Common use of Authorization and Contravention Clause in Contracts

Authorization and Contravention. 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) are within the corporate power of such Company or Guarantor, (b) will have been duly authorized by all necessary corporate or partnership action on the part of such Company or Guarantor when such Loan 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 Paper), (d) will not violate any provision of the charter, bylaws, or partnership agreement of such Company or Guarantor, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Company or Guarantor. 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 Papers.

Authorization and Contravention. The execution and delivery by each Restricted Company and Guarantor of each Loan Paper to which it is a party and the performance by such Restricted Company and Guarantor of its obligations thereunder (a) are within the corporate power of such Company or GuarantorRestricted Company, (b) will have been duly authorized by all necessary corporate or partnership action on the part of such Restricted Company or Guarantor when such Loan 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 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, charter or partnership agreement bylaws of such Company or GuarantorRestricted Company, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Company or GuarantorConsolidated Company. The Restricted 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 Papers.

Authorization and Contravention. 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) are within the corporate power of such Company or GuarantorCompany, (b) will have been duly authorized by all necessary corporate or partnership action on the part of such Company or Guarantor when such Loan 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 Paper), (d) will not violate any provision of the charter, bylaws, or partnership agreement of such Company or GuarantorCompany, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Company or GuarantorCompany. 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 the Sygnet Merger and any other any asset transfer, change of control, merger, or consolidations consolidation permitted by the Loan Papers.

Authorization and Contravention. The execution and delivery by each Company and Guarantor Loan Party of each Loan Paper Document to which it is a party and the performance by such Company and Guarantor Loan Party of its obligations thereunder (a) are within the corporate or organizational power of such Company or Guarantor, Loan Party; (b) will have been duly authorized by all necessary corporate limited liability company, corporate, or partnership action on the part of such Company or Guarantor Loan Party when such Loan Paper 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 PaperDocument), (d) will not violate any provision of the charter, bylaws, organizational documents, or partnership agreement of such Company or Guarantor, Loan Party; (e) will not violate any provision of Law applicable to itsuch Loan Party, other than such violations which individually or collectively could 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 it such Loan Party is a party, other than such violations which could 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 Company or GuarantorLoan Party, other than as contemplated by this Agreement. The Companies and Guarantors have 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 PapersDocuments except where the failure to so obtain would not reasonably be expected to be a Material Adverse Event.

Authorization and Contravention. The execution execution, delivery, and delivery performance by each Company and Guarantor Borrower of each Loan Paper to which it is a party and the performance by such Company and Guarantor of its obligations thereunder (a) are within the corporate power of such Company or GuarantorBorrower, (b) will have been duly authorized by all necessary corporate or partnership action on the part of such Company or Guarantor Borrower when such Loan 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 Paper)Date, (d) will not violate any provision of the charter, bylaws, charter or partnership agreement bylaws of such Company or GuarantorBorrower, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated Company that is material in relation to the Consolidated Companies taken as a whole. On and as of the MCI Merger Date, no action by, or Guarantor. The Companies and Guarantors have (in respect of, consent of, or will have upon consummation thereof) all necessary consents and approvals of 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 Papersperformed would not be a Material Adverse Event.

Authorization and Contravention. The execution and delivery by each Company and Guarantor Loan Party of each Loan Paper Document to which it is a party and the performance by such Company and Guarantor Loan Party of its obligations thereunder (a) are within the corporate or organizational power of such Company or Guarantor, Loan Party; (b) will have been duly authorized by all necessary corporate limited liability company, corporate, or partnership action on the part of such Company or Guarantor Loan Party when such Loan Paper 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 PaperDocument), (d) will not violate any provision of the charter, bylaws, organizational documents, or partnership agreement Partnership Agreement of such Company or GuarantorLoan Party, (e) will not violate any provision of Law applicable to itsuch Loan Party, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it such Loan Party is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Company or GuarantorLoan Party, OTHER THAN as contemplated by this Agreement. The Companies and Guarantors have 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 PapersDocuments.

Authorization and Contravention. The execution and delivery by Borrower and each Company and Guarantor of each Loan Paper Document to which it is a party and the performance by such Company Borrower and each Guarantor of its obligations thereunder (a) are within the corporate power of such Company or GuarantorCompany, (b) will have been duly authorized by all necessary corporate or partnership action on the part of such Company or Guarantor when such Loan Paper 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 Paper)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, or partnership agreement of such Company or GuarantorCompany, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Company or Guarantorother than pursuant to this Agreement. The Companies and Guarantors 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 PapersDocuments.

