AND WILL
CAUSE EACH OF THEIR DOMESTIC SUBSIDIARIES TO: (I)
MAINTAIN ENTITY RECORDS AND
BOOKS OF ACCOUNT SEPARATE FROM THOSE OF ANY OTHER PERSON WHICH IS NOT A MEMBER
OF THE CONSOLIDATED GROUP; (II) NOT COMMINGLE ITS FUNDS OR ASSETS WITH THOSE OF
ANY OTHER PERSON WHICH IS NOT A MEMBER OF THE CONSOLIDATED GROUP; (III) PROVIDE
THAT ITS BOARD OF DIRECTORS OR OTHER ANALOGOUS GOVERNING BODY WILL HOLD ALL
APPROPRIATE MEETINGS TO AUTHORIZE AND APPROVE SUCH ENTITY'S ACTIONS, WHICH
MEETINGS WILL BE SEPARATE FROM THOSE OF OTHER ENTITIES; AND (IV) NOT FILE
CONSOLIDATED TAX RETURNS WITH ANY OTHER PERSON OTHER THAN MEMBERS OF THE
CONSOLIDATED GROUP.
SECTION 6.19
SYNDICATION.
THROUGH THE DATE SIX (6) MONTHS AFTER
THE CLOSING DATE, THE LOAN PARTIES AGREE TO COOPERATE WITH THE AGENTS, AND AGREE
TO CAUSE EACH OF THEIR DOMESTIC SUBSIDIARIES TO COOPERATE WITH THE AGENTS, IN
CONNECTION WITH (I) THE PREPARATION OF AN INFORMATION PACKAGE REGARDING THE
BUSINESS, OPERATIONS, FINANCIAL PROJECTIONS AND PROSPECTS OF THE LOAN PARTIES
AND THEIR DOMESTIC SUBSIDIARIES INCLUDING THE DELIVERY OF ALL INFORMATION
RELATING TO THE TRANSACTIONS CONTEMPLATED HEREUNDER PREPARED BY OR ON BEHALF OF
THE LOAN PARTIES AND THEIR DOMESTIC SUBSIDIARIES DEEMED REASONABLY NECESSARY BY
THE AGENTS TO COMPLETE THE
92
SYNDICATION OF THE CREDIT FACILITIES UNDER THIS AGREEMENT AND (II) THE
PRESENTATION OF AN INFORMATION PACKAGE REASONABLY SATISFACTORY IN FORMAT AND
CONTENT TO THE AGENTS IN MEETINGS AND OTHER COMMUNICATIONS WITH PROSPECTIVE
LENDERS IN CONNECTION WITH THE SYNDICATION OF THE CREDIT FACILITIES HEREUNDER
(INCLUDING DIRECT CONTACT BETWEEN SENIOR MANAGEMENT AND REPRESENTATIVES OF THE
LOAN PARTIES AND THEIR DOMESTIC SUBSIDIARIES WITH PROSPECTIVE LENDERS AND
PARTICIPATION OF SUCH PERSONS IN MEETINGS).
WITHOUT LIMITING THE FOREGOING, THE
LOAN PARTIES AUTHORIZE THE USE OF THEIR RESPECTIVE LOGOS IN CONNECTION WITH ANY
SUCH DISSEMINATION.
AT THE REQUEST OF THE ADMINISTRATIVE AGENT, THE LOAN
PARTIES AGREE TO PREPARE A VERSION OF THE INFORMATION PACKAGE AND PRESENTATION
THAT DOES NOT CONTAIN MATERIAL NON-PUBLIC INFORMATION CONCERNING THE LOAN
PARTIES OR THEIR AFFILIATES OR THEIR SECURITIES.
SECTION 6.20
TAX RETURNS. THE BORROWERS SHALL (I) FILE THE TAX
RETURNS AND REPORTS SET FORTH IN SCHEDULE 5.11 HEREOF NO LATER THAN DECEMBER 31,
2008 AND (II) OTHERWISE FILE ALL FEDERAL, STATE AND OTHER MATERIAL TAX RETURNS
AND REPORTS REQUIRED TO BE FILED, EXCEPT FOR THOSE WHICH ARE BEING CONTESTED IN
GOOD FAITH BY APPROPRIATE PROCEEDINGS DILIGENTLY CONDUCTED AND/OR FOR WHICH
ADEQUATE RESERVES HAVE BEEN PROVIDED IN ACCORDANCE WITH GAAP.
SECTION 6.21
OPINIONS. THE LOAN PARTIES AGREE TO PROVIDE, WITHIN
THE THIRTY (30) DAYS FOLLOWING THE CLOSING DATE, A FAVORABLE OPINION FROM COOLEY
GODWARD KRONISH LLP, COUNSEL TO THE LOAN PARTIES, ADDRESSED TO THE
ADMINISTRATIVE AGENT AND EACH LENDER, REGARDING THE ISSUERS WHO ARE NOT LOAN
PARTIES AS OF THE DATE HEREOF (EXCEPT MEDIAXSTREAM, LLC), IN FORM AND SUBSTANCE
SATISFACTORY TO THE ADMINISTRATIVE AGENT.
ARTICLE VII
NEGATIVE COVENANTS
So long as any Lender shall have any Revolving Commitment or any Delayed Draw
Commitment hereunder or any Loan or other Obligation hereunder shall remain
unpaid or unsatisfied, or