OR MEDIA, AND
SALES AGENT SHALL USE ALL SUCH FUNDS SOLELY FOR THEIR INTENDED PROMOTIONAL OR
OTHER SIMILAR PURPOSES AND IN ACCORDANCE WITH SECTION 4(B) OF THE SHARED
SERVICES AGREEMENT.
STATION LICENSEE SHALL COOPERATE WITH SALES AGENT IN FILING
ANY NECESSARY FORMS OR REPORTS REQUIRED TO OBTAIN CO-OP REIMBURSEMENT OR OTHER
FUNDS TO WHICH SALES AGENT IS ENTITLED UNDER THIS SECTION 5.1(F).
FOR THE
PURPOSES OF SCHEDULE 3.1 HEREOF, SALES AGENT'S RECEIPT OF PROMOTIONAL OR CO-OP
PAYMENTS IDENTIFIED IN THIS SECTION 5.1(F) SHALL NOT BE CONSIDERED A PART OF NET
SALES REVENUE AND ITS EXPENDITURES OF SUCH PROMOTIONAL OR CO-OP PAYMENTS SHALL
NOT BE CONSIDERED AN EXPENSE FOR PURPOSES OF CALCULATING NET SALES REVENUE.
TO
THE EXTENT THAT ANY NETWORK OR PROGRAM SERVICE AGREEMENT OF STATION LICENSEE
PROVIDES THAT, IN EXCHANGE FOR CASH PAYMENT, ADDITIONAL SPOT TIME THAT OTHERWISE
WOULD BE USED BY SUCH NETWORK OR PROGRAM SERVICE MAY BE RELEASED FOR LOCAL SALES
BY THE STATIONS, STATION LICENSEE, UPON REQUEST BY THE SALES AGENT, WILL OBTAIN
THE RELEASE OF SUCH COMMERCIAL SPOT INVENTORY FOR THE PLACEMENT OF
ADVERTISEMENTS BY THE SALES AGENT, SUBJECT TO SALES AGENT PAYING TO STATION
LICENSEE THE CASH AMOUNT REQUIRED FOR SUCH RELEASE.
(G)
SUBJECT TO THE PROVISIONS OF ANY NETWORK AFFILIATION OR OTHER PROGRAMMING
AGREEMENT TO WHICH STATION LICENSEE IS A PARTY, STATION LICENSEE SHALL CONSULT
AND COOPERATE WITH SALES AGENT IN THE NEGOTIATION, MAINTENANCE AND ENFORCEMENT
OF RETRANSMISSION CONSENT AGREEMENTS WITH CABLE, SATELLITE AND OTHER
MULTICHANNEL VIDEO PROVIDERS.
STATION LICENSEE, IN CONSULTATION WITH SALES
AGENT, SHALL EXERCISE ITS RIGHTS TO MANDATORY CARRIAGE AND RETRANSMISSION
CONSENT FOR CABLE TELEVISION AND OTHER MULTICHANNEL VIDEO PROVIDERS IN A MANNER
THAT ENSURES THE MAXIMUM POSSIBLE DISTRIBUTION OF THE STATIONS' SIGNAL ON CABLE,
DIRECT-BROADCAST-SATELLITE AND OTHER MULTICHANNEL VIDEO PROGRAMMING DISTRIBUTORS
SERVING COMMUNITIES LOCATED IN THE MARKET.
(H)
STATION LICENSEE SHALL NOT TAKE ANY ACTION OR UNREASONABLY OMIT TO TAKE
ANY ACTION THAT WOULD BE REASONABLY LIKELY TO RESULT IN A (I) REVOCATION,
NON-RENEWAL OR MATERIAL IMPAIRMENT OF THE FCC LICENSES, (II) MATERIAL ADVERSE
EFFECT UPON THE STATIONS' TRANSMITTERS, ANTENNAE AND OTHER MATERIAL ASSETS
INCLUDED IN THE STATIONS' TRANSMISSION FACILITIES OR (III) MATERIAL BREACH OR
DEFAULT UNDER THE TERMS OF ANY OF THE AGREEMENTS TO WHICH STATION LICENSEE IS A
PARTY ON AND AS OF THE DATE HEREOF.
10
(I)
STATION LICENSEE SHALL LIST SALES AGENT AS THE EXCLUSIVE SALES
REPRESENTATIVE FOR THE ADVERTISEMENTS IN ALL APPLICABLE TRADE LISTINGS AND
ADVERTISING AND PROMOTIONAL MATERIAL IF AND WHEN SUCH LISTINGS AND MATERIAL ARE
PUBLISHED BY STATION LICENSEE.
(J)
TO THE EXTENT PERMITTED UNDER THE TERMS OF ANY APPLICABLE AGREEMENT,
STATION LICENSEE SHALL PROVIDE TO SALES AGENT SUCH ROUTINE RATINGS INFORMATION
AND RATINGS REPORTS WITH RESPECT TO THE STATIONS AS ARE CUSTOMARILY PREPARED OR
OBTAINED BY THE STATIONS IN THE ORDINARY COURSE OF BUSINESS AS SALES AGENT MAY
REASONABLY REQUEST FROM TIME TO TIME.
EXCEPT AS OTHERWISE AGREED BY THE PARTIES
HERETO, STATION LICENSEE SHALL MAINTAIN (INCLUDING TIMELY PAYMENT OF ALL FEES)
ANY AGREEMENTS WITH A.C. NIELSEN COMPANY OR ITS