Common use of Performance Certificates Clause in Contracts

Performance Certificates. (a) At the time the financial statements are furnished pursuant to Section 6.1 hereof, a Performance Certificate: (i) setting forth as at the end of such fiscal month, (A) the arithmetical calculations required to establish whether the Borrower was in ______________ *Certain terms have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission. 16 compliance with the requirements of Section 8.1 and Section 8.2 hereof, and (B) to the extent that the Borrower or any of the Restricted Subsidiaries shall have made any payment during such fiscal month to cover operating expenses incurred in the ordinary course of business which are allocable to the operations of any Unrestricted Subsidiary, evidence that the Borrower shall have received (whether during or prior to such fiscal month) (I) Net Proceeds from any Specified Dispositions or (II) Specified Equity Contributions, in either case in an amount sufficient to cover such operating expenses and not used for other purposes; (ii) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such period, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default; and (iii) accompanied by a forecast of weekly cash receipts and disbursements for the immediately succeeding fiscal month certified as reasonable by a Principal Officer of the Borrower. (b) At the time the financial statements are furnished pursuant to Section 6.2 hereof, a Performance Certificate: (i) setting forth as at the end of such fiscal quarter, the arithmetical calculations required to establish (A) whether the Borrower was in compliance with the requirements of the Financial Covenants, and (B) after the expiration of the Amendment Period, the Applicable Margin; " (ii) setting forth a summary of all Investments received by (x) any member of the InternetCo Group (other than from any other member of the InternetCo Group), (y) any member of the LaunchCo Group (other than from any other member of the LaunchCo Group) and (z) any *Joint Venture, in each case during the applicable fiscal quarter, which summary shall (A) include the total amount of all such Investments received from and after the Agreement Date, (B) identify the Person making such Investment, and (C) with respect to Investments made by the Borrower or any of its Subsidiaries, indicate whether each such Investment was funded with Specified Equity Contributions or Net Proceeds received in connection with a Specified Disposition; and (iii) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such period, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default." ______________ *Certain terms have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission.

Performance Certificates. (a) At the time the financial statements are furnished pursuant to Section 6.1 7.2 hereof, a Performance Certificate: (i) setting forth as at the end of such fiscal month, (A) the arithmetical calculations required to establish whether the Borrower was in ______________ *Certain terms have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission. 16 compliance with the requirements of Section 8.1 and Section 8.2 hereof, and (B) to the extent that the Borrower or any of the Restricted Subsidiaries shall have made any payment during such fiscal month to cover operating expenses incurred in the ordinary course of business which are allocable to the operations of any Unrestricted Subsidiary, evidence that the Borrower shall have received (whether during or prior to such fiscal month) (I) Net Proceeds from any Specified Dispositions or (II) Specified Equity Contributions, in either case in an amount sufficient to cover such operating expenses and not used for other purposes; (ii) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such period, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default; and (iii) accompanied by a forecast of weekly cash receipts and disbursements for the immediately succeeding fiscal month certified as reasonable by a Principal Officer of the Borrower. (b) At the time the financial statements are furnished pursuant to Section 6.2 hereof, a Performance Certificate: (ia) setting forth as at the end of such fiscal quarter, the arithmetical calculations required to establish (Ai) the Applicable Margin, and (ii) whether the Borrower was in compliance with the requirements of the Financial Covenants, and (B) after the expiration of the Amendment Period, the Applicable Margin; "; (iib) setting forth on a summary of all Investments received by (x) any member of consolidated basis for the InternetCo Group (other than from any other member of the InternetCo Group)Borrower and its Subsidiaries, (y) any member of the LaunchCo Group (other than from any other member of the LaunchCo Group) and (z) any *Joint Venture, in for each case during the applicable such fiscal quarter, which a summary shall in the form of Schedule 3 to the Performance Certificate of (Ai) include the total amount number and type of all such Investments received from and after the Agreement DateTowers built, (B) identify the Person making such Investment, and (C) with respect to Investments made acquired or sold by the Borrower or any of its SubsidiariesSubsidiaries during such period, indicate whether (ii) the location by state and county of any new Tower Sites not previously reported under this Section 7.4(b), (iii) the dates of final termination or expiration of all Tower Site Lease Agreements and Tower Space Lease Agreements occurring during the quarter then ended and for the immediately following quarter, (iv) a list of all anchor tenants which are located on at least five (5) Towers and the total number of Towers on which each such Investment was funded anchor tenant is located, (v) a list of all Co-Locators which are located on at least five (5) Towers, including the total number of Towers on which each such Co-Locator is located and the percentage of all Towers on which such Co-Locator is located, (vi) capacity for additional tenants per Tower with Specified Equity Contributions respect to the Tower Sites of the Borrower and its Subsidiaries as of the end of such fiscal quarter, (vii) the Co-Location Percentage as at the end of such quarter, and (viii) with respect to any Tower Sites leased by the Borrower or Net Proceeds received in connection any of its Subsidiaries which were acquired or built during such quarter, whether the consent of the landlord of such Tower Sites is required for an assignment of the Tower Site Lease Agreement with a Specified Dispositionrespect thereto; (c) with respect to the fourth (4th) quarter of any fiscal year only, an updated list of all of the Tower Site Lease Agreements and Tower Space Lease Agreements of the Borrower and its Subsidiaries as of the end of such fiscal quarter; and (iiid) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such period, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default." ______________ *Certain terms have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission."

