Common use of Copies of Other Reports and Notices Clause in Contracts

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy copies of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower its Subsidiaries by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower its Subsidiaries with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iviii) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrowerits Subsidiaries; (b) Promptly upon the Borrower becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness Indebtedness or other security of the Borrower or any Subsidiary of the Borrower its Subsidiaries in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, thereunder or (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon the Borrower becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, 250,000 or Operating Lease in which the annual rentals thereunder exceed $100,000 has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt by the Borrower thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or and could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of its Subsidiaries of the Borrower in an amount of $500,000 250,000 or more in the aggregate, aggregate or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such material data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Parent, the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 7.03 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Parent, the Borrower or any Subsidiary of the Borrower to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Parent, the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Parent, the Borrower or any Subsidiary of the Borrower; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Parent, the Borrower or any Subsidiary of the Borrower in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any party to any material Capital Lease of the Borrower or any Subsidiary of the Borrower has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Parent, the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Parent, the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties Properties may be bound, or (iiiiv) any event, circumstance or condition which could reasonably be expected to be classified as constitute a Material Adverse EffectChange, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC, the FAA or any Tribunal other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Lawthe Communications Act, or could reasonably be expected to might result in the payment of money by the Parent, the Borrower or any Subsidiary of the Borrower in an amount of $500,000 250,000 or more in the aggregate, or otherwise have constitute a Material Adverse EffectChange, or result in the loss or suspension of any Necessary Authorization where material License; (d) Promptly upon receipt from any governmental agency, or any government, political subdivision or other entity, any material notice, correspondence, hearing, proceeding or order regarding or affecting the Parent, the Borrower, any Subsidiary of the Borrower, or any of their Properties or businesses not in the ordinary course of business, a copy of such loss could reasonably notice, correspondence, hearing, proceeding or order; (e) Promptly upon and in any event within forty-eight hours after the Borrower first has knowledge of (i) the Parent failing to or electing to, as appropriate, (A) continue to qualify as a real estate investment trust as defined in Section 856 of the Code or (B) maintain its REIT Status, (ii) any act by the Parent causing the election by the Parent or the Borrower, as applicable, to be expected taxed as a real estate investment trust to have be terminated, (iii) any act causing the Parent to be subject to the taxes imposed by Section 857(b)(6) of the Code, (iv) the Parent failing to be entitled to a Material Adverse Effectdividends paid deduction under Section 857 of the Code, (v) the Parent failing to satisfy any condition or limitation set forth in Section 856(b) or 856(c) of the Code, (vi) any challenge by the Internal Revenue Service to the Parent's REIT Status, (vii) the Borrower or any Subsidiary of Borrower failing to be a Qualified REIT Subsidiary, (viii) any challenge by the Internal Revenue Service to the status of Borrower or any Subsidiary of Borrower as a Qualified REIT Subsidiary, or (ix) any other REIT Conversion, immediate telephonic and subsequent written notice within forty-eight hours of any such occurrence or circumstance; and (ef) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Parent, the Borrower and its SubsidiariesSubsidiaries that is within the Borrower's control, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Parent, the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 7.03 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Parent, the Borrower or any Subsidiary of the Borrower to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Parent, the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Parent, the Borrower or any Subsidiary of the Borrower; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Parent, the Borrower or any Subsidiary of the Borrower in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any party to any material Capital Lease of the Borrower or any Subsidiary of the Borrower has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Parent, the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Parent, the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties Properties may be bound, or (iiiiv) any event, circumstance or condition which could reasonably be expected to be classified as constitute a Material Adverse EffectChange, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC, the FAA or any Tribunal other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Lawthe Communications Act, or could reasonably be expected to might result in the payment of money by the Parent, the Borrower or any Subsidiary of the Borrower in an amount of $500,000 250,000 or more in the aggregate, or otherwise have constitute a Material Adverse EffectChange, or result in the loss or suspension of any Necessary Authorization where material License; (d) Promptly upon receipt from any governmental agency, or any government, political subdivision or other entity, any material notice, correspondence, hearing, proceeding or order regarding or affecting the Parent, the Borrower, any Subsidiary of the Borrower, or any of their Properties or businesses not in the ordinary course of business, a copy of such loss could reasonably notice, correspondence, hearing, proceeding or order; (e) Promptly upon and in any event within forty-eight hours after the Borrower first has knowledge of (i) the Parent failing to (A) continue to qualify as a real estate investment trust as defined in Section 856 of the Code or (B) maintain its REIT Status, (ii) any act by the Parent causing the election by the Parent or the Borrower, as applicable, to be expected taxed as a real estate investment trust to have be terminated, (iii) any act causing the Parent to be subject to the taxes imposed by Section 857(b)(6) of the Code, (iv) the Parent failing to be entitled to a Material Adverse Effectdividends paid deduction under Section 857 of the Code, (v) the Parent failing to satisfy any condition or limitation set forth in Section 856(b) or 856(c) of the Code, (vi) any challenge by the Internal Revenue Service to the Parent's REIT Status, (vii) the Borrower or any Subsidiary of Borrower failing to be a Qualified REIT Subsidiary, or (viii) any challenge by the Internal Revenue Service to the status of Borrower or any Subsidiary of Borrower as a Qualified REIT Subsidiary, notice of any such occurrence or circumstance; and (ef) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Parent, the Borrower and its SubsidiariesSubsidiaries that is within the Borrower's control, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any Subsidiary to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the BorrowerSubsidiary; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any party to any Capitalized Lease Obligations has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iii) any occurrence or non-non- occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iiiiv) any event, circumstance or condition which could reasonably be expected to be classified as have a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal Governmental Authority relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any LawApplicable Laws, or could reasonably be expected to might result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 1,000,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse EffectAuthorization; (d) Promptly upon receipt from any governmental agency, or any government, political subdivision or other entity, any material notice, correspondence, hearing, proceeding or order regarding or affecting the Borrower, any Subsidiary, or any of their properties or businesses; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative LenderAgent, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000250,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 250,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 6.4 hereof, and, if requested by the ----------- Administrative LenderAgent, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower, and (v) forms of Purchase Documents