**TABLE OF CONTENTS**       Page      1. License of Programming  2 1.1 Grant of Rights  2 1.2 Certain Specific Rights Included in Licensed Rights  5 1.3 Rights of Licensee and Licensor with respect to Excluded Content  8 1.4 Univision Spoiler Content  9 1.5 Sports Clips  10 1.6 Clip Exchange Arrangements  10      2. Novelas, Co-Productions and Acquired Programs, Etc.  10      2.1 Novelas  10 2.2 Acquired Completed Novelas  10 2.3 Co-Produced Content (Non Novelas)  11 2.4 Acquired Other Content (Non-Novelas)  14 2.5 Acquired Completed Content; Mexican Soccer Games  14 2.6 Scripts  15 2.7 Local Novelas  16 2.8 Reporting, Informational Meetings and Compliance  17 2.9 Audiovisual Content Acquired Pursuant to the Program License Agreement  18      3. General Terms and Conditions Relating to Audiovisual Content  18      3.1 Good Faith Efforts  18 3.2 Spanish Language Platforms  18 3.3 Sale of Broadcast Rights  18 3.4 Venevision Agreements  18 3.5 NFL Arrangement  19 3.6 Live Event Streaming  19 3.7 Territorial Integrity; Anti-Piracy  20 3.8 Offensive or Politically Insensitive Platforms  23      4. Sublicensing; Third Party Arrangements  23      4.1 Licensee Right to Sublicense  23 4.2 Licensor Approval  25 4.3 Licensor Approval Procedures  25 4.4 Exceptions to Licensor Approval  27 4.5 Interactive Functionality; Technological Enhancements  27      5. Downloads  28      5.1 Download to Own (DTO)  28 5.2 Download to Rent (DTR)  29      6. Additional Spanish Language Platforms  29      7. Notification and Acceptance of Programming; Scheduling Cooperation  30      
 
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       Page  7.1 Timing of Availability  30 7.2 Availability Notices; Requests for Delivery  30 7.3 Cooperation  31 7.4 Production Services  32      8. Delivery, Expenses and Use of Licensed Content  32      8.1 Delivery Procedure; Clean Versions  32 8.2 Inspection of Delivered Programs  33 8.3 Destruction or Erasure of Delivered Programs  33 8.4 Ownership; Risk of Loss  33 8.5 Restrictions on Duplication  33 8.6 Name and Likeness Rights; Promotions  34 8.7 Credits  34 8.8 Editing  34 8.9 Product Placement  35 8.10 Licensor Withdrawal of Programs  36 8.11 Digitization; Technological Enhancements  36 8.12 Ancillary Content  37 8.13 Digital Distribution Clearances  38      9. Royalty  39      9.1 Telefutura Rights Payment  39 9.2 Taxes  39 9.3 Withholding  39 9.4 No Interest  40      10. [Intentionally Omitted]  40      11. Unsold Advertising Time  40      11.1 Univision Group Right to Purchase Advertising  40 11.2 Quality Standards  40 11.3 Use of Advertising for Univision Group Third Party Promotion  41      12. Representations and Warranties  41      12.1 Licensor Representations and Warranties  41 12.2 Licensee Representation and Warranty  42 12.3 Insurance  42      13. Indemnification  42      13.1 Licensor Indemnification  42 13.2 Licensee Indemnification  43 13.3 Indemnification Procedures  43      14. Term  44      15. Dispute Resolution; Remedies  44      15.1 Expedited Arbitration  44 15.2 Dispute Resolution  46 
 
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       Page  15.3 Cure Rights; Determination of Material Breaches Leading to Right toTerminate; No Right of Appeal  47 15.4 Satisfaction of Indemnification Obligations Cures Inaccuracy ofLicensor Representations and Warranties  48 15.5 Governing Law  48 15.6 Jurisdiction; Venue; Service of Process  48 15.7 Specific Performance; Injunctive Relief  49 15.8 Certain Limitations  49      16. First Opportunity Rights  49      16.1 Proposed New Businesses  49 16.2 Stand Alone Business  50 16.3 Carve Out Business  51      17 Transfer of Program Rights  52      18. [Intentionally Omitted]  52      19. Monetization of Territory Audiences  52      20. Miscellaneous  52      20.1 [Intentionally Omitted]  52 20.2 Force Majeure  52 20.3 Modification  53 20.4 Waiver of Breach  53 20.5 Notices  53 20.6 Assignments  53 20.7 Further Assurances  53 20.8 Information Sharing  53 20.9 Counterparts  54 20.10 Severability  54 20.11 Language Rules of Construction  54 20.12 Headings  54 20.13 Entire Agreement  54      Annex A  1      SCHEDULE 1 UNIVISION CHANNEL TRADEMARK LICENSE  1 SCHEDULE 2 AUDIOVISUAL CONTENT NOT SUBJECT TO SECTION 2.3(G)  3 SCHEDULE 3 TIN TRANSACTION NOTICE  4 SCHEDULE 4 NOTICES  5 SCHEDULE 5 NOVELA EXAMPLES  6 SCHEDULE 6 CORPORATE OPPORTUNITY EXAMPLE  7 
 
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**AMENDED AND RESTATED 2011 MEXICO LICENSE AGREEMENT**This AMENDED AND RESTATED 2011 MEXICO LICENSE AGREEMENT (this “Agreement”) is enteredinto as of February 28, 2011 by and between Univision Communications Inc., a Delaware corporation(hereinafter “Licensor”) and Videoserpel, Ltd., a Switzerland corporation(“Licensee”) (a controlled Affiliate of Grupo Televisa, S.A.B. (“GT”)), shall beeffective as of January 1, 2011 (the “Effective Date”), and as of the Effective Date amendsand restates that certain 2011 Mexico License Agreement made as of the 20th day ofDecember, 2010 by and between Licensor and Licensee. Capitalized terms used but not defined hereinshall have the meanings set forth on Annex A attached hereto. Unless the context otherwiseclearly requires, the phrases “concurrently herewith”, “as of the date hereof” and other phrases ofsimilar import refer to December 20, 2010 and not February 28, 2011.**WHEREAS**, Licensor has or will have rights in the United Mexican States, including allterritories and possessions thereof (the “Territory”), to license certain AudiovisualContent originally produced in the Spanish language or with Spanish subtitles produced by Licensorand other entities controlled by Broadcasting Media Partners, Inc. (“BMPI”) (BMPI and allof the companies it controls being hereinafter referred to collectively as “UnivisionGroup”).**WHEREAS**, Licensor has or will have rights in the Territory to license certain AudiovisualContent originally produced in the Spanish language or with Spanish subtitles acquired by UnivisionGroup.**WHEREAS**, Licensee operates the Televisa Channels and other Spanish Language Platforms, and mayoperate additional Spanish Language Platforms in the future.**WHEREAS**, Licensee desires to acquire certain rights to Broadcast in the Territory certainAudiovisual Content originally produced in the Spanish language or with Spanish subtitles, andLicensor is willing to grant such a license to such rights upon the terms, provisions andconditions herein set forth.**WHEREAS**, Venevision International Corporation (“Venevision”) previously entered into aSecond Amended and Restated Program License Agreement, dated as of December 19, 2001 (as the samemay have been, and may hereafter be, amended, the “Venevision PLA”), with the Licensor tolicense certain television programming for television broadcast in the Territory, and previouslyentered into that certain agreement between Licensor and Venevision regarding U.S.-BasedProductions, Mutual General Releases and Other Matters (each as defined therein), dated as of May18, 2010 (together with the Venevision PLA, the “Venevision Agreements”), and nothingherein is intended to, or does, alter or limit any rights or obligations of Venevision or Licensor(as between Venevision and Licensor only) under either the Venevision Agreements or that certainParticipation Agreement, dated October 2, 1996, by and among Licensee, A. Jerrold Perenchio, GT,Gustavo A. Cisneros, Ricardo J. Cisneros and Corporacion Venezolana de Television (Venevision) C.A.(to the extent still in effect).**WHEREAS**, BMPI, Licensor, GT and Televisa, S.A. de C.V. entered into that certain Memorandum ofUnderstanding, dated as of October 4, 2010 (the “MOU”).
 
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**WHEREAS**, Licensor and GT, on December 20, 2010, entered into that certain Amendment to theInternational Program Rights Agreement, pursuant to which Licensor and GT grant certain rights andeliminate certain obligations as between Licensor and GT only (the “IPRA Amendment”).**WHEREAS**, Televisa, S.A. de C.V. and Licensor, on December 20, 2010, entered into that certain2011 International Sales Agency Agreement, pursuant to which Licensee engages Licensor as itsexclusive sales agent for the sale or license to third parties of certain rights in and to certainAudiovisual Content originally produced in the Spanish language or with Spanish subtitles (the“Sales Agency Agreement”).**WHEREAS**, Televisa S.A. de C.V. and Licensor, on December 20, 2010, entered into that certain2011 Program License Agreement and are entering into that certain Amended and Restated 2011 ProgramLicense Agreement, dated February 28, 2011, pursuant to which Televisa, S.A. de C.V. grants toLicensor certain rights to Broadcast in the United States certain Audiovisual Content originallyproduced in the Spanish language or with Spanish subtitles produced or acquired by Licensee, onterms, provisions and conditions similar to those set forth herein (the “Amended and Restated2011 Program License Agreement”).**NOW, THEREFORE**, in consideration of the mutual promises and covenants herein contained, theparties hereto agree as follows:1. **License of Programming**.1.1 **Grant of Rights**.(a) Licensed Rights. Pursuant to the terms and conditions and subject to theexceptions and exclusions contained herein, Licensor hereby licenses to Licensee, on an exclusivebasis, throughout the Territory during the Term, to the full extent of rights owned or controlledby Univision Group now or in the future, with respect to Licensed Content originally produced inthe Spanish language or with Spanish subtitles, the following rights (collectively, the“Licensed Rights”):(i) *Programs*. The right to Broadcast Programs by means of all Licensed Media;(ii) *Movies*. The right to Broadcast Movies by means of all Licensed Media;(iii) [Intentionally Omitted](iv) [Intentionally Omitted](v) *Univision Publications Content*. The right to Broadcast Univision Publications Content bymeans of Linear Television Channels. Licensee shall only Broadcast Univision Publications Contenton the Specified Channels and, once Broadcast on the Specified Channels (or concurrent with suchBroadcast), through MVPDs pursuant to MVPD Arrangements then in effect or entered into by Licenseewith respect to the Specified Channels.The parties’ respective rights and obligations with respect to Excluded Content (includingUnivision Publications Content) shall be subject to the terms, conditions, exceptions andexclusions of Section 1.3;
 
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(vi) *Ancillary Content.*The right to Broadcast Ancillary Content by means of all LicensedMedia. Ancillary Content shall be provided or produced by Univision Group and delivered byLicensor pursuant to Section 8.12;(vii) *Clips.*The right to Broadcast, by means of all Licensed Media, (A) Univision ProducedClips, subject to the rights of Univision Group set forth in Section 1.3(a)(i), and theterms, conditions, exceptions and exclusions thereon set forth in Section 1.3; and (B)Licensee Produced Clips, in each of cases (A) and (B), subject to Section 1.6. UnivisionProduced Clips shall be delivered to Licensee as and when produced by Univision Group; and(viii) *Other Rights*. Any other Broadcast rights not granted in clauses (i) through (vii) withrespect to Audiovisual Content originally produced in the Spanish language or with Spanishsubtitles in the Licensed Media on Spanish Language Platforms, in all cases subject to theexceptions, exclusions and limitations herein, including with respect to Excluded Content.(b) Reserved Rights. Notwithstanding any other provisions of this Agreement, withoutlimiting the generality of any other exclusion from or limitation of the rights licensed hereunder,the following rights in the Territory during the Term do not constitute Licensed Rights and areexpressly reserved by Licensor (on behalf of Univision Group):(i) *Theatrical Exhibition of Movies*. The right to, and to permit others to, Broadcast allMovies by means of Theatrical Exhibition, whether on a “first-run” or “re-release” basis; it beingunderstood and agreed that Univision Group shall not, and shall not permit others to, BroadcastLicensed Content other than Movies by means of Theatrical Exhibition in the Territory during theTerm;(ii) [Intentionally Omitted](iii) *Videogames*. The right to, and to permit others to, Broadcast Videogames;provided, that such Videogames shall not incorporate any clip, segment, or portion ofLicensed Content, other than (x) in any sports-themed and branded Videogame, up to ninety (90)seconds individually and five (5) minutes (in the aggregate) of non-interactive Ancillary Contentor clips, vignettes, video recaps, highlight reels or other similar short-form Audiovisual Contentcomposed of excerpts from sports Programs (provided, that no such clips, vignettes, videorecaps, highlight reels or other similar short-form Audiovisual Content shall be included in anyVideogame until six (6) months after the applicable or underlying Licensed Content has been madeavailable to Licensee hereunder), and (y) in any other Videogame, up to ninety (90) secondsindividually and five (5) minutes (in the aggregate) of non-interactive Ancillary Content;(iv) *Hard Good Home Videograms*. The right to, and to permit others to, distribute or sell orotherwise exploit Hard Good Home Videograms, including those embodying Licensed Content;
 
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(v) *Radio*. The right to, and to permit others to, transmit, re-transmit, distribute orotherwise disseminate or exploit any audio-only content, including audio-only tracks of theLicensed Content (other than Novelas) by means of Radio;(vi) *Univision Publications Content*. Pursuant to the terms and conditions and subject to theexceptions and exclusions set forth herein (including in Section 1.3), and without limitingLicensee’s rights with respect to Univision Publications Content, the right to, and to permitothers to, Broadcast Univision Publications Content only on Univision Group’s proprietary sites andplatforms and third party sites and platforms (other than on any Linear Television Channel in theTerritory, which shall not be permitted in any instance); provided, that if Univision Groupelects to Broadcast any Univision Publications Content on a third party site or platform in anyLicensed Media during the Term in the Territory on an exclusive basis, Licensor shall provide toLicensee an exclusive Right of First Negotiation / First Refusal to license such UnivisionPublications Content on an exclusive basis for Broadcast by means of such Licensed Media;(vii) *Short Form Commercial Advertising*. The right to, and to permit others to, BroadcastShort Form Commercial Advertising (A) for third party goods and services; provided, thatsuch advertising content shall not incorporate any clip, segment, or portion of Licensed Contentand/or (B) promoting any Univision Group business, including its magazines, Theatrical Exhibitionsof its movies, its consumer products, its Videogames and its Hard Good Home Videograms;(viii) *Univision Training Content.*The right to, and to permit others to, Broadcast UnivisionTraining Content to its employees or consultants or for general corporate purposes.(ix) *Univision New Business Content.*Pursuant to the terms and conditions and subject to theexceptions and exclusions set forth herein (including in Section 1.3), the right to, and topermit others to, Broadcast Univision New Business Content only on Univision Group’s proprietarysites and platforms and third party sites and platforms;(x) *Non-Spanish Language Audiovisual Content*. All rights, including rights to, and to permitothers to, Broadcast, any Audiovisual Content that is (A) originally produced in a language otherthan the Spanish language, and (B) without Spanish subtitles; provided, that UnivisionGroup shall not, and shall not permit others to, Broadcast any Licensed Content dubbed, subtitledor otherwise converted into a language other than Spanish in the Territory during the Term; and(xi) *Non-Audiovisual Content*. All rights that are not rights to Broadcast AudiovisualContent, except to the extent expressly provided herein or necessary for the Broadcast of LicensedContent.(c) Availability. Licensed Content shall become available for Broadcast by Licenseein accordance with Section 7.1.
 
