Common use of Compliance with Other Agreements and Applicable Laws Clause in Contracts

Compliance with Other Agreements and Applicable Laws. (a) Borrower and Guarantor are not in default under, or in violation of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound where such default or violation would have a Material Adverse Effect, except as set forth on Schedule 7.7 (a) to the Information Certificate. Borrower and Guarantor are each in compliance in all respects with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any foreign, Federal, State or local Governmental Authority where the failure to so comply would have a Material Adverse Effect. (b) Borrower has obtained all material permits, licenses, approvals, consents, certificates, orders or authorizations of any Governmental Authority required for the lawful conduct of its business (the "Permits"). Schedule 7.7(b) to the Information Certificate sets forth all of the Permits issued to or held by Borrower as of the date hereof by any Federal, State or local Governmental Authority and any applications pending by Borrower with such Federal, State or local Governmental Authority. The Permits constitute all permits, licenses, approvals, consents, certificates, orders or authorizations necessary for Borrower to own and operate its business as presently conducted or proposed to be conducted where the failure to have such Permits would have a Material Adverse Effect. All of the Permits are valid and subsisting and in full force and effect. There are no actions, claims or proceedings pending or threatened that seek the revocation, cancellation, suspension or modification of any of the Permits.

Compliance with Other Agreements and Applicable Laws. (a) Borrower Except as set forth in Schedule 8.7 hereto, each Borrower, Guarantor and Guarantor are their Subsidiaries is not in default in any respect under, or in violation in any respect of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound where such with respect to which the default or violation of which would have a Material Adverse Effect. Each Borrower, except as set forth on Schedule 7.7 (a) to the Information Certificate. Borrower Guarantor and Guarantor are each their Subsidiaries is in compliance in all respects with the requirements of all applicable provisions of laws, rules, regulations, licenses, permits, approvals regulations and orders of any foreign, Federal, State or local Governmental Authority where relating to its business, including, without limitation, those set forth in or promulgated pursuant to the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, ERISA, the Code, as amended, and the rules and regulations thereunder, and all Environmental Laws with respect to which the failure to so comply would have a Material Adverse Effect. (b) Borrower Each Borrower, Guarantor and their Subsidiaries has obtained all material permits, licenses, approvals, consents, certificates, orders or authorizations of any Governmental Authority (the "Permits") required for the lawful conduct of its business (where the "Permits"). Schedule 7.7(b) failure to the Information Certificate sets forth all of the Permits issued to or held by Borrower as of the date hereof by any Federal, State or local Governmental Authority and any applications pending by Borrower with obtain such Federal, State or local Governmental AuthorityPermit would have a Material Adverse Effect. The Permits constitute all permits, licenses, approvals, consents, certificates, orders or authorizations necessary for Borrower each Borrower, Guarantor and their Subsidiaries to own and operate its business as presently conducted or proposed to be conducted where the failure to have such Permits would have a Material Adverse Effect. All of the Permits are valid and subsisting and in full force and effect. There are no actions, claims or proceedings pending or to the best of each Borrower's knowledge, threatened that seek the revocation, cancellation, suspension or modification of any of the PermitsPermits which would have a Material Adverse Effect.

