AND CONTRACTUAL RIGHTS UNDER CONTRACTS
DESCRIBED IN SUBSECTION (C) BELOW,
(C)
EXCEPT AS OTHERWISE SET FORTH IN THIS
SECTION 5.18, THE PARENT IS NOT A PARTY TO OR BOUND BY ANY CONTRACT OR AGREEMENT
OTHER THAN THE STATION CONTRACTS AND OTHER CONTRACTUAL ARRANGEMENTS ENTERED INTO
IN THE ORDINARY COURSE OF BUSINESS CONSISTENT WITH THE RESTRICTIONS SET FORTH IN
SUBSECTION (D)(III) BELOW; AND
(D)
EXCEPT AS OTHERWISE SET FORTH IN THIS
SECTION 5.18, THE PARENT DOES NOT CONDUCT ANY BUSINESS OTHER THAN
(I)
HOLDING THE EQUITY INTERESTS IN THE
BORROWER,
(II)
ENTERING INTO AND PERFORMING CONTRACTS ON
BEHALF OF THE BORROWER AND THE SUBSIDIARIES IN CONNECTION WITH THE ORDINARY
COURSE OF OPERATION OF THE STATIONS (THE "STATION CONTRACTS") AND
(III)
ENTERING INTO AND PERFORMING CONTRACTS IN
CONNECTION WITH THE CORPORATE OFFICE AND OTHER CORPORATE OVERHEAD ITEMS
CONSISTENT WITH PAST PRACTICES.
There are no Liens of any nature whatsoever on any of the property or assets of
the Parent except Liens permitted by Section 7.01.
5.19
SOLVENT.
THE BORROWER IS, AND THE PARENT, THE
BORROWER AND THEIR SUBSIDIARIES ARE ON A CONSOLIDATED BASIS, SOLVENT.
60
ARTICLE VI.
AFFIRMATIVE COVENANTS
So long as any Lender shall have any Commitment hereunder, any Loan or other
Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit
shall remain outstanding, the Borrower and the Parent shall, and shall (except
in the case of the covenants set forth in Sections 6.01, 6.02 and 6.03) cause
each Subsidiary to:
6.01
FINANCIAL STATEMENTS.
DELIVER TO THE
ADMINISTRATIVE AGENT, IN FORM AND DETAIL SATISFACTORY TO THE ADMINISTRATIVE
AGENT AND THE REQUIRED LENDERS:
(A)
AS SOON AS AVAILABLE, BUT IN ANY EVENT
WITHIN 90 DAYS AFTER THE END OF EACH FISCAL YEAR OF THE BORROWER, A CONSOLIDATED
BALANCE SHEET OF THE PARENT (INCLUDING THE ACCOUNTS OF THE BORROWER AND THEIR
SUBSIDIARIES) AS AT THE END OF SUCH FISCAL YEAR, AND THE RELATED CONSOLIDATED
STATEMENTS OF INCOME OR OPERATIONS, SHAREHOLDERS' EQUITY AND CASH FLOWS FOR SUCH
FISCAL YEAR, SETTING FORTH IN EACH CASE IN COMPARATIVE FORM THE FIGURES FOR THE
PREVIOUS FISCAL YEAR, ALL IN REASONABLE DETAIL AND PREPARED IN ACCORDANCE WITH
GAAP, SUCH CONSOLIDATED STATEMENTS TO BE AUDITED AND ACCOMPANIED BY A REPORT AND
OPINION OF ONE OF THE "BIG FOUR" CERTIFIED ACCOUNTING FIRMS OR ANOTHER
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT OF NATIONALLY RECOGNIZED STANDING OR
OTHERWISE REASONABLY ACCEPTABLE TO THE AGENTS, WHICH REPORT AND OPINION (AS TO
THE FINANCIAL STATEMENTS) SHALL BE PREPARED IN ACCORDANCE WITH GENERALLY
ACCEPTED AUDITING STANDARDS AND SHALL NOT BE SUBJECT TO ANY QUALIFICATION OR
EXCEPTION NOT REASONABLY ACCEPTABLE TO THE ADMINISTRATIVE AGENT; AND
(B)
AS SOON AS AVAILABLE, BUT IN ANY EVENT
WITHIN 45 DAYS AFTER THE END OF EACH OF THE FIRST THREE FISCAL QUARTERS OF EACH
FISCAL YEAR OF THE PARENT, THE FOLLOWING FINANCIAL STATEMENTS AS OF THE END OF
SUCH FISCAL QUARTER: (I) CONDENSED CONSOLIDATED BALANCE SHEET AS OF THE FISCAL
QUARTER THEN ENDED WITH A COMPARISON TO THE BALANCE SHEET AS OF THE MOST
RECENTLY ENDED FISCAL YEAR; (II)