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(d) Spanish Closed Captions. Notwithstanding any reference herein to Spanishsubtitles, if Spanish-language closed captions (or a similar text feature) are added to anyAudiovisual Content that is originally produced in a language other than Spanish and suchclosed captions are added (i) by a third party distributor that primarily Broadcasts or distributesAudiovisual Content in a language other than Spanish and was not involved in the production of suchAudiovisual Content; and (ii) by means of a generally available closed captioning or similar systemapplicable to Audiovisual Content Broadcast on the platform in question, then such AudiovisualContent shall not be deemed to be subtitled in Spanish solely by reason of such closed captions (orsimilar text feature). By way of example, if DirecTV makes a Spanish language closed captioningfeature available with respect to channels and platforms on its service, such Spanish languageclosed captioning services shall not, in and of itself, cause programming produced in a languageother than Spanish and Broadcast on DirecTV to be deemed “subtitled in Spanish” for purposes ofthis Agreement.(e) Non-Licensed Content. For the avoidance of doubt, this Agreement relates solelyto the Broadcast and exploitation of the Licensed Rights in and to the Licensed Content in theTerritory and during the Term, and is not intended to, and shall not, limit or impair any ofLicensee’s or its Affiliates’ rights with respect to any other Audiovisual Content, audio-onlycontent or other content.(f) Rights Restrictions. Licensee acknowledges and agrees that there may exist RightsRestrictions with respect to items of Licensed Content. Grupo Televisa, and other persons to whomLicensee sublicenses or otherwise transfers rights to the Licensed Content shall, in connectionwith the exercise of the Licensed Rights, comply with any Rights Restrictions with respect to eachitem of Licensed Content, in each case, as notified by Licensor to Licensee in an AvailabilityNotice in accordance with Section 7.2(a).1.2 **Certain Specific Rights Included in Licensed Rights**. Without limiting thegenerality of Section 1.1(a):(a) Affiliates.(i) *Grupo Televisa*. The Licensed Rights include the right to permit Grupo Televisa toexercise the Licensed Rights (and all other rights and entitlements hereunder attendant andappurtenant thereto) to the same extent, and subject to the same terms, conditions, exceptions,exclusions and obligations as Licensee (and such permitted use shall not be deemed a sublicense forpurposes of this Agreement); provided, that if a person ceases to be a controlled Affiliateof GT during the Term, the right of such person to exercise the Licensed Rights under thisSection 1.2(a)(i) shall automatically cease and such person shall thereafter be deemed asublicensee, subject to Section 4.(ii) *Network Affiliates*. The Licensed Rights include the right to permit Network Affiliatesto exercise the Licensed Rights (and all other rights and entitlements hereunder attendant andappurtenant thereto) as part of the Broadcast by means of Free Television, pursuant to and inaccordance with Network Affiliation Agreements entered into by and among Grupo Televisa, and theNetwork Affiliates (and such permitted use shall not be deemed a sublicense for purposes of thisAgreement); provided, that if a person ceases to be a Network Affiliate of Licensee duringthe Term, the right of such person to exercise the LicensedRights under this Section 1.2(a)(ii) shall automatically cease and such person shallthereafter be deemed a sublicensee, subject to Section 4 (including Licensor’s approvalrights set forth thereunder, if applicable).
 
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(b) Closed-Captioning; SAP. The Licensed Rights include, to the full extent of rightsowned or controlled by Univision Group now or in the future (i) the right to subtitle LicensedContent into English or Spanish for closed-caption (or similar text feature) versions for Broadcastin Licensed Media on Spanish Language Platforms, and to dub Licensed Content into English for SAP(secondary audio programming) or into Spanish for audio description for the visually impaired, ineach case of Spanish Language Platforms; and (ii) the exclusive right to Broadcast such English orSpanish closed-caption (or similar text feature), English SAP or Spanish audio description ofLicensed Content in Licensed Media on Spanish Language Platforms, in each case, in the Territoryduring the Term. For the avoidance of doubt, Licensee shall also have the right to offer closedcaptions or SAP (or similar functionality) to the extent required by applicable Law. The dubbedand/or subtitled version of each item of Licensed Content will be delivered to, and be the propertyof, Licensor promptly after such dubbed or subtitled version has been produced, subject, during theTerm, to the exclusive license hereunder in accordance with the terms hereof. Upon Licensee’srequest, and as promptly as practicable following the delivery of the applicable Licensed Contentpursuant to Section 8.1, Licensor will deliver to Licensee any available scripts,transcripts or other documents (whether in Spanish and/or English) that would assist Licensee inpreparing such English subtitled or English dubbed versions of Licensed Content. Licensee shallnot, and shall not permit others to, dub or subtitle any Licensed Content, or Broadcast any versionof Licensed Content dubbed or subtitled, in a language other than Spanish or English.(c) Sublicensees. Licensee’s rights to sublicense the Licensed Rights are set forthin Section 4.(d) Univision Group Channels.(i) *Rights to Univision Channels*. The Licensed Rights include the exclusive right toBroadcast, by means of all Licensed Media in the Territory during the Term, on the terms,conditions, exceptions and exclusions contained herein, the Univision Channels, to the extent thatsuch Univision Channels are comprised of Licensed Content. Licensee shall also have the right to(A) complement or replace Audiovisual Content on the Univision Channels with other AudiovisualContent owned or controlled by Licensee (e.g., by inserting local or licensed programming(including other Licensed Content)), including to replace Audiovisual Content to which Licensordoes not own or control the relevant Broadcast rights in the Territory; (B) commercialize and sellits own advertising on the Univision Channels as Broadcast by Licensee; and (C) customize /reconfigure existing programming offerings on such Univision Channels (e.g., by changing the orderof programming (including Licensed Content)). Upon Licensee’s request, Licensor shall, subject tothe parties’ mutually agreeing on a budget, carry out such complements, replacements,customizations or reconfigurations and other similar modifications to the Univision Channelspursuant to this Section 1.2(d)(i); it being understood that such budget (I) shall be no greaterthan the sum of the actual, out-of-pocket costs paid by Univision Group in order to complete suchcomplements, replacements, customizations, reconfigurations and other similar modifications, plus areasonable internal overhead costallocation (consistent with Univision Group’s standard practices for pricing such services foruse among its internal departments and divisions); and (II) shall be no greater than the marketprice (i.e., on an arms length basis) for the services in question.
 
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(ii) *Rights to Univision Packaged Programming Offerings*. Licensee shall have rights, on theterms, conditions, exceptions and exclusions contained herein, to Univision Group’s existing andfuture linear and, to the extent the delivery and exercise of such rights is commercially feasible,non-linear packaged and branded programming offerings (e.g., a specially branded Univision Groupvideo-on-demand classic Novela “channel” containing Novelas selected and packaged by UnivisionGroup) that Univision Group Broadcasts outside the Territory, to the extent such packagedprogramming offerings are comprised of Licensed Content, to the same extent of, *mutatis mutandis*,Licensee’s rights with respect to Univision Channels contained in Section 1.2(d)(i).(iii) *Univision Channel Marks*. In accordance with its exercise of the rights to UnivisionChannels and other packaged and branded programming offerings, Licensee shall have the right, butnot the obligation to use the Univision Channel Marks in accordance with the trademark license setforth on Schedule 1 attached hereto; provided, that Licensee shall have theobligation to use such Univision Channel Marks with respect to any Univision Channel or otherpackaged and branded programming offering that Licensee uses without modification (other thaninsertion, deletion or substitution of advertising as permitted hereunder); provided,further, that in the event that Licensee’s customizations or reconfigurations of aUnivision Channel or packaged programming offering change the genre or integrity of such UnivisionChannel or packaged programming offering, then Licensee shall, upon Licensor’s reasonable request,cease, as soon as reasonably practicable, the use of the Univision Channel Marks relating to suchcustomized or reconfigured Univision Channel or packaged programming offering.(iv) *No Impact on Other Licensee Rights*. Nothing contained in this Section 1.2(d) shallimpair or restrict Licensee’s right to Broadcast in any Licensed Media during the Term, in theTerritory (whether on channels, networks, programming services or on a stand-alone basis) anyindividual item of Licensed Content (whether or not Broadcast by Univision Group on any UnivisionChannel or other packaged programming offering outside the Territory).(e) Charitable/Religious Content.(i) *Licensee Rights to Charitable/Religious Content*. The Licensed Content includes allCharitable/Religious Content and the Licensed Rights include (i) the exclusive right to BroadcastCharitable/Religious Content in all Licensed Media other than by means of the Internet; and (b) thenon-exclusive right (subject only to Licensor’s rights set forth in Section 1.2(e)(ii)) toBroadcast Charitable/Religious Content by means of the Internet, in each case, in the Territoryduring the Term.(ii) *Univision Group Non-Exclusive Right to Charitable/Religious Content*. Univision Groupshall have the non-exclusive right to Broadcast Charitable/Religious Content in the Territoryduring the Term only by means of the Internet. Notwithstanding the foregoing, Univision Groupshall not be permitted to Broadcast, license or otherwise make available for Broadcast any Charitable/Religious Content during the Term in the Territory on aLinear Television Channel, or on a continuous streamed basis as to constitute, or take on thecharacteristics of, a Linear Television Channel. Univision Group shall not license or otherwisemake available any Charitable/Religious Content to any third party in the Territory during theTerm.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THATTHE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**1.3 **Rights of Licensee and Licensor with Respect to Certain Excluded Content**.(a) Terms and Conditions Regarding Univision Group’s Rights to Broadcast ExcludedContent. Notwithstanding any other provisions of this Agreement, Univision Group’s rights toBroadcast Excluded Content in the Territory during the Term shall be subject to the followingterms, conditions, exceptions and exclusions:(i) *Limitations on Univision Produced Clips*. Univision Group’s Broadcast of the UnivisionProduced Clips shall be only by means of Internet. In addition, with respect to any UnivisionProduced Clips of sports events, (A) Univision Group shall Broadcast such Univision Produced Clipsonly with at least a five (5) minute delay from the applicable live sports event; and (B) subjectto any Clip Exchange Arrangements, Univision Group shall not sublicense or otherwise make availableany such Univision Produced Clips to ***.(ii) *No Linear Channels*. Univision Group will not be permitted to Broadcast, sublicense orotherwise make available for Broadcast any Univision Publications Content, Univision TrainingContent, Univision Produced Clips or Univision New Business Content during the Term in theTerritory on a Linear Television Channel, or on a continuous streamed basis as to constitute, ortake on the characteristics of, a Linear Television Channel (other than the Broadcast of UnivisionCarve Out Business Content on the Linear Television Channel acquired by an entity in which GrupoTelevisa and Univision Group participate as a Carve Out Business in accordance with the terms andconditions of Section 16.3.(iii) *Limitation on Sports Related Univision Publications Content*. During the Term, UnivisionPublications Content relating to a specific live sports event (or the participants therein) shallnot be Broadcast within the thirty (30) minutes before or after the live Broadcast of the relevantsports event (or during such an event) by Licensee; provided, that such restriction shallnot apply if such sports event is not Broadcast live by Grupo Televisa or its permittedsublicensees (or, in the case of permitted sublicensees, if Licensor is not notified of suchBroadcast at least three days prior to such Broadcast).
 
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(b) Terms and Conditions Regarding Licensee’s Rights to Broadcast Excluded Content.Notwithstanding any other provisions of this Agreement, Licensee’s rights toBroadcast Excluded Content in the Territory shall be subject to the following terms,conditions, exceptions and exclusions:(i) *Univision Publications Content.*(A) All Broadcasts by Licensee of any Univision Publications Content on the Specified Channels(and pursuant to MVPD Arrangements with respect to the Specified Channels) shall retain allpromotional materials that Univision Group embeds in such Univision Publications Content;provided, that such promotional materials shall only be required to be retained to theextent that they promote the applicable Univision Publication and/or its website (and shall notpromote any other website or platform owned or controlled by Univision Group, includingunivision.com) and are limited to one or more of (1) a fixed brand bug of a size consistent withcustomary industry practice; (2) up to a lower third graphical brand or URL (uniform resourcelocator) presence for up to twenty percent (20%) of the duration of the applicable UnivisionPublications Content; and (3) a brand or URL presence on the starts and finishes of the applicableUnivision Publications Content. Licensee shall have the right to remove any promotional materialsto the extent they are not required to be retained by Licensee pursuant to this Section1.3(b)(i)(A).(B) Licensee shall not be permitted to sublicense the Univision Publications Content to anythird party. For the avoidance of doubt, the foregoing shall not prohibit the Broadcast of suchUnivision Publications Content by any MVPD in accordance with Section 1.1(a)(v).(ii) *No Right to Other Excluded Content*. Subject to Licensee’s Right of First Negotiation /First Refusal under Section 1.1(b)(vi), Licensee shall have no right to Broadcast,sublicense, exploit or otherwise make available any Excluded Content other than the UnivisionPublications Content and Univision Produced Clips (pursuant to the terms and conditions and subjectto the exceptions and exclusions herein).1.4 **Univision Spoiler Content**. Licensor shall use commercially reasonable efforts toensure that Univision Group does not Broadcast, publish, include or otherwise make available to thegeneral public in the Territory, any Univision Spoiler Content in any Territory-specific versionsor editions of any of Univision Group’s Publications or by means of any Broadcast of ExcludedContent; provided, that such obligation shall not be applicable before six (6) months priorto Licensee’s Broadcast of the relevant Program and Licensee will give Licensor reasonable noticeto enable Licensor to comply with this obligation. In the event that Licensee notifies Licensor inwriting that any Univision Spoiler Content is being so Broadcast, published, included or otherwisemade available by Univision Group (or any licensee in the Territory) to the general public in theTerritory, Licensor will ensure that Univision Group (and will use commercially reasonable effortsto cause such licensee in the Territory to) promptly (but in the case of Univision Group, in noevent later than forty-eight (48) hours following receipt by Licensor of such notice fromLicensee), removes or takes down such Univision Spoiler Content. The obligations of Licensor underthis Section 1.4 shall not apply to Univision Spoiler Content contained in Licensed Content madeavailable for Broadcast by Licensee in the Territory, which Licensee shall be permitted to removein its discretion.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THATTHE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**1.5 **Sports Clips**. Subject to Clip Exchange Arrangements, Licensee shall notsublicense or otherwise make available any Univision Produced Clips or Licensee Produced Clips ofsports events to ***. Forthe avoidance of doubt, the foregoing restriction shall not apply, and shall in no way restrictLicensee’s Broadcast, sublicense or other exploitation of clips of sporting events not licensed byLicensor to Licensee hereunder (e.g., clips of Licensee’s Broadcast of the World Cup).1.6 **Clip Exchange Arrangements**. Notwithstanding anything contained herein, each partyacknowledges and agrees that the other party may continue to participate in customary Clip ExchangeArrangements and that neither party shall be in breach of this Agreement merely on the basis ofparticipation therein. For the avoidance of doubt, such Clip Exchange Agreements (and the licenseof any Audiovisual Content thereunder) shall not be subject to approval under Section 4.2.2. **Novelas, Co-Productions and Acquired Programs, Etc**. The following additional terms,conditions, exceptions and exclusions shall apply with respect to the following respectivecategories of Audiovisual Content or Scripts:2.1 **Novelas**. Licensor will cause any and all Novelas (whether produced, co-producedor acquired by Licensor) that are (or are intended for) Broadcast by Univision Group (or a licenseeof Univision Group of such Novela) in any media in the United States to be Licensed Content, andthe Broadcast rights in all Licensed Media in the Territory in and to such Novelas shall beexclusively licensed to Licensee hereunder in the Territory during the Term, except (a)Acquired Completed Novelas to which Univision Group has not acquired any Broadcast rights in anyLicensed Media in any part of the Territory; and (b) those Novelas produced, co-produced oracquired by Univision Group prior to October 4, 2010, to the extent that Univision Group has notacquired any Broadcast rights in any Licensed Media in the Territory.2.2 **Acquired Completed Novelas**. Notwithstanding anything contained in Section2.1:(a) Information; Facilitation of Negotiation. If Univision Group intends to acquireBroadcast rights outside the Territory to any Novela that Licensor believes would be an AcquiredCompleted Novela, Licensor shall promptly notify Licensee in writing (including a detaileddescription of such Acquired Completed Novela and the identity and contact information of theseller or third party licensor). Licensor shall also provide other information reasonablyrequested by Licensee (to the extent Univision Group has such information and is not legally orcontractually restricted from sharing it). Upon Licensee’s request, Licensor shall put Licensee incontact with such seller or third party licensor and use commercially reasonable efforts tofacilitate a negotiation between Licensee and such seller or third party licensor so thatLicensee may attempt to acquire or license the Broadcast rights in the Territory to suchAcquired Completed Novela.
 