and, to the extent requested by the Administrative Agent, other documents being used in connection with the Projects to the extent different from those previously furnished to the Administrative Agent; (b) Promptly upon becoming aware that (i) that the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any of the occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their respective properties may be bound, or (iii) of any -66- event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter ----------- submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iviii) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 300,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, thereunder or (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000200,000 or Operating Lease in which the annual rentals thereunder exceed $50,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or and could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 100,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such material data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy copies of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower its Subsidiaries by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower its Subsidiaries with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iviii) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrowerits Subsidiaries; (b) Promptly upon the Borrower becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower its Subsidiaries in excess of $500,000 1,000,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, thereunder or (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower Obligor by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative LenderAgent, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower any Obligor to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower Obligor with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the BorrowerObligor; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower Obligor in excess of $500,000 1,000,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower Obligor under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower Obligor is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as have a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Leaseany other lease obligations of any Obligor, in each case, in excess of $500,0001,000,000, has given notice or taken any action with respect to a material breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Lawlaw by any Obligor, or could reasonably be expected to might result in the payment of money by the Borrower or any Subsidiary of the Borrower Obligor in an amount of $500,000 1,000,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse EffectAuthorization; (e) Promptly upon receipt from any governmental agency, or any government, political subdivision or other entity, any material notice, correspondence, hearing, proceeding or order regarding or affecting any Obligor, or any of their respective properties or businesses; and (ef) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiariesany Obligor, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section SECTION 6.2 hereof, and, if requested by the ----------- Administrative Lender, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000250,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 250,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Parent, the Borrower or any Restricted Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 7.02 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Parent, the Borrower or any Restricted Subsidiary to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Parent, the Borrower or any Restricted Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Parent, the Borrower or any Subsidiary of the Borrower;Restricted Subsidiary. (b) Promptly upon becoming aware that (i) that the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower Borrower, the Parent or any Restricted Subsidiary of the Borrower in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) of any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Parent, the Borrower or any Restricted Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Parent, the Borrower or any Restricted Subsidiary of the Borrower is a party or by which any of their properties Properties may be bound, or (iii) of the occurrence of any event, circumstance or condition which could reasonably be expected to be classified as cause a Material Adverse EffectChange, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC, any Tribunal applicable PUC or any other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with the Communications Act or any Lawlaw, rule or regulation of any applicable PUC, or could reasonably be expected to might result in the payment of money by the Borrower Borrower, the Parent or any Restricted Subsidiary of the Borrower in an amount of $500,000 250,000 or more in the aggregate, or otherwise have cause a Material Adverse EffectChange, or result in the loss or suspension of any Necessary Authorization where material License or any material contract; (d) Promptly upon the knowledge of an Authorized Officer of receipt by the Parent, the Borrower or any Restricted Subsidiary from any governmental agency, or any government, political subdivision or other entity, of any material notice, correspondence, hearing, proceeding or order regarding or affecting the Parent, the Borrower, any Restricted Subsidiary, or any of their Properties or businesses not in the ordinary course of business, a copy of such loss could reasonably be expected to have a Material Adverse Effectnotice, correspondence, hearing, proceeding or order; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Parent, the Borrower and its the Restricted Subsidiaries, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any Subsidiary to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the BorrowerSubsidiary; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any party to any Capitalized Lease Obligations has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iii) any occurrence or non-non- occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iiiiv) any event, circumstance or condition which could reasonably be expected to be classified as have a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal Governmental Authority relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any LawApplicable Laws, or could reasonably be expected to might result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 5,000,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse EffectAuthorization; (d) Promptly upon receipt from any governmental agency, or any government, political subdivision or other entity, any material notice, correspondence, hearing, proceeding or order regarding or affecting the Borrower, any Subsidiary, or any of their properties or businesses; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or material letters submitted to the Borrower or any Material Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 7.02 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any Restricted Subsidiary to stockholders generally, generally and (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Restricted Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower;. (b) Promptly upon becoming aware that (i) that the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Material Subsidiary of the Borrower in excess of $500,000 25,000,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) of any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could would constitute either (A) a material breach "Default" or "Event of Default" (as such terms are defined in the Existing Financing Documentation) by the Borrower or any Material Subsidiary of the Borrower under any material agreement Existing Financing or instrument other than this Agreement to which the Borrower or (B) a Repayment Event under any Subsidiary of the Borrower is a party or by which any of their properties may be boundExisting Financing, or (iii) of the occurrence of any event, circumstance or condition which could is, or would reasonably be expected to be classified as cause, a Material Adverse EffectChange, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (di) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC, any Tribunal applicable PUC or any other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy and information relating to material developments with respect thereto that both (A) relates to a breach of or noncompliance with the Communications Act or any Lawlaw, rule or could regulation of any applicable PUC, and (B) would reasonably be expected to result in the payment of money by the Borrower or any Restricted Subsidiary of the Borrower in an amount of $500,000 25,000,000 or more in the aggregate, or otherwise have is, or would reasonably be expected to cause, a Material Adverse EffectChange, or result in the loss or suspension of any Necessary Authorization where such loss could Material License; and (ii) Within 10 Business Days after an Authorized Officer of the Borrower has actual knowledge or notice thereof, notice of (A) the commencement of any proceeding or investigation before any applicable PUC with respect to the operations of the Borrower or any Restricted Subsidiary which would reasonably be expected to have cause a Material Adverse Effect; andChange, and (B) the commencement of all proceedings or material formal investigations before the FCC. (ed) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its the Restricted Subsidiaries, as the Administrative Lender Agent or any Lender through the Administrative Agent may reasonably request, and from time to time within a reasonable time period after each request during the continuance of an Event of Default, such projections as may be reasonably requested by the Administrative Agent or any Lender through the Administrative Agent.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower, and (v) forms of Purchase Documents and, to the extent requested by the Administrative Lender, other documents being used in connection with the Projects to the extent different from those delivered pursuant to Section 3.1(l) hereof; (b) Promptly upon becoming aware that (i) that the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any of the occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their respective properties may be bound, or (iii) of any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender or any Lender may reasonably request.result

