the case of clauses
(i) and (ii), to condensed footnotes, the use of GAAP for interim financial
statements and to normal year-end audit adjustments.
Schedule 5.05 sets forth
all material indebtedness and other liabilities, direct or contingent, of the
Parent, the Borrower and their consolidated Subsidiaries as of the date of such
financial statements, including liabilities for taxes, material commitments and
Indebtedness, in each case only to the extent each such indebtedness or each
such liability exceeds $20,000,000.
(c)
Since the date of the Audited Financial Statements, there
has been no event or circumstance, either individually or in the aggregate, that
has had or could reasonably be expected to have a Material Adverse Effect.
5.06
LITIGATION.
EXCEPT FOR REGULATORY ISSUES
AFFECTING THE INDUSTRY AS A WHOLE, THERE IS NO ACTION, SUIT, COMPLAINT,
PROCEEDING, INQUIRY OR INVESTIGATION AT LAW OR IN EQUITY, OR BY OR BEFORE ANY
COURT OR GOVERNMENTAL INSTRUMENTALITY OR AGENCY, NOR ANY ORDER (INCLUDING, ANY
ORDER TO SHOW CAUSE OR ORDER OF FORFEITURE), DECREE OR JUDGMENT IN EFFECT,
PENDING OR, TO THE BEST OF THE PARENT'S AND THE BORROWER'S KNOWLEDGE, THREATENED
AGAINST OR AFFECTING ANY LOAN PARTY, ANY STATION OR ANY OF THE PROPERTIES OR
RIGHTS RELATING TO ANY STATION WHICH COULD REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT.
EXCEPT FOR REGULATORY ISSUES AFFECTING THE INDUSTRY AS
A WHOLE AND EXCEPT FOR REPEAT FILERS THAT ARE NUISANCE FILERS AND THEIR
AFFILIATES, AGENTS AND REPRESENTATIVES, NO PERSON HAS FILED OR, TO THE BEST OF
THE BORROWER'S KNOWLEDGE, THREATENED TO FILE, ANY COMPETING APPLICATION,
PETITION TO DENY, PETITION FOR RECONSIDERATION OR OTHER OPPOSITION AGAINST ANY
APPLICATION, INCLUDING ANY RENEWAL APPLICATION, FILED OR TO BE FILED BY ANY LOAN
PARTY, THAT COULD IN ANY SUCH CASE REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
74
5.07
NO DEFAULT.
NO DEFAULT HAS OCCURRED AND IS
CONTINUING OR WOULD RESULT FROM THE EXECUTION AND/OR DELIVERY OF ANY OF THE LOAN
DOCUMENTS.
5.08
OWNERSHIP OF PROPERTY; LIENS.
EACH OF THE
PARENT, THE BORROWER AND EACH RESTRICTED SUBSIDIARY HAS GOOD TITLE IN FEE SIMPLE
TO, OR VALID LEASEHOLD INTERESTS IN, ALL REAL PROPERTY NECESSARY OR USED IN THE
ORDINARY CONDUCT OF ITS BUSINESS, EXCEPT FOR SUCH DEFECTS IN TITLE AS COULD NOT
REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
THE PROPERTY OF THE
PARENT, THE BORROWER AND THEIR RESTRICTED SUBSIDIARIES IS SUBJECT TO NO LIENS,
EXCEPT LIENS PERMITTED BY SECTION 7.01.
5.09
ENVIRONMENTAL COMPLIANCE.
THE PARENT, THE
BORROWER AND THEIR SUBSIDIARIES HAVE OBTAINED ALL MATERIAL PERMITS, LICENSES AND
OTHER AUTHORIZATIONS WHICH ARE REQUIRED UNDER APPLICABLE ENVIRONMENTAL LAWS AND
ARE IN COMPLIANCE WITH SUCH ENVIRONMENTAL LAWS, EXCEPT FOR SUCH FAILURES TO
OBTAIN AND SUCH NON COMPLIANCE AS COULD NOT, INDIVIDUALLY OR IN THE AGGREGATE,
REASONABLY BE EXPECTED TO NAVE A MATERIAL ADVERSE EFFECT.
5.10
INSURANCE.
THE PROPERTIES OF THE PARENT, THE
BORROWER AND THEIR RESTRICTED SUBSIDIARIES ARE INSURED WITH FINANCIALLY SOUND
AND REPUTABLE INSURANCE COMPANIES NOT AFFILIATES OF THE BORROWER, IN SUCH
AMOUNTS (AFTER GIVING EFFECT TO ANY SELF-INSURANCE), WITH