Common use of Compliance with Other Loan Documents and Contemplated Transactions Clause in Contracts

Compliance with Other Loan Documents and Contemplated Transactions. The ------------------------------------------------------------------ execution, delivery and performance by the Borrower and its Subsidiaries of the Loan Documents to which they are respectively a party, and the consummation of the transactions contemplated thereby, do not and will not (i) require any consent or approval necessary on or prior to the Agreement Date not already obtained, except to the extent that the failure to obtain any such consent or approval could not reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law, (iii) conflict with, result in a breach of, or constitute a default under the certificate of incorporation or by-laws of the Borrower or any Subsidiary of the Borrower, (iv) conflict with, result in a breach of, or constitute a default under any Necessary Authorization, indenture, agreement or other instrument, to which the Borrower or any Subsidiary of the Borrower is a party or by which they or their respective properties may be bound, the result of which could reasonably be expected to have a Material Adverse Effect, or (v) result in or require the creation or imposition of any Lien (other than Liens in favor of the Lenders to secure the Obligations hereunder) upon or with respect to any property now owned or hereafter acquired by the Borrower or any Subsidiary of the Borrower.

Compliance with Other Loan Documents and Contemplated Transactions. The ------------------------------------------------------------------ execution, delivery and performance by the Borrower and its Restricted Subsidiaries of the Loan Documents to which they are respectively each is a party, and the consummation of the transactions contemplated thereby, do not and will not (i) require any consent or approval necessary on or prior to the Agreement Date not already obtained, except to the extent that the failure to obtain any such consent or approval could not reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law, (iii) conflict with, result in a breach of, or constitute a default under the certificate of incorporation or by-laws or other applicable organizational documents of the Borrower or any Restricted Subsidiary of the Borrower, (iv) conflict with, result in a breach of, or constitute a default under any Necessary Authorization, indenture, agreement or other instrument, to which the Borrower or any Restricted Subsidiary of the Borrower is a party or by which they or their respective properties may be bound, the result effect of which could would reasonably be expected to have a Material Adverse Effect, or (v) result in or require the creation or imposition of any Lien (other than Liens in favor of the Lenders to secure the Obligations hereunder) upon or with respect to any property now owned or hereafter acquired by the Borrower or any Restricted Subsidiary of the Borrower.

Compliance with Other Loan Documents and Contemplated Transactions. The ------------------------------------------------------------------ execution, delivery and performance by the Borrower and its Subsidiaries each Obligor of the Loan Documents to which they are respectively it is a party, and the consummation of the transactions contemplated thereby, do not and will not (i) require any consent or approval necessary on or prior to the Agreement Date not other than (x) those already obtained, except to the extent that (y) consents under immaterial contractual obligations, the failure to obtain any such consent or approval which could not reasonably be expected to have a Material Adverse Effect, and (z) UCC and mortgage filings in connection with the Loan Documents, (ii) violate any material Applicable Law, the result of which could not reasonably be expected to have a Material Adverse Effect, (iii) conflict with, result in a breach of, or constitute a default under the certificate of incorporation or incorporation, by-laws laws, partnership agreement, operating agreement or other similar governing document or agreement of the Borrower or any Subsidiary of the Borrowersuch Obligor, (iv) conflict with, result in a breach of, or constitute a default under any Necessary Authorization, indenture, agreement or other instrument, to which the Borrower or any Subsidiary of the Borrower such Obligor is a party or by which they or their respective properties may be bound, the result of which could reasonably be expected to have a Material Adverse Effect, or (v) result in or require the creation or imposition of any Lien (other than Liens in favor of the Lenders to secure the Obligations hereunder) upon or with respect to any property now owned or hereafter acquired by such Obligor other than the Borrower or any Subsidiary of Liens created pursuant to the BorrowerLoan Documents.

