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 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) proceeds of any 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, (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, 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 proceeds of any Incremental Term Loans permitted to be invested in the 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."

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) proceeds of Net Proceeds from any Incremental Term Loans permitted to be invested in the Unrestricted Subsidiaries pursuant to Section 7.2 hereof 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 (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, (x) during the Forbearance Period, disbursements 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, 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 proceeds of any Incremental Term Loans permitted to be invested Net Proceeds received in the Unrestricted Subsidiaries pursuant to Section 7.2connection with a Specified Disposition; 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 7.1 hereof, a Performance Certificate: (ia) setting forth as at the end of such fiscal monthquarter, (A) the arithmetical calculations required to establish (i) the Applicable Margin, and (ii) whether the Borrower was in compliance with the requirements of Section 8.1 the Financial Covenants; (b) setting forth for the Borrower and Section 8.2 hereof and (B) the Designated Subsidiaries, for each such fiscal quarter, a summary, in the form of Schedule 3 to the extent that Performance Certificate, of (i) the number and type (i.e. telecommunications or broadcast) of Towers built, acquired, leased or sold by the Borrower or any of the Restricted Designated Subsidiaries shall have made any payment during such fiscal month to cover operating expenses incurred in period, (ii) the ordinary course location (by state and county) of business which are allocable 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 operations 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 and its Investments (identifying whether each of such Subsidiaries constitutes a Restricted Subsidiary, an Unrestricted Subsidiary, evidence that 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 or a Foreign SpectraSite Mexico Investment), and (vi) the Borrower shall have received (whether during or prior to Co-Location Percentage as at the end of such fiscal month) (I) proceeds of any 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;quarter; and (iic) 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, (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, 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 proceeds of any Incremental Term Loans permitted to be invested in the 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."

Performance Certificates. (a) At the time the financial statements are furnished pursuant to Section 6.1 7.2 hereof, a Performance Certificate: (ia) setting forth as at the end of such fiscal monthquarter, (A) the arithmetical calculations required to establish (i) the Applicable Margin, and (ii) whether the Borrower was in compliance with the requirements of Section 8.1 the Financial Covenants; (b) setting forth on a consolidated basis for the Borrower and Section 8.2 hereof its Subsidiaries, for each such fiscal quarter, (i) the number and (B) to the extent that type of Towers built, acquired or sold by the Borrower or any of the Restricted its Subsidiaries shall have made any payment during such fiscal month to cover operating expenses incurred in period, (ii) the ordinary course location by state and county of business 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 allocable located on at least five (5) Towers and the total number of Towers on which each such 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 respect to the operations Tower Sites of any Unrestricted Subsidiary, evidence that the Borrower shall have received (whether during or prior to and its Subsidiaries as of the end of such fiscal monthquarter, (vii) the Co-Location Percentage as at the end of such quarter, and (Iviii) proceeds with respect to any Tower Sites leased by the Borrower or any of any Incremental Term Loans permitted to be invested in its Subsidiaries which were acquired or built during such quarter, whether the Unrestricted Subsidiaries pursuant to Section 7.2 hereof or (II) Specified Equity Contributions, in either case in consent of the landlord of such Tower Sites is required for an amount sufficient to cover such operating expenses and not used for other purposesassignment of the Tower Site Lease Agreement with respect thereto; (iic) 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 (d) 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, (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, 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 proceeds of any Incremental Term Loans permitted to be invested in the 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."

Performance Certificates. (a) At the time the financial statements are furnished pursuant to Section 6.1 7.2 hereof, a Performance Certificate: (ia) setting forth as at the end of such fiscal monthquarter, (A) the arithmetical calculations required to establish (i) the Applicable Margin, and (ii) whether the Borrower was in compliance with the requirements of Section 8.1 the Financial Covenants; (b) setting forth on a consolidated basis for the Borrower and Section 8.2 hereof and (B) its Subsidiaries, for each such fiscal quarter, a summary in the form of Schedule 3 to the extent that Performance Certificate of (i) the number and type of Towers built, acquired or sold by the Borrower or any of the Restricted its Subsidiaries shall have made any payment during such fiscal month to cover operating expenses incurred in period, (ii) the ordinary course location by state and county of business 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 allocable located on at least five (5) Towers and the total number of Towers on which each such 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 respect to the operations Tower Sites of any Unrestricted Subsidiary, evidence that the Borrower shall have received (whether during or prior to and its Subsidiaries as of the end of such fiscal monthquarter, (vii) the Co-Location Percentage as at the end of such quarter, and (Iviii) proceeds with respect to any Tower Sites leased by the Borrower or any of any Incremental Term Loans permitted to be invested in its Subsidiaries which were acquired or built during such quarter, whether the Unrestricted Subsidiaries pursuant to Section 7.2 hereof or (II) Specified Equity Contributions, in either case in consent of the landlord of such Tower Sites is required for an amount sufficient to cover such operating expenses and not used for other purposesassignment of the Tower Site Lease Agreement with respect thereto; (iic) 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 (d) 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, (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, 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 proceeds of any Incremental Term Loans permitted to be invested in the 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."

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 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) proceeds of any Incremental Term Loans permitted to be invested in the Unrestricted Subsidiaries pursuant to Section 7.2 hereof Specified 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 (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, (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, 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 (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 Consumer Publication 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 proceeds of any Incremental Term Loans Available Cash Flow permitted to be invested in the 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."