Common use of Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc Clause in Contracts

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. Except to the extent that prior FCC or PUC consent is required in connection with the enforcement of creditors’ rights, or to levy upon a judgment, in order to transfer control of any Subsidiary which is an FCC licensee or is subject to any PUC, or in order to assign such Subsidiary’s Licenses to another entity, the execution, delivery and performance by the Borrower and its Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval or violate any Applicable Law relating to the Borrower or any of its Subsidiaries, (ii) conflict with, result in a breach of or constitute a default under (A) the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its Subsidiaries, (B) any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect or (C) any Governmental Approval relating to such Person except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon or with respect to any property or revenue now owned or hereafter acquired by such Person other than Liens arising under the Loan Documents, or (iv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement (other than those consents that have been obtained).

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. Except to the extent that prior FCC or PUC consent is required in connection with the enforcement of creditors’ rights, or to levy upon a judgment, in order to transfer control of any Subsidiary which is an FCC licensee or is subject to any PUC, or in order to assign such Subsidiary’s Licenses to another entity, the The execution, delivery and performance by the Borrower each Credit Party and its Subsidiaries each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, not (ia) require any Governmental Approval (other than a Governmental Approval that has been previously obtained and remains in full force and effect) or violate any Applicable Law relating to the Borrower any Credit Party or any of its SubsidiariesSubsidiary thereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (iib) conflict with, result in a breach of or constitute a default under (A) the articles of incorporation, bylaws or other organizational documents of the Borrower any Credit Party or any of its SubsidiariesSubsidiary thereof, (Bc) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect or (C) any Governmental Approval relating to such Person except where such conflictPerson, breach which could, individually or default could not in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiid) result in or require the creation or imposition of any Lien upon or with respect to any property or revenue now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents, or (ive) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement (other than those (i) consents, authorizations, filings or other acts or consents that for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds. Confidential Portions of this Exhibit marked as [***] have been obtained)omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. Except to the extent that prior FCC or PUC consent is required in connection with the enforcement of creditors’ rights, or to levy upon a judgment, in order to transfer control of any Subsidiary which is an FCC licensee or is subject to any PUC, or in order to assign such Subsidiary’s Licenses to another entity, the The execution, delivery and performance by each of the Borrower and its Subsidiaries each Restricted Subsidiary thereof of the Loan Documents and Transaction Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby (including the acquisition of the Legacy Gathering System) do not and will not, by the passage of time, the giving of notice or otherwise, (ia) require any Governmental Approval or violate any Applicable Law relating to any of the Borrower or any of its SubsidiariesRestricted Subsidiary thereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (iib) conflict with, result in a breach of or constitute a default under (A) the articles of incorporation, bylaws or other organizational documents of any of the Borrower or any of its SubsidiariesRestricted Subsidiary thereof, (Bc) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties Properties may be bound except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect or (C) any Governmental Approval relating to such Person except where such conflictPerson, breach which could, individually or default could not in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiid) result in or require the creation or imposition of any Lien upon or with respect to any property or revenue now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents, or (ive) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement (and the other Loan Documents, other than those (i) consents, authorizations, filings or other acts or consents that for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have been obtained)a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Mortgage filings with the applicable county recording office or register of deeds.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. Except to the extent that prior FCC or PUC consent is required in connection with the enforcement of creditors’ rights, or to levy upon a judgment, in order to transfer control of any Subsidiary which is an FCC licensee or is subject to any PUC, or in order to assign such Subsidiary’s Licenses to another entity, the The execution, delivery and performance by the Borrower and its Subsidiaries each Credit Party of the Loan Documents to which each such Person is a party, in accordance with their respective terms, terms and the Extensions of Credit hereunder and the transactions contemplated hereby (a) do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval or any consent by or approval of any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Borrower or any other Person), nor is any such Governmental Approval or other consent or approval necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect, (ii) the recordings and filings necessary to perfect the Liens created pursuant to the Security Documents, which were made or otherwise delivered to the Administrative Agent for filing and/or recordation as of the Funding Date, (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) the filing of any required documents with the SEC, (b) will not violate any Applicable Law relating (except for such violations that would not reasonably be expected to the Borrower have a Material Adverse Effect) or any of its Subsidiaries, (ii) conflict with, result in a breach of or constitute a default under (A) the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its SubsidiariesSubsidiary, (Bc) will not violate or result in a default under any indenture, agreement or other instrument evidencing Indebtedness over the Threshold Amount binding upon the Borrower or any Subsidiary or its Properties, or give rise to which a right thereunder to require any payment to be made by the Borrower or such Person is a party or by which any of its properties may be bound except where such conflict, breach or default could Subsidiary and (d) will not reasonably be expected to have a Material Adverse Effect or (C) any Governmental Approval relating to such Person except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon on any Property of the Borrower or with respect to any property or revenue now owned or hereafter acquired by such Person other than Liens arising under the Loan Documents, or (iv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement Subsidiary (other than those consents that have been obtainedPermitted Liens).

