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 THE CASE OF CLAUSES (I) AND (II), TO
CONDENSED FOOTNOTES, THE USE OF GAAP FOR INTERIM FINANCIAL STATEMENTS AND TO
NORMAL YEAR-END AUDIT ADJUSTMENTS.
SCHEDULE 5.05 SETS FORTH ALL MATERIAL
INDEBTEDNESS AND OTHER LIABILITIES, DIRECT OR CONTINGENT, OF THE PARENT, THE
BORROWER AND THEIR CONSOLIDATED SUBSIDIARIES AS OF THE DATE OF SUCH FINANCIAL
STATEMENTS, INCLUDING LIABILITIES FOR TAXES, MATERIAL COMMITMENTS AND
INDEBTEDNESS, IN EACH CASE ONLY TO THE EXTENT EACH SUCH INDEBTEDNESS OR EACH
SUCH LIABILITY EXCEEDS $20,000,000.
(C)
SINCE THE DATE OF THE AUDITED FINANCIAL STATEMENTS, THERE HAS BEEN
NO EVENT OR CIRCUMSTANCE, EITHER INDIVIDUALLY OR IN THE AGGREGATE, THAT HAS HAD
OR COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.06
LITIGATION.
EXCEPT FOR REGULATORY ISSUES AFFECTING THE INDUSTRY AS
A WHOLE, THERE IS NO ACTION, SUIT, COMPLAINT, PROCEEDING, INQUIRY OR
INVESTIGATION AT LAW OR IN EQUITY, OR BY OR BEFORE ANY COURT OR GOVERNMENTAL
INSTRUMENTALITY OR AGENCY, NOR ANY ORDER (INCLUDING, ANY ORDER TO SHOW CAUSE OR
ORDER OF FORFEITURE), DECREE OR JUDGMENT IN EFFECT, PENDING OR, TO THE BEST OF
THE PARENT'S AND THE BORROWER'S KNOWLEDGE, THREATENED AGAINST OR AFFECTING ANY
LOAN PARTY, ANY STATION OR ANY OF THE PROPERTIES OR RIGHTS RELATING TO ANY
STATION WHICH COULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
EXCEPT FOR REGULATORY ISSUES AFFECTING THE INDUSTRY AS A WHOLE AND EXCEPT FOR
REPEAT FILERS THAT ARE NUISANCE FILERS AND THEIR AFFILIATES, AGENTS AND
REPRESENTATIVES, NO PERSON HAS FILED OR, TO THE BEST OF THE BORROWER'S
KNOWLEDGE, THREATENED TO FILE, ANY COMPETING APPLICATION, PETITION TO DENY,
PETITION FOR RECONSIDERATION OR OTHER OPPOSITION AGAINST ANY APPLICATION,
INCLUDING ANY RENEWAL APPLICATION, FILED OR TO BE FILED BY ANY LOAN PARTY, THAT
COULD IN ANY SUCH CASE REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
5.07
NO DEFAULT.
NO DEFAULT HAS OCCURRED AND IS CONTINUING OR WOULD
RESULT FROM THE EXECUTION AND/OR DELIVERY OF ANY OF THE LOAN DOCUMENTS.
5.08
OWNERSHIP OF PROPERTY; LIENS.
EACH OF THE PARENT, THE BORROWER AND
EACH RESTRICTED SUBSIDIARY HAS GOOD TITLE IN FEE SIMPLE TO, OR VALID LEASEHOLD
INTERESTS IN, ALL REAL
59
PROPERTY NECESSARY OR USED IN THE ORDINARY CONDUCT OF ITS BUSINESS, EXCEPT FOR
SUCH DEFECTS IN TITLE AS COULD NOT REASONABLY BE EXPECTED TO HAVE A MATERIAL
ADVERSE EFFECT.
THE PROPERTY OF THE PARENT, THE BORROWER AND THEIR RESTRICTED
SUBSIDIARIES IS SUBJECT TO NO LIENS, EXCEPT LIENS PERMITTED BY SECTION 7.01.
5.09
ENVIRONMENTAL COMPLIANCE.
THE