Compliance with Other Loan Documents and Contemplated Transactions. The ------------------------------------------------------------------ execution, delivery and performance by the Borrower and its Subsidiaries of the Loan Documents to which they are respectively a party, and the consummation of the transactions contemplated thereby, do not and will not (i) require any consent or approval necessary on or prior to the Agreement Date not already obtained, except to the extent that the failure to obtain any such consent or approval could not reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law, (iii) conflict with, result in a breach of, or constitute a default under the certificate of incorporation or by-laws of the Borrower or any Subsidiary of the Borrower, (iv) conflict with, result in a breach of, or constitute a default under any Necessary Authorization, indenture, agreement or other instrument, to which the Borrower or any Subsidiary of the Borrower is a party or by which they or their respective properties may be bound, the result of which could reasonably be expected to have a Material Adverse Effect, or (v) result in or require the creation or imposition of any Lien (other than Liens in favor of the Lenders to secure the Obligations hereunder) upon or with respect to any property now owned or hereafter acquired by the Borrower or any Subsidiary of the Borrower.

Compliance with Other Loan Documents and Contemplated Transactions. The ------------------------------------------------------------------ execution, delivery and performance by the Borrower and its Subsidiaries of the Loan Documents to which they are respectively a party, and the consummation of the transactions contemplated thereby, do not and will not (i) require any consent or approval necessary on or prior to the Agreement Date not already obtained, except to the extent that the failure to obtain any such consent or approval could not reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law, (iii) conflict with, result in a breach of, or constitute a default under the certificate of incorporation or by-laws of the Borrower or any Subsidiary of the Borrower, (iv) conflict with, result in a breach of, or constitute a default under any Necessary Authorization, indenture, agreement or other instrument, to which the Borrower or any Subsidiary of the Borrower is a party or by which they or their respective properties may be bound, the result of which could reasonably be expected to have a Material Adverse Effect, or (v) result in or require the creation or imposition of any Lien (other than Liens in favor of the Lenders to secure the Obligations hereunder) upon or with respect to any property now owned or hereafter acquired by the Borrower or any Subsidiary of the Borrower.

Compliance with Other Loan Documents and Contemplated Transactions. The ------------------------------------------------------------------ execution, delivery and performance by the Borrower and its Subsidiaries each Obligor of the Loan Documents to which they are respectively it is a party and all documents, instruments, indentures, and other agreements in connection with the Wingxxx Xxxck Acquisition and the Wingxxx Xxxordinated Debt to which it is a party, and the consummation of the transactions contemplated thereby, do not and will not (i) require any consent or approval necessary on or prior to the Agreement Date not already obtained, except to the extent that the failure to obtain any such consent or approval could not reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law, (iii) conflict with, result in a breach of, or constitute a default under the certificate of incorporation incorporation, bylaws, partnership agreement, operating agreement or by-laws other similar governing document or agreement of the Borrower or any Subsidiary of the Borrowersuch Obligor, (iv) conflict with, result in a breach of, or constitute a default under any Necessary Authorization, indenture, agreement or other instrument, to which the Borrower or any Subsidiary of the Borrower such Obligor is a party or by which they or their respective properties may be bound, the result of bound which could reasonably be expected to have a Material Adverse Effect, (v) conflict with, result in a breach of, or constitute a default under the Senior Subordinated Notes or the Senior Subordinated Notes Indenture, or (vvi) result in or require the creation or imposition of any Lien (other than Liens in favor of the Lenders to secure the Obligations hereunder) upon or with respect to any property now owned or hereafter acquired by the Borrower or any Subsidiary of the Borrowersuch Obligor, except Permitted Liens.