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy copies of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower its Subsidiaries by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower its Subsidiaries with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iviii) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrowerits Subsidiaries; (b) Promptly upon the Borrower becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness Indebtedness or other security of the Borrower or any Subsidiary of the Borrower its Subsidiaries in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, thereunder or (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon the Borrower becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, 250,000 or Operating Lease in which the annual rentals thereunder exceed $100,000 has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt by the Borrower thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or and could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of the Borrower its Subsidiaries in an amount of $500,000 250,000 or more in the aggregate, aggregate or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such material data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower Obligor by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, ----------- and, if requested by the ----------- Administrative LenderAgent, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower any Obligor to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower Obligor with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the BorrowerObligor; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower Obligor in excess of $500,000 100,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower Obligor under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower Obligor is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Leaseany other lease obligations of any Obligor, in each case, in excess of $500,000100,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any LawLaw by any Obligor, or could reasonably be expected to might result in the payment of money by the Borrower or any Subsidiary of the Borrower Obligor in an amount of $500,000 100,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse EffectAuthorization; (e) Promptly upon receipt from any governmental agency, or any government, political subdivision or other entity, any material notice, correspondence, hearing, proceeding or order regarding or affecting any Obligor, or any of their respective properties or businesses; and (ef) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiariesany Obligor, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy copies of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower its Subsidiaries by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower its Subsidiaries with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iviii) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrowerits Subsidiaries; (b) Promptly upon the Borrower becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower its Subsidiaries in excess of $500,000 1,000,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, thereunder or (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon the Borrower becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, 1,000,000 or Operating Lease in which the annual rentals thereunder exceed $150,000 has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt by the Borrower thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or and could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of its Subsidiaries of the Borrower in an amount of $500,000 1,000,000 or more in the aggregate, aggregate or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such material data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Parent, the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 7.02 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Parent, the Borrower or any Subsidiary of the Borrower to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Parent, the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Parent, the Borrower or any Subsidiary of the Borrower; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Parent, the Borrower or any Subsidiary of the Borrower in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Parent, the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Parent, the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties Properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as cause a Material Adverse EffectChange, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC, any Tribunal applicable PUC or any other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with the Communications Act or any Lawlaw, rule or regulation of any applicable PUC, or could reasonably be expected to might result in the payment of money by the Parent, the Borrower or any Subsidiary of the Borrower in an amount of $500,000 250,000 or more in the aggregate, or otherwise have cause a Material Adverse EffectChange, or result in the loss or suspension of any Necessary Authorization where material License or any material contract; (d) Promptly upon the knowledge of an Authorized Officer of receipt by the Parent, the Borrower or any Subsidiary of the Borrower from any governmental agency, or any government, political subdivision or other entity, of any material notice, correspondence, hearing, proceeding or order regarding or affecting the Parent, the Borrower, any Subsidiary of the Borrower, or any of their Properties or businesses not in the ordinary course of business, a copy of such loss could reasonably be expected to have a Material Adverse Effectnotice, correspondence, hearing, proceeding or order; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Parent, the Borrower and its SubsidiariesSubsidiaries that is within the Borrower's control, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Restricted Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any Restricted Subsidiary to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower subsidiary with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Restricted Subsidiary of the Borrower in excess of $500,000 750,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any party to any Capitalized Lease Obligations or any Local Marketing Agreement has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Restricted Subsidiary of the Borrower under any material agreement or instrument which could reasonably be expected to result in a liability in excess of $750,000, other than this Agreement to which the Borrower or any Restricted Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iiiiv) any event, circumstance or condition which could reasonably be expected to be classified as have a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party ; provided, however, no notice shall be required to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action be delivered hereunder with respect to a breachany event, failure circumstance or condition set forth in clause (i), (ii) or (iii) immediately preceding if, in the opinion of counsel to performthe Borrower or such Restricted Subsidiary, claimed default or event there is no reasonable possibility of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information an adverse determination with respect to and copies of any notices received from any Tribunal relating to any ordersuch event, ruling, law, information circumstance or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender or any Lender may reasonably request.condition;