Performance Certificates. (a) At the time the financial statements are furnished pursuant to Section 6.1 7.1 hereof, a Performance Certificate: (i) setting forth as at the end of such fiscal month, (A) the arithmetical calculations required to establish whether the Borrower was in ______________ *Certain terms have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission. 16 compliance with the requirements of Section 8.1 and Section 8.2 hereof, and (B) to the extent that the Borrower or any of the Restricted Subsidiaries shall have made any payment during such fiscal month to cover operating expenses incurred in the ordinary course of business which are allocable to the operations of any Unrestricted Subsidiary, evidence that the Borrower shall have received (whether during or prior to such fiscal month) (I) Net Proceeds from any Specified Dispositions or (II) Specified Equity Contributions, in either case in an amount sufficient to cover such operating expenses and not used for other purposes; (ii) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such period, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default; and (iii) accompanied by a forecast of weekly cash receipts and disbursements for the immediately succeeding fiscal month certified as reasonable by a Principal Officer of the Borrower. (b) At the time the financial statements are furnished pursuant to Section 6.2 hereof, a Performance Certificate: (ia) setting forth as at the end of such fiscal quarter, the arithmetical calculations required to establish (Ai) the Applicable Margin, and (ii) whether the Borrower was in compliance with the requirements of the Financial Covenants, and (B) after the expiration of the Amendment Period, the Applicable Margin; "; (iib) setting forth a summary of all Investments received by (x) any member of for the InternetCo Group (other than from any other member of Borrower and the InternetCo Group)Designated Subsidiaries, (y) any member of the LaunchCo Group (other than from any other member of the LaunchCo Group) and (z) any *Joint Venture, in for each case during the applicable such fiscal quarter, which summary shall a summary, in the form of Schedule 3 to the Performance Certificate, of (Ai) include the total amount number and type (i.e. telecommunications or broadcast) of all such Investments received from and after the Agreement DateTowers built, (B) identify the Person making such Investmentacquired, and (C) with respect to Investments made leased or sold by the Borrower or any of the Designated Subsidiaries during such period, (ii) the location (by state and county) of each Tower Site built, acquired or leased by the Borrower or any of the Designated Subsidiaries during such period 95 102 (identifying the applicable Person owning or leasing each such Tower Site) to the extent reasonably required by the Collateral Agent (it being understood that such information shall be delivered only to the Collateral Agent), (iii) the location (by state and county) of all other Collateral acquired by the Borrower or any of the Designated Subsidiaries during such period (identifying the applicable Person owning such Collateral) to the extent reasonably required by the Collateral Agent (it being understood that such information shall be delivered only to the Collateral Agent), (iv) a list of all Acquisitions, Investments, Restricted Payments and dispositions of Assets from the Agreement Date through the end of such period together with the total amount of each of the foregoing categories, (v) an updated summary of the corporate organization of the Borrower, its Subsidiaries, indicate Subsidiaries and its Investments (identifying whether each of such Subsidiaries constitutes a Restricted Subsidiary, an Unrestricted Subsidiary, a Foreign Subsidiary, a Domestic SpectraSite Mexico Subsidiary or a Foreign SpectraSite Mexico Subsidiary and whether each of such Investments constitutes a Restricted Investment, an Unrestricted Investment, a Foreign Investment, a Domestic SpectraSite Mexico Investment was funded with Specified Equity Contributions or Net Proceeds received in connection with a Specified DispositionForeign SpectraSite Mexico Investment), and (vi) the Co-Location Percentage as at the end of such quarter; and (iiic) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such period, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default." ______________ *Certain terms have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission.