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. Except to the extent that prior FCC or PUC consent is required in connection with the enforcement of creditors’ rights, or to levy upon a judgment, in order to transfer control of any Subsidiary which is an FCC licensee or is subject to any PUC, or in order to assign such Subsidiary’s Licenses to another entity, the The execution, delivery and performance by the Borrower and its Subsidiaries each Credit Party of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit Term Loans hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ia) require any Governmental Approval or violate any Applicable Law relating to the Borrower any Credit Party or any of its SubsidiariesSubsidiary thereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (iib) conflict with, result in a breach of or constitute a default under (A) the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its SubsidiariesCredit Party, (Bc) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect or (C) any Governmental Approval relating to such Person except where such conflictPerson, breach which could, individually or default could not in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiid) result in or require the creation or imposition of any Lien upon or with respect to any property or revenue now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents, or (ive) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement (or any other Loan Document other than those (i) consents, authorizations, filings or other acts or consents that such as have been obtainedobtained or made and are in full force and effect (and copies of which have been provided to the Administrative Agent prior to the date hereof), (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) Facility Mortgage filings with the applicable county recording office or register of deeds. Without limiting the generality of the foregoing, all consents and approvals required from any Agency (including, without limitation, FHA and HUD) under any of the Agency Agreements and from any Investor under any of the Investor Agreements that are Material Contracts have been obtained by Credit Parties and provided to the Administrative Agent pursuant to Section 4.1(d) and are in full force and effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. Except to the extent that prior FCC or PUC consent is required in connection with the enforcement of creditors’ rights, or to levy upon a judgment, in order to transfer control of any Subsidiary which is an FCC licensee or is subject to any PUC, or in order to assign such Subsidiary’s Licenses to another entity, the The execution, delivery and performance by the Borrower each Credit Party and its Subsidiaries each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions Loans and other extensions of Credit credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (a) (i) on the Closing Date only, require any Governmental Approval or violate any material Applicable Law relating to the Borrower any Credit Party or any Subsidiary thereof and (ii) following the Closing Date, require any Governmental Approval or violate any material Applicable Law relating to any Credit Party or any Subsidiary thereof, for which the failure to obtain or violation of its Subsidiarieswhich would, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (iib) conflict with, result in a breach of or constitute a default under (A) the articles of incorporation, bylaws or other organizational documents of the Borrower any Credit Party or any of its SubsidiariesSubsidiary thereof, (Bc) conflict with, result in a breach of or constitute a default under any indenture, agreement agreement, Lease or other instrument to which such Person is a party or by which any of its properties may be bound except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect or (C) any Governmental Approval relating to such Person except where such conflictPerson, breach which would, individually or default could not in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiid) result in or require the creation or imposition of any Lien upon or with respect to any property or revenue now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents, or (ive) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement (other than those (i) consents, authorizations, filings or other acts or consents that for which the failure to obtain or make would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office, (iv) Mortgage filings with the applicable county recording office or register of deeds and (v) such as have been obtained)made or obtained and are in full force and effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. Except to the extent that prior FCC or PUC consent is required in connection with the enforcement of creditors’ rights, or to levy upon a judgment, in order to transfer control of any Subsidiary which is an FCC licensee or is subject to any PUC, or in order to assign such Subsidiary’s Licenses to another entity, the The execution, delivery and performance by the Borrower each Credit Party and its Subsidiaries each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ia) require any Governmental Approval or violate any Applicable Law relating to the Borrower any Credit Party or any of its SubsidiariesSubsidiary thereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (iib) conflict with, result in a breach of or constitute a default under (A) the articles of incorporation, bylaws or other organizational documents of the Borrower any Credit Party or any of its SubsidiariesSubsidiary thereof, (Bc) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect or (C) any Governmental Approval relating to such Person except where such conflictPerson, breach which could, individually or default could not in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiid) result in or require the creation or imposition of any Lien upon or with respect to any property or revenue now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents, or (ive) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement (other than those (i) consents, authorizations, filings or other acts or consents that for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have been obtained)a Material Adverse Effect, (ii) consents or filings under the UCC and the PPSA, (iii) filings with the United States Copyright Office, the United States Patent and Trademark Office and/or the Canadian Intellectual Property Office, (iv) the filing of the U.K. Security Agreement with Companies House, U.K., (v) Mortgage filings with the applicable county recording office or register of deeds and (vi) the recording of the pledges over the shares of the Spanish Guarantors in the relevant corporate books.