Authorization and Contravention. The execution execution, delivery, and delivery performance by each Company and Guarantor Borrower of each Loan Paper to which it is a party and the performance by such Company and Guarantor of its obligations thereunder (a) are within the corporate power of such Company or GuarantorBorrower, (b) will have been duly authorized by all necessary corporate or partnership action on the part of such Company or Guarantor Borrower when such Loan 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 Paper)Date, (d) will not violate any provision of the charter, bylaws, charter or partnership agreement bylaws of such Company or GuarantorBorrower, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or (g) will not result in the creation or imposition of any Lien on any asset of any Consolidated Company that is material in relation to the Consolidated Companies taken as a whole. On and as of the MCI Merger Date, no action by, or Guarantor. The Companies and Guarantors have (in respect of, consent of, or will have upon consummation thereof) all necessary consents and approvals of 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 Papers.performed would not be a Material Adverse Event. 364-DAY REVOLVING CREDIT AND TERM LOAN AGREEMENT

Authorization and Contravention. The execution and delivery by each Company and Guarantor Borrower of each Loan Paper to which it is a party and the performance by such Company and Guarantor Borrower of its obligations thereunder (a) are within the corporate partnership power of such Company or GuarantorBorrower, (b) will have been duly authorized by all necessary corporate or partnership action on the part of such Company or Guarantor Borrower when such Loan 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 Paper), (d) will not violate any provision of the charter, bylaws, or partnership agreement of such Company or Guarantor, (ex) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (fy) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or (gz) will not result in the creation or imposition of any Lien on any asset of any Company or GuarantorBorrower, other than Permitted Liens. The Companies and Guarantors have 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. . 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 Papersapplicable Debtor Relief Laws and general principles of equity.

Authorization and Contravention. The execution and delivery by each Company and Guarantor that is a legal entity of each Loan Paper to which it is a party and the performance by such Company and Guarantor of its obligations thereunder (a) are within the corporate, partnership, or trust power, as applicable, of such Company or Guarantor, (b) will have been duly authorized by all necessary corporate, trust, partnership, or other action on the part of such Company or Guarantor when such Loan 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) are within the corporate power of such Company or Guarantor, (b) will have been duly authorized by all necessary corporate or partnership action on the part of such Company or Guarantor when such Loan Paper is executed and delivered, (c) 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 Paper), (d) will not violate any provision of the charter, bylaws, or partnership agreement of such Company or Guarantor, (eb) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse Event, (fc) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a party, other than such violations which could not be a Material Adverse Event, or and (gd) will not result in the creation or imposition of any Lien on any asset of any Company or Guarantor, other than Permitted Liens. 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 Papers, including, without limitation, the Towers Acquisition and any Towers Sale.

Authorization and Contravention. The execution and delivery by each Company and Guarantor of each Loan Paper Document to which it is a party and the performance by such Company and Guarantor of its obligations thereunder (a) are within the corporate corporate, partnership, or limited liability company power of such Company or GuarantorCompany, (b) will have been duly authorized by all necessary corporate corporate, partnership, or partnership limited liability company action on the part of such Company or Guarantor when such Loan Paper 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 Funding Date (or if later, the date of execution and delivery of such Loan PaperDocument), (d) will not violate any provision of the charter, bylaws, limited liability company agreement, partnership agreement, or partnership agreement other organizational documents of such Company or GuarantorCompany, (e) will not violate any provision of Law applicable to it, other than such violations which individually or collectively could not be a Material Adverse EventCompany, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a partyMaterial Agreements, other than such violations which could not reasonably be expected to 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 Documents. Each Company or Guarantor. The Companies and Guarantors have 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 Consolidation and any other asset transfer, change of control, merger, or consolidations consolidation permitted by the Loan PapersDocuments, except where the failure to obtain 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 Company and Guarantor of each Loan Paper Document to which it is a party and the performance by such Company and Guarantor of its obligations thereunder (a) are within the corporate corporate, partnership, or limited liability company power of such Company or GuarantorCompany, (b) will have been duly authorized by all necessary corporate corporate, partnership, or partnership limited liability company action on the part of such Company or Guarantor when such Loan Paper 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 PaperDocument), (d) will not violate any provision of the charter, bylaws, limited liability company agreement, partnership agreement, or partnership agreement Credit Agreement 60 other organizational documents of such Company or GuarantorCompany, (e) will not violate any provision of Law applicable to itsuch Company, other than such violations which individually or collectively could not reasonably be expected to be a Material Adverse Event, (f) will not violate any material written or oral agreements, contracts, commitments, or understandings to which it is a partyMaterial Agreements, other than such violations which could not reasonably be expected to 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 Documents. Each Company or Guarantor. The Companies and Guarantors have 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 PapersDocuments, except where the failure to obtain such consents or approvals could not, individually or collectively, reasonably be expected to be a Material Adverse Event.