Common use of Governmental Consents; No Conflicts Clause in Contracts

Governmental Consents; No Conflicts. The Transactions (a) do not require any authorization or approval or other action by, or any notice to or filing with, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created under the Loan Documents and (iii) such consents, approvals, registrations and filings of or with the FCC as may be required in connection with the exercise by any Agent of rights under the Loan Documents with respect to Collateral following an Event of Default, (b) will not violate the charter, bylaws or other organizational documents of the Borrower or any of the Subsidiaries, (c) will not (i) violate or result in a default under any indenture (including the 9 5/8% Senior Notes Indenture), agreement or other instrument binding upon the Borrower or any of the Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of the Subsidiaries or (ii) violate any applicable law or regulation or any order of any Governmental Authority, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of the Restricted Subsidiaries, except Liens created under the Loan Documents, other than, in the case of clause (a) or (c) above, where the foregoing could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

Governmental Consents; No Conflicts. The Transactions (a) do not require any authorization or approval or other action by, or any notice to or filing with, any Governmental Authority, except (i) such as have been obtained or made and are in full force and effect, (ii) filings necessary to perfect Liens created under the Loan Documents and (iii) such consents, approvals, registrations and filings of or with the FCC as may be required in connection with the exercise by any Agent of rights under the Loan Documents with respect to Collateral following an Event of Default, (b) will not violate the charter, bylaws or other organizational documents of the Borrower or any of the Subsidiaries, (c) will not (i) violate or result in a default under any indenture (including the 9 5/8% Senior Notes Indenture), agreement (including the XM Merger Agreement) or other instrument binding upon the Borrower or any of the Subsidiaries or their assets, or give rise to a right thereunder to require any payment to be made by the Borrower or any of the Subsidiaries or (ii) violate any applicable law or regulation or any order of any Governmental Authority, and (d) will not result in the creation or imposition of any Lien on any asset of the Borrower or any of the Restricted Subsidiaries, except Liens created under the Loan Documents, other than, in the case of clause (a) or (c) above, where the foregoing could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.