Compliance with Other Loan Documents and Contemplated Transactions. The ------------------------------------------------------------------ execution, delivery and performance by each of Holdco, the Borrower and its each of the Borrower's Subsidiaries of this Agreement and each of the other Loan Documents to which they are respectively it is a partyparty in accordance with their respective terms, and the consummation of the transactions contemplated hereby and thereby, do not and will not (i) with respect to any Material Towers, require any consent or approval necessary on approval, governmental or prior to the Agreement Date otherwise, not already obtained, except to the extent that the failure to obtain any such consent or approval could not reasonably be expected to have a Material Adverse Effect, (ii) violate in any material respect Applicable LawLaw respecting Holdco, the Borrower or any Subsidiary of the Borrower (including, without limitation, the Communications Act or any rule, regulation or policy of the FCC, the FAA or any other grantor of a Necessary Authorization), (iii) conflict with, result in a breach of, or constitute a default under the certificate or articles of incorporation or incorporation, by-laws or other governing documents of Holdco, the Borrower or of any Subsidiary of the Borrower, (ivor, except as set forth on Schedule 5.1(h) conflict withhereof, result in a breach of, or constitute a default any material respect under any Necessary Authorization, material indenture, agreement agreement, or other instrument, to which Holdco, the Borrower or any Subsidiary of the Borrower is a party or by which they any of them or their respective properties may be bound, including, without limitation, the Indentures, (iv) subject to the filing of post-consummation name change notices with the FCC, conflict with, result in a breach of, or constitute a default or violation of, the terms and conditions of which could reasonably be expected any Necessary Authorization with respect to have a any Material Adverse EffectTowers, or (v) result in or require the creation or imposition of any Lien (other than Liens in favor of the Lenders to secure the Obligations hereunder) upon or with respect to any property now owned or hereafter acquired by Holdco, the Borrower or any Subsidiary of the Borrower's Subsidiaries, except for Permitted Liens.

Compliance with Other Loan Documents and Contemplated Transactions. The ------------------------------------------------------------------ execution, delivery and performance by the Borrower and its Subsidiaries of the Loan Documents to which they are respectively a party, and the consummation of the transactions contemplated thereby, do not and will not (i) require any consent or approval necessary on or prior to the Agreement Date not already obtained, except to the extent that the failure to obtain any such consent or approval could not reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law, (iii) conflict with, result in a breach of, or constitute a default under the certificate of incorporation or by-laws or other applicable organizational documents of the Borrower or any Subsidiary of the Borrower, (iv) conflict with, result in a breach of, or constitute a default under any Necessary Authorization, indenture, agreement or other instrument, to which the Borrower or any Subsidiary of the Borrower is a party or by which they or their respective properties may be bound, the result effect of which could reasonably be expected to have a Material Adverse Effect, or (v) result in or require the creation or imposition of any Lien (other than Liens in favor of the Lenders to secure the Obligations hereunder) upon or with respect to any property now owned or hereafter acquired by the Borrower or any Subsidiary of the Borrower.

Compliance with Other Loan Documents and Contemplated Transactions. The ------------------------------------------------------------------ execution, delivery and performance by the Borrower and its Subsidiaries of the Loan Documents to which they are respectively a party, and the consummation of the transactions contemplated thereby, do not and will not (i) require any consent or approval necessary on or prior to the Agreement Date not already obtained, except to the extent that the failure to obtain any such consent or approval could not reasonably be expected to have a Material Adverse Effect, (ii) violate any Applicable Law, except to the extent that any violation could not reasonably be expected to have a Material Adverse Effect, (iii) conflict with, result in a breach of, or constitute a default under the certificate of incorporation or by-laws or other applicable organizational documents of the Borrower or any Subsidiary of the Borrowerits Subsidiaries, (iv) conflict with, result in a breach of, or constitute a default under any Necessary Authorization, indenture, agreement or other instrument, to which the Borrower or any Subsidiary of the Borrower its Subsidiaries is a party or by which they or their respective properties may be bound, the result effect of which could reasonably be expected to have a Material Adverse Effect, or (v) result in or require the creation or imposition of any Lien (other than Liens in favor of the Collateral Agent for the benefit of (A) the Lenders to secure the Obligations hereunderhereunder and (B) the lenders under the Amended and Restated Credit Agreement to secure the Obligations (as defined in the Amended and Restated Credit Agreement) thereunder) upon or with respect to any property now owned or hereafter acquired by the Borrower or any Subsidiary of the Borrowerits Subsidiaries.