THE
RESTRICTED SUBSIDIARIES AND A CERTIFICATE OF SUCH ACCOUNTANTS STATING THAT, IN
MAKING THE EXAMINATION NECESSARY FOR SAID OPINION, THEY OBTAINED NO KNOWLEDGE,
EXCEPT AS SPECIFICALLY STATED, OF ANY FAILURE BY THE PARENT GUARANTOR, THE
BORROWER OR ANY RESTRICTED SUBSIDIARIES TO PERFORM OR OBSERVE ANY OF ITS
COVENANTS RELATING TO FINANCIAL MATTERS IN THIS AGREEMENT, (Y) A CERTIFICATE IN
THE FORM OF EXHIBIT D-2 HERETO OF A SENIOR FINANCIAL EXECUTIVE OF THE BORROWER
STATING THAT SUCH FINANCIAL STATEMENTS ARE CORRECT AND COMPLETE AND FAIRLY
PRESENT THE FINANCIAL CONDITION AND RESULTS OF OPERATIONS OF THE RESPECTIVE
ENTITIES COVERED THEREBY AS AT THE END OF AND FOR SUCH FISCAL YEAR AND THAT THE
EXECUTIVE SIGNING THE SAME HAS NO KNOWLEDGE, EXCEPT AS SPECIFICALLY STATED, THAT
ANY EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING AND (Z) MANAGEMENT'S
DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS FOR THE PERIOD COVERED THEREBY.
(C)
PROMPTLY AFTER THEIR BECOMING AVAILABLE,
COPIES OF FINANCIAL STATEMENTS AND REPORTS WHICH CSC HOLDINGS SHALL HAVE SENT TO
THE HOLDERS OF NOTES UNDER THE CSC HOLDINGS INDENTURE OR WHICH THE PARENT
GUARANTOR SHALL HAVE RECEIVED AS A HOLDER OF THE CABLEVISION NOTES, AND TO THE
CALCULATION OF FINANCIAL RATIOS THEREUNDER AND COPIES OF ALL REGULAR AND
PERIODIC REPORTS,
41
IF ANY, WHICH THE BORROWER OR ANY RESTRICTED SUBSIDIARY SHALL HAVE FILED WITH
THE SEC, OR ANY GOVERNMENTAL AGENCY SUBSTITUTED THEREFOR, OR WITH ANY NATIONAL
SECURITIES EXCHANGE.
(D)
BEGINNING WITH THE FISCAL QUARTER OF THE
BORROWER ENDING DECEMBER 31, 2008, CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 6.01(A) AND (B), A COMPLIANCE
CERTIFICATE FROM THE BORROWER, DULY COMPLETED SIGNED BY THE CHIEF EXECUTIVE
OFFICER, CHIEF FINANCIAL OFFICER, TREASURER OR CONTROLLER OF THE BORROWER.
(E)
AS SOON AS PRACTICABLE AND IN ANY EVENT
WITHIN TEN DAYS AFTER ANY SENIOR EXECUTIVE OF THE BORROWER OR ANY RESTRICTED
SUBSIDIARY OR OF ANY GENERAL PARTNER OF ANY RESTRICTED SUBSIDIARY SHALL HAVE
OBTAINED KNOWLEDGE OF THE OCCURRENCE OF A DEFAULT, A STATEMENT DESCRIBING SUCH
DEFAULT AND THE ACTION WHICH IS PROPOSED TO BE TAKEN WITH RESPECT THERETO.
(F)
FROM TIME TO TIME, WITH REASONABLE
PROMPTNESS, SUCH FURTHER INFORMATION REGARDING THE BUSINESS, AFFAIRS AND
FINANCIAL CONDITION OF THE BORROWER OR ANY OF THE RESTRICTED SUBSIDIARIES OR ANY
OF THEIR RESPECTIVE AFFILIATES OR OTHER AFFILIATES AS THE ADMINISTRATIVE AGENT
OR ANY LENDER, THROUGH THE ADMINISTRATIVE AGENT, MAY REASONABLY REQUEST.
(G)
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 6.01(A) AND (B), A LIST OF ANY NEW,
OR REDESIGNATION WITH RESPECT TO, RESTRICTED SUBSIDIARIES AND UNRESTRICTED
SUBSIDIARIES.
Documents required to be delivered pursuant to Section 6.01(a), (b) or (c) (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 (i) on which the Borrower, CSC Holdings or
Cablevision posts such documents, or provides a link thereto on the website on
the Internet at the website address listed on