(II) AND (III) BELOW, AS KNOWN ON THE DATE HEREOF, THROUGHOUT THE TERM
OF THIS AGREEMENT, AND THAT TO THE EXTENT SUCH
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payment obligations increase during the term, the NBC Payments will be decreased
accordingly by the amount of such increase.
(B)
STATION PAYMENTS.
IN CONSIDERATION OF NBC ENTERING INTO THIS
AGREEMENT, AND NOTWITHSTANDING TERMINATION OF THIS AGREEMENT, STATION SHALL PAY
NBC THE AMOUNTS SET FORTH ON SCHEDULE III ATTACHED HERETO (THE "STATION
PAYMENTS"), PAYABLE ANNUALLY IN ADVANCE NOT LATER THAN JANUARY 15 OF THE YEAR
CORRESPONDING TO SUCH AMOUNT ON SCHEDULE III, BY ELECTRONIC TRANSFER OR SUCH
OTHER MEANS AS NBC SHALL DETERMINE.
(C)
OTHER PAYMENTS TO NBC.
IN CONNECTION WITH STATION'S AFFILIATION
WITH NBC, STATION AGREES THAT STATION SHALL PAY NBC (OR AN ENTITY CONTROLLING,
CONTROLLED BY OR UNDER COMMON CONTROL WITH NBC, AS APPROPRIATE):
(I)
ALL AMOUNTS OWED BY STATION PURSUANT TO STATION'S NBC NEWS
CHANNEL PARTICIPATION AGREEMENT;
(II)
ALL AMOUNTS OWED BY STATION PURSUANT TO THE DISTRIBUTION
CONTRIBUTION AGREEMENT (AS DEFINED BELOW);
(III)
ALL AMOUNTS OWED BY STATION PURSUANT TO THE INVENTORY MANAGEMENT
PLAN; AND
(IV)
ALL AMOUNTS OWED BY STATION PURSUANT TO THIS AGREEMENT, INCLUDING
WITHOUT LIMITATION PURSUANT TO SECTION 3 HEREOF.
(D)
DEFAULT.
IN THE EVENT THAT STATION IS IN DEFAULT OF ANY
OBLIGATION UNDER THIS SECTION 4 WHICH DEFAULT REMAINS UNCURED 90 DAYS AFTER
STATION'S RECEIPT OF NOTICE THEREOF FROM NBC, NBC SHALL HAVE THE RIGHT, AT ITS
ELECTION, TO TERMINATE THIS AGREEMENT IN ITS ENTIRETY UPON NOTICE TO STATION.
5.
DISTRIBUTION CONTRIBUTION AGREEMENT. STATION SHALL ENTER INTO A
DISTRIBUTION CONTRIBUTION AGREEMENT IN THE FORM ATTACHED AS EXHIBIT A HERETO.
6.
INVENTORY MANAGEMENT PLAN.
STATION SHALL FULLY PARTICIPATE IN
THE "INVENTORY MANAGEMENT PLAN" AS ENDORSED BY NBC TELEVISION AFFILIATES (A/K/A
THE NBC AFFILIATE BOARD) ON MAY 19, 1998 (THE "INVENTORY MANAGEMENT PLAN"), AND
IN ANY ADDITIONAL OR SUBSTITUTE INVENTORY MANAGEMENT PLANS APPROVED IN THE
FUTURE BY A MAJORITY OF THE NBC AFFILIATED TELEVISION STATIONS.
7.
LOCAL COMMERCIAL ANNOUNCEMENTS. FROM TIME TO TIME AND AT LEAST
ONCE EACH CALENDAR QUARTER, NBC SHALL PROVIDE STATIONS WITH NOTICE SETTING FORTH
THE AMOUNT AND PLACEMENT OF AVAILABILITIES FOR STATIONS' RESPECTIVE LOCAL
COMMERCIAL ANNOUNCEMENTS IN AND ADJACENT TO REGULARLY SCHEDULED NBC PROGRAMMING.
NBC AGREES THAT THE AVERAGE NUMBER OF THIRTY-SECOND UNITS AVAILABLE TO EACH
STATION FOR LOCAL COMMERCIAL ANNOUNCEMENTS DURING PRIME TIME (I.E. 8 PM TO 11PM
MONDAY THROUGH SATURDAY AND 7 PM TO 11 PM SUNDAY) SHALL BE NOT FEWER THAN 106
PER WEEK, AND SUCH ANNOUNCEMENTS SHALL BE DISTRIBUTED SO THAT EACH HOUR OF PRIME
TIME INCLUDES NOT FEWER THAN FOUR UNITS; PROVIDED, THAT NBC SHALL BE ENTITLED TO
REDUCE EACH STATION'S UNITS TO THE MINIMUM EXTENT NECESSARY FOR NATIONAL SPORTS
PROGRAMMING, OLYMPICS PROGRAMMING AND BREAKING NEWS COVERAGE WHICH FOR REASONS
BEYOND NBC'S CONTROL LIMITS NBC'S ABILITY TO MAKE
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time available for local commercial announcements. Each Station shall also be
entitled to a minimum of 90% of the average weekly number of thirty-second units
provided during the 1999-2000 broadcast season with respect