WHICH CONSENT SHALL NOT BE UNREASONABLY CONDITIONED,
WITHHELD OR DELAYED AND WHICH SHALL BE DEEMED GIVEN IF BUYER DOES NOT RESPOND TO
SELLER'S REQUEST WITHIN FIVE BUSINESS DAYS OF RECEIPT THEREOF, SELLER SHALL:
(I)
NOTIFY BUYER PROMPTLY (A) IF A STATION IS OFF THE AIR FOR A
CONTINUOUS PERIOD OF 12 HOURS OR MORE OR (B) IF A STATION'S NORMAL BROADCAST
TRANSMISSIONS ARE MATERIALLY IMPAIRED FOR A CONTINUOUS PERIOD OF MORE THAN 24
HOURS;
(II)
OPERATE THE STATIONS IN THE ORDINARY COURSE OF BUSINESS
CONSISTENT WITH PAST PRACTICE;
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(III)
USE COMMERCIALLY REASONABLE EFFORTS TO PRESERVE THE BUSINESS AND
GOODWILL OF THE STATIONS AND THE STATION ASSETS;
(IV)
NOT CHANGE THE PROGRAMMING FORMATS OF ANY OF THE STATIONS;
(V)
ADHERE IN ALL MATERIAL RESPECTS TO THE STATIONS' CURRENT
PRACTICES, A SUMMARY OF WHICH HAS BEEN DELIVERED TO BUYER, WITH RESPECT TO THE
AMOUNT OF AIRTIME AVAILABLE TO BROADCAST COMMERCIALS ON THE STATIONS;
(VI)
MAINTAIN THE TANGIBLE PERSONAL PROPERTY AND THE REAL PROPERTY IN
NORMAL OPERATING CONDITION CONSISTENT WITH SELLER'S PAST PRACTICES, ORDINARY
WEAR AND TEAR EXCEPTED;
(VII)
MAINTAIN THE STATIONS' INVENTORIES OF SPARE PARTS AND SUPPLIES IN
THE ORDINARY COURSE AND AT LEVELS CONSISTENT WITH PAST PRACTICES;
(VIII)
NOT SELL, LEASE OR DISPOSE OF OR AGREE TO SELL, LEASE OR DISPOSE
OF ANY OF THE STATION ASSETS, EXCEPT (A) THE ORDINARY COURSE DISPOSITION OF
ITEMS THAT EITHER ARE OBSOLETE OR UNNECESSARY FOR THE CONTINUED OPERATION OF THE
STATIONS AS CURRENTLY OPERATED OR ARE REPLACED BY ASSETS OF COMPARABLE OR
SUPERIOR UTILITY OR (B) PURSUANT TO EXISTING CONTRACTS OR COMMITMENTS LISTED ON
SCHEDULE 1.1(C), IF ANY, OR AGREE TO DO ANY OF THE FOREGOING;
(IX)
MAKE ALL CAPITAL EXPENDITURES WITH RESPECT TO THE STATIONS IN THE
ORDINARY COURSE IN ACCORDANCE WITH PAST PRACTICES, INCLUDING THOSE RELATING TO
THE CAPITAL PROJECTS SET FORTH ON SCHEDULE 4.2; AND
(X)
MAKE EXPENDITURES ON MARKET RESEARCH AND PROMOTIONAL ACTIVITIES
WITH RESPECT TO THE STATIONS IN THE ORDINARY COURSE IN ACCORDANCE WITH THE PAST
PRACTICES.
(C)
CONTROL OF STATIONS.
SUBJECT TO THE PROVISIONS OF THIS SECTION
4.2 AND THE TERMS OF THE LOCAL MARKETING AGREEMENT, BUYER SHALL NOT, DIRECTLY OR
INDIRECTLY, CONTROL, SUPERVISE OR DIRECT THE OPERATIONS OF THE STATIONS PRIOR TO
THE CLOSING.
SUCH OPERATIONS SHALL BE THE SOLE RESPONSIBILITY OF SELLER AND
SHALL BE IN ITS COMPLETE DISCRETION.
4.3
Access to Information; Inspections; Confidentiality; Publicity.
(A)
BETWEEN THE DATE HEREOF AND THE CLOSING DATE, SELLER SHALL FURNISH
BUYER WITH SUCH INFORMATION RELATING TO THE STATION ASSETS AS BUYER MAY
REASONABLY REQUEST, AT BUYER'S EXPENSE AND PROVIDED SUCH REQUEST DOES NOT
INTERFERE UNREASONABLY WITH THE BUSINESS OF THE STATIONS.
(B)
BETWEEN THE DATE HEREOF AND THE CLOSING DATE, UPON PRIOR
REASONABLE NOTICE, SELLER SHALL GIVE BUYER AND ITS REPRESENTATIVES REASONABLE
ACCESS TO THE STATION ASSETS DURING REGULAR BUSINESS HOURS.
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(C)
NOTHING CONTAINED HEREIN SHOULD BE DEEMED TO NEGATE OR LIMIT THE
SELLER'S OR ANY OF ITS AFFILIATES' RIGHTS OR ANY OBLIGATIONS OF THE BUYER OR ANY
OF ITS AFFILIATES UNDER THAT CERTAIN