SIMILAR BROADCAST-READY MEDIA INTO MACHINERY OR COMPUTERS FOR
BROADCAST.
12
SECTION 5.4
PROVISION OF OFFICE SPACE.
STATION LICENSEE SHALL PROVIDE TO
EMPLOYEES AND AGENTS OF SALES AGENT AND ITS AFFILIATES THE RIGHT TO ACCESS AND
USE SPACE DESIGNATED FOR SALES AGENT'S USE IN THE STATIONS' STUDIO BUILDINGS
(THE "PREMISES") AS REASONABLY NECESSARY FOR SALES AGENT'S PERFORMANCE OF THE
OBLIGATIONS OF SALES AGENT UNDER THIS AGREEMENT, SO LONG AS THE PROVISION OF
SUCH SPACE DOES NOT UNREASONABLY INTERFERE WITH THE CONDUCT OF THE BUSINESS OR
OPERATIONS OF THE STATIONS.
WHEN ON THE PREMISES, SALES AGENT'S PERSONNEL SHALL
BE SUBJECT TO THE REASONABLE DIRECTION AND CONTROL OF THE MANAGEMENT PERSONNEL
OF STATION LICENSEE.
STATION LICENSEE SHALL MAKE AVAILABLE TO SALES AGENT FOR
USE WITHOUT FEE OR CHARGE ALL FACILITIES AND EQUIPMENT OF THE STATIONS.
SECTION 5.5
ACCESS TO INFORMATION.
IN ORDER TO ENSURE COMPLIANCE WITH THE
COMMUNICATIONS ACT, THE FCC RULES AND OTHER APPLICABLE LAW, STATION LICENSEE
SHALL BE ENTITLED TO REVIEW AT ITS REASONABLE DISCRETION FROM TIME TO TIME ANY
BROADCAST MATERIAL THAT STATION LICENSEE MAY REASONABLY REQUEST.
SALES AGENT
ALSO SHALL MAINTAIN AND DELIVER TO THE STATIONS SUCH RECORDS AND INFORMATION
REQUIRED BY THE FCC RULES TO BE PLACED IN THE PUBLIC INSPECTION FILES OF THE
STATIONS PERTAINING TO THE SALE OF POLITICAL PROGRAMMING AND ADVERTISEMENTS, IN
ACCORDANCE WITH THE PROVISIONS OF SECTIONS 73.1940 AND 73.3526 OF THE FCC RULES,
AND TO THE SALE OF SPONSORED PROGRAMMING ADDRESSING POLITICAL ISSUES OR
CONTROVERSIAL ISSUES OF PUBLIC IMPORTANCE, IN ACCORDANCE WITH THE PROVISIONS OF
SECTION 73.1212 OF THE FCC RULES.
SALES AGENT SHALL FURNISH TO STATION LICENSEE
UPON REQUEST ANY OTHER INFORMATION THAT IS REASONABLY NECESSARY TO ENABLE
STATION LICENSEE TO PREPARE ANY RECORDS OR REPORTS REQUIRED BY THE FCC OR OTHER
GOVERNMENTAL ENTITIES.
NOTHING IN THIS SECTION 5.5 SHALL ENTITLE STATION
LICENSEE TO REVIEW THE INTERNAL CORPORATE OR FINANCIAL RECORDS OF SALES AGENT.
STATION LICENSEE SHALL KEEP CONFIDENTIAL ANY INFORMATION OBTAINED FROM SALES
AGENT IN CONNECTION WITH THIS AGREEMENT, EXCEPT AS AND TO THE EXTENT REQUIRED BY
APPLICABLE LAW.
IF THIS AGREEMENT IS TERMINATED, STATION LICENSEE SHALL RETURN
TO SALES AGENT ALL INFORMATION OBTAINED BY IT FROM SALES AGENT IN CONNECTION
WITH THIS AGREEMENT.
THIS SECTION 5.5 SHALL SURVIVE ANY TERMINATION OR
EXPIRATION OF THIS AGREEMENT FOR A PERIOD OF THREE (3) YEARS.
SECTION 5.6
NONCOMPETE. STATION LICENSEE COVENANTS AND AGREES, ON BEHALF
OF ITSELF AND ITS AFFILIATES, THAT DURING THE TERM, NEITHER IT NOR ANY OR ITS
AFFILIATES WILL, WITHOUT THE PRIOR WRITTEN CONSENT OF SALES AGENT, DIRECTLY OR
INDIRECTLY, OWN, MANAGE, OPERATE, CONTROL, OR ENGAGE OR PARTICIPATE IN THE
OWNERSHIP, MANAGEMENT, OPERATION, OR CONTROL OF, OR BE CONNECTED AS A
SHAREHOLDER, PARTNER, OR JOINT VENTURER WITH, ANY BUSINESS OR ORGANIZATION WHICH
ENGAGES IN THE BUSINESS OF TELEVISION BROADCASTING WITHIN THE MARKET, OTHER THAN
THE STATIONS.
NOTWITHSTANDING THE FOREGOING, THE OWNERSHIP OF AN EQUITY
INTEREST OF FIVE PERCENT (5%) OR LESS OF A PUBLICLY TRADED COMPANY THAT DOES NOT
OTHERWISE CONSTITUTE CONTROL OVER SUCH COMPANY SHALL NOT BE PROHIBITED.