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(b) Seller or Third Party Licensor Inability or Refusal to Negotiate. In the eventthat the applicable seller or third party licensor of a potential Acquired Completed Novela (i) isunable to negotiate with Licensee in connection with the acquisition or license of Broadcastrightsin the Territory because such rights are subject to a bona fide, contractual commitment to a thirdparty existing prior to Univision Group having any discussions with such seller or third partylicensor in respect of such Acquired Completed Novela; or (ii) refuses to negotiate with Licensee,then Univision Group may, at any time after notice has been delivered to Licensee pursuant toSection 2.2(a), obtain any Broadcast rights in and to such Acquired Completed Novela (otherthan rights to Broadcast in the Licensed Media during the Term in the Territory) and such AcquiredCompleted Novela will not be Licensed Content.(c) Ownership. Licensee shall own any rights in the Territory to an AcquiredCompleted Novela that it directly acquires or licenses from the seller or third party licensor, andfor the avoidance of doubt, such rights in and to an Acquired Completed Novela shall not beincluded in the Licensed Rights hereunder or be subject to any of the terms, conditions, exceptionsand exclusions contained in this Agreement.(d) Univision Group Ability to Acquire Rights. Notwithstanding the foregoing, theprovisions of this Section 2.2 shall not restrict or impede the ability of Univision Groupto acquire rights (other than rights to Broadcast in Licensed Media during the Term in theTerritory) in and to an Acquired Completed Novela at any time after notice to Licensee has beendelivered pursuant to Section 2.2(a). If Univision Group so acquires or licenses Broadcastrights outside the Territory to such an Acquired Completed Novela, then such Acquired CompletedNovela shall not be Licensed Content.2.3 **Co-Produced Content (Non Novelas)**.(a) Information; Facilitation of Negotiation. With respect to any third partyarrangement or agreement involving the production of Audiovisual Content that is not a Novela thatLicensor believes would be Co-Produced Content, Licensor will promptly notify Licensee in writing(including a detailed description of such Co-Produced Content, the identity and contact informationof the third party co-producer(s)), and Licensor shall also provide other information reasonablyrequested by Licensee (to the extent Univision Group has such information and is not legally orcontractually restricted from sharing it) after it determines to enter into negotiations for anysuch third party arrangement or agreement. Upon Licensee’s request, Licensor shall put Licensee incontact with the third party co-producer(s) and use commercially reasonable efforts to facilitate anegotiation among Licensee, Univision Group and the third-party co-producer(s) so that Licensee, atits sole option, may elect to either:(i) *Licensee Option to Co-Produce*. Co-produce such Audiovisual Content along with UnivisionGroup and the third party co-producer(s), whereby (A) Licensee would acquire Broadcast rights, asdetermined by the parties, in at least the Territory and Univision Group would acquire Broadcastrights, as determined by the parties, in at least theUnited States to such Audiovisual Content; (B) Licensee and Univision Group would negotiate ingood faith any other rights to such Audiovisual Content to be obtained or retained by UnivisionGroup and/or Licensee; and (C) Licensee and Univision Group would each bear a percentage of thecombined cost of all rights to such Audiovisual Content obtained or retained by Licensee orUnivision Group, which percentages shall be negotiated by the applicable parties in good faithbased on the specific rights acquired by each party; or
 
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(ii) *Licensee Option to License*. License the exclusive Broadcast rights in all Licensed Mediathroughout the Territory during the Term to such Co-Produced Content (or such lesser rights asLicensee may agree) for a separate license fee to be negotiated in good faith among Licensee,Univision Group and the third party co-producer(s) (or other holder of such rights);provided, that if Licensee, Univision Group and such third party co-producer(s) (or otherholder of such rights) cannot agree on such license fee after good faith efforts to do so,Univision Group and the third party co-producer (or other holder of such rights) may thereafteronly license such Broadcast rights to one or more third parties and only for a license fee that isgreater than the highest license fee that Licensee previously offered to pay in such negotiations.For the avoidance of doubt, neither Univision Group nor such third-party co-producer (or otherholder of such rights) may offer any third party a different or less expansive Broadcast rightspackage as compared to a package offered to Licensee, without, in each case, first offeringLicensee the right to negotiate for the license of such rights package pursuant to this Section2.3(a)(ii).(b) [Intentionally Omitted](c) Seller or Third Party Licensor Inability or Refusal to Negotiate. In the eventthat the third party co-producer (i) is unable to negotiate with Licensee in connection with theco-production, acquisition or license of Broadcast rights in the Territory because such rights aresubject to a bona fide contractual commitment to a third party existing prior to Univision Grouphaving any discussions with such third party co-producer in respect of such Co-Produced Content; or(ii) refuses to negotiate with Licensee, then Univision Group may, at any time after notice hasbeen delivered to Licensee pursuant to Section 2.3(a), obtain any Broadcast rights in andto such Co-Produced Content (other than rights to Broadcast in Licensed Media during the Term inthe Territory) and such Co-Produced Content shall not be Licensed Content; provided,however, that Univision Group shall not be permitted to enter into an arrangement for anyCo-Produced Content with a third party co-producer if Univision Group has obtained Broadcast rightsin the United States from such third party (or any of its Affiliates) for any Co-Produced Contentunder this Section 2.3 (excluding only Musical Concerts initially Broadcast live) or anyAcquired Other Content from such party (or any of its Affiliates) under Section 2.4(excluding only Musical Concerts initially Broadcast live) within the immediately preceding twelve(12) months (as measured from the date on which Licensor delivered the notice to Licensee underSection 2.3(a) or 2.4(a), as applicable).(d) Ownership. Licensee shall own any rights in the Territory to any Co-ProducedContent acquired or directly licensed by Licensee from the third party co-producer and/or UnivisionGroup, and for the avoidance of doubt, such rights in and to such Co-Produced Content shall not beincluded in the Licensed Rights hereunder or be subject to any of the terms and conditions of thisAgreement.(e) Costs; Budget. If there are any contributions in kind by Licensee or UnivisionGroup to the Co-Produced Content, any determination of “price” or of Univision Group’s orLicensee’s payments for their share of the combined Broadcast rights for the United States and theTerritory, as the case may be, shall include the actual cost (and not the fair market value) ofsuch non-monetary contributions. These amounts shall be included and agreed upon, by all partiesinvolved in the co-production of the Co-Produced Content, in a detailed budget for the actual costsof production of each episode of the Co-Produced Content. The budget shallinclude allabove-the-line and below-the-line items customarily included in budgets concerning similar types ofprogramming, as well as the separate fees for the services of key personnel (such as the writer(s),producer(s), director(s), and host(s)) and the aggregate fees of all others rendering services ofany kind in connection with such Co-Produced Content.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THATTHE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**(f) Univision Group Ability to Acquire Rights. Notwithstanding any of the foregoing,if at any time Licensee is not engaged in good faith negotiations or elects not to negotiate,license or participate or to withdraw therefrom, or an agreement cannot be reached between Licenseeand the third party co-producer and/or Univision Group within a reasonable period of time so as notto jeopardize Univision Group’s ability to acquire rights outside the Territory, Univision Groupmay obtain any Broadcast rights (other than rights to Broadcast in Licensed Media during the Termin the Territory) to the Co-Produced Content in question and such Co-Produced Content will not beLicensed Content.(g) ***. With respect to any item of Co-Produced Content,Univision Group shall elect to either (i) contractually agree with its Co-Production Partner(s) notto (and Univision Group and such Co-Production Partner(s) shall not) sell, transfer or licenseBroadcast rights to such Co-Produced Content in the Territory to any ***; or (ii)contractually agree with such Co-Production Partner(s) not to sell, transfer or license Broadcastrights to such Co-Produced Content in the Territory or Broadcast such Co-Produced Content in theTerritory. Notwithstanding the foregoing, this Section 2.3(g) shall not apply with respectto the Audiovisual Content set forth on Schedule 2, on a program by program basis, for theterm of Licensor’s rights under the applicable co-production agreement or arrangement;provided, that (A) if Licensor and the applicable Co-Production Partner jointly control theright to sell, license or otherwise alienate Broadcast rights in the Territory to such AudiovisualContent and such rights are not then, or are expected within the following six (6) months not tobe, subject to a contractual commitment to a third party, Licensor shall provide to Licensee aRight of First Negotiation / First Refusal to acquire and/or license such rights following suchtime as the rights are no longer subject to such contractual commitment; and (B) if the applicableCo-Production Partner(s) own or control Broadcast rights in the Territory to such AudiovisualContent and such rights are not then, or are expected within the following six (6) months not tobe, subject to a contractual commitment to a third party, Licensor shall put Licensee in contactwith the applicable Co-Production Partner(s) and use commercially reasonable efforts to facilitatea negotiation between Licensee and such Co-Production Partner(s) so that Licensee may attempt, andotherwise use commercially reasonable efforts to assist Licensee, to acquire or license such rightsfollowing such time as the rights are no longer subject to such contractual commitment;provided, further, that in the case of clause (B), if at any time Licensee is notengaged in good faith negotiations or elects not to negotiate, license or participate or towithdraw therefrom, or an agreement cannot be reached between Licensee and the Co-ProductionPartner(s) and Univision Group within a reasonable period of time, the applicableCo-Production Partner(s) shall have the right to sell, transfer or license Broadcast rights tosuch Audiovisual Content to any party in Mexico (including any ***), and UnivisionGroup and the applicable Co-Production Partners shall have the right to (1) continue to co-producesuch Audiovisual Content; and (2) Broadcast such Audiovisual Content in the United States.
 
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2.4 **Acquired Other Content (Non-Novelas)**.(a) Information; Facilitation of Negotiation. If Univision Group intends to acquireBroadcast rights outside the Territory to any Audiovisual Content that Licensor believes would beAcquired Other Content, Licensor shall promptly notify Licensee in writing (including a detaileddescription of such Acquired Other Content, the identity and contact information of the seller orthird party licensor). Licensor shall also provide other information reasonably requested byLicensee (to the extent Univision Group has such information and is not legally or contractuallyrestricted from sharing it). Upon Licensee’s request, Licensor shall put Licensee in contact withsuch seller or third party licensor and use commercially reasonable efforts to facilitate anegotiation between Licensee and the seller or third party licensor so that Licensee may attempt toacquire or license the Broadcast rights in the Territory to such Acquired Other Content.(b) Seller or Third Party Licensor Inability or Refusal to Negotiate. In the eventthat the seller or third party licensor of potential Acquired Other Content (i) is unable tonegotiate with Licensee in connection with the acquisition or license of Broadcast rights in theTerritory because such rights are subject to a bona fide, contractual commitment to a third partyexisting prior to Univision Group having any discussions with such seller or third party licensorin respect of such Acquired Other Content; or (ii) refuses to negotiate with Licensee, thenUnivision Group may, at any time after notice has been delivered pursuant to Section2.4(a), obtain any Broadcast rights in and to such Acquired Other Content (other than rights toBroadcast in the Licensed Media during the Term in the Territory) and such Acquired Other Contentwill not be Licensed Content; provided, however, that Univision Group will not bepermitted to enter into an arrangement for any Acquired Other Content with such third party ifUnivision Group has obtained Broadcast rights in the United States from such third party (or any ofits Affiliates) for any Acquired Other Content under this Section 2.4 (excluding onlyMusical Concerts initially Broadcast live) or any Co-Produced Content from such party (or any ofits Affiliates) under Section 2.3 (excluding only Musical Concerts initially Broadcastlive) within the immediately preceding twelve (12) months (as measured from the date on whichLicensor delivered the notice to Licensee under Section 2.3(a) or 2.4(a), asapplicable).(c) Ownership. Licensee shall own any rights in the Territory to any Acquired OtherContent that it directly acquires or licenses from the seller or third party licensor, and for theavoidance of doubt, such Acquired Other Content shall not be included in the Licensed Rightshereunder or be subject to any of the terms and conditions of this Agreement.(d) Univision Group Ability to Acquire Rights. The provisions of this Section2.4 will not restrict or impede the ability of Univision Group to acquire rights (other thanrights to Broadcast in Licensed Media during the Term in the Territory) in and to Acquired OtherContent at any time after notice has been delivered to Licensee pursuant to Section2.4(a). If Univision Group so acquires or licenses Broadcast rights outside the Territory tosuch Acquired Other Content, then such Acquired Other Content shall not be Licensed Content.2.5 **Acquired Completed Content; Mexican Soccer Games**. Nothing contained in thisAgreement shall prevent Univision Group from acquiring Broadcast rights outside the Territory toany (a) Acquired Completed Content; or (b) Mexican Soccer Games.
 
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2.6 **Scripts**.(a) Sale of Scripts. Univision Group will be permitted to sell rights in any Scriptto a third party so long as, in connection with such sale, Univision Group divests (subject toSection 2.6(c)) itself of all right, title and interest in and to such Script, includingany Broadcast rights outside the Territory and any other interest (whether monetary or otherwise)in such Script (e.g., profit participations, revenue shares, options, reversion rights, credits(except to the extent such credits are required to be retained under applicable Law), etc.). AnyAudiovisual Content produced from such sold Script will not be Licensed Content, Co-ProducedContent, an Acquired Completed Novela or Acquired Other Content solely by reason of UnivisionGroup’s former ownership of rights in such sold Script.(b) Exchange of Scripts. Univision Group will be permitted to trade or exchange anyScript (the “Divested Script”) with a third party for one or more other Scripts (the“Acquired Scripts”) so long as, in connection with such trade or exchange, (i) UnivisionGroup divests (subject to Section 2.6(c)) itself of all right, title and interest in and tosuch Divested Script, including any Broadcast rights outside the Territory and any other interest(whether monetary or otherwise) in such Divested Script (e.g., profit participations, revenueshares, options, reversion rights, credits (except to the extent such credits are required to beretained under applicable Law), etc.); and (ii) Licensor licenses to Licensee hereunder theexclusive rights to Broadcast in the Licensed Media as part of, and to the full extent of, theLicensed Rights in the Territory during the Term, Audiovisual Content originally produced in theSpanish language or with Spanish subtitles produced based on such Acquired Scripts (and suchAudiovisual Content, originally produced in the Spanish language or with Spanish subtitles, onceproduced, will automatically and immediately be deemed Licensed Content hereunder to the extent itwould otherwise constitute Licensed Content and the rights to Broadcast such Licensed Content inthe Licensed Media will be exclusively licensed to Licensee as part of, and to the full extent of,the Licensed Rights in the Territory during the Term). Any Audiovisual Content produced from suchDivested Script will not be Licensed Content, Co-Produced Content, an Acquired Completed Novela orAcquired Other Content solely by reason of Univision Group’s former ownership of rights in suchDivested Script.(c) Univision Group Retention of United States Broadcast Rights. If, during the Term,in any sale, trade or exchange of a Script addressed in Section 2.6(a) or (b),Univision Group retains any rights to Broadcast in the United States in any Licensed Media anyAudiovisual Content originally produced in the Spanish language or with Spanish subtitles producedfrom any such sold Script or Divested Script, Univision Group will also retain the same rights toBroadcast such Audiovisual Content in such Licensed Media in the Territory for thesame period, to the extent within the Term (and such Audiovisual Content originally producedin the Spanish language or with Spanish subtitles, to the extent of such rights, once produced,will automatically and immediately be deemed Licensed Content hereunder to the extent it wouldotherwise constitute Licensed Content and the rights to Broadcast such Licensed Content in theLicensed Media will be exclusively licensed to Licensee as part of, and to the full extent of, theLicensed Rights in the Territory during the Term).
 