Compliance with Other Agreements and Applicable Laws. (a) Borrower Except as set forth in Schedule 5.07 hereto, each Borrower, Guarantor and Guarantor are their Subsidiaries is not in default in any respect under, or in violation in any respect of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound where such with respect to which the default or violation of which would have a Material Adverse Effect. Each Borrower, except as set forth on Schedule 7.7 (a) to the Information Certificate. Borrower Guarantor and Guarantor are each their Subsidiaries is in compliance in all respects with the requirements of all applicable provisions of laws, rules, regulations, licenses, permits, approvals regulations and orders of any foreign, Federal, State or local Governmental Authority where relating to its business, including, without limitation, those set forth in or promulgated pursuant to the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, ERISA, the Code, as amended, and the rules and regulations thereunder, and all Environmental Laws with respect to which the failure to so comply would have a Material Adverse Effect. (b) Borrower Each Borrower, Guarantor and their Subsidiaries has obtained all material permits, licenses, approvals, consents, certificates, orders or authorizations of any Governmental Authority (the "Permits") required for the lawful conduct of its business (where the "Permits"). Schedule 7.7(b) failure to the Information Certificate sets forth all of the Permits issued to or held by Borrower as of the date hereof by any Federal, State or local Governmental Authority and any applications pending by Borrower with obtain such Federal, State or local Governmental AuthorityPermit would have a Material Adverse Effect. The Permits constitute all permits, licenses, approvals, consents, certificates, orders or authorizations necessary for Borrower each Borrower, Guarantor and their Subsidiaries to own and operate its business as presently conducted or proposed to be conducted where the failure to have such Permits would have a Material Adverse Effect. All of the Permits are valid and subsisting and in full force and effect. There are no actions, claims or proceedings pending or or, to the best of Borrowers' knowledge, threatened that seek the revocation, cancellation, suspension or modification of any of the PermitsPermits which would have a Material Adverse Effect.

Compliance with Other Agreements and Applicable Laws. (a) Borrower and No Borrower, Guarantor are not or any of their Subsidiaries is in default in any respect under, or in violation in any respect of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound where such default or violation would have a reasonable likelihood of having a Material Adverse Effect. Each Borrower, except as set forth on Schedule 7.7 (a) to the Information Certificate. Borrower Guarantor and Guarantor are each their Subsidiaries is in compliance in all respects with the requirements of all applicable provisions of laws, rules, regulations, licenses, permits, approvals regulations and orders of any foreign, Federal, State or local Governmental Authority relating to its business, including, without limitation, those set forth in or promulgated pursuant to the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, ERISA, the Code, as amended, and the rules and regulations thereunder, and all Environmental Laws, where the failure to so comply would have a Material Adverse Effect. (b) Borrower Each Borrower, Guarantor and their Subsidiaries has obtained all material permits, licenses, approvals, consents, certificates, orders or authorizations of any Governmental Authority (the "Permits") required for the lawful conduct of its business (the "Permits"). Schedule 7.7(b) to the Information Certificate sets forth all of the Permits issued to or held by Borrower as of the date hereof by any Federal, State or local Governmental Authority and any applications pending by Borrower with such Federal, State or local Governmental Authoritybusiness. The Permits constitute all permits, licenses, approvals, consents, certificates, orders or authorizations necessary for Borrower each Borrower, Guarantor and their Subsidiaries to own and operate its business as presently conducted or proposed to be conducted where the failure to have such Permits would have a Material Adverse Effectconducted. All of the Permits are valid and subsisting and in full force and effect. There are no actions, claims or proceedings pending or to the best of each Borrower=s and Guarantor=s knowledge, threatened that seek the revocation, cancellation, suspension or modification of any of the PermitsPermits which would have a Material Adverse Effect.

Compliance with Other Agreements and Applicable Laws. (a) Borrower Mackie and Guarantor the Guarantors are not in default in any respect under, or in violation of in any material respect of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets Material Contract. Mackie and the Guarantors are bound where such default or violation would have a Material Adverse Effect, except as set forth on Schedule 7.7 (a) to the Information Certificate. Borrower and Guarantor are each in compliance in all respects with the requirements of all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any foreign, Federal, State or local Governmental Authority relating to their respective businesses, including, without limitation, those set forth in or promulgated pursuant to the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, ERISA, the Code, as amended, and the rules and regulations thereunder, and all Environmental Laws, except where the failure to so comply would not reasonably be expected to have a Material Adverse Effect. (b) Borrower has Mackie and the Guarantors have obtained all material permits, licenses, approvals, consents, certificates, orders orders, or authorizations of any Governmental Authority required for the lawful conduct of its business (the "“Permits"”). Schedule 7.7(b) , except that as to the Information Certificate sets forth all of the Permits issued to or held by Borrower as of the date hereof by any Federalrequired under Environmental Laws, State or local Governmental Authority and any applications pending by Borrower with such Federal, State or local Governmental Authority. The Permits constitute all permits, licenses, approvals, consents, certificates, orders or authorizations necessary for Borrower to own and operate its business as presently conducted or proposed to be conducted where the failure to have such Permits would have a Material Adverse Effectbeen obtained in accordance with Section 5.8(d) of this Agreement. All of the Permits are valid and subsisting and in full force and effect. There are no actions, claims claims, or proceedings pending pending, or to the best of Mackie’s or any Guarantor’s knowledge, threatened that seek the revocation, cancellation, suspension suspension, or modification of any of the Permits. (c) No consent, approval, or other action of, filing with, or notice to any Governmental Authority is required in connection with the execution, delivery, and performance of this Agreement, the other Loan Documents, or any of the instruments or documents to be delivered pursuant hereto or thereto, except for the filing of UCC financing statements and similar instruments.