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Parent, the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 7.03 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Parent, the Borrower or any Subsidiary of the Borrower to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Parent, the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Parent, the Borrower or any Subsidiary of the Borrower; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Parent, the Borrower or any Subsidiary of the Borrower in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any party to any material Capital Lease of the Borrower or any Subsidiary of the Borrower has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Parent, the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Parent, the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties Properties may be bound, or (iiiiv) any event, circumstance or condition which could reasonably be expected to be classified as constitute a Material Adverse EffectChange, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC, the FAA or any Tribunal other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Lawthe Communications Act, or could reasonably be expected to might result in the payment of money by the Parent, the Borrower or any Subsidiary of the Borrower in an amount of $500,000 250,000 or more in the aggregate, or otherwise have constitute a Material Adverse EffectChange, or result in the loss or suspension of any Necessary Authorization where material License; (d) Promptly upon receipt from any governmental agency, or any government, political subdivision or other entity, any material notice, correspondence, hearing, proceeding or order regarding or affecting the Parent, the Borrower, any Subsidiary of the Borrower, or any of their Properties or businesses not in the ordinary course of business, a copy of such loss could reasonably notice, correspondence, hearing, proceeding or order; (e) Promptly upon and in any event within forty-eight hours after the Borrower first has knowledge of (i) the Parent failing to or electing to, as appropriate, (A) continue to qualify as a real estate investment trust as defined in Section 856 of the Code or (B) maintain its REIT Status, (ii) any act by the Parent causing the election by the Parent or the Borrower, as applicable, to be expected taxed as a real estate investment trust to have be terminated, (iii) any act causing the Parent to be subject to the taxes imposed by Section 857(b)(6) of the Code, (iv) the Parent failing to be entitled to a Material Adverse Effectdividends paid deduction under Section 857 of the Code, (v) the Parent failing to satisfy any condition or limitation set forth in Section 856(b) or 856(c) of the Code, (vi) any challenge by the Internal Revenue Service to the Parent's REIT Status, (vii) the Borrower or any Subsidiary of Borrower failing to be a Qualified REIT Subsidiary, (viii) any challenge by the Internal Revenue Service to the status of Borrower or any Subsidiary of Borrower as a Qualified REIT Subsidiary, or (ix) any other REIT Conversion, immediate telephonic and subsequent written notice within forty- eight hours of any such occurrence or circumstance; and (ef) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Parent, the Borrower and its SubsidiariesSubsidiaries that is within the Borrower's control, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Restricted Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any Restricted Subsidiary to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower subsidiary with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness Debt for Borrowed Money or other security of the Borrower or any Restricted Subsidiary of the Borrower in excess of $500,000 10,000,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any party to any Capitalized Lease Obligations or any Local Marketing Agreement has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Restricted Subsidiary of the Borrower under any material agreement or instrument which could reasonably be expected to result in a liability in excess of $10,000,000, other than this Agreement to which the Borrower or any Restricted Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iiiiv) any event, circumstance or condition which could reasonably be expected to be classified as have a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party ; provided, however, no notice shall be required to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action be delivered hereunder with respect to a breachany event, failure to performcircumstance or condition set forth in clause (i), claimed default (ii) or event of default thereunder(iii) immediately preceding if, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender or any Lender may reasonably request.opinion

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, any other ----------- comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any Subsidiary to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof, except for those related to registration statements on Form S-8) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the BorrowerSubsidiary; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 4,000,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any party to any Capitalized Lease Obligation in excess of $4,000,000 or any party to any obligations in respect of Operating Leases, the termination or default with respect to which could reasonably be expected to have a Material Adverse Effect, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, if any such event could reasonably be expected to have a Material Adverse Effect, or (iiiiv) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to might result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 5,000,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse EffectAuthorization; (d) Promptly upon receipt from any governmental agency, or any government, political subdivision or other entity, any material notice, correspondence, hearing, proceeding or order regarding or affecting the Borrower, any Subsidiary, or any of their properties or businesses; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the either Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 7.02 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the either Borrower or any Subsidiary to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the either Borrower or any Subsidiary of the Borrower their Subsidiaries with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower Borrowers or any Subsidiary of the Borrower;their Subsidiaries. (b) Promptly upon becoming aware that (i) that the holder(s) of any note(s) or other evidence of indebtedness or other security of the either Borrower or any Subsidiary of the Borrower their Subsidiaries in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) of any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the either Borrower or any such Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the such Borrower or any such Subsidiary of the Borrower is a party or by which any of their properties Properties may be bound, or (iii) of the occurrence of any event, circumstance or condition which could reasonably be expected to be classified as cause a Material Adverse EffectChange, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC, any Tribunal applicable PUC or any other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with the Communications Act or any Lawlaw, rule or regulation of any applicable PUC, or could reasonably be expected to might result in the payment of money by the Borrower or either Borrower, any Subsidiary of the Borrower in an amount of $500,000 250,000 or more in the aggregate, or otherwise have could reasonably be expected to cause a Material Adverse EffectChange, or result in the loss or suspension of any Necessary Authorization where material License or any material contract; (d) Promptly upon the knowledge of an Authorized Officer of receipt by either Borrower or any of their Subsidiaries from any governmental agency, or any government, political subdivision or other entity, of any material notice, correspondence, hearing, proceeding or order regarding or affecting either Borrower or any such loss could reasonably be expected to have Subsidiary or any of their Properties or businesses not in the ordinary course of business, a Material Adverse Effectcopy of such notice, correspondence, hearing, proceeding or order; (e) Within 10 calendar days of the end of each calendar month, a report summarizing all STM-1 leases or sales for such period, the cost associated with such STM-1 leases or sales and the sale price of such STM-1s; and (ef) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower Borrowers and its their Subsidiaries, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 7.02 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any Subsidiary to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower its Subsidiaries with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrowerits Subsidiaries; (b) Promptly upon becoming aware that (i) that the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower its Subsidiaries in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) of any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any such Subsidiary of the Borrower is a party or by which any of their properties Properties may be bound, or (iii) of the occurrence of any event, circumstance or condition which could reasonably be expected to be classified as cause a Material Adverse EffectChange, a written notice specifying the details thereof (or the nature of any claimed default or event even of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC, any Tribunal applicable PUC or any other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with the Communications Act or any Lawlaw, rule or regulation of any applicable PUC, or could