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(d) Scripts for Non-Spanish Language Productions. For the avoidance of doubt,Univision Group will be permitted to sell or exchange in any manner (*i.e.*, the restrictions ofparagraphs (a), (b) and (c) of this Section 2.6 do not apply) any Script that is notintended to be originally produced in the Spanish language or with Spanish subtitles;provided, thatUnivision Group prohibits, in a binding agreement with the purchaser ortransferee of any such Script, the production of any Audiovisual Content based on such Script thatis originally produced in the Spanish language or with Spanish subtitles. For the avoidance ofdoubt, the aforementioned contractual prohibition shall apply to any successors, transferees,licensees or assigns of such purchaser or transferee.2.7 **Local Novelas**.(a) Co-Produced Local Novelas. With respect to any Co-Produced Local Novela whereUnivision Group participates in the co-production of the Co-Produced Local Novela in whole or inpart in exchange for the right of Univision Group to produce a Novela that is based on the Scriptunderlying the Co-Produced Local Novela (for the avoidance of doubt, which Novela shall be a newproduction of such Script), Univision Group shall have the right either (i) to contractually agreewith the third-party co-producer not to undertake (and actually not undertake) any sale, transfer,license or Broadcast of such Co-Produced Local Novela in the Territory or in the United States (inwhich case such Co-Produced Local Novela shall not be deemed to be Licensed Content or an AcquiredCompleted Novela hereunder unless and until Univision Group Broadcasts such Co-Produced LocalNovela in the United States, and at such time, the Co-Produced Local Novela will automatically andimmediately be deemed Licensed Content hereunder to the extent it would otherwise constituteLicensed Content and the rights to Broadcast such Co-Produced Local Novela in the Licensed Mediawill be exclusively licensed to Licensee as part of, and to the full extent of, the Licensed Rightsin the Territory during the Term); or (ii) to acquire Broadcast rights to such Co-Produced LocalNovela for the United States and the Territory (such that the rights to Broadcast such Co-ProducedLocal Novela, in the Licensed Media during the Term (or such shorter period equivalent to the termof rights acquired by Univision Group in the United States) in the Territory, would be and arelicensed exclusively to Licensee hereunder as part of, and to the full extent of, the LicensedRights in the Territory during the Term). For the avoidance of doubt, any new Novela produced byUnivision Group based on a Script underlying a Co-Produced Local Novela acquired by Univision Groupas contemplated by this Section 2.7(a) shall be subject to Section 2.1 and shallconstitute Licensed Content.(b) Univision Local Novelas. Notwithstanding anything to the contrary containedherein, with respect to any Univision Local Novela, Univision Group shall have the right either (i)to contractually agree with the third party producer not to undertake (and actually not undertake)any sale, transfer, license or Broadcast of such Univision Local Novela in theTerritory or in the United States (in which case such Univision Local Novela shall not bedeemed to be Licensed Content or an Acquired Completed Novela hereunder unless and until UnivisionGroup Broadcasts such Univision Local Novela in the United States, and at such time, the UnivisionLocal Novela will automatically and immediately be deemed Licensed Content hereunder to the extentit would otherwise constitute Licensed Content and the rights to Broadcast such Univision LocalNovela in the Licensed Media will be exclusivelylicensed to Licensee as part of, and to the fullextent of, the Licensed Rights in the Territory during the Term); or (ii) to acquire the Broadcastrights to such Univision Local Novela for the United States and the Territory (such that the rightsto Broadcast, in Licensed Media during the Term (or such shorter period equivalent to the term ofrights acquired by Univision Group in the United States) in the Territory, such Univision LocalNovela, would be and are licensed exclusively to Licensee hereunder as part of, and to the fullextent of, the Licensed Rights in the Territory during the Term).
 
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(c) Notice. Licensor shall inform Licensee at each Informational Meeting of anyarrangements that Univision Group has entered into for a Co-Produced Local Novela or UnivisionLocal Novela since the immediately preceding Informational Meeting (or if Informational Meetingshave not yet taken place during the Term, since the Effective Date).2.8 **Reporting, Informational Meetings and Compliance**.(a) Informational Meetings. A coordinator designated by Licensor shall meet with acoordinator designated by Licensee once each quarter (the “Informational Meetings”) todiscuss any planned Co-Produced Content, Acquired Other Content, Acquired Completed Novelas,Co-Produced Local Novelas and Univision Local Novelas and any Script exchanges or divestitures, ineach case, if any, of which notice has not been previously given at prior Informational Meetings.At such meeting Licensor, subject to legal or third party contractual confidentiality restrictions,will provide information reasonably available to Univision Group regarding such planned Co-ProducedContent, Acquired Other Content, Acquired Completed Novelas, Co-Produced Local Novelas andUnivision Local Novelas or Script exchanges or divestitures, including: (i) a reasonably detaileddescription of such Audiovisual Content or Script; (ii) the identity of the third party producer,co-producer or owner (as applicable) with respect to such Audiovisual Content or Script; and (iii)any other information required to be provided with respect to any such Audiovisual Content orScript under this Section 2.(b) Univision Group Certification. Within sixty (60) days of the end of each fiscalyear, the highest-ranking production officer of Univision Group will deliver to Licensee acertificate attesting that, with respect to each item of Co-Produced Content, item of AcquiredOther Content, Acquired Completed Novela, Co-Produced Local Novela, Univision Local Novela and anyScript exchanges or divestitures, in each case, if any, entered into by Univision Group in theprior year, (i) Univision Group used good faith efforts not to structure any such arrangements oragreements in a manner intended to cause the applicable Audiovisual Content not to be deemed to beLicensed Content hereunder; and (ii) such arrangement or agreement was negotiated and entered intoby Univision Group and the applicable third party on an arms-length basis.(c) Confidentiality. Licensee acknowledges that any and all information provided byLicensor in accordance with this Section 2 is intended solely for the purpose of permittingLicensee to determine whether to exercise its rights under this Section 2 and to monitorcompliance by Univision Group with the provisions contained in this Section 2 relating toCo-Produced Content, Acquired Other Content, Acquired Completed Novelas, Co-Produced Local Novelas,Univision Local Novelas and Scripts; it being agreed that Licensee shall keep confidential suchinformation (to the extent such information is not otherwise publicly available), shall not usesuch information for their own account and shall not contact or engage in discussions with anyperson (excluding its representatives and advisors) other than Univision Group or the relevantseller, third party licensor or co-producer with respect to such agreement or arrangement.
 
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(d) Acquired Completed Content. For the avoidance of doubt, Licensor will not berequired to provide any information for or regarding Acquired Completed Content or Mexican SoccerGames.2.9 **Audiovisual Content Acquired Pursuant to the Program License Agreement**. For theavoidance of doubt, no rights to Audiovisual Content acquired or licensed by Univision Group fromLicensee, its Affiliates or third parties pursuant to the provisions of Sections 1 and 2 of theAmended and Restated 2011 Program License Agreement shall be deemed to be Licensed Content,licensed hereunder, or subject to the provisions of this Section 2.3. **General Terms and Conditions Relating to Audiovisual Content**. Notwithstanding any otherprovisions of this Agreement, the grant of rights hereunder, and the parties’ respective rights andobligations with respect thereto, shall be subject to the following general terms, conditions,exceptions and exclusions.3.1 **Good Faith Efforts**. Licensor agrees that it will use good faith efforts not tostructure arrangements or agreements with respect to Audiovisual Content in a manner intended tocause such Audiovisual Content not to be Licensed Content.3.2 **Spanish Language Platforms**. Licensee shall not Broadcast any Licensed Content orany portion thereof other than on a Spanish Language Platform; it being understood and agreed thatthe foregoing restriction shall not preclude the Broadcast of Licensed Content in the LicensedMedia in the Territory during the Term (a) pursuant to (i) MVPD Arrangements, (ii) SublicensingArrangements approved by Licensor pursuant to Section 4 or (iii) TIN Branded Experiences,in each case, involving the Broadcast of Licensed Content through a distributor or aggregator ofmulti-lingual Audiovisual Content (e.g., YouTube, Apple / iTunes); or (b) pursuant to Clip ExchangeArrangements. For the avoidance of doubt, the restriction in this Section 3.2 shall notpreclude bona fide Short Form Commercial Advertising on any and all platforms (includingnon-Spanish language platforms) intended to market, advertise or promote the availability ofLicensed Content.3.3 **Sale of Broadcast Rights**. Pursuant to the terms and conditions and subject to theexceptions and exclusions of Section 1 and Section 2, Licensor shall not, and shallcause Univision Group not to, sell, license or otherwise alienate any Broadcast rights in anyLicensed Media in the Territory to any Audiovisual Content to the extent such Broadcast rightswould be reasonably expected (absent such sale, license or other alienation) to become LicensedRights, and to vest with Licensee during the Term.3.4 **Venevision Agreements**. Audiovisual Content acquired or licensed by UnivisionGroup from, or co-produced by Univision Group with, Venevision pursuant to the VenevisionAgreements shall not be included in the Licensed Content or Licensed Rights hereunder, nor or besubject to any of the terms and conditions of this Agreement (including Section 2);provided, that Univision Group shall not agree to any amendment of such agreements thatwould adversely affect Licensee’s rights hereunder (it being understood that a mere renewal orextension of the term of such agreements (other than the Venevision PLA, which shall not be renewedor extended) shall not be deemed to adversely affect Licensee’s rights hereunder).
 
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3.5 **NFL Arrangement**. Notwithstanding anything to the contrary contained herein, theparties acknowledge and agree that Univision Group shall have the right to Broadcast by means ofInternet and mobile in the Territory certain websites related to the National Football League,pursuant to that certain letter agreement between NFL Enterprises LLC and Univision InteractiveMedia, Inc. (an Affiliate of Licensor), dated September 14, 2010, as it may be amended by theparties thereto. Audiovisual Content available on such websites shall not be included in theLicensed Content or Licensed Rights hereunder, nor be subject to any of the terms and conditions ofthis Agreement. Licensor represents and warrants that (a) a significant majority of the contentprovided by Univision Group for such websites is not Audiovisual Content; (b) all AudiovisualContent provided by Univision Group for Broadcast on such websites is related to the NationalFootball League; and (c) the content of such websites does not include Broadcasts of NationalFootball League games (other than clips and highlight reels of such games).3.6 **Live Event Streaming**. To the extent the live Internet streaming Broadcast rightsin the Territory to a specific non-sporting live event (e.g., a live musical concert) thatconstitutes Licensed Content (for which Licensed Rights would be granted to Licensee hereunder) arepromoted or controlled by the Univision Group live events business, the exercise of such liveInternet streaming Broadcast rights by Licensee will be subject to the following additional terms,conditions, exceptions and exclusions:(a) Licensor Notice. Licensor will inform Licensee in writing of the availability ofthe live Internet streaming Broadcast rights to each such live event to which Univision Group ownsor controls such rights in the Territory. If such streaming rights are subject to PromotionalObligations, then Licensor shall also inform Licensee of such Promotional Obligations and any otherterms and conditions applicable to such live event (which shall not include the payment ofadditional consideration by Licensee). Licensor shall provide such notice to Licensee as soon asreasonably practicable following Univision Group’s acquisition of such rights, but in no eventlater than forty five (45) days before the applicable liveevent (or if Univision Group acquires such rights within forty five (45) days of theapplicable live event, within forty eight (48) hours of such acquisition (or if Univision Groupacquires such live event within forty eight (48) hours of such live event, as promptly aspracticable following such acquisition)).(b) Licensee Election. If Licensee wishes to stream such a live event to whichUnivision Group owns or controls the live Internet streaming Broadcast rights in the Territory, itshall have the exclusive rights to do so in the Licensed Media during the Term to the full extentof rights owned or controlled by Univision Group now or in the future, provided it agrees to complywith the Promotional Obligations (and such other terms and conditions) contained in the abovenotice. If Licensee does not wish to stream such live event, or does not agree to satisfy thePromotional Obligations or other terms and conditions, Univision Group may Broadcast the live eventby way of Internet streaming in the Territory, so long as Univision Group satisfies the PromotionalObligations, and the other terms and conditions applicable to such live event (subject to deminimis differences) as provided in the above notice.(c) No Impact on Live Sports Rights or Non-Streaming Rights. For the avoidance ofdoubt, nothing contained in this Section 3.6 shall in any way apply to, or otherwiseaffectLicensee’s rights to exercise, (i) its rights hereunder to live sports events, whether by means oflive Internet streaming or any other Licensed Media; or (ii) any of its other rights hereunder withrespect to live events (other than the live Internet streaming Broadcast rights described in thisSection 3.6), in each case, under, and in accordance with, this Agreement.
 
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3.7 **Territorial Integrity; Anti-Piracy****.**The license herein granted to Licensee is anexclusive license to Broadcast the Licensed Content in the Licensed Media in the Territory duringthe Term in accordance with the terms, conditions, exceptions and exclusions contained in thisAgreement. In connection therewith, and in furtherance of the foregoing, Licensee and Licensoreach agree to use commercially reasonable efforts to employ copy protection and other securitymeasures reasonably designed to effectively prevent piracy and limit, in accordance with andsubject to the then prevailing commercial practices and standards of broadcasters or digitalplatform operators, access to the Licensed Content (or content licensed by Licensor) to personslocated inside the Territory or outside the Territory, as applicable.(a) Territorial Integrity.(i) *Free Television Spillover*.(A) Licensor acknowledges and agrees that Licensee’s, its Affiliates’ and its NetworkAffiliates’ Broadcasts of Licensed Content by means of Free Television from within the Territorywhich are intended for reception in the Territory may be received outside of the Territory (suchreception, the “Licensee Spillover”). Licensor agrees that the occurrence of LicenseeSpillover shall not be considered a breach of this Agreement so long as (1) Licensee, itsAffiliates and its Network Affiliates use their commercially reasonable efforts not to increase thepredicted noise limited coverage contour of each of their respective stations outside the Territorybeyond that authorized by the Comisión Federal de Telecomunicaciones and the Secretaría deComunicaciones y Transportes as of November 1, 2010 (the “Licensee Permitted Spillover Contour”), provided, however, that with respect to any stationacquired after November 1, 2010, the Licensee Permitted Spillover Contour shall be determined as ofthe closing date of the acquisition of such station; (2) such Licensee Spillover is incidental totheir respective stations’ operations as authorized by the Comisión Federal de Telecomunicacionesand the Secretaría de Comunicaciones y Transportes; and (3) Licensee, its Affiliates and itsNetwork Affiliates do not market advertising based on the availability of such Licensee Spilloverto persons located outside the Territory. Notwithstanding the immediately preceding sentence,Licensor and Licensee acknowledge and agree that Licensee, its Affiliates and its NetworkAffiliates shall have the right and ability to (without being in breach of this Agreement) (x)consent to the re-transmission of a Free Television channel by any Cable Television System in theUnited States more than half of the subscribers of which reside within thirty-five (35) miles fromthe geographic reference coordinates of the center of the community of license of the transmissionfacility of such Free Television channel (“Licensee Facility Location”); and (y) base theprice of any local advertising time or space sold on such Free Television channels in the Territoryon the ability of viewers outside the Territory to view such Free Television channels.
 