Performance Certificates. (a) At the time the financial statements are furnished pursuant to Section 6.1 hereof, a Performance Certificate: (i) setting forth as at the end of such fiscal month, (A) the arithmetical calculations required to establish whether the Borrower was in ______________ *Certain terms have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission. 16 compliance with the requirements of Section 8.1 and Section 8.2 hereof, hereof and (B) to the extent that the Borrower or any of the Restricted Subsidiaries shall have made any payment during such fiscal month to cover operating expenses incurred in the ordinary course of business which are allocable to the operations of any Unrestricted Subsidiary, evidence that the Borrower shall have received (whether during or prior to such fiscal month) (I) Net Proceeds from proceeds of any Specified Dispositions Incremental Term Loans permitted to be invested in the Unrestricted Subsidiaries pursuant to Section 7.2 hereof or (II) Specified Equity Contributions, in either case in an amount sufficient to cover such operating expenses and not used for other purposes; (ii) stating that, to the best of his or her knowledge, no Default or Event of Default (other than any Specified Default) has occurred as at the end of such period, or, if a Default or an Event of Default (other than a Specified Default) has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default; and (iii) accompanied by a forecast of weekly cash receipts and disbursements disbursements, (x) during the Forbearance Period, for the period commencing on the first day of the immediately succeeding fiscal month through March 29, 2002, and (y) at all other times, for the immediately succeeding fiscal month month, in each case, certified as reasonable by a Principal Officer of the Borrower. (b) At the time the financial statements are furnished pursuant to Section 6.2 hereof, a Performance Certificate: (i) setting forth as at the end of such fiscal quarter, the arithmetical calculations required to establish (A) whether the Borrower was in compliance with the requirements of the Financial Covenants, and (B) after the expiration of the Amendment Period, the Applicable Margin; "; (ii) setting forth a summary of all Investments received by (x) any member of the InternetCo Group (other than from any other member of the InternetCo Group), (y) any member of the LaunchCo Group (other than from any other member of the LaunchCo Group) and (z) any *Consumer Publication Joint Venture, in each case during the applicable fiscal quarter, which summary shall (A) include the total amount of all such Investments received from and after the Agreement Date, (B) identify the Person making such Investment, and (C) with respect to Investments made by the Borrower or any of its Subsidiaries, indicate whether each such Investment was funded with Specified Equity Contributions or Net Proceeds received proceeds of any Incremental Term Loans permitted to be invested in connection with a Specified Dispositionthe Unrestricted Subsidiaries pursuant to Section 7.2; and (iii) stating that, to the best of his or her knowledge, no Default or Event of Default (other than, during the Forbearance Period, any Specified Default) has occurred as at the end of such period, or, if a Default or an Event of Default (other than, during the Forbearance Period, any Specified Default) has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default." ______________ *Certain terms have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission."

Performance Certificates. (a) At the time the financial statements are furnished pursuant to Section 6.1 hereof6.2 hereof (other than any draft financial statements delivered with respect to any December of any fiscal year of the Borrower), a Performance Certificate: (i) setting forth as at the end of such fiscal monthquarter, (A) the arithmetical calculations required to establish (I) whether the Borrower was in ______________ *Certain terms have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission. 16 compliance with the requirements of Section 8.1 the Financial Covenants, and Section 8.2 hereof(II) the Applicable Margin, and (B) to the extent that the Borrower or any of the Restricted Subsidiaries shall have made any payment during such fiscal month period to cover operating expenses incurred in the ordinary course of business which are allocable to the operations of any Unrestricted Subsidiary, evidence that the Borrower shall have received (whether during or prior to such fiscal monthquarter) (I) Net Proceeds from any Specified Dispositions Equity Contributions or (II) Specified Equity ContributionsAvailable Cash Flow, in either case in an amount sufficient to cover such operating expenses and not used for other purposes; (ii) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such period, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default; and (iii) accompanied by a forecast of weekly cash receipts and disbursements for the immediately succeeding fiscal month certified as reasonable by a Principal Officer of the Borrower. (b) At the time the financial statements are furnished pursuant to Section 6.2 hereof, a Performance Certificate: (i) setting forth as at the end of such fiscal quarter, the arithmetical calculations required to establish (A) whether the Borrower was in compliance with the requirements of the Financial Covenants, and (B) after the expiration of the Amendment Period, the Applicable Margin; " (ii) setting forth a summary of all Investments received by (xA) any member of the InternetCo Group (other than from any other member of the InternetCo Group), ) and (yB) any member of the LaunchCo Group (other than from any other member of the LaunchCo Group) and (z) any *Joint Venture), in each case during the applicable fiscal quarter, which summary shall (AI) include the total amount of all such Investments received from and after the Agreement Date, (BII) identify the Person making such Investment, and (CIII) with respect to Investments made by the Borrower or any of its Subsidiaries, indicate whether each such Investment was funded with Specified Equity Contributions or Net Proceeds received Available Cash Flow permitted to be invested in connection with a Specified Dispositionthe Unrestricted Subsidiaries pursuant to Section 7.2; and (iii) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such period, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default." ______________ *Certain terms have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission.