reasonably be expected to might result in the payment of money by the Borrower or any Subsidiary of the Borrower its Subsidiaries, in an amount of $500,000 250,000 or more in the aggregate, or otherwise have could reasonably be expected to cause a Material Adverse EffectChange, or result in the loss or suspension of any Necessary Authorization where material License or any material contract; (d) Promptly upon the knowledge of an Authorized Officer of receipt by the Borrower or any of its Subsidiaries from any governmental agency, or any government, political subdivision or other similar entity, of any material notice, correspondence, hearing, proceeding or order regarding or affecting the Borrower or any such loss could reasonably be expected to have Subsidiary or any of their Properties or businesses not in the ordinary course of business, a Material Adverse Effectcopy of such notice, correspondence, hearing, proceeding or order; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or management letters submitted to the Borrower or any Subsidiary of the Borrower Obligor by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower any Obligor to stockholders generally, and (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower Obligor with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower its Subsidiaries in excess of $500,000 5,000,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower its Subsidiaries under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower its Subsidiaries is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Leaseany other lease obligations of the Borrower or any of its Subsidiaries, in each case, in excess of $500,0005,000,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any LawLaw by the Borrower or any of its Subsidiaries, or could reasonably be expected to might result in the payment of money by the Borrower or any Subsidiary of the Borrower Obligor in an amount of $500,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; andan (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and or any of its Subsidiaries, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any Subsidiary to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the BorrowerSubsidiary; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any party to any Capitalized Lease Obligations or any local marketing agreement has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument which could reasonably be expected to result in a liability in excess of $250,000, other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iiiiv) any event, circumstance or condition which could reasonably be expected to be classified as have a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; provided, however, no notice shall be required to be delivered hereunder with respect to any event, circumstance or condition set forth in clause (i), (ii) or (iii) immediately preceding if, in the opinion of counsel to the Borrower or any Subsidiary, there is no reasonable possibility of an adverse determination with respect to event, circumstance or condition; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 250,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where Authorization; provided, however, no information shall be required to be delivered hereunder if, in the opinion of counsel to the Borrower or any Subsidiary, there is no reasonable possibility of an adverse determination with respect to such loss could reasonably be expected to have a Material Adverse Effectnotice; (d) Promptly upon receipt from any governmental agency, or any government, political subdivision or other entity, any material notice, correspondence, hearing, proceeding or order regarding or affecting the Borrower, any Subsidiary, or any of their properties or businesses; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiariesor Subsidiary, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Parent, the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 7.02 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Parent, the Borrower or any Subsidiary of the Borrower to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Parent, the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Parent, the Borrower or any Subsidiary of the Borrower; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Parent, the Borrower or any Subsidiary of the Borrower in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any occurrence or non-non- occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Parent, the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Parent, the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties Properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as cause a Material Adverse EffectChange, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC, any Tribunal applicable PUC or any other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with the Communications Act or any Lawlaw, rule or regulation of any applicable PUC, or could reasonably be expected to might result in the payment of money by the Parent, the Borrower or any Subsidiary of the Borrower in an amount of $500,000 250,000 or more in the aggregate, or otherwise have cause a Material Adverse EffectChange, or result in the loss or suspension of any Necessary Authorization where material License or any material contract; (d) Promptly upon the knowledge of an Authorized Officer of receipt by the Parent, the Borrower or any Subsidiary of the Borrower from any governmental agency, or any government, political subdivision or other entity, of any material notice, correspondence, hearing, proceeding or order regarding or affecting the Parent, the Borrower, any Subsidiary of the Borrower, or any of their Properties or businesses not in the ordinary course of business, a copy of such loss could reasonably be expected to have a Material Adverse Effectnotice, correspondence, hearing, proceeding or order; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Parent, the Borrower and its SubsidiariesSubsidiaries that is within the Borrower's control, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or material letters submitted to the Borrower or any Qwest Material Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 7.02 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any Restricted Subsidiary to stockholders generally, generally and (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Restricted Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower;. (b) Promptly upon becoming aware that (i) that the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Qwest Material Subsidiary of the Borrower in excess of $500,000 25,000,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) of any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could would constitute either (A) a material breach "Default" or "Event of Default" (as such terms are defined in the Existing Financing Documentation) by the Borrower or any Qwest Material Subsidiary of the Borrower under any material agreement Existing Financing or instrument other than this Agreement to which the Borrower or (B) a Repayment Event under any Subsidiary of the Borrower is a party or by which any of their properties may be boundExisting Financing, or (iii) of the occurrence of any event, circumstance or condition which could is, or would reasonably be expected to be classified as cause, a Material Adverse EffectChange, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (di) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC, any Tribunal applicable PUC or any other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy and information relating to material developments with respect thereto that both (A) relates to a breach of or noncompliance with the Communications Act or any Lawlaw, rule or could regulation of any applicable PUC, and (B) would reasonably be expected to result in the payment of money by the Borrower or any Restricted Subsidiary of the Borrower in an amount of $500,000 25,000,000 or more in the aggregate, or otherwise have is, or would reasonably be expected to cause, a Material Adverse EffectChange, or result in the loss or suspension of any Necessary Authorization where such loss could Material License; and (ii) Within 10 Business Days after an Authorized Officer of the Borrower has actual knowledge or notice thereof, notice of (A) the commencement of any proceeding or investigation before any applicable PUC with respect to the operations of the Borrower or any Restricted Subsidiary which would reasonably be expected to have cause a Material Adverse Effect; andChange, and (B) the commencement of all proceedings or material formal investigations before the FCC with respect to the Borrower and the Restricted Subsidiaries. (ed) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its the Restricted Subsidiaries, as the Administrative Lender Agent or any Lender through the Administrative Agent may reasonably request, and from time to time within a reasonable time period after each request during the continuance of an Event of Default, such projections as may be reasonably requested by the Administrative Agent or any Lender through the Administrative Agent. Notwithstanding the foregoing, prior to the Acquisition Date, no Lender may receive confidential information regarding any of the U S WEST Companies unless and until it has executed a Confidentiality Agreement and delivered it to the Administrative Agent.