Common use of Officer’s Compliance Certificates Clause in Contracts

Officer’s Compliance Certificates. Within five (5) Business Days of the date that the financial statements are furnished pursuant to Sections 6.1 and 6.2, a certificate of the president, chief financial officer, chief accounting officer or controller of the Borrower as to its financial performance, in substantially the form attached hereto as Exhibit H (each, a “Officer’s Compliance Certificate”): (a) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, the arithmetical calculations required to establish (i) any adjustment to the Applicable Margins, as provided for in Section 2.3(f) or the Revolving Commitment Fees, as provided for in Section 2.4(a), (ii) the Leverage Ratio and (iii) except during a Suspension Period, whether or not the Borrower was in compliance with the requirements of Section 7.7; (b) stating that, to his or her knowledge, no Default has occurred as at the end of such quarterly period or year, as the case may be, or, if a Default has occurred, disclosing each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default; (c) containing a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary, Immaterial Subsidiary, Securitization Subsidiary, Qualified Joint Venture and/or Unrestricted Subsidiary as of the date of the applicable Officer’s Compliance Certificate or a confirmation that there has been no change in such information since the last such list provided pursuant to this Section; (d) so long as there is an Unrestricted Subsidiary, a Qualified Joint Venture or an Excluded VIE, attaching the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries (if any), such Qualified Joint Ventures (if any) and such Excluded VIEs (if any) from such consolidated financial statements; (e) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, reasonably detailed calculations of the amount of the Available Amount and specifying any applicable utilizations of the Available Amount during such quarterly period or fiscal year, as applicable; and (f) if requested by the Administrative Agent, as and at the end of each fiscal year, a restatement of Schedule 2 hereto with respect to the following items: (i) the call letters and designated market area of each full power Station, (ii) all of the network affiliation agreements for the primary channel of such Station, (iii) the FCC Licenses of the Borrower and its Restricted Subsidiaries with respect to such full power Stations and (iv) the termination date, if any, of each such network affiliation agreement and FCC License.

Officer’s Compliance Certificates. Within five (5i) Business Days At the time of the date that delivery of the financial statements are furnished pursuant to provided for in Sections 6.1 8.01(a) and 6.2(b), a certificate of the president, chief senior financial officer, chief accounting officer or controller of the Borrower as to its financial performance, Parent in substantially the form attached hereto as of Exhibit H M to the effect that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (eachin reasonable detail), a “Officer’s Compliance Certificate”): which certificate shall, (ax) setting set forth as and the calculations required to establish whether the Parent was in compliance with the Financial Covenants at the end of such quarterly period fiscal quarter or fiscal year, as the case may be, be and (y) certify that there have been no changes to any of Schedule VIII and Annexes A through F of the arithmetical calculations required to establish (i) any adjustment to the Applicable Margins, as provided for in Section 2.3(f) Pledge Agreement or the Revolving Commitment Fees, as provided for in Section 2.4(a), (ii) the Leverage Ratio and (iii) except during a Suspension Period, whether or not the Borrower was in compliance with the requirements of Section 7.7; (b) stating that, to his or her knowledge, no Default has occurred as at the end of such quarterly period or yearSecondary Pledge Agreement, as the case may be, or, if a Default has occurredlater, disclosing each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default; (c) containing a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary, Immaterial Subsidiary, Securitization Subsidiary, Qualified Joint Venture and/or Unrestricted Subsidiary as of since the date of the applicable Officer’s Compliance Certificate or a confirmation that there has been no change in such information since the last such list provided most recent certificate delivered pursuant to this Section;Section 8.01(f)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Security Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Security Documents in connection with any such changes. (dii) so long as there is an Unrestricted SubsidiaryAt the time of a Collateral Disposition in respect of any Primary Collateral Vessel and/or Secondary Collateral Vessel, a Qualified Joint Venture or an Excluded VIE, attaching the related consolidating certificate of a senior financial statements reflecting the adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries (if any), such Qualified Joint Ventures (if any) and such Excluded VIEs (if any) from such consolidated financial statements; (e) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, reasonably detailed calculations officer of the amount Parent which certificate shall (x) certify on behalf of the Available Amount and specifying any applicable utilizations of Parent the Available Amount during such quarterly period or fiscal yearlast appraisal reports received pursuant to Section 8.01(d) determining the Aggregate Primary Collateral Vessel Value and/or the Aggregate Collateral Vessel Value, as applicable; and (f, in each case after giving effect to such disposition(s) if requested and/or showing the individual Fair Market Value of all Collateral Vessels owned by the Administrative AgentSubsidiary Guarantors which have not been sold, as transferred, lost or otherwise disposed of at such time, and at (y) other than in connection with a Permitted Sale, set forth the end calculations required to establish whether the Parent is in compliance with the provisions of each fiscal year, a restatement of Schedule 2 hereto with respect to the following items: (i) the call letters and designated market area of each full power Station, (ii) all of the network affiliation agreements for the primary channel of such Station, (iii) the FCC Licenses of the Borrower and its Restricted Subsidiaries with respect Section 9.09 after giving effect to such full power Stations and (iv) the termination date, if any, of each such network affiliation agreement and FCC Licensedisposition.

