STATION SHALL NOT GRANT CONSENT TO THE RETRANSMISSION OF ITS
BROADCAST SIGNAL BY ANY CABLE TELEVISION SYSTEM, OR, EXCEPT AS PROVIDED IN
SECTION 16(B)(II) BELOW, TO ANY OTHER MVPD WHOSE CARRIAGE OF BROADCAST SIGNALS
REQUIRES RETRANSMISSION CONSENT, IF SUCH CABLE SYSTEM OR MVPD IS LOCATED OUTSIDE
THE DMA TO WHICH STATION IS ASSIGNED, UNLESS STATION'S SIGNAL WAS ACTUALLY
CARRIED BY SUCH CABLE SYSTEM OR MVPD AS OF APRIL 1, 1993, OR, WITH RESPECT TO
SUCH CABLE SYSTEM, IS "SIGNIFICANTLY VIEWED" (AS DETERMINED BY THE FCC) AS OF
APRIL 1, 1993.
(II)
STATION SHALL NOT GRANT CONSENT TO THE RETRANSMISSION OF ITS
BROADCAST SIGNAL BY ANY MVPD THAT PROVIDES SUCH SIGNAL TO ANY HOME SATELLITE
DISH USER, UNLESS SUCH USER IS LOCATED WITHIN STATION'S OWN DMA.
7
(C)
IF STATION VIOLATES ANY OF THE PROVISIONS SET FORTH IN THIS
SECTION 16, NBC MAY, IN ADDITION TO ANY OTHER OF ITS RIGHTS OR REMEDIES AT LAW
OR IN EQUITY UNDER THIS AGREEMENT OR ANY AMENDMENT THERETO, TERMINATE THIS
AGREEMENT WITH RESPECT TO THE VIOLATING STATION BY WRITTEN NOTICE TO STATION
GIVEN AT LEAST NINETY (90) DAYS PRIOR TO THE EFFECTIVE DATE OF SUCH TERMINATION.
17.
"BRANDING" PLAN/PROMOTION.
(A)
NBC AGREES TO WORK WITH STATION TO "BRAND" STATION AS AN "NBC
STATION" IN STATION'S MARKET THROUGH COOPERATIVE EFFORTS IN AREAS SUCH AS ON-AIR
PROMOTION, UNIFIED GRAPHIC DESIGN, USE OF THE NBC PEACOCK LOGO AND NBC
IDENTIFICATION.
STATION AGREES TO BE BRANDED AS AN "NBC STATION" AND TO
PARTICIPATE IN THE FOREGOING BRANDING PROMOTION PLAN DURING THE TERM HEREOF SO
AS TO CAUSE STATION TO BE IDENTIFIED, IN THE PERCEPTION OF TELEVISION VIEWERS,
AS AN "NBC STATION" SIMILAR TO SUCH VIEWERS' PERCEPTION OF THE NBC O&O'S AS "NBC
STATIONS." NBC, ON THE ONE HAND, AND STATION, ON THE OTHER HAND, AGREE TO
CONSULT WITH EACH OTHER, PROMPTLY AFTER EXECUTION HEREOF, WITH RESPECT TO
IMPLEMENTATION OF SUCH BRANDING UNDERTAKING.
(B)
STATION SHALL DEDICATE ANNUALLY FOR ON-AIR PROMOTION OF NBC
PROGRAMMING NOT LESS THAN 10,000 GROSS RATING POINTS ("GRP'S") (THE "GRP
COMMITMENT"). THE NBC ADVERTISING AND PROMOTION DEPARTMENT MAY CONSULT WITH
STATION TO DEVELOP STATION'S ALLOCATION OF THE GRP COMMITMENT BASED ON
PROMOTIONAL NEEDS OF BOTH STATION AND NBC; PROVIDED THAT STATION SHALL CAUSE A
MINIMUM OF 40% AND A MAXIMUM OF 60% OF ITS GRP COMMITMENT TO BE ALLOCATED TO
PRIME TIME (I.E., EASTERN, PACIFIC STATIONS: 8-11 PM MONDAY-SATURDAY AND 7-11 PM
SUNDAY; CENTRAL, MOUNTAIN STATIONS: 7-10 PM MONDAY-SATURDAY AND 6-10 PM SUNDAY).
STATION SHALL PROVIDE NBC WITH APPROPRIATE DOCUMENTATION TO SUBSTANTIATE
DELIVERY OF ITS GRP COMMITMENT.
(C)
STATION SHALL, IN GOOD FAITH, EVALUATE ON A YEARLY BASIS WHETHER
TO CONTINUE TO PARTICIPATE IN THE YEAR-ROUND "SWAP" PROGRAM.
18.
ASSIGNMENT.
(A)
THIS AGREEMENT MAY NOT BE ASSIGNED OR TRANSFERRED (INCLUDING
PURSUANT TO ANY CHANGE IN THE CONTROL OF STATION OR ANY PARENT OR SUBSIDIARY
COMPANY) DIRECTLY OR INDIRECTLY, WHETHER BY OPERATION OF LAW OR OTHERWISE,
WITHOUT THE PRIOR WRITTEN CONSENT OF NBC, WHICH CONSENT SHALL NOT BE
UNREASONABLY WITHHELD (IT BEING UNDERSTOOD THAT NBC