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower, and (v) forms of Purchase Documents and, to the extent requested by the Administrative Lender, other documents being used in connection with the Projects to the extent different from those delivered pursuant to Section 3.1(l) hereof; (b) Promptly upon becoming aware that (i) that the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any of the occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their respective properties may be bound, or (iii) of any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary or Affiliate of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 6.4 hereof, and, if requested by the ----------- Administrative Lender, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary or Affiliate of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower; , and (bv) to the extent requested by the Lender, forms of documents being used in connection with the Projects to the extent different from those previously furnished to the Lender; Promptly upon becoming aware that (i) that the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary or Affiliate of the Borrower in excess of $500,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any of the occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary or Affiliate of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary or Affiliate of the Borrower is a party or by which any of their respective properties may be bound, or (iii) of any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) ; Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) ; Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary or Affiliate of the Borrower in an amount of $500,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) and From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its SubsidiariesSubsidiaries and Affiliates, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section SECTION 6.2 hereof, and, if requested by the ----------- Administrative Lender, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or material letters submitted to the Borrower or any Qwest Material Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 6.02 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any Restricted Subsidiary to stockholders generally, generally and (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Restricted Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower;. (b) Promptly upon becoming aware that (i) that the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Qwest Material Subsidiary of the Borrower in excess of $500,000 25,000,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) of any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could would constitute either (A) a material breach "Default" or "Event of Default" (as such terms are defined in the Existing Financing Documentation) by the Borrower or any Qwest Material Subsidiary of the Borrower under any material agreement Existing Financing or instrument other than this Agreement to which the Borrower or (B) a Repayment Event under any Subsidiary of the Borrower is a party or by which any of their properties may be boundExisting Financing, or (iii) of the occurrence of any event, circumstance or condition which could is, or would reasonably be expected to be classified as cause, a Material Adverse EffectChange, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (di) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC, any Tribunal applicable PUC or any other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy and information relating to material developments with respect thereto that both (A) relates to a breach of or noncompliance with the Communications Act or any Lawlaw, rule or could regulation of any applicable PUC, and (B) would reasonably be expected to result in the payment of money by the Borrower or any Restricted Subsidiary of the Borrower in an amount of $500,000 25,000,000 or more in the aggregate, or otherwise have is, or would reasonably be expected to cause, a Material Adverse EffectChange, or result in the loss or suspension of any Necessary Authorization where such loss could Material License; and (ii) Within 10 Business Days after an Authorized Officer of the Borrower has actual knowledge or notice thereof, notice of (A) the commencement of any proceeding or investigation before any applicable PUC with respect to the operations of the Borrower or any Restricted Subsidiary which would reasonably be expected to have cause a Material Adverse Effect; andChange, and (B) the commencement of all proceedings or material formal investigations before the FCC with respect to the Borrower and the Restricted Subsidiaries. (ed) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its the Restricted Subsidiaries, as the Administrative Lender Agent or any Lender through the Administrative Agent may reasonably request, and from time to time within a reasonable time period after each request during the continuance of an Event of Default, such projections as may be reasonably requested by the Administrative Agent or any Lender through the Administrative Agent. Notwithstanding the foregoing, prior to the Acquisition Date, no Lender may receive confidential information regarding any of the U S WEST Companies unless and until it has executed a Confidentiality Agreement and delivered it to the Administrative Agent.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower Parent or any Subsidiary of the Borrower its Restricted Subsidiaries by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section SECTION 6.2 hereof, and, if requested by the ----------- Administrative Lender, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower Parent or any of its Restricted Subsidiaries to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower Parent or any Subsidiary of the Borrower its Restricted Subsidiaries with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower Parent or any Subsidiary of the Borrowerits Restricted Subsidiaries; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness Indebtedness or other security of the Borrower Parent or any Subsidiary of the Borrower its Restricted Subsidiaries in excess of $500,000 3,000,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any party to any Operating Lease has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iii) any party to any Capitalized Lease Obligations has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iv) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower Parent or any Subsidiary of the Borrower its Restricted Subsidiaries under any material agreement or instrument other than this Agreement to which the Borrower Parent or any Subsidiary of the Borrower its Restricted Subsidiaries is a party or by which any of their properties may be bound, or (iiiv) any event, circumstance or condition which could reasonably be expected to be classified as have a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal Governmental Authority relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could Applicable Laws and which is reasonably be expected likely to (i) result in the payment of money by the Borrower Parent or any Subsidiary of the Borrower its Restricted Subsidiaries in an amount of $500,000 3,000,000 or more in the aggregate, or (ii) otherwise have a Material Adverse Effect, or (iii) result in the loss or suspension of any material Necessary Authorization where such loss could reasonably be expected to have a Material Adverse EffectAuthorization; (d) Promptly upon receipt from any governmental agency, or any government, political subdivision or other entity, any material notice, correspondence, hearing, proceeding or order regarding or affecting the Parent, any of its Restricted Subsidiaries, or any of their properties or businesses; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower Parent and its Restricted Subsidiaries, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Restricted Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any Restricted Subsidiary to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower subsidiary with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness Debt for Borrowed Money or other security of the Borrower or any Restricted Subsidiary of the Borrower in excess of $500,000 10,000,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any party to any Capitalized Lease Obligations or any Local Marketing Agreement has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Restricted Subsidiary of the Borrower under any material agreement or instrument which could reasonably be expected to result in a liability in excess of $10,000,000, other than this Agreement to which the Borrower or any Restricted Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iiiiv) any event, circumstance or condition which could reasonably be expected to be classified as have a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; provided, however, no notice shall be required to be delivered hereunder with respect to any event, circumstance or condition set forth in clause (i), (ii) or (iii) immediately preceding if, in the opinion of counsel to the Borrower or such Restricted Subsidiary, there is no reasonable possibility of an adverse determination with respect to such