AND SHALL COOPERATE WITH SALES AGENT IN EFFORTS TO FULFILL COMMITMENTS TO
ADVERTISERS AND SYNDICATORS.
SCHEDULE 4.3 SETS FORTH STATION LICENSEE'S
STATEMENT OF POLICY (THE "POLICY STATEMENT") WITH REGARD TO THE BROADCAST
MATERIAL.
SALES AGENT SHALL ENSURE THAT THE BROADCAST MATERIALS ARE IN
COMPLIANCE WITH THE TERMS OF THIS AGREEMENT AND THE POLICY STATEMENT.
SECTION 4.4
PUBLIC SERVICE ANNOUNCEMENTS. SALES AGENT ACKNOWLEDGES THAT
THE STATIONS HAVE IN THE PAST PROVIDED TIME ON THE STATIONS FOR THE PROMOTION OF
PUBLIC SERVICE ORGANIZATIONS IN THE FORM OF PUBLIC SERVICE ANNOUNCEMENTS
("PSAS"), AND AGREES THAT IT WILL RELEASE SPOT TIME TO STATION LICENSEE FOR THE
BROADCAST OF PSAS AT TIMES AND IN AMOUNTS CONSISTENT WITH THE STATIONS' PAST
PRACTICES AND CONSISTENT WITH SALES AGENT'S OPERATING POLICIES APPLICABLE TO THE
BROADCAST OF PSAS.
STATION LICENSEE AND SALES AGENT SHALL COOPERATE IN GOOD
FAITH CONCERNING THE PLACEMENT OF THE PSAS TO BE BROADCAST ON THE STATIONS;
PROVIDED, HOWEVER, THAT STATION LICENSEE SHALL BE ULTIMATELY RESPONSIBLE FOR
SELECTING, OBTAINING AND SCHEDULING PSAS FOR BROADCAST ON THE STATIONS.
SECTION 4.5
TRADE AND BARTER SPOTS.
ON OR AS SOON AS REASONABLY
PRACTICABLE AFTER THE BASE DATE, STATION LICENSEE SHALL DELIVER TO THE SALES
AGENT A LIST, WHICH IS ACCURATE AND COMPLETE IN ALL MATERIAL RESPECTS, OF ALL
CONTRACTS FOR THE SALE OF ADVERTISING TIME ON THE STATIONS FOR NON-CASH
CONSIDERATION THAT ARE IN EFFECT AS OF, AND WILL EXTEND BEYOND, THE BASE DATE
("TRADE
7
AGREEMENTS").
SALES AGENT SHALL COMPLY WITH AND HONOR ALL SUCH TRADE
AGREEMENTS, IF AND TO THE EXTENT THAT TRADE AGREEMENT SPOTS MAY BE BROADCAST ON
A PREEMPTIBLE BASIS.
THE DOLLAR VALUE OF ADVERTISING TIME ON THE STATIONS
PROVIDED TO ADVERTISERS PURSUANT TO TRADE AGREEMENTS SHALL NOT BE INCLUDED IN
THE COMPUTATION AND DETERMINATION OF NET SALES REVENUE FOR PURPOSES OF THIS
AGREEMENT.
AFTER THE BASE DATE SALES AGENT AND STATION LICENSEE SHALL HAVE THE
RIGHT TO ENTER INTO NEW CONTRACTS FOR THE SALE OF ADVERTISEMENTS FOR NON-CASH
CONSIDERATION, PROVIDED THAT THE PARTIES AGREE TO EACH SUCH TRADE AGREEMENT AND
PROVIDED FURTHER THAT THE DOLLAR VALUE OF SUCH ADVERTISING TIME ON THE STATIONS
FOR SUCH TRADE AGREEMENTS SHALL BE INCLUDED IN THE COMPUTATION AND DETERMINATION
OF NET SALES REVENUE FOR PURPOSES OF THIS AGREEMENT.
THE PARTIES SHALL MUTUALLY
AGREE AS TO THE USE OF THE NON-CASH CONSIDERATION RECEIVED FOR EACH NEW TRADE
AGREEMENT.
FOR PURPOSES OF THIS SECTION 4.5, THE TERM "TRADE AGREEMENT" APPLIES
ONLY TO THE BARTERING OF ADVERTISING IN RETURN FOR GOODS AND SERVICES OTHER THAN
PROGRAMMING.
SECTION 4.6
ACCOUNTS RECEIVABLE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY
CONTAINED HEREIN, ANY ACCOUNTS RECEIVABLE OR REVENUE RECEIVED BY SALES AGENT IN
RESPECT OF THE OPERATION OF THE STATIONS DURING THE PERIOD PRIOR TO THE BASE
DATE, IN RESPECT OF WHICH THE SELLERS RECEIVED A CREDIT TO THE PURCHASE PRICE
UNDER THE STATION PURCHASE AGREEMENT OR TO WHICH THE SELLERS ARE ENTITLED
PURSUANT TO THE STATION PURCHASE AGREEMENT, IF ANY, SHALL NOT BE INCLUDED IN NET
SALES REVENUE.
SECTION 4.7
MONTHLY REPORTS; BOOKS AND RECORDS.