LOCKBOX ACCOUNT AND SUCH OTHER DOCUMENTS REASONABLY
REQUESTED BY BUYER IN ORDER TO TRANSFER OWNERSHIP AND CONTROL OF THE LOCKBOX
ACCOUNTS TO BUYER.
SECTION 2.09
GENERAL PRORATION
(A)
ALL PURCHASED ASSETS THAT WOULD BE
CLASSIFIED AS A CURRENT ASSET IN ACCORDANCE WITH GAAP AND ALL ASSUMED
LIABILITIES (OTHER THAN ASSUMED LIABILITIES AND PURCHASED ASSETS THAT ARE THE
SUBJECT OF SECTION 2.10 AND SECTION 5.07) SHALL BE PRORATED BETWEEN BUYER ON THE
ONE HAND AND SELLERS ON THE OTHER HAND AS OF 12:01 A.M. LOCAL CALIFORNIA TIME,
ON THE CLOSING DATE (THE "EFFECTIVE TIME"), INCLUDING BY TAKING INTO ACCOUNT THE
ELAPSED TIME OR CONSUMPTION OF AN ASSET DURING THE MONTH IN WHICH THE EFFECTIVE
TIME OCCURS (RESPECTIVELY, THE "PRORATED ASSUMED LIABILITIES" AND THE "PRORATED
CURRENT PURCHASED ASSETS").
SUCH PRORATED CURRENT PURCHASED ASSETS AND
PRORATED ASSUMED LIABILITIES RELATING TO THE PERIOD PRIOR TO THE EFFECTIVE TIME
SHALL BE FOR THE ACCOUNT OF SELLERS AND THOSE RELATING TO THE PERIOD ON AND
AFTER THE EFFECTIVE TIME FOR THE ACCOUNT OF BUYER AND SHALL BE PRORATED
ACCORDINGLY.
IN ACCORDANCE WITH THIS SECTION 2.09:
(A) BUYER SHALL BE REQUIRED
TO PAY TO SELLERS THE AMOUNT OF ANY PRORATED CURRENT PURCHASED ASSET, PREVIOUSLY
PAID FOR BY EITHER SELLER, TO THE EXTENT BUYER WILL RECEIVE A CURRENT BENEFIT ON
AND AFTER THE EFFECTIVE TIME, PROVIDED THAT SUCH AMOUNT SHOULD NOT HAVE BEEN
RECOGNIZED AS AN EXPENSE IN ACCORDANCE WITH GAAP PRIOR TO THE EFFECTIVE TIME;
AND (B) SELLERS SHALL BE REQUIRED TO PAY TO BUYER THE AMOUNT OF ANY PRORATED
ASSUMED LIABILITIES TO THE EXTENT THEY ARISE WITH RESPECT TO THE OPERATION OF
THE STATION PRIOR TO THE EFFECTIVE TIME.
(B)
SUCH PRORATIONS SHALL INCLUDE ALL AD VALOREM
AND OTHER PROPERTY TAXES, UTILITY EXPENSES, FCC REGULATORY FEES, LIABILITIES AND
OBLIGATIONS UNDER CONTRACTS, RENTS AND SIMILAR PREPAID AND DEFERRED ITEMS AND
ALL OTHER EXPENSES AND OBLIGATIONS, SUCH AS DEFERRED REVENUE AND PREPAYMENTS,
ATTRIBUTABLE TO THE OWNERSHIP AND OPERATION OF THE STATION THAT STRADDLE THE
PERIOD BEFORE AND AFTER THE EFFECTIVE TIME.
IF SUCH AMOUNTS WERE PREPAID BY
SELLERS PRIOR TO THE EFFECTIVE TIME AND BUYER WILL RECEIVE A BENEFIT AFTER THE
EFFECTIVE TIME, THEN SELLERS SHALL RECEIVE A CREDIT FOR SUCH AMOUNTS.
IF
SELLERS WERE ENTITLED TO RECEIVE A BENEFIT PRIOR TO THE EFFECTIVE TIME AND SUCH
AMOUNTS WILL BE PAID BY BUYER AFTER THE EFFECTIVE TIME, BUYER WILL RECEIVE A
CREDIT FOR SUCH AMOUNTS.
TO THE EXTENT NOT KNOWN, FCC REGULATORY FEES, REAL
ESTATE AND PERSONAL PROPERTY TAXES SHALL BE APPORTIONED ON THE BASIS OF FCC
REGULATORY FEES, TAXES ASSESSED FOR THE PRECEDING YEAR, WITH A REAPPORTIONMENT
AS SOON AS THE NEW FCC REGULATORY FEES, TAX RATE AND VALUATION CAN BE
ASCERTAINED EVEN IF SUCH IS ASCERTAINED AFTER THE FINAL SETTLEMENT STATEMENT IS
SO DETERMINED.
(C)
WITHIN SIXTY (60) DAYS AFTER THE CLOSING
DATE, BUYER SHALL PREPARE AND DELIVER TO SELLERS A PROPOSED PRO RATA ADJUSTMENT
OF ASSETS AND LIABILITIES IN THE MANNER DESCRIBED IN SECTION 2.09(A) AND
SECTION 2.09(B) AS THE CASE MAY BE, FOR THE