IN ALL MATERIAL
RESPECTS WITH ALL MATERIAL CONTRACTUAL OBLIGATIONS AND MATERIAL OPERATING
AGREEMENTS.
5.03
GOVERNMENTAL AUTHORIZATION; OTHER CONSENTS.
SUBJECT TO SECTION 10.16, NO APPROVAL, CONSENT, EXEMPTION, AUTHORIZATION, OR
OTHER ACTION BY, OR NOTICE TO, OR FILING WITH, THE FCC OR ANY OTHER GOVERNMENTAL
AUTHORITY OR ANY OTHER PERSON IS NECESSARY OR REQUIRED IN CONNECTION WITH THE
(A) EXECUTION, DELIVERY OR PERFORMANCE BY, OR ENFORCEMENT AGAINST, ANY LOAN
PARTY OF THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, (B) THE GRANT BY ANY LOAN
PARTY OF THE LIENS GRANTED BY IT PURSUANT TO THE COLLATERAL DOCUMENTS, (C) THE
PERFECTION OR MAINTENANCE OF THE LIENS CREATED UNDER THE COLLATERAL DOCUMENTS
(INCLUDING THE FIRST PRIORITY NATURE THEREOF) OR (D) THE EXERCISE BY THE
ADMINISTRATIVE AGENT OR ANY LENDER OF ITS RIGHTS UNDER THE LOAN DOCUMENTS OR THE
REMEDIES IN RESPECT OF THE COLLATERAL PURSUANT TO THE COLLATERAL DOCUMENTS,
EXCEPT ROUTINE FILINGS WITH THE FCC (E.G., OF THE LOAN AGREEMENT AND THE
COLLATERAL DOCUMENTS) AND THE SEC (E.G., A FORM 8-K) AND FILINGS OF UCC-1
FINANCING STATEMENTS AND ANY REQUIRED CONTINUATIONS THEREOF.
5.04
BINDING EFFECT.
THIS AGREEMENT HAS BEEN, AND
EACH OTHER LOAN DOCUMENT, WHEN DELIVERED HEREUNDER, WILL HAVE BEEN, DULY
EXECUTED AND DELIVERED BY EACH LOAN PARTY THAT IS PARTY THERETO.
THIS AGREEMENT
CONSTITUTES, AND EACH OTHER LOAN DOCUMENT WHEN SO DELIVERED WILL CONSTITUTE, A
LEGAL, VALID AND BINDING OBLIGATION OF SUCH LOAN PARTY, ENFORCEABLE AGAINST EACH
LOAN PARTY THAT IS PARTY THERETO IN ACCORDANCE WITH ITS TERMS, EXCEPT TO THE
EXTENT THAT THE
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ENFORCEABILITY HEREOF AND THEREOF MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY OR
LIKE LAWS AFFECTING CREDITORS RIGHTS GENERALLY AND BY THE APPLICATION OF GENERAL
EQUITABLE PRINCIPLES (WHETHER SUCH ENFORCEMENT IS SOUGHT BY PROCEEDINGS IN
EQUITY OR LAW).
5.05
FINANCIAL STATEMENTS; NO MATERIAL ADVERSE EFFECT.
(a)
The Audited Financial Statements (i) were prepared in
accordance with GAAP consistently applied throughout the period covered thereby,
except as otherwise expressly noted therein; (ii) fairly present in all material
respects the financial condition of the Parent, the Borrower and their
Subsidiaries as of the date thereof and their results of operations for the
period covered thereby in accordance with GAAP consistently applied throughout
the period covered thereby, except as otherwise expressly noted therein; and
(iii) show all material indebtedness and other liabilities, direct or
contingent, of the Parent, the Borrower and their Subsidiaries as of the date
thereof, including liabilities for taxes, material commitments and Indebtedness
to the extent required by GAAP to be shown therein.
(b)
The unaudited consolidated balance sheet of the Borrower and
its Subsidiaries dated March 31, 2007, and the related consolidated statements
of income or operations, shareholders' equity and cash flows for the fiscal
quarter-ended on that date (i) were prepared in accordance with GAAP
consistently applied throughout the period covered thereby, except as otherwise
expressly noted therein, and (ii) fairly present the financial condition of the
Borrower and its Subsidiaries as of the date thereof and their results of
operations for the period covered thereby, subject, in