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(B) Licensee acknowledges and agrees that Univision Group’s Broadcasts of Licensed Content bymeans of Free Television from within the United States which is intended for reception in theUnited States may be received inside of the Territory (suchreception, the “UnivisionSpillover”). Licensee agrees that the occurrence of Univision Spillover shall not beconsidered a breach of this Agreement so long as (1) Univision Group uses its commerciallyreasonable efforts not to increase the predicted noise limited coverage contour of each of theirrespective licensed stations in the Territory beyond that authorized by the FCC as of November 1,2010 (the “Licensor Permitted Spillover Contour”), provided, however, that with respect toany station acquired after November 1, 2010, the Licensor Permitted Spillover Contour shall bedetermined as of the closing date of the acquisition of such station; (2) such Univision Spilloveris incidental to Univision Group’s stations’ operations as authorized by the FCC; and (3) UnivisionGroup does not market advertising based on the availability of such Univision Spillover to personslocated inside the Territory. Notwithstanding the immediately preceding sentence, Licensor andLicensee acknowledge and agree that Univision Group shall have the right and ability to (withoutbeing in breach of this Agreement) (x) consent to re-transmission of a Free Television channel byany Cable Television System in the Territory more than half of the subscribers of which residewithin thirty-five (35) miles from the geographic reference coordinates of the center of thecommunity of license of the transmission facility of such Free Television channel (“LicensorFacility Location”); and (y) base the price of any local advertising time or space on such FreeTelevision channels in the United States on the ability of viewers in the Territory to view suchFree Television channels.(ii) *Satellite Encryption*. In accordance with then prevailing commercial practices ofbroadcasters of Audiovisual Content in the United States, Licensee (and its Affiliates) andUnivision Group shall encrypt their respective satellite Broadcasts of Licensed Content in theTerritory and outside the Territory respectively, on a conditional access basis (i.e., access tothe Broadcast is dependent on the use of receiving equipment which decrypts the Broadcast if, andonly if, the user of the equipment is individually and specifically authorized to access theBroadcast by the party permitted to Broadcast such Audiovisual Content). The reception of such anencrypted satellite Broadcast or the unauthorized decryption of such a satellite Broadcast shallnot be considered a breach of this Agreement by Licensee (or itsAffiliates) or Univision Group, respectively, so long as (A) such parties’ Broadcast isintended for reception only by authorized viewers inside the Territory or outside the Territory,respectively; (B) such unauthorized reception or decryption is unintentional and incidental; and(C) Licensee (and its Affiliates) or Univision Group, as applicable, does not market theavailability of such reception or decryption to persons located outside of its authorizedterritory.(iii) *Internet / Mobile Geo-Filtering*. In accordance with the then prevailing commercialpractices of Internet and mobile distributors of Audiovisual Content in the United States, asdetermined on a platform-by-platform basis, (A) Licensee shall use commercially reasonable effortsto use geo-filtering technology intended to prevent, and reasonably designed to effectivelyprevent, a person outside the Territory (including any Internet user, mobile device user, orauthenticated video customer of an MVPD (e.g., via so-called “TV Everywhere”)) from accessingInternet/mobile Broadcasts of Licensed Contentfrom within the Territory; and (B) Univision Groupshall use commercially reasonable efforts to use geo-filtering technology intended to prevent, andreasonably designed to effectively prevent, a person in the Territory (including any Internet user,mobile device user, or authenticated video customer of an MVPD (e.g., via so-called “TVEverywhere”)) from accessing Internet/mobile Broadcasts of Licensed Content from the United States.For the avoidance of doubt, it shall be insufficient for Licensee or Licensor to use geo-filteringtechnology that
 
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permits Broadcasts of Licensed Contentto be accessed by a person located outsideor inside the Territory, respectively, who merely furnishes an address located, or the number of acredit card issued, outside or inside the Territory, respectively. From time to time, Licensor orLicensee may, if it uses a specific form of geo-filtering technology, request that the other partyadopt such technology, and upon such request, such other party shall use its commerciallyreasonable efforts to adopt and implement such technology. In furtherance of the foregoing,Univision Group and Grupo Televisa, shall use commercially reasonable efforts to cause each of itssublicensees to use such geo-filtering technology in accordance with this paragraph, as applicable.(iv) *Intent*. Univision Group and Licensee acknowledge and agree that this Section3.7(a) is intended solely for purposes of ensuring the territorial integrity appurtenant toLicensor’s and Licensee’s rights in and to Licensed Content, and ensuring that neither Licensee norLicensor will be in violation of this Agreement merely because transmissions or retransmissionsfrom stations located inside or outside the Territory, respectively, or transmissions orretransmissions from satellite signals intended for television stations, cable systems ordirect-to-home subscribers inside or outside the Territory, respectively, or over the Internet ormobile platforms (or by any other Licensed Media), may be unintentionally and incidentally viewedoutside or inside the Territory, respectively, and is not intended to give Licensee or Licensor anyright to Broadcast, or license others to Broadcast, Licensed Content intended for viewing, or whichmay be viewed, outside or inside the Territory, respectively, in each case except as provided inSection 3.7(a)(i).(b) Copy Protection; Physical Security. Each of Univision Group and Grupo Televisaagree to use commercially reasonable efforts to mutually agree within a reasonable timeframe,(i.e., at most twelve (12) months after execution of this Agreement) on a plan and schedule toimplement (and thereafter to implement in accordance with such plan and schedule) appropriate copyprotection technology or solutions, generally consistent with the then prevailing commercialpractices of similarly situated broadcasters in the respective territory, as determinedon a platform by platform basis. For the avoidance of doubt, such measures are intended to(i) protect the intellectual property rights in each of Univision Group’s and Grupo Televisa’sBroadcasts; and (ii) prevent and/or deter theft, unauthorized copying or unauthorized Broadcast,destruction of, or unauthorized access or injury to, the materials and intellectual property rightsunderlying such Broadcasts.(c) Protective Action.(i) *Take-Down Notices*. Licensee and Licensor shall each have the right, but not theobligation, either itself or through a third party reasonably acceptable to the other party (e.g.,BayTSP), to issue “take-down” notices with respect to any unauthorized third party Broadcasts ofLicensed Content in the Territory (and shall copy the other party on any such issuances).
 
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(ii) *Legal Action*. In the event that any unauthorized third party Broadcast of LicensedContent continues for a period of seventy-two (72) hours following the issuance of a “take-down”notice by either party (or its third party designee), the party issuing the notice shall promptlynotify the other party, and the parties shall reasonably cooperate to address such unauthorizedthird party Broadcast of Licensed Content; provided, that onlyUnivision Group shall havethe right, if appropriate, to initiate and prosecute litigation against the applicable third party;provided, however, that Licensee may commence and prosecute such litigation (andshall in such case inform Licensor of its actions as promptly as practicable) in the event that (A)failure to do so immediately would result in irreparable harm to Licensee; or (B) Univision Groupunreasonably fails to commence or prosecute litigation after request by Licensee.(iii) *Costs and Recoveries*. If the party initiating such litigation requests cooperation orassistance from the other party (in connection with Section 3.7(c)(ii)), the initiatingparty will be responsible for the reasonable costs (including attorneys fees) of such cooperationor assistance incurred by such other party. In the event of litigation (or similar action orthreatened action) against the applicable third party, any monetary remedy, award, statutorydamages, settlement or other recovery resulting from such litigation, action or threatened actionshall be allocated as follows: (A) first, to the initiating party, to recoup any costs(including attorneys fees) incurred by the initiating party in pursuing such litigation (includingsuch costs incurred by the other party and reimbursed by the initiating party); and (B)second, any remaining amounts to Licensor.3.8 **Offensive or Politically Insensitive Platforms**. If at any time Licensorreasonably determines that the Broadcast of Licensed Content on (a) the Televisa InteractiveNetwork or other Spanish Language Platform owned or controlled by Licensee (other than LinearTelevision Channels, for which Licensor’s withdrawal rights shall be limited to those set forth inSection 8.10); or (b) pursuant to any Sublicensing Arrangements, would result in LicensedContent being available on a website or other platform that contains offensive or politicallyinsensitive content that Licensor reasonably believes is likely to substantially and adverselyaffect Univision Group, then (i) Licensor may promptly provide to Licensee written notice of suchdetermination (including the basis therefor); and (ii) upon receipt of such notice, Licensee shalladdress, as soon as reasonablypracticable, or in the case of clause (b) shall use commercially reasonable efforts to causethe owner / operator of the applicable website or other platform to address, Licensor’s concern(including through the removal of Licensed Content from such offensive website or platform). In noevent will Licensee cause Licensed Content to be Broadcast on an adult entertainment (as such termis commonly understood in the entertainment industry in the United States) site or adultentertainment platform that is owned or controlled by Licensee.4. **Sublicensing; Third Party Arrangements**.4.1 **Licensee Right to Sublicense; General Requirements**.(a) Licensee Right to Sublicense. Pursuant to the terms and conditions and subject tothe exceptions and exclusions contained in this Agreement, the Licensed Rights include the right tosublicense to third parties the right to exercise the Licensed Rights (and all other rights andentitlements hereunder attendant and appurtenant thereto), subject, if applicable, to the approvalof Licensor pursuant to Section 4.2.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THATTHE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**(b) General Requirements. Notwithstanding anything to the contrary herein, anySublicensing Arrangement or third party arrangement for a TIN Branded Experience onwhich anyLicensed Content is Broadcast shall comply with the following requirements (the “GeneralRequirements”) unless expressly waived in writing by Licensor in its sole discretion on acase-by-case basis:(i) *Term and Use Restrictions*. Licensee shall not enter into any Sublicensing Arrangement orthird party arrangement for a TIN Branded Experience: (i) with a term that is longer than theremaining Term; (ii) that provides for Broadcast of Licensed Content outside the Territory; (iii)that does not require geo-filtering outside the Territory (substantially consistent withSection 3.7(a)(iii)); and (iv) that would cause Licensed Content to be distributed on anadult entertainment site or platform.(ii) *Linear Television Channel*. Licensee shall not enter into any Sublicensing Arrangementthat involves the Broadcast of Licensed Content on any third party Linear Television Channel.(iii) *Core Controls*. Any Sublicensing Arrangement must provide Licensee with the followingcore controls over the Licensed Content (“Core Controls”) vis-à-vis the sublicensee, whichLicensee shall exercise as may be necessary or appropriate to comply with the provisions hereof:(a) Licensee (and not the sublicensee) shall have editorial control of the Licensed Content andwill not permit the sublicensee to edit or manipulate such Licensed Content (e.g., mashups) withoutthe prior written consent of Licensor; (b) Licensee (and not the sublicensee) shall have the rightto select, refresh and withdraw Licensed Content; (c) the sublicensee shall not be permitted tosublicense the Licensed Content; (d) the sublicensee shall not be permitted to authorize any thirdparty to Broadcast the Licensed Content (except that the sublicensee can place its brandedapplications, embed its branded media player or employ similar branded and controlled functionalityin a third party’s sites, in each case, consistent with the thenprevailing industry practices); and (e) Licensee will have remedies that are substantially noless favorable to Licensee, *mutatis mutandis*, than Univision Group’s remedies set forth inSection 15.(iv) *Content Ratio Tests*. Licensee shall not enter into any Sublicensing Arrangement or thirdparty arrangement for a TIN Branded Experience that makes available to the applicable third party anumber of hours of Licensed Content which constitute more than *** of thetotal number of hours of Audiovisual Content made available under such Sublicensing Arrangement orthird party arrangement for a TIN Branded Experience or a number of hours of Audiovisual Contentproduced or owned by Licensee which constitute less than *** of the total number ofhours of Audiovisual Content made available under such Sublicensing Arrangement or third partyarrangement for a TIN Branded Experience; provided, that the content ratio requirement setforth in this Section 4.1(b)(iv) shall not apply to Sublicensing Arrangements or thirdparty arrangements for TIN Branded Experiences with bona fide nationally recognized non-MVPDdistributors in the Territory relating to (i) the Broadcast of all, or substantially all, of thefeed of one or more of the Univision Channels and/or the Televisa Channels; or (ii) the Broadcastof individual items of Audiovisual Content that were Broadcast on the applicable Univision Channelor Televisa Channel within the immediately preceding thirty (30) days. For the avoidance of doubt,any such Sublicensing Arrangements with bona fide nationally recognized non-MVPD distributors inthe Territory shall be subject to Licensor’s reasonable approval under Section 4.2, andshall be subject to the other General Requirements.
 
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**CONFIDENTIAL TREATMENT: GRUPO TELEVISA, S.A.B. HAS REQUESTED THATTHE OMITTED PORTIONS OF THIS DOCUMENT, WHICH ARE INDICATED BY ASTERISKS, BE AFFORDED CONFIDENTIAL TREATMENT PURSUANT TO RULE24b-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934. GRUPO TELEVISA, S.A.B. HAS SEPARATELY FILED THEOMITTED PORTIONS OF THE DOCUMENT WITH THE SECURITIES AND EXCHANGE COMMISSION**(v) *Long-Term Arrangements*. Licensee shall not enter into any Sublicensing Arrangement orthird party arrangement for a UIN Branded Experience that has a term (including any extensions orrenewals) that is longer than ***.4.2 **Licensor Approval**.(a) Licensor Approval Required. Other than as provided in Section 4.4, allSublicensing Arrangements will require the prior approval of Licensor (which approval shall not beunreasonably withheld, conditioned or delayed). Licensor may not condition its approval of anyproposed Sublicensing Arrangement on the payment to Univision Group of any monetary or otherconsideration or on any changes to the then-existing arrangements between Licensee and UnivisionGroup (including under this Agreement). However, in determining whether to provide such approval,the Licensor may take into account the terms and circumstances of the proposed SublicensingArrangement, including the financial terms and conditions of the proposed Sublicensing Arrangement,commercial terms of the proposed Sublicensing Arrangement as compared to industry standards at suchtime, the scope and extent of the rights to be granted under the proposed Sublicensing Arrangement,and the identity of the proposed counterparty (together with the overall economic benefit of theSublicensing Arrangement to Licensee). It shall be deemed to be unreasonable for Licensor towithhold any approval required under this Section 4.2(a) of any proposed SublicensingArrangement on the basis of the identity of the proposed counterparty or the proposed terms ifUnivision Group has previously entered into a contractual arrangement (which is then in effect)with such proposed counterparty for the Broadcast of Excluded Content in the Territory or theBroadcast of Audiovisual Content inMexico (unless such arrangement is required by applicable Law), in each case, on termsconsistent therewith.(b) Approval in Licensor’s Sole Discretion. Notwithstanding Section 4.2(a),Licensor may withhold its approval in its sole discretion of any Sublicensing Arrangement on acase-by-case basis that:(i) *Non-Spanish Language Arrangements*. Permits the Broadcast of Licensed Content in anylanguage other than Spanish (including via closed caption, SAP, or other subtitling or dubbing).(ii) *Previously Owned Platforms*. Permits the Broadcast of Audiovisual Content directly orindirectly on any platform that was owned or controlled by Licensee or its controlled Affiliateswithin the immediately preceding twenty-four (24) months.4.3 **Licensor Approval Procedures**.(a) General Procedures. Licensor will appoint one or more contact persons to reviewproposed Sublicensing Arrangements and one of such contact persons to have the authority to provideapprovals of Sublicensing Arrangements on behalf of Licensor. Licensee will appoint one or morecontact persons who will provide all information necessary to make an informed decision aboutproposed Sublicensing Arrangements, whom Licensor is to contact with any questions and to whomLicensor is to give its determination as to whether it will approve any applicable SublicensingArrangement.
 
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(b) Digital Distribution Approval Process. Without limiting anything contained inSection 4.3(a), the following additional procedures will apply to any Licensee request forapproval of, and any Licensor determination as to whether it will approve, any SublicensingArrangement relating to digital distribution of the Licensed Content:(i) *Proposed Transaction Notice*. If Licensee desires to enter into any SublicensingArrangement for digital distribution, Licensee shall provide a notice of the proposed SublicensingArrangement to the general counsel, chief financial officer and head of digital distribution ofLicensor, which notice shall contain the identity of the counterparty and a summary of all othermaterial relationships regarding Audiovisual Content with the sublicensee under such proposedSublicensing Arrangement. Licensee shall also provide only to the general counsel an unredactedcopy of the draft agreement or term sheet governing such Sublicensing Arrangement and a copy of thedraft agreement or term sheet redacted only so as not to disclose economic and other sensitiveterms and conditions (such agreements and description together, the “Proposed TransactionNotice”). The general counsel may make available the unredacted copy of the draft agreement orterm sheet only to the deputy general counsel and head counsel for the television department ofLicensor and may make available the redacted copy of the draft agreement or term sheet only to suchpersons as necessary to permit Licensor to decide whether to approve or reject the proposedSublicensing Arrangement. The general counsel of Licensor shall ensure that no employee orconsultant of Licensor involved in digital distribution operations obtains any unredacted copy ofthe draft agreement or term sheet or any of theredacted information. If Licensee is prohibited from providing Licensor with a copy of thedraft agreement or term sheet, then the parties will cooperate in good faith to determine analternative means of providing Licensor with the requisite information necessary for Licensor toproperly evaluate the proposed transaction, without violating any applicable contractual or otherrestrictions.(ii) *Evaluation Period*. Licensor shall respond in writing to the Proposed Transaction Notice(either approving or rejecting the proposed arrangement, and setting forth the basis for anyrejection) to Licensee within ten (10) Business Days of Licensee’s provision of any ProposedTransaction Notice (the “Evaluation Period”); provided, that if the SublicensingArrangement has a term (including any extensions or renewals) longer than three (3) years butshorter than five (5) years, then the time period for such approval shall be thirty (30) BusinessDays (instead of ten (10) Business Days). If Licensor does not reject a proposed SublicensingArrangement in accordance with the immediately preceding sentence during the Evaluation Period,such proposed transaction will be deemed to have been approved by Licensor on the terms containedin the applicable Proposed Transaction Notice.(c) Renewals; Amendments. Any renewal of a Sublicensing Arrangement will requireLicensor approval in accordance with this Section 4. For the avoidance of doubt, thisSection 4.3(c) shall not apply to any third party arrangement for a TIN Branded Experience(as Licensor approval is not otherwise required for such arrangements). Amendments, modifications,extensions and/or waivers to any existingSublicensing Arrangement that would cause suchSublicensing Arrangement to deviate in any material respect from the existing SublicensingArrangement, or affect the economics or scope of rights under such Sublicensing Arrangements, orviolate any of the General Requirements, including the Core Controls will require Licensor’sapproval in accordance with the provisions of this Section 4 applicable to suchSublicensing Arrangement, as amended. Any other amendment, modification, extension and/or waiversto an approved Sublicensing Arrangement shall not require Licensor’s approval.
 