Compliance with Other Agreements and Applicable Laws. (a) Each Borrower and Guarantor are is not in default in any material respect under, or in violation in any respect of any of the terms of, any material agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound where such default or violation would have a Material Adverse Effect, except as set forth on Schedule 7.7 (a) to the Information Certificate. and each Borrower and Guarantor are each is in compliance in all material respects with all applicable provisions of laws, rules, regulations, licenses, permits, approvals and orders of any foreign, Federal, Federal or State or local Governmental Authority where the failure to so comply would have a Material Adverse Effectgovernmental authority. (b) Each Borrower has obtained all material permits, licenses, approvals, consents, certificates, orders or authorizations of any Governmental Authority governmental agency required for the lawful conduct of its business business. Schedule 8.7 hereto sets forth all material permits, licenses, approvals, consents, certificates, orders or authorizations (the "Permits"). Schedule 7.7(b) to the Information Certificate sets forth all of the Permits issued to or held by Borrower Borrowers as of the date hereof by any Federalfederal, State state or local Governmental Authority governmental agency and any applications pending by Borrower Borrowers with such Federalfederal, State state or local Governmental Authoritygovernmental agency. The Permits constitute all permits, licenses, approvals, consents, certificates, orders or authorizations necessary for Borrower Borrowers to own and operate its their business as presently conducted or proposed to be conducted where the failure to have such Permits would have a Material Adverse Effectmaterial adverse effect on the business, performance, operations or properties of Borrowers or the legality, validity or enforceability of this Agreement or the other Financing Agreements or the ability of Borrowers to perform their obligations under the Agreement or any of the other Financing Agreements or the rights and remedies of Agent, for the benefit of Lender, under this Agreement or any of the other Financing Agreements. All of the Permits are valid and subsisting and in full force and effect. There are no actions, claims or proceedings pending or threatened that seek the revocation, cancellation, suspension or modification of any of the Permits.

Compliance with Other Agreements and Applicable Laws. (a) Borrower and No Borrower, Guarantor are not or any of their Subsidiaries is in default in any respect under, or in violation in any respect of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound where such default or violation would have a reasonable likelihood of having a Material Adverse Effect. Each Borrower, except as set forth on Schedule 7.7 (a) to the Information Certificate. Borrower Guarantor and Guarantor are each their Subsidiaries is in compliance in all respects with the requirements of all applicable provisions of laws, rules, regulations, licenses, permits, approvals regulations and orders of any foreign, Federal, State or local Governmental Authority relating to its business, including, without limitation, those set forth in or promulgated pursuant to the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, ERISA, the Code, as amended, and the rules and regulations thereunder, and all Environmental Laws, where the failure to so comply would have a Material Adverse Effect. (b) Borrower Each Borrower, Guarantor and their Subsidiaries has obtained all material permits, licenses, approvals, consents, certificates, orders or authorizations of any Governmental Authority (the “Permits”) required for the lawful conduct of its business (the "Permits"). Schedule 7.7(b) to the Information Certificate sets forth all of the Permits issued to or held by Borrower as of the date hereof by any Federal, State or local Governmental Authority and any applications pending by Borrower with such Federal, State or local Governmental Authoritybusiness. The Permits constitute all permits, licenses, approvals, consents, certificates, orders or authorizations necessary for Borrower each Borrower, Guarantor and their Subsidiaries to own and operate its business as presently conducted or proposed to be conducted where the failure to have such Permits would have a Material Adverse Effectconducted. All of the Permits are valid and subsisting and in full force and effect. There are no actions, claims or proceedings pending or to the best of each Borrower’s and Guarantor’s knowledge, threatened that seek the revocation, cancellation, suspension or modification of any of the PermitsPermits which would have a Material Adverse Effect.