Officer’s Compliance Certificates. Within five (5i) Business Days At the time of the date that delivery of the financial statements are furnished pursuant to provided for in Sections 6.1 8.01(a) and 6.2(b), a certificate of the president, chief senior financial officer, chief accounting officer or controller of the Borrower as to its financial performance, Parent in substantially the form attached hereto as of Exhibit H L to the effect that, to the best of such officer’s knowledge, no Default or Event of Default has occurred and is continuing or, if any Default or Event of Default has occurred and is continuing, specifying the nature and extent thereof (eachin reasonable detail), a “Officer’s Compliance Certificate”): which certificate shall, (ax) setting set forth as and the calculations required to establish whether the Parent was in compliance with the Financial Covenants at the end of such quarterly period fiscal quarter or fiscal year, as the case may bebe and (y) certify that there have been no changes to any of Schedule VIII and Annexes A through F of the Pledge Agreement, the arithmetical calculations required to establish (i) any adjustment to the Applicable Margins, as provided for in Section 2.3(f) Parent Pledge Agreement or the Revolving Commitment Fees, as provided for in Section 2.4(a), (ii) the Leverage Ratio and (iii) except during a Suspension Period, whether or not the Borrower was in compliance with the requirements of Section 7.7; (b) stating that, to his or her knowledge, no Default has occurred as at the end of such quarterly period or yearSecondary Pledge Agreement, as the case may be, or, if a Default has occurredlater, disclosing each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default; (c) containing a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary, Immaterial Subsidiary, Securitization Subsidiary, Qualified Joint Venture and/or Unrestricted Subsidiary as of since the date of the applicable Officer’s Compliance Certificate or a confirmation that there has been no change in such information since the last such list provided most recent certificate delivered pursuant to this Section;Section 8.01(f)(i), or if there have been any such changes, a list in reasonable detail of such changes (but, in each case with respect to this clause (y), only to the extent that such changes are required to be reported to the Collateral Agent pursuant to the terms of such Security Documents) and whether the Parent and the other Credit Parties have otherwise taken all actions required to be taken by them pursuant to such Security Documents in connection with any such changes. (dii) so long as there is an Unrestricted SubsidiaryAt the time of a Collateral Disposition in respect of any Primary Collateral Vessel and/or Secondary Collateral Vessel, a Qualified Joint Venture or an Excluded VIE, attaching the related consolidating certificate of a senior financial statements reflecting the adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries (if any), such Qualified Joint Ventures (if any) and such Excluded VIEs (if any) from such consolidated financial statements; (e) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, reasonably detailed calculations officer of the amount Parent which certificate shall (x) certify on behalf of the Available Amount and specifying any applicable utilizations of Parent the Available Amount during such quarterly period or fiscal yearlast appraisal reports received pursuant to Section 8.01(d) determining the Aggregate Primary Collateral Vessel Value and/or the Aggregate Collateral Vessel Value, as applicable; and (f, in each case after giving effect to such disposition(s) if requested and/or showing the individual Fair Market Value of all Collateral Vessels owned by the Administrative AgentSubsidiary Guarantors which have not been sold, as transferred, lost or otherwise disposed of at such time, and at (y) other than in connection with a Permitted Sale, set forth the end calculations required to establish whether the Parent is in compliance with the provisions of each fiscal year, a restatement of Schedule 2 hereto with respect to the following items: (i) the call letters and designated market area of each full power Station, (ii) all of the network affiliation agreements for the primary channel of such Station, (iii) the FCC Licenses of the Borrower and its Restricted Subsidiaries with respect Section 9.09 after giving effect to such full power Stations and (iv) the termination date, if any, of each such network affiliation agreement and FCC Licensedisposition.