Performance Certificates. (a) At the time the financial statements are furnished pursuant to Section 6.1 7.2 hereof, a Performance Certificate: (i) setting forth as at the end of such fiscal month, (A) the arithmetical calculations required to establish whether the Borrower was in ______________ *Certain terms have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission. 16 compliance with the requirements of Section 8.1 and Section 8.2 hereof, and (B) to the extent that the Borrower or any of the Restricted Subsidiaries shall have made any payment during such fiscal month to cover operating expenses incurred in the ordinary course of business which are allocable to the operations of any Unrestricted Subsidiary, evidence that the Borrower shall have received (whether during or prior to such fiscal month) (I) Net Proceeds from any Specified Dispositions or (II) Specified Equity Contributions, in either case in an amount sufficient to cover such operating expenses and not used for other purposes; (ii) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such period, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default; and (iii) accompanied by a forecast of weekly cash receipts and disbursements for the immediately succeeding fiscal month certified as reasonable by a Principal Officer of the Borrower. (b) At the time the financial statements are furnished pursuant to Section 6.2 hereof, a Performance Certificate: (ia) setting forth as at the end of such fiscal quarter, the arithmetical calculations required to establish (Ai) the Applicable Margin, and (ii) whether the Borrower was in compliance with the requirements of the Financial Covenants, and (B) after the expiration of the Amendment Period, the Applicable Margin; "; (iib) setting forth on a summary of all Investments received by (x) any member of consolidated basis for the InternetCo Group (other than from any other member of the InternetCo Group)Borrower and its Subsidiaries, (y) any member of the LaunchCo Group (other than from any other member of the LaunchCo Group) and (z) any *Joint Venture, in for each case during the applicable such fiscal quarter, which summary shall (Ai) include the total amount number and type of all such Investments received from and after the Agreement DateTowers built, (B) identify the Person making such Investment, and (C) with respect to Investments made acquired or sold by the Borrower or any of its SubsidiariesSubsidiaries during such period, indicate whether (ii) the location by state and county of any new Tower Sites not previously reported under this Section 7.4(b), (iii) the dates of final termination or expiration of all Tower Site Lease Agreements and Tower Space Lease Agreements occurring during the quarter then ended and for the immediately following quarter, (iv) a list of all anchor tenants which are located on at least five (5) Towers and the total number of Towers on which each such Investment was funded anchor tenant is located, (v) a list of all Co-Locators which are located on at least five (5) Towers, including the total number of Towers on which each such Co-Locator is located and the percentage of all Towers on which such Co-Locator is located, (vi) capacity for additional tenants per Tower with Specified Equity Contributions respect to the Tower Sites of the Borrower and its Subsidiaries as of the end of such fiscal quarter, (vii) the Co-Location Percentage as at the end of such quarter, and (viii) with respect to any Tower Sites leased by the Borrower or Net Proceeds received in connection any of its Subsidiaries which were acquired or built during such quarter, whether the consent of the landlord of such Tower Sites is required for an assignment of the Tower Site Lease Agreement with a Specified Dispositionrespect thereto; (c) an updated list of all of the Tower Site Lease Agreements and Tower Space Lease Agreements of the Borrower and its Subsidiaries as of the end of such fiscal quarter; and (iiid) stating that, to the best of his or her knowledge, no Default or Event of Default has occurred as at the end of such period, or, if a Default or an Event of Default has occurred, disclosing each such Default or Event of Default and its nature, when it occurred, whether it is continuing and the steps being taken by the Borrower with respect to such Default or Event of Default." ______________ *Certain terms have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission.