THE FOLLOWING OBLIGATIONS
SHALL BEGIN ON THE FIRST DAY OF THE FIRST FULL CALENDAR MONTH BEGINNING AFTER
THE BASE DATE:
(A)
ON OR BEFORE THE TWENTIETH (20TH) DAY OF EACH CALENDAR MONTH DURING THE
TERM, SALES AGENT SHALL FURNISH STATION LICENSEE WITH A REPORT REGARDING SALES
AGENT'S SALES BY ADVERTISER, OF THE ADVERTISEMENTS FOR THE PREVIOUS CALENDAR
MONTH.
WITHOUT LIMITING SCHEDULE 3.1 HEREOF, STATION LICENSEE SHALL HAVE THE
RIGHT TO REVIEW THE BOOKS AND RECORDS OF SALES AGENT AT REASONABLE TIMES AND
UPON REASONABLE NOTICE, WITH RESPECT TO THE SALE OF ADVERTISEMENTS AND ANY OTHER
SALES BY SALES AGENT IN CONNECTION WITH OR RELATED TO ITS SALE OF THE
ADVERTISEMENTS FOR THE STATIONS.
(B)
STATION LICENSEE SHALL FURNISH TO SALES AGENT INFORMATION EACH MONTH WITH
RESPECT TO STATION EXPENSES.
UPON REASONABLE PRIOR NOTICE, SALES AGENT SHALL
HAVE THE RIGHT AT ALL REASONABLE TIMES TO REVIEW (AND THE RIGHT, AT SALES
AGENT'S EXPENSE, TO MAKE COPIES OF) THE BOOKS AND RECORDS OF STATION LICENSEE,
PROVIDED THAT THE FOREGOING ACCESS SHALL NOT INTERFERE UNREASONABLY WITH THE
STATIONS' BUSINESS.
(C)
THE AUDIT AND INSPECTION RIGHTS OF SALES AGENT UNDER THIS SECTION 4.7
SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT FOR A PERIOD OF
TWO (2) YEARS.
SECTION 4.8
CONTROL.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS
AGREEMENT, THE PARTIES HERETO ACKNOWLEDGE AND AGREE THAT DURING THE TERM,
STATION LICENSEE WILL MAINTAIN ULTIMATE CONTROL AND AUTHORITY OVER THE STATIONS,
INCLUDING, SPECIFICALLY, CONTROL AND AUTHORITY OVER THE STATIONS' OPERATIONS,
FINANCES, PERSONNEL AND PROGRAMMING.
WITHOUT LIMITING THE GENERALITY OF THE
FOREGOING, NOTHING CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO LIMIT THE
CONTROL AND AUTHORITY OF STATION LICENSEE WITH RESPECT TO THE SELECTION,
DEVELOPMENT AND ACQUISITION OF ANY AND ALL PROGRAMMING TO BE BROADCAST OVER THE
STATIONS, AS WELL AS THE PAYMENT THEREFOR, OTHER THAN
8
THOSE PAYMENTS OF SALES AGENT ASSOCIATED WITH THE DELIVERED PROGRAMMING.
TO
THAT END, STATION LICENSEE SHALL (A) HAVE EXCLUSIVE AUTHORITY FOR THE
NEGOTIATION, PREPARATION, EXECUTION AND IMPLEMENTATION OF ANY AND ALL
PROGRAMMING AGREEMENTS FOR THE STATIONS, AND (B) RETAIN AND HIRE OR UTILIZE
WHATEVER EMPLOYEES STATION LICENSEE REASONABLY DEEMS APPROPRIATE OR NECESSARY TO
FULFILL THOSE PROGRAMMING FUNCTIONS.
SALES AGENT SHALL NOT REPRESENT, WARRANT
OR HOLD ITSELF OUT AS THE LICENSEE OF THE STATIONS, AND ALL SALES MATERIAL
PREPARED BY SALES AGENT FOR THE SALE OF ADVERTISING TIME ON THE STATIONS SHALL
IDENTIFY STATION LICENSEE AS THE LICENSEE OF THE STATIONS USING MUTUALLY
AGREEABLE WORDING AND REFERENCES.
SALES AGENT SHALL SELL ADVERTISING TIME AND
ENTER INTO ALL AGREEMENTS FOR THE SALE OF TIME ON THE STATIONS AND FOR THE
DELIVERED PROGRAMMING IN ITS OWN NAME.
ARTICLE V
OTHER OBLIGATIONS OF THE PARTIES
SECTION 5.1
RESPONSIBILITIES OF STATION LICENSEE.
STATION LICENSEE, AT
ITS EXPENSE, SHALL BE RESPONSIBLE FOR AND PERFORM THE FOLLOWING OBLIGATIONS WITH
RESPECT TO THE BUSINESS AND OPERATIONS OF THE STATIONS DURING THE TERM, IN
ACCORDANCE WITH AND SUBJECT TO THE FOLLOWING PROVISIONS:
(A)
STATION LICENSEE SHALL CONTINUE TO MAINTAIN FULL CONTROL OVER THE
OPERATIONS OF THE