Officer’s Compliance Certificates. Within five (5) Business Days of At the date that time the financial statements are furnished pursuant to Sections 6.1 and 6.2, a certificate of the president, chief financial officer, chief accounting officer or controller of the Borrower as to its financial performance, in substantially the form attached hereto as Exhibit H (each, a “Officer’s Compliance Certificate”): (a) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, the arithmetical calculations required to establish (i) any adjustment to the Applicable Margins, as provided for in Section 2.3(f) or the Revolving Commitment Fees, as provided for in Section 2.4(a), (ii) the Leverage Ratio and (iii) except during a Suspension Period, whether or not the Borrower was in compliance with the requirements of Section 7.7); (b) stating that, to his or her knowledge, no Default has occurred as at the end of such quarterly period or year, as the case may be, or, if a Default has occurred, disclosing each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default; (c) containing a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary, Immaterial Subsidiary, Securitization Subsidiary, Qualified Joint Venture and/or Unrestricted Subsidiary as of the date of the applicable Officer’s Compliance Certificate or a confirmation that there has been no change in such information since the last such list provided pursuant to this Section; (d) so long as there is an Unrestricted Subsidiary, a Qualified Joint Venture or an Excluded VIE, attaching the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries (if any), such Qualified Joint Ventures (if any) and such Excluded VIEs (if any) from such consolidated financial statements; (e) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, reasonably detailed calculations of the amount of the Available Amount and specifying any applicable utilizations of the Available Amount during such quarterly period or fiscal year, as applicable; and (f) if requested by the Administrative Agent, as and at the end of each fiscal year, a restatement of Schedule 2 hereto with respect to the following items: (i) the call letters and designated market area of each full power Station, (ii) all of the network affiliation agreements for the primary channel of such Station, (iii) the FCC Licenses of the Borrower and its Restricted Subsidiaries with respect to such full power Stations and (iv) the termination date, if any, of each such network affiliation agreement and FCC License.

Officer’s Compliance Certificates. Within five (5) Business Days of At the date that time the financial statements are furnished pursuant to Sections 6.1 and 6.2, a certificate of the president, chief financial officer, chief accounting officer or controller of the Borrower as to its financial performance, in substantially the form attached hereto as Exhibit H (each, a “Officer’s Compliance Certificate”): (a) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, the arithmetical calculations required to establish (i) any adjustment to the Applicable Margins, as provided for in Section 2.3(f) or the Revolving Commitment Fees, as provided for in Section 2.4(a), (ii) the Leverage Ratio and (iii) except during a Suspension Period, whether or not the Borrower was in compliance with the requirements of Section 7.7); (b) stating that, to his or her knowledge, no Default has occurred as at the end of such quarterly period or year, as the case may be, or, if a Default has occurred, disclosing each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default; (c) containing a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary, Immaterial Subsidiary, Securitization Subsidiary, Qualified Joint Venture Subsidiary and/or Unrestricted Subsidiary as of the date of the applicable Officer’s Compliance Certificate or a confirmation that there has been no change in such information since the last such list provided pursuant to this Section; (d) so long as there is an Unrestricted Subsidiary, a Qualified Joint Venture Subsidiary or an Excluded VIE, attaching the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries (if any), such Qualified Joint Ventures (if any) and such Excluded VIEs (if any) from such consolidated financial statements; (e) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, reasonably detailed calculations of the amount of the Available Amount and specifying any applicable utilizations of the Available Amount during such quarterly period or fiscal year, as applicable; and (f) if requested by the Administrative Agent, as and at the end of each fiscal year, a restatement of Schedule 2 hereto with respect to the following items: (i) the call letters and designated market area of each full power Station, (ii) all of the network affiliation agreements for the primary channel of such Station, (iii) the FCC Licenses of the Borrower and its Restricted Subsidiaries with respect to such full power Stations and (iv) the termination date, if any, of each such network affiliation agreement and FCC License.

