FULLY PERFORMED PRIOR TO THE CLOSING WITHOUT BUYER'S
PRIOR WRITTEN CONSENT;
(K)
(A) UTILIZE THE PROGRAM RIGHTS ONLY IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH PAST PRACTICES AND SUBSTANTIALLY IN
ACCORDANCE WITH THE ANTICIPATED USAGE OF SUCH PROGRAM RIGHTS AS SET FORTH ON
DISCLOSURE SCHEDULE SECTION 3.05(F) AND (B) NOT SELL OR OTHERWISE DISPOSE OF ANY
SUCH PROGRAM RIGHTS AND MAKE PAYMENTS ON PROGRAM RIGHTS AND AGREEMENTS ON A
BASIS CONSISTENT WITH PAST PRACTICES AND OTHERWISE IN ACCORDANCE WITH THIS
AGREEMENT;
(L)
USE THEIR COMMERCIALLY REASONABLE BEST
EFFORTS TO TAKE ALL APPROPRIATE, REASONABLE ACTION TO PROTECT THE PRESENT
SERVICE AREAS OF THE STATION FROM INCREASED ELECTRICAL INTERFERENCE FROM OTHER
STATIONS, EXISTING OR PROPOSED, AND TO EXERCISE REASONABLE BEST EFFORTS TO
MAINTAIN OR CAUSE THE MAINTENANCE OF CARRIAGE, IF ANY, OF THE STATION'S SIGNALS
ON ALL CABLE SYSTEMS AND SATELLITE CARRIERS;
(M)
EXCEPT AS OTHERWISE PROVIDED IN SECTION 8.07,
NOT ADOPT, OR AGREE OR COMMIT TO ADOPT, ANY EMPLOYEE PLAN OR OTHER PENSION,
PROFIT SHARING, DEFERRED COMPENSATION OR SIMILAR PLAN, PROGRAM OR TRUST ON
BEHALF OF PERSONNEL OF THE STATION, OR MODIFY OR AGREE OR COMMIT TO MODIFY THE
EXISTING PLANS INSOFAR AS THEY RELATE TO PERSONNEL OF THE STATION, OTHER THAN
MODIFICATIONS OR AGREEMENTS OR COMMITMENTS TO MAKE ANY ADOPTIONS OR
MODIFICATIONS THAT APPLY TO SIMILARLY SITUATED EMPLOYEES OF SELLERS;
(N)
IN THE EVENT THAT THE BARGAINING AGREEMENTS
EXPIRE PRIOR TO THE EFFECTIVE TIME, SEEK THE CONSENT OF THE APPROPRIATE
INTERNATIONAL AND LOCAL UNION(S) TO A SHORT-TERM EXTENSION OF THE EXPIRING
AGREEMENT(S) TO ENABLE BUYER TO NEGOTIATE THE TERMS OF SAID AGREEMENT(S) AFTER
THE EFFECTIVE TIME, AND, IN THE EVENT THE CONSENT TO SUCH AN EXTENSION IS NOT
OBTAINED, TO CONFER IN ADVANCE WITH BUYER ABOUT ALL APPLICABLE ISSUES SUBJECT TO
BARGAINING; PROVIDED THAT SELLERS SHALL, TO THE EXTENT PERMITTED BY APPLICABLE
LAW, PROPOSE THAT SUCH BARGAINING AGREEMENTS PROVIDE FOR A TERM OF ONE YEAR BUT
IN NO EVENT MORE THAN THREE (3) YEARS;
(O)
PROMPTLY NOTIFY BUYER OF ANY ATTEMPTED OR
ACTUAL COLLECTIVE BARGAINING ORGANIZING ACTIVITY WITH RESPECT TO STATION
EMPLOYEES; AND NOT PROPOSE, TO THE EXTENT PERMITTED BY LAW, THAT ANY COLLECTIVE
BARGAINING AGREEMENT APPLICABLE TO ANY STATION EMPLOYEES BE BINDING BY ANY
"SUCCESSOR" EMPLOYER OF SUCH EMPLOYEES;
(P)
FOLLOW THE STATION'S USUAL AND CUSTOMARY
POLICY WITH RESPECT TO (A) EXTENDING CREDIT FOR SALES OF BROADCAST TIME ON THE
STATION AND (B) COLLECTING ACCOUNTS RECEIVABLE RELATING TO THE STATION ARISING
FROM SUCH EXTENSION OF CREDIT;
(Q)
(A) PROMOTE AND ADVERTISE THE STATION, (B)
PROMOTE AND ADVERTISE, INCLUDING ON-AIR PROMOTION AND ADVERTISING, ANY PROGRAM
THAT IS CURRENTLY AIRING ON THE STATION, IN EACH CASE CONSISTENT WITH PAST
PRACTICES, AND (C) MAKE EXPENDITURES OR COMMITMENTS TO MAKE EXPENDITURES
CONSISTENT WITH PAST PRACTICES;
(R)
NOT MAKE OR AGREE OR COMMIT TO MAKE ANY
CAPITAL EXPENDITURE GREATER THAN $5,000 IN CONNECTION WITH ANY PARTICULAR
PROJECT OR GREATER THAN $50,000 IN TOTAL, WITHOUT BUYER'S PRIOR WRITTEN CONSENT,
WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD;
(S)
TIMELY MAKE ANY MUST-CARRY/RETRANSMISSION
ELECTION THAT MUST