Compliance with Other Agreements and Applicable Laws. (a) Borrower Except as set forth in Schedule 8.7 hereto, each Borrower, Guarantor and Guarantor are their Subsidiaries is not in default in any respect under, or in violation in any respect of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound where such with respect to which the default or violation of which would have a Material Adverse Effect. Each Borrower, except as set forth on Schedule 7.7 (a) to the Information Certificate. Borrower Guarantor and Guarantor are each their Subsidiaries is in compliance in all respects with the requirements of all applicable provisions of laws, rules, regulations, licenses, permits, approvals regulations and orders of any foreign, Federal, State or local Governmental Authority where relating to its business, including, without limitation, those set forth in or promulgated pursuant to the Occupational Safety and Health Act of 1970, as amended, the Fair Labor Standards Act of 1938, as amended, ERISA, the Code, as amended, and the rules and regulations thereunder, and all Environmental Laws with respect to which the failure to so comply would have a Material Adverse Effect. (b) Borrower Each Borrower, Guarantor and their Subsidiaries has obtained all material permits, licenses, approvals, consents, certificates, orders or authorizations of any Governmental Authority (the “Permits”) required for the lawful conduct of its business (where the "Permits"). Schedule 7.7(b) failure to the Information Certificate sets forth all of the Permits issued to or held by Borrower as of the date hereof by any Federal, State or local Governmental Authority and any applications pending by Borrower with obtain such Federal, State or local Governmental AuthorityPermit would have a Material Adverse Effect. The Permits constitute all permits, licenses, approvals, consents, certificates, orders or authorizations necessary for Borrower each Borrower, Guarantor and their Subsidiaries to own and operate its business as presently conducted or proposed to be conducted where the failure to have such Permits would have a Material Adverse Effect. All of the Permits are valid and subsisting and in full force and effect. There are no actions, claims or proceedings pending or to the best of each Borrower’s knowledge, threatened that seek the revocation, cancellation, suspension or modification of any of the PermitsPermits which would have a Material Adverse Effect.

Compliance with Other Agreements and Applicable Laws. (a) Borrower and Guarantor are is not in default in any respect under, or in violation in any respect of any of the terms of, any agreement, contract, instrument, lease or other commitment to which it is a party or by which it or any of its assets are bound bound, in each case where such default or violation has or would have a Material Adverse Effect, except as set forth on Schedule 7.7 (a) to the Information Certificate. Borrower and Guarantor Parent are each in compliance in all respects with the requirements of all applicable provisions of laws, rules, regulations, licenses, permits, approvals regulations and orders of any foreign, Federal, State or local Governmental Authority relating to its business, in each case where the failure to so comply would have a Material Adverse Effect. (b) Borrower has obtained all material permits, licenses, approvals, consents, certificates, orders or authorizations of any Governmental Authority Licenses required for the lawful conduct of its business (respective business, including all Licenses required by the "Permits")FCC, any PUC or under or pursuant to any Communications Laws. Schedule 7.7(b) to the Information Certificate 8.7 hereto sets forth all of the Permits Licenses issued to or held by Borrower or any of its Affiliates as of the date hereof by any Federal, State State, local or local foreign Governmental Authority and any applications pending by Borrower or any of its Affiliates with such Federal, State State, local or local foreign Governmental Authority. The Permits Licenses constitute all permits, licenses, approvals, consents, certificates, orders or authorizations necessary for Borrower to own and operate its business as presently conducted or proposed to be conducted where the failure to have such Permits any of the same would have result in a Material Adverse Effect. All of the Permits Licenses are valid and subsisting and in full force and effecteffect and are not subject to any further administrative or judicial review and are therefore final. There are no actionspending, claims or proceedings pending or threatened that seek the revocation, cancellation, suspension or modification of any of the Permits.to the