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4.4 **Exceptions to Licensor Approval**. Notwithstanding anything contained in thisAgreement:(a) TIN Arrangements. TIN Arrangements will be permitted without Licensor approval,do not constitute Sublicensing Arrangements, and any existing or future TIN Arrangements shall notbe subject to any of the terms and conditions of Section 4; provided, that in thecase of third party arrangements for TIN Branded Experiences only, such arrangements shall complywith the General Requirements. Licensee shall provide Licensor with written notice (that containsthe identity of the counterparty and a summary of all material terms) substantially in the form ofSchedule 3 attached hereto as soon as reasonably practicable following its entering intoany arrangements for a TIN Branded Experience that Licensee concludes with third parties forBroadcast of Licensed Content.(b) MVPD Arrangements. Licensor and Licensee hereby acknowledge and agree that (i)Licensee is currently a party to MVPD Arrangements and will, from time to time, enter intoadditional MVPD Arrangements consistent with industry practice; (ii) existing and future MVPDArrangements shall not require Licensor’s approval; and (iii) MVPDArrangements are not Sublicensing Arrangements and the terms and conditions set forth in thisSection 4 do not apply to any existing or future MVPD Arrangements.(c) Network Affiliation Arrangements. Network Affiliation Agreements will bepermitted without Licensor approval, subject to the terms and conditions of Section1.2(a)(ii).(d) Clip Exchange Arrangements. Clip Exchange Arrangements will be permitted withoutLicensor approval, subject to the terms and conditions of Section 1.6.4.5 **Interactive Functionality; Technological Enhancements**.(a) Rights for Interactive Functionality; Technological Enhancements. Licensee’spermitted third party sublicensees (including any third parties permitted to Broadcast the LicensedContent in the Territory in accordance with this Section 4), MVPDs and Network Affiliateswill be permitted to add enhanced interactivity (e.g., on-screen programming guides, menus,interactive voting systems, etc.), sharing capability, links to other community features, overlays,squeezebacks, automated translation technology and other similar interactive functionality toLicensed Content, and to undertake Technological Enhancements with respect to Licensed Content, ineach case, consistent with the then prevailing industry custom and practice in the Territory.(b) Notice of Technological Enhancements. Licensee shall, at the InformationalMeetings, inform Licensor of any Technological Enhancements authorized or approved by Licensee tobe undertaken by its permitted third party sublicensees which has not been previously notified toLicensor at prior Informational Meetings.
 
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5. **Downloads**.5.1 **Download to Own (DTO)**. Licensee’s Licensed Rights exercised by means of DTO (butnot any other commercial offering) during the Term in the Territory shall be subject to thefollowing additional terms and conditions:(a) DTO Availability Request. Upon request by Licensee from time to time, Licensorshall make identified items of Licensed Content available for Licensee’s Broadcast in the Territoryby means of DTO to the extent that Licensor owns or controls such rights. Licensee acknowledgesthat Clearances may be necessary for the Broadcast of such Licensed Content in the Territory bymeans of DTO, and that parties’ respective obligations with respect to obtaining such Clearancesare set forth in Section 8.13.(b) Limitation to Televisa Interactive Network. Licensee shall have the exclusiveright to Broadcast Licensed Content by means of DTO through the Televisa Interactive Network(pursuant to the terms and conditions and subject to the exceptions and exclusions applicable tosuch Licensed Content hereunder) without Licensor’s approval, pursuant to the terms and conditionsand subject to the exceptions and exclusions of this Section 5.1. Any DTO arrangementswith third parties outside of the Televisa Interactive Network are subject toLicensor’s approval as set forth in Section 4. All DTO arrangements shall comply withthe geo-filtering provisions set forth in Section 3.7(a)(iii).(c) Delivery Format. All Licensed Content provided by Licensor for Licensee’s DTOBroadcast shall be delivered in a format then suitable for such DTO Broadcast in the Territory, asagreed by the parties from time to time.(d) Selection and Removal of Licensed Content for DTO. Licensor shall have the fullrights to select and remove Licensed Content for DTO in its discretion, subject to the selectionlimitations and minimum content requirements set forth in Section 5.1(a). Licensor shallprovide to Licensee at least thirty (30) days’ notice prior to any removal of Licensed Contentbeing Broadcast by means of DTO. Notwithstanding the foregoing, Licensee may, from time to time,request that specific Licensed Content be made available for DTO Broadcast, and Licensor shallconsider in good faith any such requests; provided, that Licensor’s decision with respectthereto shall be in its sole discretion and shall be final and binding.(e) Information. For rights and administrative control purposes with respect to theBroadcast of Licensed Content by means of DTO, Licensee shall provide to Licensor monthly onlinereports (detailing downloads, payments and pricing) regarding such Broadcast, and any otherinformation which Licensor reasonably requests, in each case, to the extent such information isreasonably available to Licensee. Licensee shall deliver any such information to Licensor by thetwelfth (12th) Business Day of the month immediately following the month in which such informationwas received.(f) Price. The retail price per item of Licensed Content for consumers to purchaseLicensed Content by means of DTO shall be mutually agreed by the parties in writing in accordancewith industry standards (such agreement not to be unreasonably withheld, conditioned or delayed).No free Licensed Content may be offered by means of DTO, other than in connection with bona fidepromotions.
 
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(g) Limitation to DTO. For the avoidance of doubt, this Section 5.1 shallonly apply to Broadcast of Licensed Content by means of DTO, and shall not apply to any forms ofrental, lease, on demand access (including any form of DTR or other download to rent) or otherdistribution of Licensed Content on a linear, streamed, temporal or otherwise non-permanent basis.(h) Editing. Licensee’s rights to edit the Licensed Content are set forth inSection 8.8.(i) [Intentionally Omitted](j) Clean Versions. Without limiting Licensor’s obligations under Section8.1(b), Licensor shall deliver to Licensee “clean” versions (e.g., removing graphic insertionsof, voice-overs promoting and URLs of univision.com and any other Univision Group owned or operatedbusinesses, but not removing any product placement, promotions or mentions in the content of theLicensed Content) of all Licensed Content provided by Licensor to Licensee for DTO Broadcast underthis Section 5.1.5.2 **Download to Rent (DTR)**. Licensee’s Licensed Rights exercised by means of DTR (butnot any other commercial offering) during the Term in the Territory shall be subject to thefollowing additional terms and conditions:(a) Information. Licensee shall provide monthly online reports (including downloads,payments and pricing) regarding such Broadcasts solely for purposes of Univision Group’sobligations to account and provide information to applicable third parties with respect to theBroadcast of Licensed Content by means of DTR, and any other information which Licensor reasonablyrequests, in each case, to the extent such information is reasonably available to Licensee.Licensee shall deliver any such available information to Licensor by the twelfth (12th) BusinessDay of the month immediately following the month in which such information was received.(b) No Free Content. No free Licensed Content may be offered by means of DTR, otherthan in connection with bona fide promotions.6. **Additional Spanish Language Platforms**. For the avoidance of doubt, Licensee shall havethe right to create or acquire additional Spanish Language Platforms (including additional Spanishlanguage Linear Television Channels) and to Broadcast Licensed Content thereon, pursuant to theterms and conditions and subject to the exceptions and exclusions contained in this Agreement.
 
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7. **Notification and Acceptance of Programming; Scheduling Cooperation**.7.1 **Timing of Availability**. Each item of Licensed Content shall be made available byLicensor to Licensee for Broadcast pursuant to the terms of this Agreement (and the Licensed Rightswith respect thereto shall vest):(a) with respect to each item of Licensed Content not addressed in the following provisions ofthis Section 7.1, upon the first to occur of (i) the date when such Licensed Content isinitially Broadcast by Univision Group in any Licensed Media; or (ii) the date when such LicensedContent is first made available for Broadcast by any third party in any Licensed Media;(b) with respect to each Movie, upon the conclusion of the then applicable “first-run”theatrical availability window (as is then commonly understood in the motion picture industry inthe Territory); provided, that for the avoidance of doubt, (i) any theatrical “re-release”of a Movie shall not have any effect on the availability of the applicable Movie to Licensee; and(ii) with respect to any Movie not initially theatrically released (e.g., a “direct-to-video”Movie) the availability shall be in accordance, *mutatis mutandis*, with Section 7.1(a);(c) [Intentionally Omitted](d) with respect to each item of Ancillary Content, upon the first to occur of (i) the datewhen such Ancillary Content is initially Broadcast by Univision Group; (ii) the date when suchAncillary Content is first made available for Broadcast by any third party in LicensedMedia; or (iii) the date when the applicable Licensed Content to which the Ancillary Contentis related is actually first Broadcast by Licensee in the Territory.For the avoidance of doubt, rights to Univision Produced Clips or Licensee Produced Clips shall beavailable (and the Licensed Rights with respect thereto shall vest) upon the availability andvesting (in accordance with this Section 7.1) of the applicable item of Licensed Contentfrom which such clips are excerpted.7.2 **Availability Notices; Requests for Delivery**.(a) New Programs and Movies. At least as often as the first Business Day of eachcalendar quarter, Licensor will deliver a written notice (an “Availability Notice”) toLicensee specifying the Programs and Movies that (i) have become available to Licensee hereundersince the delivery of the preceding Availability Notice; or (ii) may no longer be available toLicensee hereunder (detailing the reason for such unavailability) (it being understood that thefirst Availability Notice, which Licensor shall deliver to Licensee no later than April 1, 2011,shall only be required to include those Programs and Movies that have become available to Licenseesince the Effective Date). Each Availability Notice shall specify, for each such Program or Movie,(A) the name, length, number of episodes (if readily available), genre and content type; (B) RightsRestrictions (if any); and (C) Clearances (if any) that have not been obtained that would prohibit,restrict or impair Licensee’s Licensed Rights to such Programs or Movies. For purposes of thisSection 7.2(a) only, the term “Program” shall refer to Programs initially Broadcast, orintended for initial Broadcast, on a Linear Television Channel.(b) Library Programs and Movies. No later than forty-five (45) days following theEffective Date, Licensor shall deliver to Licensee a list that contains, to the best of Licensor’sknowledge, all Programs and Movies available to Licensee hereunder as of the Effective Date (a“Library Availability Notice”). The Library Availability Notice shall specify, for eachsuch Program or Movie, the name, length, number of episodes (if readily available), genre andcontent type of such Program or Movie. For purposes of this Section 7.2(b) only, the term“Program” shall refer to Programs initially Broadcast, or intended for initial Broadcast, on aLinear Television Channel.
 
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(c) Other Licensed Content. Promptly following the Effective Date, each of Licensorand Licensee shall designate a contact person to, over the first twelve (12) months following theEffective Date, collaborate in good faith to determine a reasonable process, format and timetablefor Licensor to provide Licensee (and, following such determination, Licensor shall so provideLicensee) with adequate information regarding other Licensed Content available to Licenseehereunder. If no such process, format and timetable has been agreed by the end of such twelve (12)month period, then thereafter, the Availability Notice delivered under Section 7.2(a) shallinclude all Licensed Content as opposed to only Programs and Movies and provide the informationspecified under Section 7.2(a) with respect to such Licensed Content. Notwithstanding theforegoing, it is understood and agreed that this Section 7.2(c) shall not apply to (x)those Programs and Movies that are governed by Sections 7.2(a) and (b); and (y)Ancillary Content (which is governed by Section 8.12).(d) Requests for Delivery. Upon the request of Licensee, Licensor shall deliver toLicensee whatever materials are reasonably available with respect to any available LicensedContent, at Licensee’s expense to the extent Licensee requests more than a pilot or representativeepisode or clip with respect to an available item of Licensed Content. If Licensee desiresdelivery of any available Licensed Content, it shall notify Licensor of its request for delivery,at any time, in a writing specifying the name of the desired available Licensed Content and suchother information as may reasonably be requested by Licensor to complete delivery of the requestedLicensed Content.7.3 **Cooperation**. Until the Information Tail Date and subject to applicable Law,Licensor shall cooperate in good faith with Licensee, to the extent that such cooperation does notinterfere with its businesses, in Licensee’s efforts to schedule, market and promote Licensee’sprogramming services and offerings, by attending the Informational Meetings (which may includeseparate meetings for television (which meetings shall include GT’s Corporate President ofTelevision and Content and Licensor’s President of Univision Networks), motion picture and digitalprogramming) and providing Licensee with brief descriptions of Programs, Movies and other materialitems of Univision Publications Content anticipated to be licensed hereunder that are in productionor have been “greenlit” or otherwise set for production, anticipated availability dates for suchitems of Licensed Content, and other information reasonably requested by Licensee when suchinformation becomes available to Univision Group; it being understood that any programming orproduction schedules so provided would be subject to modification and that no representation orwarranty is being or would be made with respect thereto. Notwithstanding the foregoing, Licensorshall have no obligation to provide to Licensee any information under this Section 7.3 (a)regarding any such items of Licensed Content that are in production or have been “greenlit” orotherwise set for production that Licensor believes in good faith will not become available forBroadcast in the Territory until after the Term, (b) during the final year prior to the InformationTail Date, to the extent that Licensor believes in good faith that the disclosure of suchinformation to Licensee would competitively disadvantage Univision Group, or (c) that is subject tolegal or third party contractual confidentiality restrictions. For the avoidance of doubt, theobligations of the parties under this section shall not in any way limit, restrain, expand orotherwise modify any of the independent obligations of the parties contained elsewhere in thisAgreement.
 