Officer’s Compliance Certificates. Within five (5i) Business Days At the time of the date that delivery of the financial statements are furnished pursuant to Sections 6.1 provided for in sections 8.1(a) and 6.2(b), a certificate of the president, chief financial officer, chief accounting officer or controller on behalf of the Borrower as of the Chief Financial Officer or other Authorized Officer of the Borrower to its financial performancethe effect that, in substantially to the form attached hereto as Exhibit H best knowledge of the Borrower, no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and the actions the Borrower proposes to take with respect thereto, which certificate shall set forth the calculations required to establish compliance with the provisions of sections 9.4(c), 9.7, 9.8, 9.9, 9.10, 9.11 and 9.13 of this Agreement; (eachii) on January 31(st), a “Officer’s Compliance Certificate”): February 28(th) (a) setting forth as and at the end of such quarterly period or fiscal year29(th), as the case may be), and March 31(st) of each fiscal year of the arithmetical Borrower, a certificate on behalf of the Borrower of the Chief Financial Officer or other Authorized Officer of the Borrower to the effect that, to the best knowledge of the Borrower, no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and the actions the Borrower proposes to take with respect thereto, which certificate shall set forth the calculations required to establish (i) any adjustment to compliance with the Applicable Margins, as provided for in Section 2.3(f) or the Revolving Commitment Fees, as provided for in Section 2.4(a), (ii) the Leverage Ratio provisions of section 9.8 of this Agreement; and (iii) except during a Suspension Period, whether or not if after the Borrower was in compliance with the requirements of Section 7.7; (bdelivers a certificate pursuant to this section 8.1(c) stating thatfor any fiscal period, to his or her knowledge, no Default has occurred as at the end of such quarterly period or year, as the case may be, or, if a Default has occurred, disclosing each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect completes an Acquisition, the Borrower may deliver another certificate pursuant to this section 8.1(c) for the same fiscal period which gives pro forma effect to such Default; (c) containing a list of each Subsidiary of Acquisition for the Borrower that identifies each Subsidiary as a Restricted Subsidiary, Immaterial Subsidiary, Securitization Subsidiary, Qualified Joint Venture and/or Unrestricted Subsidiary as of period prior to the date of the applicable Officer’s Compliance Certificate or a confirmation that there has been no change in Acquisition which is covered by such information since the last such list provided pursuant to this Section; (d) so long as there is an Unrestricted Subsidiary, a Qualified Joint Venture or an Excluded VIE, attaching the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries (if any), such Qualified Joint Ventures (if any) and such Excluded VIEs (if any) from such consolidated financial statements; (e) setting forth as and at the end of such quarterly fiscal period or fiscal yearprior periods, as in the case may be, reasonably detailed calculations of the amount of the Available Amount and specifying any applicable utilizations of the Available Amount during such quarterly period or fiscal year, as applicable; and (f) if requested manner contemplated by the Administrative Agentdefinition of Consolidated EBITDA and other applicable defined terms, as and at in the end of each fiscal year, a restatement of Schedule 2 hereto computations establishing compliance with respect to the following items: (i) the call letters and designated market area of each full power Station, (ii) all of the network affiliation agreements for the primary channel of such Station, (iii) the FCC Licenses of the Borrower and its Restricted Subsidiaries with respect to such full power Stations and (iv) the termination date, if any, of each such network affiliation agreement and FCC Licensesections.

