ACCOUNTANTS STATING THAT, IN MAKING THE EXAMINATION NECESSARY FOR SAID OPINION,
THEY OBTAINED NO KNOWLEDGE, EXCEPT AS SPECIFICALLY STATED, OF ANY FAILURE BY THE
COMPANY OR ANY RESTRICTED SUBSIDIARIES TO PERFORM OR OBSERVE ANY OF ITS
COVENANTS RELATING TO FINANCIAL MATTERS IN THIS CREDIT AGREEMENT, (Y) AN
ATTESTATION REPORT OF SUCH REGISTERED PUBLIC ACCOUNTING FIRM AS TO THE COMPANY'S
INTERNAL CONTROLS PURSUANT TO SECTION 404 OF SARBANES-OXLEY, AND (Z) A
CERTIFICATE IN THE FORM OF EXHIBIT D-2 HERETO OF A SENIOR FINANCIAL EXECUTIVE OF
THE COMPANY 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 DEFAULT HAS OCCURRED AND IS CONTINUING. NOTWITHSTANDING
ANYTHING TO THE CONTRARY HEREIN, THE COMPANY SHALL NOT BE REQUIRED TO DELIVER TO
THE ADMINISTRATIVE AGENT, WITH RESPECT TO THE FISCAL YEAR ENDING ON DECEMBER 31,
2005, (I) ANY CASH FLOW STATEMENT OF THE COMPANY AND THE RESTRICTED
SUBSIDIARIES, TAKEN TOGETHER, FOR SUCH FISCAL YEAR, PROVIDED THAT THE CASH FLOW
STATEMENT OF THE COMPANY AND THE RESTRICTED SUBSIDIARIES, TAKEN TOGETHER, FOR
THE FISCAL YEAR ENDING ON DECEMBER 31, 2006 REQUIRED TO BE DELIVERED BY THE
COMPANY PURSUANT TO THIS SECTION 7.01(B) SHALL SET FORTH IN COMPARATIVE FORM THE
CORRESPONDING FIGURES AS AT THE END OF AND FOR THE PRECEDING FISCAL YEAR AND
(II) THE CERTIFICATE FROM THE ACCOUNTANTS REFERRED TO IN CLAUSE (X) ABOVE FOR
SUCH FISCAL YEAR.
(C)
PROMPTLY AFTER THEIR BECOMING AVAILABLE, COPIES OF ALL
FINANCIAL STATEMENTS AND REPORTS WHICH THE PARENT CORP., THE COMPANY OR ANY
RESTRICTED SUBSIDIARY SHALL HAVE SENT ITS SHAREHOLDERS GENERALLY (OTHER THAN TAX
RETURNS UNLESS SPECIFICALLY REQUESTED UNDER SECTION 7.01(G)), COPIES OF
FINANCIAL STATEMENTS AND REPORTS WHICH THE COMPANY SHALL HAVE SENT TO THE
HOLDERS OF ANY PERMITTED DEBT OR ANY INDEBTEDNESS SPECIFIED IN SCHEDULE 7.12, TO
THE EXTENT SUCH STATEMENTS AND REPORTS CONTAIN INFORMATION RELATING TO THE
DESIGNATION OF THE COMPANY'S SUBSIDIARIES AS "RESTRICTED SUBSIDIARIES" UNDER THE
DEBT INSTRUMENTS GOVERNING ANY SUCH INDEBTEDNESS, AND TO THE CALCULATION OF
FINANCIAL RATIOS THEREUNDER AND COPIES OF ALL REGULAR AND PERIODIC REPORTS, IF
ANY, WHICH THE
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PARENT CORP., THE COMPANY OR ANY RESTRICTED SUBSIDIARY SHALL HAVE FILED WITH THE
SEC, OR ANY GOVERNMENTAL AGENCY SUBSTITUTED THEREFOR, OR WITH ANY NATIONAL
SECURITIES EXCHANGE.
(D)
CONCURRENTLY WITH THE DELIVERY OF THE FINANCIAL STATEMENTS
REFERRED TO IN SECTION 7.01(A) AND (B), A COMPLIANCE CERTIFICATE, DULY COMPLETED
(INCLUDING THE SUBSCRIBER INFORMATION REQUIRED TO BE SET FORTH THEREIN) SIGNED
BY THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER, TREASURER OR CONTROLLER
OF THE COMPANY.
(E)
PROMPTLY, NOTICE OF THE TERMINATION, CANCELLATION,
NONRENEWAL OR OTHER LOSS OF ANY FRANCHISE FOR A CABLE TELEVISION SYSTEM OR
SYSTEMS THAT HAS HAD OR IS LIKELY TO HAVE, EITHER ALONE OR IN CONJUNCTION WITH
ALL OTHER SUCH LOSSES, A MATERIALLY ADVERSE EFFECT.
(F)
AS SOON AS POSSIBLE AND IN