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 each of Holdco, Intermediate Holdco (if any), the Borrower and each of its Restricted Subsidiaries of this Agreement and each of the other Loan Documents to which it is a party 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, governmental or otherwise, not already obtained, (ii) violate in any material respect any Applicable Law respecting Holdco, any Intermediate Holdco, the Borrower or any Restricted Subsidiary (including, without limitation, the Communications Act or any rule, regulation or written policy of the FCC, the FAA or any other grantor of a Necessary Authorization with respect to any Material Towers), (iii) conflict with, result in a breach of, or constitute a default under the certificate or articles of incorporation, by-laws or other governing documents of Holdco, any Intermediate Holdco, the Borrower or any Restricted Subsidiary, or, except as set forth on SCHEDULE 5.1(H), in any material respect under 63 any material indenture, agreement, or other instrument, to which Holdco, any Intermediate Holdco, the Borrower or any Restricted Subsidiary is a party or by which any of them or their respective properties may be bound, (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 any Necessary Authorization with respect to any Material Towers, or (v) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by Holdco, any Intermediate Holdco, the Borrower or any of its Restricted Subsidiaries, except for Permitted Liens.

Compliance with Other Loan Documents and Contemplated Transactions. The execution, delivery and performance by each of Holdcoperformance, Intermediate Holdco (if any), the Borrower and each of its Restricted Subsidiaries of this Agreement and each of the other Loan Documents to which it is a party in accordance with their respective terms, by each of the Parent, Omnipoint Holdco, Omnipoint Finance Holdco, and the Borrowers of this Agreement, and by each of the Parent, Omnipoint Holdco, Omnipoint Finance Holdco, and the Borrower and each of their respective Subsidiaries of each of the Loan Documents to which they are respectively party, 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, governmental or otherwise, not already obtained, (ii) violate in any material respect any Applicable Law respecting applicable to any of the Parent, Omnipoint Holdco, any Intermediate Omnipoint Finance Holdco, the Borrower Borrowers or any Restricted Subsidiary (including, without limitation, the Communications Act or any rule, regulation or written policy of the FCC, the FAA or any other grantor of a Necessary Authorization with respect to any Material Towers)their respective Subsidiaries, (iii) conflict with, result in a breach of, or constitute a default under the certificate or articles of incorporation, incorporation or by-laws laws, or other governing the partnership or limited liability agreement, as the case may be, as such documents are amended, of any of the Parent, Omnipoint Holdco, any Intermediate Omnipoint Finance Holdco, the Borrower Borrowers or any Restricted Subsidiaryof their respective Subsidiaries, or, except as set forth on SCHEDULE 5.1(H), in any material respect or under 63 any material indenture, agreement, or other instrument, to which any of the Parent, Omnipoint Holdco, any Intermediate Omnipoint Finance Holdco, the Borrower -49- 50 Borrowers or any Restricted Subsidiary of their respective Subsidiaries is a party or by which any of them or their respective properties may be bound, (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 any Necessary Authorization with respect to any Material Towersof the material Licenses, or (v) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by any of the Parent, Omnipoint Holdco, any Intermediate Omnipoint Finance Holdco, the Borrower Borrowers or any of its Restricted their respective Subsidiaries, except for Permitted Liens.

Compliance with Other Loan Documents and Contemplated Transactions. The execution, delivery and performance performance, in accordance with their respective terms, by each of Holdco, Intermediate Holdco (if any), the Borrower and each of its Restricted Subsidiaries of this Agreement and the Note, and by the Borrower and the Borrower's Subsidiaries of each of the other Loan Documents to which it is a party in accordance with their respective termsthey are respectively parties, and the consummation by the Borrower and the Borrower's Subsidiaries, as applicable, of the transactions contemplated hereby and thereby, do not and will not (i) with respect to any Material Towers, require any consent or approval, governmental or otherwise, not already obtainedobtained other than consents and approvals that may be required from the FCC in connection with the exercise by the Bank of certain of its rights and remedies under the Loan Documents, (ii) violate in any material respect any Applicable Law respecting Holdco, any Intermediate Holdco, the Borrower or any Restricted Subsidiary (including, without limitation, the Communications Act or any rule, regulation or written policy of the FCC, the FAA or any other grantor of a Necessary Authorization with respect to any Material Towers)Subsidiary, (iii) conflict with, result in a breach of, or constitute a default under (A) the certificate or articles of incorporation, incorporation or by-laws or other governing documents partnership or limited liability company agreements, as the case may be, as amended, of Holdco, any Intermediate Holdco, the Borrower or of any Restricted SubsidiarySubsidiary (subject, orin the case of the LLC Agreement, except as set forth on SCHEDULE 5.1(Hto applicable provisions thereof in connection with any assignment or transfer of interests in the Borrower or the exercise by the Bank of certain of its remedies under the Loan Documents), in any material respect under 63 or (B) any material indenture, agreementagreement (subject to the approval or consent of Xxxx X. Xxxxx under the Employment Agreement), or other instrument, including without limitation, the Licenses (subject to the approval or consent of the FCC referred to in clause (i)), to which Holdco, any Intermediate Holdco, the Borrower or any Restricted Subsidiary of the Borrower's Subsidiaries is a party or by which any of them or their respective properties may be bound, or (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 any Necessary Authorization with respect to any Material Towers, or (v) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by Holdco, any Intermediate Holdco, the Borrower or any of its Restricted the Borrower's Subsidiaries, except for Permitted Liens, except in the case of (i), (ii), (iii)(B) and (iv), to the extent there would not be a Materially Adverse Effect.

Compliance with Other Loan Documents and Contemplated Transactions. The execution, delivery and performance by each of Holdco, Intermediate Holdco (if any), the Borrower and each of its Restricted the Borrower's Subsidiaries of this Agreement and each of the other Loan Documents to which it is a party 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, governmental or otherwise, not already obtained, (ii) violate in any material respect any Applicable Law respecting Holdco, any Intermediate Holdco, the Borrower or any Restricted Subsidiary of the Borrower (including, without limitation, the Communications Act or any rule, regulation or written policy of the FCC, the FAA or any other grantor of a Necessary Authorization with respect to any Material TowersAuthorization), (iii) conflict with, result in a breach of, or constitute a default under the certificate or articles of incorporation, by-laws or other governing documents of Holdco, any Intermediate Holdco, the Borrower or of any Restricted SubsidiarySubsidiary of the Borrower, or, except as set forth on SCHEDULE 5.1(H)Schedule 5.1(h) hereof, in any material respect under 63 any material indenture, agreement, or other instrument, to which Holdco, any Intermediate Holdco, the Borrower or any Restricted Subsidiary of the Borrower is a party or by which 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 any Necessary Authorization with respect to any Material Towers, or (v) result in or require the creation or imposition of any Lien upon or with respect to any property now owned or hereafter acquired by Holdco, any Intermediate Holdco, the Borrower or any of its Restricted the Borrower's Subsidiaries, except for Permitted Liens.