Officer’s Compliance Certificates. Within five (5i) Business Days Together with the delivery of the date that the financial statements are furnished pursuant to Sections 6.1 and 6.2Section 6.01 Financials, (x) a certificate of the president, chief financial officer, chief accounting officer or controller of the Borrower as to its financial performance, in substantially the form attached hereto as Exhibit H (each, a “Officer’s Compliance Certificate”): ), substantially in the form of Exhibit E, signed by a Financial Officer and including: (aA) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, the arithmetical calculations required to establish (i) any adjustment to whether the Applicable Margins, as provided for in Section 2.3(f) or the Revolving Commitment Fees, as provided for in Section 2.4(a), (ii) the Leverage Ratio and (iii) except during a Suspension Period, whether or not the Parent Borrower was in compliance with the requirements provisions of Section 7.7; (b) stating that, to his or her knowledge, no Default has occurred 7.06 as at the end of such quarterly period fiscal year or yearperiod, as (B) in connection with the case may befinancial statements provided for pursuant to Section 6.01(a), or, if a Default has occurred, disclosing each such Default and its nature, when it occurred, whether it is continuing reasonably detailed calculation of Excess Cash Flow and the steps being taken Available Amount as at the end of the fiscal year to which such financial statements relate, (C) in connection with the financial statements provided for pursuant to Section 6.01(a), a report setting forth the information required by sections describing the Borrower with respect to legal name and the jurisdiction of formation of each Credit Party and the location of the chief executive office of each Credit Party of the Perfection Certificate or confirming that there has been no change in such Default; information since the later of the Closing Date or the date of the last such report, (cD) containing a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.13(c) and (E) a list of each Subsidiary of the Parent Borrower that identifies each Subsidiary as a Restricted Subsidiary, Immaterial Subsidiary, Securitization Subsidiary, Qualified Joint Venture and/or Subsidiary or an Unrestricted Subsidiary as of the date of the applicable Officer’s delivery of such Compliance Certificate or a confirmation that there has been no change in such information since the later of the Closing Date or the date of the last such list provided pursuant to this Section; (d) so long as and, if there is an exists Unrestricted SubsidiarySubsidiaries, a Qualified Joint Venture or an Excluded VIE, attaching the related consolidating financial statements reflecting reasonably acceptable to the adjustments necessary Administrative Agent relating to eliminate the accounts of Parent Borrower and its Restricted Subsidiaries, on one hand, and such Unrestricted Subsidiaries Subsidiaries, on the other hand and (if any)y) to the extent for such fiscal period the Parent Borrower is not a public reporting company, or such Qualified Joint Ventures (if any) management discussion and such Excluded VIEs (if any) from such consolidated financial statements; (e) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, reasonably detailed calculations of the amount of the Available Amount and specifying any applicable utilizations of the Available Amount during such quarterly period or fiscal year, as applicable; and (f) if requested by the Administrative Agent, as and at the end of each fiscal yearanalysis is not publicly available, a restatement of Schedule 2 hereto management discussion and analysis with respect to the following items: (i) financial information, including a comparison to and variances from the call letters immediately preceding period and designated market area of each full power Station, (ii) all of the network affiliation agreements for the primary channel of such Station, (iii) the FCC Licenses of the Borrower and its Restricted Subsidiaries with respect to such full power Stations and (iv) the termination date, if any, of each such network affiliation agreement and FCC Licensebudget.

Officer’s Compliance Certificates. Within five (5) Business Days of At the date that time the financial statements are furnished pursuant to Sections 6.1 6.1(b) and 6.26.2 and at such other times as the Administrative Agent shall reasonably request, a certificate of the president, chief financial officer, chief accounting officer or controller of the Borrower as to its financial performance, in substantially the form attached hereto as Exhibit H (each, a “Officer’s Compliance Certificate”): (a) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, the arithmetical calculations required to establish (i) any adjustment to the Applicable Margins, as provided for in Section 2.3(f) or the Revolving Commitment Fees, as provided for in Section 2.4(a), ) and (ii) the Leverage Ratio and (iii) except during a Suspension Period, whether or not the Borrower was in compliance with the requirements of Section 7.7Sections 7.14 and 7.8); (b) stating that, to his or her knowledge, no Default has occurred as at the end of such quarterly period or year, as the case may be, or, if a Default has occurred, disclosing each such Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default; (c) containing a list of all Acquisitions, Investments (other than Cash Equivalents), Restricted Payments and Asset Sales, in each case, which exceed $5,000,000 per transaction or series of related transactions, for the then applicable Reference Period, together with the total amount for each of the foregoing categories; (d) containing a list of each Subsidiary of the Borrower that identifies each Subsidiary as a Restricted Subsidiary, Immaterial Subsidiary, Securitization Subsidiary, Qualified Joint Venture and/or Subsidiary or Unrestricted Subsidiary as of the date of the applicable Officer’s Compliance Certificate or a confirmation that there has been no change in such information since the last such list provided pursuant to this Section;; and (de) so long as there is an Unrestricted Subsidiary, a Qualified Joint Venture or an Excluded VIE, attaching the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries (if any), such Qualified Joint Ventures (if any) and such Excluded VIEs (if any) from such consolidated financial statements; (e) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, reasonably detailed calculations of the amount of the Available Amount and specifying any applicable utilizations of the Available Amount during such quarterly period or fiscal year, as applicable; and (f) if requested by the Administrative Agent, as and at the end of each fiscal year, a restatement of Schedule 2 hereto with respect to the following items: (i) the call letters and designated market area of each full power Station, (ii) all of the network affiliation agreements for the primary channel of such Station, (iii) the FCC Licenses of the Borrower and its Restricted Subsidiaries with respect to such full power Stations and (iv) the termination date, if any, of each such network affiliation agreement and FCC License.

