and this Agreement.
(C)
ALL PROGRAMMING FURNISHED TO STATION PURSUANT TO THIS AGREEMENT
SHALL BE REFERRED TO HEREIN AS "NBC PROGRAMMING", AND ANY ONE PROGRAM OF NBC
PROGRAMMING SHALL BE REFERRED TO AS AN "NBC PROGRAM." SUBJECT TO SECTION 3, THE
SELECTION, SCHEDULING, SUBSTITUTION AND WITHDRAWAL OF ANY NBC PROGRAM OR OTHER
PORTION OF NBC PROGRAMMING SHALL AT ALL TIMES REMAIN WITHIN THE SOLE DISCRETION
AND CONTROL OF NBC.
STATION ACKNOWLEDGES THAT LOCAL AND NETWORK PROGRAMMING
NEEDS MAY CHANGE DURING THE TENT OF THIS AGREEMENT, AND THAT NBC MAY SUBTRACT
FROM OR MAKE OTHER SCHEDULING CHANGES TO THE PROGRAMMED TIME PERIODS FROM TIME
TO TIME ON AT LEAST 90 DAYS' PRIOR WRITTEN NOTICE TO STATION.
NOTHING HEREIN
SHALL PREVENT OR HINDER NBC FROM (I) SUBSTITUTING ONE OR MORE SPONSORED OR
SUSTAINING PROGRAMS (I.E., PROGRAMS WHICH DO NOT INCLUDE LOCAL OR NETWORK
COMMERCIAL AVAILABILITIES) OR (II) CANCELING ONE OR MORE NBC PROGRAMS; PROVIDED,
THAT NBC SHALL EXERCISE REASONABLE EFFORTS TO GIVE STATION AT LEAST THREE
(3) WEEKS PRIOR NOTICE THEREOF.
3.
Preemptions.
(A)
EACH STATION ACKNOWLEDGES THAT NBC WILL MAKE A SUBSTANTIAL
INVESTMENT IN NETWORK PROGRAMMING DURING THE TERM OF THIS AGREEMENT IN ORDER TO
PROVIDE STATION WITH NETWORK-QUALITY NEWS, PUBLIC AFFAIRS, ENTERTAINMENT,
SPORTS, CHILDREN'S AND OTHER PROGRAMMING.
IN VIEW OF SUCH INVESTMENT, AND AFTER
CONSIDERING THE AMOUNT OF BROADCAST TIME AVAILABLE TO STATION OUTSIDE OF THE
PROGRAMMED TIME PERIODS, EACH STATION FURTHER ACKNOWLEDGES AND CONFIRMS THAT IT
DOES NOT PRESENTLY FORESEE ANY NEED TO SUBSTITUTE PROGRAMMING OF ANY KIND FOR
NBC PROGRAMMING, EXCEPT AS SET FORTH IN SECTION 3(B).
(B)
IN THE EVENT STATION PREEMPTS OR OTHERWISE FAILS TO BROADCAST ANY
NBC PROGRAMMING (INCLUDING, WITHOUT LIMITATION, NBC SPORTS PROGRAMMING) ON THE
DATES AND AT THE TIMES SUCH PROGRAMMING IS SCHEDULED BY NBC (EXCEPT
SCHEDULE CHANGES WITH NBC'S WRITTEN CONSENT) AND SUCH PREEMPTION OR FAILURE IS
NOT PURSUANT TO EITHER A LEGITIMATE EXERCISE OF SECTION 73.658(E) OF THE
COMMISSION'S RULES OR AN EVENT OF FORCE MAJEURE AS PROVIDED IN SECTION 11 OF
THIS AGREEMENT, THEN, WITHOUT LIMITING ANY OTHER RIGHTS OR REMEDIES OF NBC UNDER
THIS AGREEMENT OR OTHERWISE, STATION SHALL PAY TO NBC AN AMOUNT EQUIVALENT TO
NBC'S LOSS OF GROSS ADVERTISING REVENUES ATTRIBUTABLE TO STATION'S FAILURE TO
BROADCAST SUCH PROGRAM IN STATION'S MARKET.
NOTWITHSTANDING THE FOREGOING,
STATION SHALL HAVE NO OBLIGATION TO REIMBURSE NBC FOR LOST ADVERTISING REVENUES
IF (I) IN THE CASE OF A PREEMPTION OF NBC PRIME TIME PROGRAMMING (I.E., NETWORK
PROGRAMMING AIRING FROM 8:00 PM TO 11:00 PM MONDAY THROUGH SATURDAY AND 7:00 PM
TO 11:00 PM SUNDAY), STATION HAS NOT PREEMPTED MORE THAN SIX (6) HOURS OF NBC
PRIME TIME PROGRAMMING ("PRIME TIME BASKET") AND IN ADDITION (II) IN THE CASE OF
A PREEMPTION OF NBC SPORTS PROGRAMMING, STATION HAS NOT PREEMPTED MORE THAN SIX
(6) HOURS OF NBC SPORTS PROGRAMMING ("SPORTS BASKET") DURING EACH CALENDAR YEAR
WITHIN THE TERM OF THIS AGREEMENT.
(C)
IN THE EVENT STATION PREEMPTS OR OTHERWISE FAILS TO BROADCAST ANY
NBC PROGRAMMING OR NOTIFIES NBC OF ITS INTENTION TO DO