TIMELY FILE ALL MATERIAL REPORTS, STATEMENTS
AND FILINGS THAT ARE REQUIRED TO BE FILED BY ANY OF THEM WITH RESPECT TO
LICENSES UNDER THE COMMUNICATIONS ACT, AND COMPLY IN ALL MATERIAL RESPECTS
THEREWITH, INCLUDING WITHOUT LIMITATION THE RULES AND REGULATIONS OF THE FCC.
EACH LOAN PARTY SHALL COMPLY IN ALL RESPECTS WITH ALL PUC LICENSES AND THE
APPLICABLE STATE TELECOMMUNICATIONS LAWS, EXCEPT ANY SUCH FAILURE WHICH,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO HAVE A
MATERIAL ADVERSE EFFECT OR RESULT IN ANY LOAN PARTY NOT BEING AUTHORIZED TO OWN
OR OPERATE ANY PORTION OF SUCH LOAN PARTY'S PROPERTY, OR INCUR OR REMAIN LIABLE
WITH RESPECT TO ANY OF THE OBLIGATIONS OR LIENS GRANTED AS SECURITY THEREFOR.
SECTION 6.09
BOOKS AND RECORDS.
(A)
MAINTAIN PROPER BOOKS OF RECORD AND ACCOUNT, IN WHICH FULL, TRUE AND
CORRECT ENTRIES IN CONFORMITY WITH GAAP CONSISTENTLY APPLIED SHALL BE MADE OF
ALL FINANCIAL TRANSACTIONS AND MATTERS INVOLVING THE ASSETS AND BUSINESS OF SUCH
LOAN PARTY OR SUCH ITS SUBSIDIARY, AS THE CASE MAY BE.
(B)
MAINTAIN SUCH BOOKS OF RECORD AND ACCOUNT IN MATERIAL CONFORMITY WITH
ALL APPLICABLE REQUIREMENTS OF ANY GOVERNMENTAL AUTHORITY HAVING REGULATORY
JURISDICTION OVER SUCH LOAN PARTY OR SUCH SUBSIDIARY, AS THE CASE MAY BE;
PROVIDED, HOWEVER, THAT AS OF THE CLOSING DATE AND UNTIL DECEMBER 31, 2008,
SECTION 6.08 AND THIS SECTION 6.09(B) WILL NOT APPLY WITH RESPECT TO EXCEPTIONS
TO COMPLIANCE WITH LAWS DESCRIBED IN SCHEDULE 6.08.
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SECTION 6.10
INSPECTION RIGHTS; ANNUAL MEETING.
(A)
PERMIT REPRESENTATIVES AND INDEPENDENT CONTRACTORS OF THE
ADMINISTRATIVE AGENT TO VISIT AND INSPECT ANY OF ITS PROPERTIES, TO EXAMINE ITS
CORPORATE, FINANCIAL AND OPERATING RECORDS, AND MAKE COPIES THEREOF OR ABSTRACTS
THEREFROM, AND TO DISCUSS ITS AFFAIRS, FINANCES AND ACCOUNTS WITH ITS DIRECTORS,
OFFICERS, AND INDEPENDENT PUBLIC ACCOUNTANTS, ALL AT THE EXPENSE OF THE
BORROWERS AND AT SUCH REASONABLE TIMES DURING NORMAL BUSINESS HOURS AND AS OFTEN
AS MAY BE REASONABLY DESIRED, AND AS LONG AS NO DEFAULT OR AN EVENT OF DEFAULT
HAS OCCURRED AND IS CONTINUING, UPON REASONABLE ADVANCE NOTICE TO THE LOAN
PARTIES NOT MORE THAN ONE (1) TIME EACH CALENDAR YEAR; PROVIDED, HOWEVER, THAT
WHEN A DEFAULT OR AN EVENT OF DEFAULT HAS OCCURRED AND IS CONTINUING, THE
ADMINISTRATIVE AGENT OR ANY LENDER (OR ANY OF THEIR RESPECTIVE REPRESENTATIVES
OR INDEPENDENT CONTRACTORS) MAY DO ANY OF THE FOREGOING AT THE EXPENSE OF THE
LOAN PARTIES AT ANY TIME AND FROM TIME TO TIME DURING NORMAL BUSINESS HOURS AND
WITHOUT ADVANCE NOTICE.
(B)
PERMIT REPRESENTATIVES AND INDEPENDENT CONTRACTORS OF THE
ADMINISTRATIVE AGENT TO CONDUCT AN AUDIT OF THE COLLATERAL AT THE EXPENSE OF THE
LOAN PARTIES (NOT TO EXCEED $10,000 WITH RESPECT TO ANY SUCH AUDIT) UPON
REASONABLE ADVANCE NOTICE TO THE LOAN PARTIES AT LEAST ONCE ANNUALLY AND AT ANY
TIME DURING THE CONTINUANCE OF AN EVENT OF DEFAULT.
SECTION 6.11
USE OF PROCEEDS.
(A)
USE THE PROCEEDS OF THE TERM LOAN, THE DELAYED DRAW LOANS AND THE
REVOLVING LOANS: (I) TO MAKE CAPITAL EXPENDITURES AND