Loan Party; , (e) will not violate any provision of Law applicable to such Loan Party, other than such violations which individually or collectively would could not reasonably be expected to constitute a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which such Loan Party is a party, other than such violations which would could not reasonably be expected to constitute a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Loan Party, other than as contemplated by this Agreement. Each Loan Party has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan Documents except where the failure to so obtain would not reasonably be expected to be a Material Adverse EventDocuments.

Authorization and Contravention. The execution and delivery by each Loan Party of each Loan Document to which it is a party and the performance by such Loan Party of its obligations thereunder (a) are within the corporate or organizational power of such Loan Party; (b) will have been duly authorized by all necessary limited liability company, corporate, or partnership organizational action on the part of such Loan Party when such Loan Document is executed and delivered, (c) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document), (d) will not violate any provision of the charter, bylaws, organizational documents, or partnership agreement Constituent Documents of such Loan Party; , (e) will not violate any provision of Law applicable to such Loan Partyit, other than such violations which individually or collectively would could not reasonably be expected to constitute a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings Material Agreements to which such Loan Party it is a party, other than such violations which would could not reasonably be expected to constitute a Material Adverse Event, or and (g) will not result in the creation or imposition of any Lien on any asset of any Loan Party, other than as contemplated by this Agreement. Each Loan Party has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan Documents except where the failure to so obtain would not reasonably be expected to be a Material Adverse EventDocuments.

Authorization and Contravention. The execution and delivery by Borrower and each Loan Party Guarantor of each Loan Document to which it is a party and the performance by such Loan Party Borrower and each Guarantor of its obligations thereunder (a) are within the corporate or organizational power of such Loan Party; Company, (b) will have been duly authorized by all necessary limited liability company, corporate, corporate or partnership action on the part of such Loan Party Company when such Loan Document is executed and delivered, (c) require no consent of, action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan Document)) other than, on or prior to the satisfaction of the covenants set forth in SECTION 9.33, the Special Regulatory Approvals and the Transfer Approvals, (d) will not violate any provision of the charter, bylaws, organizational documents, or partnership agreement of such Loan Party; Company, (e) will not violate any provision of Law applicable to such Loan Partyit, other than such violations which individually or collectively would could not reasonably be expected to constitute a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which such Loan Party it is a party, other than such violations which would could not reasonably be expected to constitute a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Loan Party, Company other than as contemplated by pursuant to this Agreement. Each Loan Party has The Companies have (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority other than, on or prior to the satisfaction of the covenants set forth in SECTION 9.33, the Special Regulatory Approvals, or Transfer Approvals, required to be obtained in order to effect any asset transfer, change of control, merger, or consolidations permitted by the Loan Documents except where the failure to so obtain would not reasonably be expected to be a Material Adverse EventDocuments.

Authorization and Contravention. The execution and delivery by each Loan Party Borrower of each Loan Document Paper to which it is a party and the performance by such Loan Party Borrower of its obligations thereunder (a) are within the corporate or organizational partnership power of such Loan Party; Borrower, (b) will have been duly authorized by all necessary limited liability company, corporate, or partnership action on the part of such Loan Party Borrower when such Loan Document Paper is executed and delivered, and (c) will not violate any provision of its partnership agreement. The execution and delivery by Borrower of each Loan Paper to which it is a party and the performance by Borrower of its obligations thereunder (w) require no action by or in respect of, or filing with, any Governmental Authority, which action or filing has not been taken or made on or prior to the Closing Date (or if later, the date of execution and delivery of such Loan DocumentPaper), (d) will not violate any provision of the charter, bylaws, organizational documents, or partnership agreement of such Loan Party; (ex) will not violate any provision of Law applicable to such Loan Partyit, other than such violations which individually or collectively would could not reasonably be expected to constitute a Material Adverse Event, (fy) will not violate any material written or oral agreements, contracts, commitments, or understandings to which such Loan Party it is a party, other than such violations which would could not reasonably be expected to constitute a Material Adverse Event, or (gz) will not result in the creation or imposition of any Lien on any asset of any Loan PartyBorrower, other than as contemplated by this AgreementPermitted Liens. Each Loan Party Borrower has (or will have upon consummation thereof) all necessary consents and approvals of any Person or Governmental Authority required to be obtained in order to effect any asset transferacquire certain of the Collateral. Binding Effect . Upon execution and delivery by all parties thereto, change each Loan Paper will constitute a legal, valid, and binding obligation of controlBorrower, mergerenforceable against Borrower in accordance with its terms, or consolidations permitted except as enforceability may be limited by the Loan Documents except where the failure to so obtain would not reasonably be expected to be a Material Adverse Eventapplicable Debtor Relief Laws and general principles of equity.