event, circumstance or condition; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC or any Tribunal other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Lawthe Communications Act, or which in each case could reasonably be expected to result in the payment of money by the Borrower or any Restricted Subsidiary of the Borrower in an amount of $500,000 10,000,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where Authorization; provided, however, no information shall be required to be delivered 57 63 hereunder if, in the opinion of counsel to the Borrower or such loss could reasonably be expected Restricted Subsidiary, there is no reasonable possibility of an adverse determination with respect to have a Material Adverse Effectsuch notice; (d) Promptly upon receipt from any governmental agency, or any government, political subdivision or other entity, any material notice, correspondence, hearing, proceeding or order regarding or affecting the Borrower, any Subsidiary, or any of their properties or businesses; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested ----------- by the ----------- Administrative Lender, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower;, and (v) forms of Purchase Documents and, to the extent requested by the Administrative Lender, other documents being used in connection with the Projects to the extent different from those delivered pursuant to Section 3.1(l) hereof; -------------- (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower Obligor by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 6.3 hereof, ----------- and, if requested by the ----------- Administrative Lender, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower any Obligor to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower Obligor with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the BorrowerObligor; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower Obligor in excess of $500,000 100,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower Obligor under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower Obligor is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any thatany party to any Capitalized Lease Obligations or Operating Leaseany other lease obligations of any Obligor, in each case, in excess of $500,000100,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any LawLaw by any Obligor, or could reasonably be expected to might result in the payment of money by the Borrower or any Subsidiary of the Borrower Obligor in an amount of $500,000 100,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse EffectAuthorization; (e) Promptly upon receipt from any governmental agency, or any government, political subdivision or other entity, any material notice, correspondence, hearing, proceeding or order regarding or affecting any Obligor, or any of their respective properties or businesses; and (ef) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiariesany Obligor, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower Borrower, any Restricted Subsidiary or any Subsidiary of the Borrower Bermuda Corp. by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 7.02 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower Borrower, any Restricted Subsidiary or Bermuda Corp. to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Restricted Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower;. (b) Promptly upon becoming aware that (i) that the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower Borrower, any Restricted Subsidiary or any Subsidiary of the Borrower Bermuda Corp. in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) of any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower Borrower, any Restricted Subsidiary or any Subsidiary of the Borrower Bermuda Corp. under any material agreement or instrument other than this Agreement to which the Borrower Borrower, any Restricted Subsidiary or any Subsidiary of the Borrower Bermuda Corp. is a party or by which any of their properties Properties may be bound, or (iii) of the occurrence of any event, circumstance or condition which could reasonably be expected to be classified as cause a Material Adverse EffectChange, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC, any Tribunal applicable PUC or any other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with the Communications Act or any Lawlaw, rule or regulation of any applicable PUC, or could reasonably be expected to might result in the payment of money by the Borrower Borrower, any Restricted Subsidiary or any Subsidiary of the Borrower Bermuda Corp. in an amount of $500,000 250,000 or more in the aggregate, or otherwise have cause a Material Adverse EffectChange, or result in the loss or suspension of any Necessary Authorization where material License or any material contract; (d) Promptly upon the knowledge of an Authorized Officer of receipt by the Borrower, any Restricted Subsidiary or Bermuda Corp. from any governmental agency, or any government, political subdivision or other entity, of any material notice, correspondence, hearing, proceeding or order regarding or affecting the Borrower, any Restricted Subsidiary, Bermuda Corp. or any of their Properties or businesses not in the ordinary course of business, a copy of such loss could reasonably be expected to have a Material Adverse Effectnotice, correspondence, hearing, proceeding or order; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiariesthe Subsidiaries of the Borrower, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower its Restricted Subsidiaries by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section SECTION 6.2 hereof, and, if requested by the ----------- Administrative LenderAgent, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any of its Restricted Subsidiaries to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower its Restricted Subsidiaries with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrowerits Restricted Subsidiaries; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness Indebtedness or other security of the Borrower or any Subsidiary of the Borrower its Restricted Subsidiaries in excess of $500,000 3,000,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any party to any Operating Lease has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iii) any party to any Capitalized Lease Obligations has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iv) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower its Restricted Subsidiaries under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower its Restricted Subsidiaries is a party or by which any of their properties may be bound, or (iiiv) any event, circumstance or condition which could reasonably be expected to be classified as have a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal Governmental Authority relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could Applicable Laws and which is reasonably be expected likely to (i) result in the payment of money by the Borrower or any Subsidiary of the Borrower its Restricted Subsidiaries in an amount of $500,000 3,000,000 or more in the aggregate, or (ii) otherwise have a Material Adverse Effect, or (iii) result in the loss or suspension of any material Necessary Authorization where such loss could reasonably be expected to have a Material Adverse EffectAuthorization; (d) Promptly upon receipt from any governmental agency, or any government, political subdivision or other entity, any material notice, correspondence, hearing, proceeding or order regarding or affecting the Borrower, any of its Restricted Subsidiaries, or any of their respective properties or businesses; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Restricted Subsidiaries, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 7.02 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any Subsidiary of the Borrower to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties Properties may be bound, or (iiiiv) any event, circumstance or condition which could reasonably be expected to be classified as have a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC, any Tribunal applicable PUC or any other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with the Communications Act or any Lawlaw, rule or regulation of any applicable PUC, or could reasonably be expected to might result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 250,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where material License or any Material Contract; (d) Promptly upon the knowledge of an Authorized Officer of receipt by the Borrower or any Subsidiary from any governmental agency, or any government, political subdivision or other entity, of any material notice, correspondence, hearing, proceeding or order regarding or affecting the Borrower, any Subsidiary of the Borrower, or any of their Properties or businesses not in the ordinary course of business, a copy of such loss could reasonably be expected to have a Material Adverse Effect; andnotice, correspondence, hearing, proceeding or order; (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its SubsidiariesSubsidiaries that is within the Borrower's control, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Restricted Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, and any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any