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7.4 **Production Services**. From time to time, Licensee shall have the right to submitto Licensor bids to render production services for Univision Group Audiovisual Content, andLicensor shall be able to accept or reject such bids in its sole and absolute discretion.8. **Delivery, Expenses and Use of Licensed Content**.8.1 **Delivery Procedure; Clean Versions**.(a) Delivery of Licensed Content. Following Licensee’s sending a request for deliveryof an item of Licensed Content pursuant to Section 7.2(d) of this Agreement, Licensor shalldeliver to Licensee, at Licensee’s expense, a visual and aural reproduction of each suchitem of Licensed Content either (at Licensee’s election and subject to Licensor’s reasonableability to comply with such election) via satellite (at Licensee’s risk of loss if delivery viasatellite is requested less than forty-eight (48) hours in advance of scheduled Broadcast),electronic delivery of files or any other intangible means of delivery, or on such form ofvideotape, disc or other device as reasonably requested by Licensee, formatted and suitable forBroadcast in the Territory in a digital or other format for each applicable Licensed Media, asreasonably requested by Licensee and as soon as reasonably available. Without limiting thegenerality of the foregoing, until further notice by Licensee to Licensor, Licensee requests accessto a high definition feed (if available) for any live events. Licensed Content will be deemeddelivered by Licensor when transmitted to the satellite or when delivered or made availabledigitally, or if shipped by courier, when actually received.(b) Delivery of “Clean” Versions. Licensor shall deliver to Licensee “clean” versions(e.g., removing graphic insertions of, voice-overs promoting and URLs of univision.com and anyother Univision Group owned or operated businesses) of all items of Licensed Content delivered toLicensee pursuant to this Agreement; provided, that Licensee shall not be required toremove any product placement, promotions or mentions in the content of any item of LicensedContent; provided, further, that this Section 8.1(b) shall not apply to (i)any Library Programs for which Univision Group does not have, at the time of the delivery, such a“clean” version (“Special Library Programs”); and (ii) live Programs and other ProgramsBroadcast simultaneously by Univision Group and Licensee (in the case of (ii), to the extent thatproduction and delivery of such a “clean” version to Licensee would not be reasonably practicable,or would require Univision Group to incur incremental costs). Licensor shall inform Licensee,prior to delivery of any item of Licensed Content requested by Licensee, if such item of LicensedContent falls under clause (i) or (ii) of this Section 8.1(b) such that Licensor will notdeliver to Licensee a “clean” version of such Licensed Content. Licensee shall be permitted toproduce at its own expense “clean” versions of any such Licensed Content; provided, thatthe production of “clean” versions of such Licensed Content for Broadcast in Licensed Media bymeans of digital distribution shall be subject to Licensor’s approval (not to be unreasonablywithheld, conditioned or delayed). For the avoidance of doubt, if for any reason Licensor fails todeliver a “clean” version of any Licensed Content other than Special Library Programs or livePrograms described above, Licensee shall have the right to produce such a “clean” version, andLicensor shall pay (and promptly reimburse Licensee) for any costs in connection therewith uponprovision by Licensee of appropriate documentation evidencing such costs. Licensor’s obligation todeliver “clean” versions under this Section 8.1(b) will not apply to Univision PublicationsContent, to which the provisions of Section 1.3(b)(i)(A) will apply.
 
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8.2 **Inspection of Delivered Programs**. Licensee agrees that as soon as practicablefollowing receipt of delivery of any Licensed Content through any medium, it will examine suchdelivery to determine whether it is physically suitable for Broadcast on all applicable LicensedMedia and, if applicable, will notify Licensor immediately upon detecting any defect rendering suchdelivery unsuitable for such Broadcast. In such cases, Licensor shall promptly re-deliver suchLicensed Content at its own expense through any medium (at Licensee’s reasonable election).8.3 **Destruction or Erasure of Delivered Programs**. Licensee agrees to destroy anyvideo tape, disc orother physical device and/or erase any electronic files embodying Licensed Content (anddeliver to Licensor a certificate of destruction and/or erasure in connection therewith), in eachcase, as soon as practicable following the end of the Term (or as reasonably requested by Licensorin writing in connection with a withdrawal pursuant to Section 8.10). Licensee shall payall costs of destroying such videotapes, discs or other physical devices or erasing such electronicfiles.8.4 **Ownership; Risk of Loss**. Any videotapes, discs or other physical devices orintangible media (including electronic files) embodying Licensed Content shall at all times remainthe property of Univision Group, subject to Licensee’s rights as herein provided. The risk ofloss, damage, destruction or disappearance of any physical device, if any, shall be borne byLicensee from the time of delivery to Licensee. As to any video tape, disc or other physicaldevice or part thereof lost, stolen, destroyed or damaged after delivery to Licensee, Licenseeshall pay Licensor the cost of replacement thereof, which payment shall be limited to the cost ofreplacing the raw video tape, disc or other physical device.8.5 **Restrictions on Duplication****.**Except as provided herein, Licensee will not, andwill not authorize others to copy or duplicate any Licensed Content unless necessary for theBroadcast by Licensee and any permitted third parties contemplated hereby (or the promotion of suchBroadcasts). Licensee shall cause any permitted third party in possession of any duplicate or copy(whether in tangible form (e.g., discs, tapes) or intangible form (e.g., digital media files)) ofany part of the Licensed Content (including trailers) to return such duplicate or copy at, or at areasonable time prior to, the end of the Term (or as reasonably requested by Licensor in writing inconnection with a withdrawal pursuant to Section 8.10), and Licensee shall destroy or erase(or cause to be destroyed or erased) such duplicate or copy (whether in tangible form (e.g., discs,tapes) or intangible form (e.g., digital media files)) of any part of the Licensed Content(including trailers), in accordance with Section 8.3. Upon receipt of written request fromLicensor, an officer of Licensee shall certify in writing the destruction or erasure of all suchcopies.
 
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8.6 **Name and Likeness Rights; Promotions**. Licensor will furnish to Licensee glossyprints and digital copies of still photos, synopses, cast lists and all other promotional materialfor the promotion of the Licensed Content, if available. Licensor grants to Licensee, withoutadditional payment beyond the Telefutura Payment, the right and license to use andlicense othersto use (a) Univision Group’s name and logos and the Univision Channel Marks; and (b) unlessLicensee is advised by Licensor that rights of Licensor and its Affiliates are limited (in whichcase, to the extent not limited), to use and license others to use the name and likeness of, andbiographical material concerning, each star, featured performer, writer, director and producer inthe Licensed Content and the titles and trademarks of each item of Licensed Content and fictitiouspersons and locales therein, for advertising and publicity of the Licensed Content, and anybroadcaster or sponsor thereof, but not for direct endorsement of any product or service; provided,that any such use by the broadcaster or sponsor thereof will protect the copyrights of UnivisionGroup and shall not include any fee or royalty payable to Licensee or its Affiliates expresslyand/or primarily for such use. To the extent available to Licensor (or any applicable Affiliate)after reasonable efforts, Licensor will furnish Licensee with music cue sheets for the LicensedContent and the information necessary for administration of rights payments. Subject to theforegoing, andsubject to Licensor’s approval (not to be unreasonably withheld, conditioned or delayed),Licensee shall have the right to produce its own promotional material for or from the LicensedContent (including audio promotions for or from audio tracks of the Licensed Content). UnivisionGroup shall permit its proprietary artists (if any) to appear on behalf of or for Licensee forpromotional or programming purposes at mutually agreeable times (which agreement shall not beunreasonably withheld), at Licensee’s expense, it being agreed that Licensor may not be able torequire an artist to appear, all requests to and contacts with Univision Group’s proprietaryartists shall be made through a representative designated by Licensor (provided that if thedesignated representative of Licensee for these purposes has requested in writing to the designatedrepresentative of Licensor for these purposes to be informed as to whether an artist is undercontract with Univision Group and such designated representative of Licensor has not responded tosuch designated representative of Licensee within seven days of receipt of such request, Licenseemay try to contact such artist without going through Licensor or its designated representative),and such designated representative of Licensor shall not be required to approve any appearancewhich would interfere in any material respect with Licensor’s operations or productions.8.7 **Credits**. Licensee agrees to include in its Broadcasts of Licensed Content allcopyright notices and all credits made part of Licensed Content (including credits for stars,directors, producers and writers); provided, that Licensee shall have the right to eliminateidentical internal credits when episodes of any Licensed Content air back-to-back on any LinearTelevision Channel.8.8 **Editing**. In connection with Licensee’s Broadcast of the Licensed Content in theLicensed Media in the Territory during the Term, Licensee shall have the right to cut and edit suchLicensed Content; provided, that only with respect to the creation of “clean” versions,such right shall be subject to Licensor’s approval right in Section 8.1(b). For theavoidance of doubt, to the extent that, as a result of Licensee’s exercising any of its editingrights hereunder with respect to any Licensed Content, such edited Licensed Content constitutes a“derivative work” under the United States Copyright Act, such derivative work shall neverthelessremain the sole property of Licensor (subject to the rights granted to Licensee hereunder).
 
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8.9 **Product Placement**.(a) Cooperation. Licensor and Licensee intend to cooperate effectively in order toexploit reasonable opportunities for product placement and integration in Licensed Content to beBroadcast in the Territory.(b) Points of Contact. Each of Licensor and Licensee shall appoint a single person toact as point of contact for such efforts. Such contact persons shall cooperate to make each partyaware of commercial opportunities for product placement or integration in Licensed Content to beBroadcast in the Territory and, in any event, each such contact person will present suchopportunities (not previously disclosed to the other) at the first Informational Meeting followingsuch contact person’s learning of such opportunities.(c) Exchange of Products. The parties will work together so that, to the extenttechnologically feasible, Licensee, with prior approval of Licensor (on a good faith basis), maysubstitute products of advertisers to whom Licensee has sold product placement in exchange forproducts placed by Univision Group in recorded Licensed Content, so long as such substitutedplacement does not adversely affect in any way, as determined by Licensor in good faith, theartistic quality and/or integrity of the Licensed Content. By way of example and not inlimitation, Licensor may determine not to approve such substitutions in the relevant recordedLicensed Content if any person or entity, including any director, producer or actor in or of suchrecorded Licensed Content, in his, her or its sole and absolute discretion does not want thesubstitution, or if Licensor believes that proposing such substitution would harm its relationshipwith such director, producer or actor. For the avoidance of doubt, Licensee shall not substituteproducts in Licensed Content initially Broadcast simultaneously, by Univision Group and Licensee;provided, that the contact persons will cooperate in order to pre-record segments that maybe inserted by Licensee in the time segments designated by Licensee in such Licensed ContentBroadcast simultaneously. An Affiliate of Licensor which is capable of effecting such substitutionwill have the Right of First Negotiation / First Refusal to perform such substitution.(d) Licensee Requests. Licensor will consider in good faith requests of Licensee,made from time to time, to effectuate product placement and/or integration by Licensee’sadvertisers in Licensed Content during their production and/or post-production stage and will usecommercially reasonable efforts to keep Licensee informed of commercial opportunities during suchstage. While Licensor shall have no obligation to effectuate such product placement and/orintegration, Licensor shall make the determination as to whether to comply with such requests ingood faith. By way of example and not in limitation, Licensor may determine not to comply withsuch requests if any person or entity participating during the production and/or post-production ofthe Licensed Content in question, including any director, producer or actor in or of such LicensedContent, in his, her, or its sole and absolute discretion does not want the product placementand/or integration, or if Licensor believes that proposing the product placement and/or integrationwould harm its relationship with such director, producer or actor.(e) Costs. In the event that Licensor or its Affiliates effectuate product placementand/or integration during production or post-production of any Licensed Content by Licensee’sadvertisers or otherwise at Licensee’s written request, Licensee will pay the costs for suchplacement and/or integration (which such costs will need to be agreed between Licensee and Licensorprior to effectuation of the product placement and/or integration) upon provision by Licensor ofappropriate documentation evidencing such costs.
 
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(f) Notification of Refusal. Within five (5) Business Days of any determination byLicensor that it will not include product placement requested by Licensee, Licensor will informLicensee of such determination and the reasons therefor.(g) Licensor Policies. All product placement and integration requests shall besubject to the policies and rules of Univision Group’s sales department from time to time in effectthat Licensor has prior to such time provided to Licensee; provided, that such policies andrules shall not limit, expand or otherwise modify Licensor’s obligations with respect to suchrequests as set forth under this Section 8.9.8.10 **Licensor Withdrawal of Programs**. Subject to Section 12.1 and Licensee’sremedies for a breach thereof, Licensor may, in its sole and absolute discretion, withdraw anyLicensed Content and terminate any license with respect to such Licensed Content if Licensorreasonably determines that the Broadcast thereof is likely to: (a) infringe the rights of thirdparties; (b) violate any Law; or (c) otherwise subject Licensor to any material liability. In theevent of any such withdrawal or termination, Licensor shall give Licensee as much notice asreasonably practicable, and the parties shall have no obligations to each other with regard toLicensed Content not produced, subject to Section 12.1 and Licensee’s remedies for a breachthereof.8.11 **Digitization; Technological Enhancements**.(a) Requests. With respect to any particular item of Licensed Content (and withoutlimiting Licensee’s rights and obligations under Section 8.11(d) with respect to HDup-conversion and/or down-conversion), Licensee may request from Licensor reasonable informationregarding whether such item of Licensed Content has been subject to digital conversion orTechnological Enhancements, and Licensor shall promptly respond to such requests (including byproviding Licensee with a brief description of such digital conversion or TechnologicalEnhancements and any applicable technical specifications therefor); provided, that noinadvertent failure by Licensor to comply with the foregoing shall constitute a breach of thisAgreement.(b) Televisa Digitization and Technological Enhancements. If Licensee has requesteddelivery of Licensed Content in a digital or other format in accordance with Section 8.1(a)but Univision Group does not then have such digital or other format of such Licensed Content,Licensee may request, by delivery of a Technology Services Request to Licensor, the conversion orTechnological Enhancement of such Licensed Content to such digital or other format. If Licensorreasonably determines that such conversion or Technological Enhancement would not interfere withits digitization efforts or other businesses, then Licensor shall, at the sole cost and expense ofLicensee, undertake such process in accordance with Licensee’s requested Technical Specificationsand a schedule mutually agreed between Licensor and Licensee (which schedule shall include areasonable “cushion” period for unforeseen delays and contingencies); provided,however, that Licensor shall not have any obligation to undertake any such process untilLicensor has prepared and delivered to Licensee a Technology Services Budget for such process, andLicensee has agreed to such budget. In the event that Licensor or an Affiliate thereof doesundertake any such conversion or Technological Enhancement, Licensee will pay the costs andexpenses for such conversion or Technological Enhancement (in accordance with the agreed TechnologyServices Budget) upon provision by Licensor or an Affiliate thereof of appropriate documentationevidencing such costs and expenses.
 
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(c) Licensee Digitization and Technological Enhancements. If, following Licensee’sdelivery of a Technology Services Request with respect to any requested Technological Enhancement,Licensor is unwilling or unable to undertake the requested process for any reason, then, so long assuch Licensed Content has already been converted into, or was created in, a digital format, andsubject to Licensor’s approval over the Technical Specifications,Licensee shall be permitted to undertake or procure such Technological Enhancement at its owncost and expense.(d) High Definition (HD) Conversion. Notwithstanding anything contained in thisSection 8.11, the following terms and conditions shall apply to HD conversion: Licenseeshall inform Licensor when it intends to undertake up-conversion of Licensed Content to HD ordown-conversion of Licensed Content from HD, and will specify the HD format and up-conversionand/or down-conversion methods and standards that it intends to use. In the event Licensee uses asa basis for converting programs to HD format the standards determined, from time to time, by theNational Television System Committee or Advanced Television System Committee (or one of theirsuccessors), Licensee shall not require approval from Licensor for the up-conversion ordown-conversion described in this paragraph; otherwise, Licensee shall require approval fromLicensor, which shall not be unreasonably withheld or delayed. Once format(s) and conversionmethod(s) have been established by the procedure set forth in the immediately preceding sentence,Licensee may continue to use such format(s) and conversion method(s) to up-convert or down-convertLicensed Content without Licensor’s consent.8.12 **Ancillary Content**.(a) Ancillary Content Requests. With respect to any particular item of LicensedContent, Licensee may request from Licensor reasonable information regarding what Ancillary Contentis currently (or anticipated by Licensor to be) available for Broadcast by Licensee in theTerritory in connection with such Licensed Content, and Licensor shall promptly respond to suchrequests (including by providing Licensee with a brief description of any such Ancillary Contentand any applicable content specifications (e.g., duration, resolution, etc.) with respect thereto);provided, that no inadvertent failure by Licensor to comply with the foregoing shallconstitute a breach of this Agreement.(b) Delivery of Ancillary Content. In connection with the delivery of LicensedContent to Licensee, Licensor shall deliver to Licensee any available, existing Ancillary Contentwith respect to such Licensed Content to the extent requested by Licensee.
 
