AFFILIATES OR OTHER RATINGS
INFORMATION PROVIDERS CUSTOMARILY USED BY THE STATIONS AS A SOURCE OF LOCAL
STATION RESEARCH INFORMATION FOR THE STATIONS (COLLECTIVELY, THE "RATINGS
AGENCIES").
AT SALES AGENT'S REQUEST, STATION LICENSEE SHALL USE ITS
COMMERCIALLY REASONABLE EFFORTS TO ASSIST SALES AGENT IN OBTAINING FROM THE
RATINGS AGENCIES PERMISSION TO USE THE STATIONS' RATINGS INFORMATION AND REPORTS
IN CONNECTION WITH THE SALE OF THE ADVERTISEMENTS.
(K)
DURING THE TERM, STATION LICENSEE SHALL NOT:
(I) ENGAGE IN ANY BUSINESS
OTHER THAN THE BUSINESS OF OWNING AND OPERATING THE STATIONS; (II) INCUR ANY
LIABILITIES OR OBLIGATIONS, EXCEPT THOSE LIABILITIES AND OBLIGATIONS INCURRED IN
CONNECTION WITH ITS BUSINESS CONDUCTED IN COMPLIANCE WITH CLAUSE (I) OF THIS
SECTION 5.1(K); (III) INCUR ANY INDEBTEDNESS FOR BORROWED MONEY, INCLUDING
GUARANTEEING OR BECOMING A SURETY WITH RESPECT TO THE INDEBTEDNESS OF ANOTHER
PERSON; (IV) FILE A VOLUNTARY PETITION IN BANKRUPTCY, ANY PETITION OR ANSWER
SEEKING FOR ITSELF ANY REORGANIZATION, ARRANGEMENT, COMPOSITION, READJUSTMENT OF
DEBT, LIQUIDATION OR DISSOLUTION OR SIMILAR RELIEF UNDER ANY PRESENT OR FUTURE
INSOLVENCY STATUTE, LAW OR REGULATION OF ANY JURISDICTION; PETITION OR APPLY TO
ANY TRIBUNAL FOR ANY RECEIVER, CUSTODIAN OR ANY TRUSTEE FOR SUBSTANTIALLY ALL OF
ITS PROPERTIES OR ASSETS; FILE ANY ANSWER TO ANY SUCH PETITION ADMITTING OR NOT
CONTESTING THE MATERIAL ALLEGATIONS OF ANY SUCH PETITION SUFFICIENT TO SUPPORT
THE GRANT OR APPROVAL OF ANY SUCH ORDER, JUDGMENT OR DECREE; SEEK, APPROVE OR
CONSENT TO ANY SUCH PROCEEDING OR IN THE APPOINTMENT OF ANY TRUSTEE, RECEIVER,
SEQUESTRATOR, CUSTODIAN, LIQUIDATOR OR FISCAL AGENT FOR IT OR SUBSTANTIALLY ALL
OF ITS PROPERTIES OR ASSETS; OR TAKE ANY ACTION FOR THE PURPOSE OF EFFECTING ANY
OF THE FOREGOING; OR BE THE SUBJECT OF AN ORDER ENTERED APPOINTING ANY SUCH
TRUSTEE, RECEIVER, CUSTODIAN, LIQUIDATOR OR FISCAL AGENT, OR (V) AMEND OR MODIFY
ANY PROVISION OF THAT CERTAIN AGREEMENT BY AND BETWEEN STATION LICENSEE AND
TUCKER MEDIA AND MANAGEMENT CONSULTING L.L.C., AS ITS SOLE SHAREHOLDER, DATED AS
OF THE DATE HEREOF (THE "TUCKER MANAGEMENT AGREEMENT").
(L)
DURING THE TERM, STATION LICENSEE SHALL COOPERATE WITH SALES AGENT AND,
UPON REQUEST BY SALES AGENT, USE COMMERCIALLY REASONABLE EFFORTS TO ASSIST SALES
AGENT IN MAKING AND PROSECUTING ANY CLAIMS FOR INDEMNIFICATION PURSUANT TO THE
STATION PURCHASE AGREEMENT RELATING TO ANY ASSETS OF THE STATIONS OWNED, LEASED
OR HELD BY STATION LICENSEE WHICH ARE OR MAY BE SUBJECT TO CLAIMS UNDER THE
STATION PURCHASE AGREEMENT, AND SALES AGENT SHALL REIMBURSE STATION LICENSEE FOR
REASONABLE COSTS AND EXPENSES IN CONNECTION WITH ANY SUCH COOPERATION AFFORDED
PURSUANT TO THIS SECTION 5.1(L).
(M)
DURING THE TERM, STATION LICENSEE SHALL PROVIDE TO SALES AGENT UPON THE
WRITTEN REQUEST OF SALES AGENT (BUT NO MORE OFTEN THAN ONCE EACH FISCAL QUARTER)
A TRUE AND ACCURATE LISTING OF THE OUTSTANDING EQUITY INTERESTS OF STATION
LICENSEE AND THE HOLDERS THEREOF.
STATION LICENSEE ACKNOWLEDGES THAT SALES
AGENT MAY PROVIDE SUCH INFORMATION TO ITS LENDERS.
11
SECTION 5.2
RESPONSIBILITIES OF SALES AGENT.
SALES AGENT, AT ITS EXPENSE
AND SUBJECT TO THE PROVISIONS OF SCHEDULE 3.1, SHALL BE RESPONSIBLE