Restricted Subsidiary to stockholders generally, (iii) each regular, regular or periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower or any Subsidiary of the Borrower subsidiary with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the BorrowerRestricted Subsidiary; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Restricted Subsidiary of the Borrower in excess of $500,000 750,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any party to any Capitalized Lease Obligations or any Local Marketing Agreement has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Restricted Subsidiary of the Borrower under any material agreement or instrument which could reasonably be expected to result in a liability in excess of $750,000, other than this Agreement to which the Borrower or any Restricted Subsidiary of the Borrower is a party or by which any of their properties may be bound, or (iiiiv) any event, circumstance or condition which could reasonably be expected to be classified as have a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; provided, however, no notice shall be required to be delivered hereunder with respect to any event, circumstance or condition set forth in clause (i), (ii) or (iii) immediately preceding if, in the opinion of counsel to the Borrower or such Restricted Subsidiary, there is no reasonable possibility of an adverse determination with respect to such event, circumstance or condition; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from the FCC or any Tribunal other federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Lawthe Communications Act, or could reasonably be expected to result in the payment of money by the Borrower or any Restricted Subsidiary of the Borrower in an amount of $500,000 750,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where Authorization; provided, however, no information shall be required to be delivered hereunder if, in the opinion of counsel to the Borrower or such loss could reasonably be expected Restricted Subsidiary, there is no reasonable possibility of an adverse determination with respect to have a Material Adverse Effectsuch notice; (d) Promptly upon receipt from any governmental agency, or any government, political subdivision or other entity, any material notice, correspondence, hearing, proceeding or order regarding or affecting the Borrower, any Subsidiary, or any of their properties or businesses; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or management letters submitted to the Borrower or any Subsidiary of the Borrower Obligor by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower any Obligor to stockholders generally, and (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any 65 71 thereof) filed by the Borrower or any Subsidiary of the Borrower Obligor with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the Borrower; (b) ; Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower its Subsidiaries in excess of $500,000 5,000,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower its Subsidiaries under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower its Subsidiaries is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) ; Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Leaseany other lease obligations of the Borrower or any of its Subsidiaries, in each case, in excess of $500,0005,000,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) ; Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any LawLaw by the Borrower or any of its Subsidiaries, or could reasonably be expected to might result in the payment of money by the Borrower or any Subsidiary of the Borrower Obligor in an amount of $500,000 5,000,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse EffectAuthorization; and (e) and From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and or any of its Subsidiaries, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower Parent or any Subsidiary of the Borrower its Subsidiaries by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section SECTION 6.2 hereof, and, if requested by the ----------- Administrative LenderAgent, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower Parent to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof) filed by the Borrower Parent or any Subsidiary of the Borrower its Subsidiaries with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower Parent or any Subsidiary of the Borrowerits Subsidiaries; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower Parent or any Subsidiary of the Borrower its Subsidiaries in excess of $500,000 250,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower Parent or any Subsidiary of the Borrower its Material Subsidiaries under any material agreement or instrument other than this Agreement to which the Borrower Parent or any Subsidiary of the Borrower its Material Subsidiaries is a party or by which any of their properties may be bound, or (iii) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000250,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to result in the payment of money by the Borrower Parent or any Subsidiary of the Borrower its Subsidiaries in an amount of $500,000 250,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse Effect; and (e) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower Parent and its Subsidiaries, as the Administrative Lender Agent or any Lender may reasonably request.

Copies of Other Reports and Notices. (a) Promptly upon their becoming available, a copy of (i) all material final reports or letters submitted to the Borrower or any Subsidiary of the Borrower by accountants in connection with any annual, interim or special audit, including without limitation any final report prepared in connection with the annual audit referred to in Section 6.2 hereof, and, if requested by the ----------- Administrative Lender, any other comment letter submitted to management in connection with any such audit, (ii) each financial statement, report, notice or proxy statement sent by the Borrower or any Subsidiary to stockholders generally, (iii) each regular, periodic or other report and any registration statement (other than statements on Form S-8) or prospectus (or material written communication in respect of any thereof, except for those related to registration statements on Form S-8) filed by the Borrower or any Subsidiary of the Borrower with any securities exchange, with the Securities and Exchange Commission or any successor agency, and (iv) all press releases concerning material financial aspects of the Borrower or any Subsidiary of the BorrowerSubsidiary; (b) Promptly upon becoming aware that (i) the holder(s) of any note(s) or other evidence of indebtedness or other security of the Borrower or any Subsidiary of the Borrower in excess of $500,000 10,000,000 in the aggregate has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (ii) any party to any Capitalized Lease Obligation in excess of $10,000,000 or any party to any obligations in respect of Operating Leases, the termination or default with respect to which could reasonably be expected to have a Material Adverse Effect, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, (iii) any occurrence or non-occurrence of any event which constitutes or which with the passage of time or giving of notice or both could constitute a material breach by the Borrower or any Subsidiary of the Borrower under any material agreement or instrument other than this Agreement to which the Borrower or any Subsidiary of the Borrower is a party or by which any of their properties may be bound, if any such event could reasonably be expected to have a Material Adverse Effect, or (iiiiv) any event, circumstance or condition which could reasonably be expected to be classified as a Material Adverse Effect, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (c) Promptly upon becoming aware that any party to any Capitalized Lease Obligations or Operating Lease, in each case, in excess of $500,000, has given notice or taken any action with respect to a breach, failure to perform, claimed default or event of default thereunder, a written notice specifying the details thereof (or the nature of any claimed default or event of default) and what action is being taken or is proposed to be taken with respect thereto; (d) Promptly upon receipt thereof, information with respect to and copies of any notices received from any Tribunal federal, state or local regulatory agencies or any tribunal relating to any order, ruling, law, information or policy that relates to a breach of or noncompliance with any Law, or could reasonably be expected to might result in the payment of money by the Borrower or any Subsidiary of the Borrower in an amount of $500,000 10,000,000 or more in the aggregate, or otherwise have a Material Adverse Effect, or result in the loss or suspension of any Necessary Authorization where such loss could reasonably be expected to have a Material Adverse EffectAuthorization; and (ed) From time to time and promptly upon each request, such data, certificates, reports, statements, documents or further information regarding the assets, business, liabilities, financial position, projections, results of operations or business prospects of the Borrower and its Subsidiaries, as the Administrative Lender or any Lender may reasonably request.