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. Except to the extent that prior FCC or PUC consent is required in connection with the enforcement of creditors’ rights, or to levy upon a judgment, in order to transfer control of any Subsidiary which is an FCC licensee or is subject to any PUC, or in order to assign such Subsidiary’s Licenses to another entity, the The execution, delivery and performance by the Borrower and its Subsidiaries each Credit Party of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (ia) require any Governmental Approval or violate any Applicable Law relating to the Borrower any Credit Party or any of its SubsidiariesSubsidiary thereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (iib) conflict with, result in a material breach of, or constitute a default under the articles of incorporation, bylaws or other organizational documents of any Credit Party or any Subsidiary thereof, (c) conflict with, result in a breach of or constitute a default under (A) the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its Subsidiaries, (B) any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect or (C) any Governmental Approval relating to such Person except where such conflictPerson, breach which could, individually or default could not in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiid) result in or require the creation or imposition of any Lien upon or with respect to any property or revenue now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents, or (ive) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement (other than those (i) consents, authorizations, filings or other acts or consents that for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have been obtained)a Material Adverse Effect, (ii) consents or filings under the UCC and (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. Except to the extent that prior FCC or PUC consent is required in connection with the enforcement of creditors’ rights, or to levy upon a judgment, in order to transfer control of any Subsidiary which is an FCC licensee or is subject to any PUC, or in order to assign such Subsidiary’s Licenses to another entity, the The execution, delivery and performance by the Borrower and its Subsidiaries each Credit Party of the Loan Documents to which each such Person is a party, in accordance with their respective terms, terms and the Extensions of Credit hereunder and the transactions contemplated hereby (a) do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval or any consent by or approval of any other third Person (including shareholders or any class of directors, whether interested or disinterested, of the Borrower or any other Person), nor is any such Governmental Approval or other consent or approval necessary for the validity or enforceability of any Loan Document or the consummation of the transactions contemplated thereby, except (i) such as have been obtained or made and are in full force and effect, (ii) the recordings and filings necessary to perfect the Liens created pursuant to the Security Documents, which were made or otherwise delivered to the Administrative Agent for filing and/or recordation as of the Funding Date, (iii) those third party approvals or consents which, if not made or obtained, would not cause a Default hereunder or could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and (iv) the filing of any required documents with the SEC, (b) will not violate any Applicable Law relating (except for such violations that would not reasonably be expected to the Borrower have a Material Adverse Effect) or any of its Subsidiaries, (ii) conflict with, result in a breach of or constitute a default under (A) the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its SubsidiariesRestricted Subsidiary, (Bc) will not violate or result in a default under any indenture, agreement or other instrument evidencing Indebtedness over the Threshold Amount binding upon the Borrower or any Restricted Subsidiary or its Properties, or give rise to which a right thereunder to require any payment to be made by the Borrower or such Person is a party or by which any of its properties may be bound except where such conflict, breach or default could Restricted Subsidiary and (d) will not reasonably be expected to have a Material Adverse Effect or (C) any Governmental Approval relating to such Person except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect, (iii) result in or require the creation or imposition of any Lien upon on any Property of the Borrower or with respect to any property or revenue now owned or hereafter acquired by such Person other than Liens arising under the Loan Documents, or (iv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement Restricted Subsidiary (other than those consents that have been obtainedPermitted Liens).

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. Except to the extent that prior FCC or PUC consent is required in connection with the enforcement of creditors’ rights, or to levy upon a judgment, in order to transfer control of any Subsidiary which is an FCC licensee or is subject to any PUC, or in order to assign such Subsidiary’s Licenses to another entity, the The execution, delivery and performance by the Borrower and its Restricted Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval or violate any Applicable Law relating to the Borrower or any of its SubsidiariesRestricted Subsidiaries where the failure to obtain such Governmental Approval or such violation of Applicable Law could reasonably be expected to have a Material Adverse Effect, (ii) conflict with, result in a breach of or constitute a default under (A) the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its Restricted Subsidiaries, (Biii) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect or (C) any Governmental Approval relating to such Person except where such conflict, breach or default that could not reasonably be expected to have a Material Adverse Effect, (iiiiv) result in or require the creation or imposition of any Lien upon or with respect to any property or revenue now owned or hereafter acquired by such Person other than Liens arising under the Loan Documents, Documents and Permitted Liens or (iv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement (other than those consents, authorizations, filings or other acts or consents that have been obtained)obtained or made or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect and other than consents or filings under the UCC.