Officer’s Compliance Certificates. (i) Within five (5) Business Days after the time of the date that delivery of the financial statements are furnished pursuant to Sections 6.1 provided for in subparts (a) and 6.2(b) above, (x) a certificate of the president, chief financial officer, chief accounting officer or controller of the Borrower as to its financial performance, in substantially the form attached hereto as Exhibit H (each, a “Officer’s Compliance Certificate”): ), substantially in the form of Exhibit E, signed by a Financial Officer to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof and the actions the Parent Borrower has taken or proposes to take with respect thereto and including: (aA) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, the arithmetical calculations required to establish (i) any adjustment to whether the Applicable Margins, as provided for in Section 2.3(f) or the Revolving Commitment Fees, as provided for in Section 2.4(a), (ii) the Leverage Ratio Parent Borrower and (iii) except during a Suspension Period, whether or not the Borrower was its Restricted Subsidiaries were in compliance with the requirements provisions of Section 7.7; (b) stating that, to his or her knowledge, no Default has occurred 7.06 as at the end of such quarterly period fiscal year or yearperiod, as (B) in connection with the case may befinancial statements provided for in subpart (a) above, or, if a Default has occurred, disclosing each such Default and its nature, when it occurred, whether it is continuing reasonably detailed calculation of Excess Cash Flow and the steps being taken Available Amount as at the end of the fiscal year to which such financial statements relate, (C) in connection with the financial statements provided for in subpart (a) above, a report setting forth the information required by sections describing the Borrower legal name and the jurisdiction of formation of each Credit Party and the location of the chief executive office of each Credit Party of the Perfection Certificate or confirming that there has been no change in such information since the later of the Closing Date or the date of the last such report, (D) in connection with respect to the financial statements provided for in subpart (a) and (b) above, a description of each event, condition or circumstance during the last fiscal quarter covered by such Default; Compliance Certificate requiring a mandatory prepayment under Section 2.15(c) and (cE) containing a list of each Subsidiary of the Parent Borrower that identifies each Subsidiary as a Restricted Subsidiary, Immaterial Subsidiary, Securitization Subsidiary, Qualified Joint Venture and/or Subsidiary or an Unrestricted Subsidiary as of the date of the applicable Officer’s delivery of such Compliance Certificate or a confirmation that there has been no change in such information since the later of the Closing Date or the date of the last such list provided pursuant and (y) to this Section; (d) so long as there the extent for such fiscal period the Parent Borrower is an Unrestricted Subsidiarynot a public reporting company, or such management discussion and analysis is not publicly available, a Qualified Joint Venture or an Excluded VIE, attaching the related consolidating financial statements reflecting the adjustments necessary to eliminate the accounts of such Unrestricted Subsidiaries (if any), such Qualified Joint Ventures (if any) management discussion and such Excluded VIEs (if any) from such consolidated financial statements; (e) setting forth as and at the end of such quarterly period or fiscal year, as the case may be, reasonably detailed calculations of the amount of the Available Amount and specifying any applicable utilizations of the Available Amount during such quarterly period or fiscal year, as applicable; and (f) if requested by the Administrative Agent, as and at the end of each fiscal year, a restatement of Schedule 2 hereto analysis with respect to the following items: (i) financial information, including a comparison to and variances from the call letters immediately preceding period and designated market area of each full power Station, (ii) all of the network affiliation agreements for the primary channel of such Station, (iii) the FCC Licenses of the Borrower and its Restricted Subsidiaries with respect to such full power Stations and (iv) the termination date, if any, of each such network affiliation agreement and FCC Licensebudget.