THE PROCEEDS OF INDEBTEDNESS PERMITTED HEREUNDER AND
IDENTIFYING THE CLAUSE OF SECTION 6.01 THAT SUCH INDEBTEDNESS IS PERMITTED
UNDER, AND WHETHER OR NOT SUCH INDEBTEDNESS CONSTITUTES REVOLVING LOANS), (Y)
REASONABLY DETAILED CALCULATIONS DEMONSTRATING COMPLIANCE WITH SECTIONS 6.01,
6.02, 6.04, 6.05, 6.08 AND 6.12 AND (Z) THE AMOUNT OF DIVIDENDS, IF ANY, THAT
THE BORROWER INTENDS TO PAY ON THE IMMEDIATELY SUCCEEDING DATE ON WHICH THE
BORROWER'S DIVIDEND POLICY PROVIDES FOR DIVIDENDS TO BE PAID BY THE BORROWER;
AND
(III)
STATING WHETHER ANY CHANGE IN GAAP OR IN THE APPLICATION THEREOF
HAS OCCURRED SINCE THE DATE OF THE BORROWER'S AUDITED FINANCIAL STATEMENTS
REFERRED TO IN SECTION 3.04 AND, IF ANY SUCH CHANGE HAS OCCURRED, SPECIFYING THE
EFFECT OF SUCH CHANGE ON THE FINANCIAL STATEMENTS ACCOMPANYING SUCH CERTIFICATE;
(D)
CONCURRENTLY WITH ANY DELIVERY OF FINANCIAL STATEMENTS UNDER
CLAUSE (A) ABOVE, A CERTIFICATE OF THE ACCOUNTING FIRM THAT REPORTED ON SUCH
FINANCIAL STATEMENTS STATING WHETHER THEY OBTAINED KNOWLEDGE DURING THE COURSE
OF THEIR EXAMINATION OF SUCH FINANCIAL STATEMENTS OF ANY DEFAULT (WHICH
CERTIFICATE MAY BE LIMITED OR ELIMINATED TO THE EXTENT REQUIRED BY ACCOUNTING
RULES OR GUIDELINES);
(E)
NOT LATER THAN 60 DAYS AFTER THE COMMENCEMENT OF EACH FISCAL YEAR
OF THE BORROWER BEGINNING ON OR AFTER JANUARY 1, 2006, A DETAILED CONSOLIDATED
BUDGET FOR SUCH FISCAL YEAR (INCLUDING A PROJECTED CONSOLIDATED BALANCE SHEET
AND RELATED STATEMENTS OF PROJECTED OPERATIONS AND CASH FLOWS AS OF THE END OF
AND FOR SUCH FISCAL YEAR AND SETTING FORTH THE ASSUMPTIONS USED FOR PURPOSES OF
PREPARING SUCH BUDGET (IT BEING UNDERSTOOD THAT ANY SUCH PROJECTIONS ARE SUBJECT
TO SIGNIFICANT CONTINGENCIES AND ASSUMPTIONS, MANY OF WHICH ARE BEYOND THE
CONTROL OF THE BORROWER, AND THAT NO ASSURANCES ARE OFFERED THAT SUCH
PROJECTIONS WILL BE REALIZED)) AND, PROMPTLY WHEN AVAILABLE, ANY SIGNIFICANT
REVISIONS OF SUCH BUDGET;
69
(F)
REASONABLY PROMPTLY AFTER THE SAME BECOME PUBLICLY AVAILABLE,
COPIES OF EACH ANNUAL REPORT, PROXY OR FINANCIAL STATEMENT OR OTHER MATERIAL
REPORT OR COMMUNICATION SENT TO STOCKHOLDERS OF THE PARENT, AND COPIES OF ALL
ANNUAL, REGULAR, PERIODIC AND SPECIAL REPORTS AND REGISTRATION STATEMENTS FILED
BY THE PARENT, THE BORROWER OR ANY SUBSIDIARY WITH THE SEC, OR WITH ANY NATIONAL
SECURITIES EXCHANGE, AS THE CASE MAY BE, AND PROMPTLY FOLLOWING ANY REASONABLE
REQUEST THEREFOR BY THE REQUIRED LENDERS (THROUGH THE ADMINISTRATIVE AGENT),
COPIES OF ALL MATERIAL PERIODIC AND OTHER REPORTS AND OTHER MATERIALS FILED BY
THE BORROWER OR ANY SUBSIDIARY WITH THE FCC OR THE RCA, OR ANY GOVERNMENTAL
AUTHORITY SUCCEEDING TO ANY OR ALL OF THE FUNCTIONS OF THE FCC OR THE RCA, AS
APPLICABLE PROVIDED, THAT DOCUMENTS REQUIRED TO BE DELIVERED PURSUANT TO SECTION
5.01(A), (B) AND (F) (TO THE EXTENT ANY SUCH DOCUMENTS ARE INCLUDED IN MATERIALS
OTHERWISE FILED WITH THE SEC) MAY BE DELIVERED ELECTRONICALLY AND, IF SO
DELIVERED, SHALL BE DEEMED TO HAVE BEEN DELIVERED ON THE DATE ON WHICH SUCH
DOCUMENTS ARE POSTED ON THE BORROWER'S BEHALF ON EDGAR OR ANOTHER RELEVANT
WEBSITE ESTABLISHED BY THE SEC, IF ANY, TO WHICH EACH LENDER AND THE