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. Except to the extent that prior FCC or PUC consent is required in connection with the enforcement of creditors’ rights, or to levy upon a judgment, in order to transfer control of any Subsidiary which is an FCC licensee or is subject to any PUC, or in order to assign such Subsidiary’s Licenses to another entity, the The execution, delivery and performance by the Borrower each Credit Party and its Subsidiaries each Subsidiary thereof of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ia) require any Governmental Approval or violate any Applicable Law relating to the Borrower any Credit Party or any of its SubsidiariesSubsidiary thereof where the failure to obtain such Governmental Approval or such violation could reasonably be expected to have a Material Adverse Effect, (iib) conflict with, result in a breach of or constitute a default under (A) the articles of incorporation, bylaws or other organizational documents of the Borrower any Credit Party or any of its SubsidiariesSubsidiary thereof, (Bc) conflict with, result in a breach of or constitute a default under any indenture, agreement Material Contract or other instrument to which such Person is a party or by which any of its properties may be bound except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect or (C) any Governmental Approval relating to such Person except where such conflictPerson, breach which could, individually or default could not in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiid) result in or require the creation or imposition of any Lien upon or with respect to any property or revenue now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents, or (ive) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement (other than those (i) consents, authorizations, filings or other acts or consents for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (ii) consents or filings under the UCC or with respect to the Collateral to be made, or otherwise delivered to Administrative Agent for filing and/or recordation, as of the Closing Date, (iii) filings with the United States Copyright Office and/or the United States Patent and Trademark Office and (iv) consents and authorizations that have been obtained)obtained and are in full force and effect.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. Except to the extent that prior FCC or PUC consent is required in connection with the enforcement of creditors’ rights, or to levy upon a judgment, in order to transfer control of any Subsidiary which is an FCC licensee or is subject to any PUC, or in order to assign such Subsidiary’s Licenses to another entity, the The execution, delivery and performance by the Borrower and its Restricted Subsidiaries of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby do not and will not, by the passage of time, the giving of notice or otherwise, (i) require any Governmental Approval or violate any Applicable Law relating to the Borrower or any of its SubsidiariesRestricted Subsidiaries where the failure to obtain such Governmental Approval or such violation of Applicable Law could reasonably be expected to have a Material Adverse Effect, (ii) conflict with, result in a breach of or constitute a default under (A) the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its Restricted Subsidiaries, (Biii) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect or (C) any Governmental Approval relating to such Person except where such conflict, breach or default that could not reasonably be expected to have a Material Adverse Effect, (iiiiv) result in or require the creation or imposition of any Lien upon or with respect to any property or revenue now owned or hereafter acquired by such Person other than Liens arising under the Loan Documents, Documents and Permitted Liens or (ivv) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority Authority, and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement (other than those consents, authorizations, filings or other acts or consents that have been obtained)obtained or made or for which the failure to obtain or make could not reasonably be expected to have a Material Adverse Effect and other than consents or filings under the UCC and recording of any Mortgages.

Compliance of Agreement, Loan Documents and Borrowing with Laws, Etc. Except to the extent that prior FCC or PUC consent is required in connection with the enforcement of creditors’ rights, or to levy upon a judgment, in order to transfer control of any Subsidiary which is an FCC licensee or is subject to any PUC, or in order to assign such Subsidiary’s Licenses to another entity, the The execution, delivery and performance by the Borrower and its Subsidiaries each Credit Party of the Loan Documents to which each such Person is a party, in accordance with their respective terms, the Extensions of Credit hereunder and the transactions contemplated hereby or thereby do not and will not, by the passage of time, the giving of notice or otherwise, (ia) require any Governmental Approval or violate any Applicable Law relating to any Credit Party where the Borrower failure to obtain such Governmental Approval or any of its Subsidiariessuch violation could reasonably be expected to have a Material Adverse Effect, (iib) conflict with, result in a breach of or constitute a default under (A) the articles of incorporation, bylaws or other organizational documents of the Borrower or any of its SubsidiariesCredit Party, (Bc) conflict with, result in a breach of or constitute a default under any indenture, agreement or other instrument to which such Person is a party or by which any of its properties may be bound except where such conflict, breach or default could not reasonably be expected to have a Material Adverse Effect or (C) any Governmental Approval relating to such Person except where such conflictPerson, breach which could, individually or default could not in the aggregate, reasonably be expected to have a Material Adverse Effect, (iiid) result in or require the creation or imposition of any Lien upon or with respect to any property or revenue now owned or hereafter acquired by such Person other than Permitted Liens arising under the Loan Documents, or (ive) require any consent or authorization of, filing with, or other act in respect of, an arbitrator or Governmental Authority and no consent of any other Person is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement (other than those (i) consents, authorizations, filings or other acts or consents that for which the failure to obtain or make could not, individually or in the aggregate, reasonably be expected to have been obtained)a Material Adverse Effect, (ii) consents or filings under the UCC, the PPSA or the CCQ (iii) filings with the United States Copyright Office, the United States Patent and Trademark Office and/or the Canadian Intellectual Property Office, (iv) Mortgages and (v) consents or filings made or obtained and in full force and effect.