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(c) Ancillary Content Production Requests. From time to time, Licensee may deliver anotice to Licensor requesting the production of Spanish language Ancillary Content relating to anitem of Licensed Content for use by Licensee, so long as Univision Group has notalready createdsuch material or similar material. Any such notice shall specify the desired type and content ofthe material (including the applicable content specifications (e.g., duration, resolution, etc.)with respect thereto) and the desired schedule for production thereof in detail reasonably specificand sufficient to permit Licensor to evaluate the request. Licensor shall consider in good faitheach such request; provided, that Licensor shall have no obligation to consider requestssubmitted by Licensee after the Information Tail Date. In the event that Licensor in its solediscretion elects to undertake any such production, it shall do so in accordance with thespecifications requested by Licensee and a schedule mutually agreed between Licensor and Licensee(which schedule shall include a reasonable “cushion” period for unforeseen delays andcontingencies); provided, that Licensor shall not undertake such production until Licensorhas prepared and delivered to Licensee an Ancillary Content Budget for such production, andLicensee has agreed to such budget. Licensee will pay the costs andexpenses for such production (in accordance with the agreed Ancillary Content Budget) uponprovision by Licensor of appropriate documentation evidencing such costs.(d) Inclusion in License. For the avoidance of doubt, any Ancillary Content producedby Licensor with respect to any Licensed Content (including any audiovisual material producedpursuant to this Section 8.12) shall be included in the Licensed Content (and shall belicensed to Licensee hereunder).8.13 **Digital Distribution Clearances**.(a) Responsibility for Obtaining and Paying for Digital Distribution Clearances. Asbetween Licensee and Licensor, Licensee shall pay all costs associated with obtaining Clearances inconnection with Licensee’s Broadcast of Licensed Content in Licensed Media by means of digitaldistribution throughout the Territory during the Term.(b) Clearances for Digital Distribution. Subject to Section 8.13(a), Licensorshall use commercially reasonable efforts to obtain (by the availability date for each item ofLicensed Content under Section 7.1), all Clearances necessary for the exercise of theLicensed Rights by means of digital distribution by Licensee in the Licensed Media during the Termin the Territory of each such item of Licensed Content. As more fully described in Sections7.2(a) and 7.2(b), each Availability Notice and Library Availability Notice shallspecify any applicable Clearances that have not been obtained with respect to the Licensed Contentset forth therein, notwithstanding such efforts. Licensee may from time to time (but no morefrequently than monthly) request in writing that Licensor or an Affiliate thereof obtain anyClearances necessary for the exercise of the Licensed Rights by means of digital distribution inthe Licensed Media by Licensee during the Term in the Territory of one or more items of LicensedContent, which request shall include Licensee’s reasonably desired Broadcast schedule and theapplicable Licensed Media for which Clearances are required with respect to such items of LicensedContent. Upon receipt of such request, and subject to Section 8.13(a), Licensor shall usecommercially reasonable efforts to obtain the requested Clearances in a timely fashion so as topermit Licensee to Broadcast such Licensed Content in the applicable Licensed Media in accordancewith the desired Broadcast schedule. Licensor shall notify Licensee of the costs of any suchrequested Clearances, and Licensee shall pay such costs directly, and Licensor’s obligation toobtain such Clearances is expressly subject to Licensee’s payment of such costs. Licensor shallnot have the ability to commit Grupo Televisa to any of the costs with respect to any item ofLicensed Content referenced in Section 8.13(a), unless (i) Licensee gives prior approval;or (ii) Grupo Televisa (or any permitted sublicensee) Broadcasts such item of Licensed Content.
 
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9. **Payments**.9.1 **Telefutura Rights Payment**. For each calendar year during the period beginning onthe Effective Date and ending on December 31, 2025, and in consideration of the license by Licensorto Licensee of Licensed Rights to Licensed Content that is produced for or Broadcast in the UnitedStates by Licensor on the Telefutura Network, Licensee shall pay to Licensor (or such affiliate ofLicensor in Mexicoas Licensor may designate in writing (any payment to such affiliate of Licensor. an“Affiliate Payment”)) seventeen million two hundred eighty four thousand three hundredseventy five dollars ($17,284,375) in twelve equal installments of one million four hundred fortythousand three hundred sixty four dollars and fifty eight cents ($1,440,364.58), and each suchpayment obligation shall be absolute and unconditional (the “Telefutura Payment”).Licensee shall make such monthly payment no later than the fifth (5th) day of each month in respectof the immediately preceding month (with the first such payment due no later than February 14,2011). All payments made pursuant to this section shall be in cash in U.S. currency. For theavoidance of doubt, the Licensed Rights other than to Licensed Content that is produced for orBroadcast in the United States by Licensor on the Telefutura Network are granted hereunder on aroyalty free basis.9.2 **Taxes**. Licensee shall pay and shall be responsible for any and all sums payableon account of sales, use or other similar taxes arising out of or relating to the licensing orBroadcast by Licensee of the Licensed Content, or any other exploitation of the Licensed Rights byLicensee, and any personal property or other tax assessed or levied by any governmental unitarising out of or relating to the storage or possession of the Licensed Rights or Licensed Contentby Licensee.9.3 **Withholding**.(a) Licensee may deduct and withhold from any payment to or for the account of Licensorpursuant to this Agreement, such amounts as it reasonably determines it is required to withholdwith respect to such payment under applicable tax laws, and shall promptly remit such amounts tothe appropriate taxing authority. Within thirty (30) days of any such remittance, Licensee shallfurnish to Licensor the original or certified copy of a receipt evidencing payment, or otherevidence of payment reasonably requested by Licensor.(b) Licensor shall deliver to Licensee a duly completed IRS Form 6166 (or successor form)establishing Licensor’s U.S. tax residence and shall update such forms as required by Law or asreasonably requested by Licensee. For so long as Licensor has complied with its obligationpursuant to the preceding sentence, any withholding required to be made by Licensee shall be madeat a rate not exceeding the rate required by applicable law, giving effect to the IRS Form 6166 (orsuccessor form) delivered by Licensor to Licensee.
 
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(c) In the event Licensee is required to deduct and withhold from any payment to or for theac-count of Licensor pursuant to this Agreement tax at a rate in excess of the rate at whichLicensee would have been required to deduct and withhold tax from any payment to or for the accountof Licensor pursuant to this Agreement if Licensee were a corporation tax resident in Mexico (suchrate, the “Mexican Rate”), the economic burden of any such excess tax shall, as betweenLicensor and Licensee, be borne solely by Licensee and any payments by Licensee pursuant to thisAgreement shall be increased to the extent necessary to yield to the Licensor the amounts Licensorwould have received if any deduction or withholding had been made at the Mexican Rate. In theevent Licensor obtains a refund or credit of any tax as to which Licensee has paid additionalamounts pursuant to this Section 9.3(c), it shall pay over such refund or credit to theLicensee, net of all reasonable out-of-pocket expenses.(d) To the extent Licensee is required to deduct and withhold from any payment pursuant tothis Agreement that is an Affiliate Payment tax at a rate in excess of the rate at which Licenseewould have been required to deduct and withhold tax if such payment had been made directly toLicensor by an affiliate of Licensee that is a corporation tax resident in Mexico, the economicburden of any such excess tax shall, as between Licensor and Licensee, be borne solely by Licensorand Licensee (i) may deduct and withhold from any such Affiliate Payment such amounts as itreasonably determines it is required to withhold with respect to such payment under applicable taxlaws and shall promptly remit such amounts to the appropriate taxing authority and (ii) shall haveno obligation to pay any gross-up with respect to such Affiliate Payment.(e) Licensee shall cooperate in any reasonable manner requested by Licensor to minimizeLicensor’s withholding tax liability.9.4 **No Interest**. No interest shall accrue on any Telefutura Payment, whether or notpast due.10. [Intentionally Omitted]11. **Advertising Time**.11.1 **Univision Group Right to Purchase Advertising**. Licensor and its Affiliates shallbe permitted to purchase advertising time on the Televisa Channels, which cannot be preempted byLicensee or its Affiliates, which time shall be sold for the lowest spot rate then being offeredfor a non-preemptable spot in the program during which such time is sold.11.2 **Quality Standards**. All material provided for Broadcast by Licensor and itsAffiliates shall comply with the quality standards for unaffiliated advertisers established byLicensee from time to time. A copy of such standards will be provided to Licensor at least oneweek prior to Licensor’s material becoming subject thereto. The then-current standards may not bechanged in such a way as to intentionally and adversely impact the use by Licensor and itsAffiliates of advertising time under this Section 11.
 
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11.3 **Use of Advertising for Univision Group Third Party Promotion**. Licensor may notdirectly or indirectly make the advertising made available under this Section 11 availableto persons other than its Affiliates. Notwithstanding the preceding sentence, in connection withLicensor and its Affiliates’ purchase of advertising under this Section 11, Licensor andits Affiliates may include in any of their commercial advertisements incidentalreferences to, orimages of, a third party that relate to the primary subject matter of such Licensor (or itsAffiliate’s) advertisement (e.g., a Univision Group hard good “available at Wal-Mart” or aUnivision Group payment card affiliated with Mastercard) (“Tie-Ins”) (a) with a durationnot in excess of the customary industry practice (it being understood that the customary industrypractice as of the date hereof is approximately five (5) seconds in any commercial); (b) if thereference is graphical, of a size substantially consistent with customary industry practice; and(c) with respect to which Licensor and its Affiliates do not receive any revenues, directly orindirectly, from the third party in exchange for the Tie-In.12. **Representations and Warranties**.12.1 **Licensor Representations and Warranties**. Licensor hereby agrees, represents andwarrants for the duration of the Term as follows:(a) Capacity. Licensor is free to enter into and fully perform this Agreement;(b) Licensed Rights. Licensor has or will have the right to grant to Licensee theLicensed Rights to the Licensed Content in the Territory set forth in this Agreement, including thenecessary literary, artistic, technological and intellectual property rights;(c) Clearances. Subject only to Section 8.13 with respect to the digital distributionof the Licensed Content, Licensor has secured or will secure all necessary Clearances (subject tothe provisos in Section 12.1(e)), for the exercise of the Licensed Rights to the LicensedContent in the Territory set forth in this Agreement;(d) No Encumbrances. There are no and will not be any pending liens, charges,restrictions or encumbrances on the Licensed Content that conflict with the Licensed Rights, otherthan (a) pledges to support bona fide indebtedness of Licensor or its Affiliates to a third party;and/or (b) pledges to one or more of the investors or investor groups in BMPI to support bona fideindebtedness of Licensee or any Affiliate to any such investor or investor group;(e) [Intentionally Omitted](f) Credit Obligations. The main and end titles of the Licensed Content and allpublicity, promotion, advertising and packaging information and materials supplied by Licensor willcontain all necessary and proper credits for the actors, directors, writers and all other personsappearing in or connected with the production of such Licensed Content who are entitled to receivecredit and comply with all applicable contractual, guild, union and statutory requirements andagreements;(g) Intellectual Property. Subject only to any Clearance limitations relating to thedigital distribution of the Licensed Content of which Licensor has notified Licensee in writing asrequired pursuant to Section 8.13, the exercise of the Licensed Rights to the LicensedContent in the Territory will not infringe on any rights of any third party, including copyright,patent, trademark, unfair competition, contract, property, defamation, privacy, publicity or “moralrights” (to the extent such moral rights are recognized by U.S. Law); and
 
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(h) Exclusivity. Except to the extent expressly permitted by this Agreement,Univision Group has not and will not grant or license to others, and will not itself exercise, anyrights to Broadcast any Licensed Content in any Licensed Media during the Term in the Territory,including by way of any Broadcast over the Radio of any audio portion of any Novelain the Territory (other than spill-over from Univision Group’s border Radio stations in theUnited States).12.2 **Licensee Representation and Warranty**. Licensee hereby agrees, warrants andrepresents for the duration of the Term that Licensee is free to enter into and fully perform thisAgreement.12.3 **Insurance**. Licensor further agrees that, while it has no obligation to do so, ifUnivision Group secures a producer’s (Errors and Omissions) liability policy covering the LicensedContent, or any part thereof, it will cause Licensee and its Affiliates to be named as additionalinsureds on such policy and will cause a certificate of insurance to be promptly furnished toLicensee, provided, however, that the inclusion of Licensee and its Affiliates asadditional insureds does not result in any additional cost or expense to Univision Group. Licensorwill notify Licensee when such insurance is obtained and, after obtained, if cancelled. Any suchinsurance as to which Licensee and its Affiliates are additional insureds shall be primary as toLicensee and its Affiliates and not in excess of or contributory to any other insurance providedfor the benefit of or by Licensee and its Affiliates.13. **Indemnification**.13.1 **Licensor Indemnification**. Licensor agrees to indemnify Licensee, its Affiliates(other than Univision Group), subsidiaries, partners, the partners of any partnership that is apartner of Licensee, its direct and indirect shareholders and all officers, directors, employeesand agents of any of the foregoing (collectively the “Licensee Indemnitees”) against andhold the Licensee Indemnitees harmless from (subject to Section 15.8) any and all claims,deficiencies, assessments, liabilities, losses, damages, expenses (including reasonable fees andexpenses of counsel) (collectively, “Losses”) incurred or suffered by any LicenseeIndemnitee arising out of, relating to, or by reason of, Univision Group’s breach of, ornon-compliance with, any covenant, agreement or provision herein contained or the inaccuracy of anyrepresentation or warranty made by Licensor. Such Losses shall be reduced by: (a) the amount ofany net tax benefit ultimately accruing to Licensee on account of Licensee’s payment of such claim;(b) insurance proceeds which such Licensee Indemnitee has or will receive in connection with suchLosses; and (c) any recovery from third parties in connection with such Losses; provided,however, that Licensor shall not delay payment of its indemnification obligations hereunderpending resolution of any tax benefit or insurance or third party claim if the Licensee Indemniteeprovides Licensor with an undertaking to reimburse Licensor for the amount of any such benefit orclaim ultimately received; and provided, further, that the Licensee Indemniteeshall have no obligation to obtain any such insurance proceeds or recovery from third parties ifand to the extent Licensor is subrogated (in form and substance satisfactory to Licensor) to suchLicensee Indemnitee’s claims in respect of such insurance or third parties.
 
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13.2 **Licensee Indemnification**. Licensee agrees to indemnify Licensor, its Affiliates,subsidiaries, partners, the partners of any partnership that is a partner of Licensee, its directand indirect shareholders (other than Licensee and its Affiliates) and all officers, directors,employees and agents of any of the foregoing (the “Licensor Indemnitees”) against and holdthe Licensor Indemnitees harmless from(subject to Section 15.8) any and all Losses incurred or suffered by any Licensor Indemniteearising out of, relating to, or by reason of, (a) Grupo Televisa’s or its permitted sublicensees’breach of, or non-compliance with, any covenant, agreement or provision herein contained or theinaccuracy of any representation or warranty made by Licensee); or (b) any program or commercialmaterial (apart from the Licensed Content) furnished by Licensee. Such Losses shall be reduced by:(i) the amount of any net tax benefit ultimately accruing to Univision Group on account ofUnivision Group’s payment of such claim; (ii) insurance proceeds which Univision Group has or willreceive in connection with such Losses; and (iii) any recovery from third parties in connectionwith such Losses; provided, however, that Licensee shall not delay payment of itsindemnification obligations hereunder pending resolution of any tax benefit or insurance or thirdparty claim if the Licensor Indemnitee provides Licensee with an undertaking to reimburse Licenseefor the amount of any such claim ultimately received; and provided, further, thatthe Licensor Indemnitee shall have no obligation to obtain any such insurance proceeds or recoveryfrom third parties if and to the extent Licensee is subrogated (in form and substance satisfactoryto Licensee) to such Licensor Indemnitee’s claims in respect of such insurance or third parties.13.3 **Indemnification Procedures**. The following procedures shall govern all claims forindemnification made under any provision of this Agreement. A written notice (an“Indemnification Notice”) with respect to any claim for indemnification shall be given bythe party seeking indemnification (the “Indemnitee”) to the party from whichindemnification is sought (the “Indemnitor”) within thirty (30) days of the discovery bythe Indemnitee of such claim, which Indemnification Notice shall set forth the facts relating tosuch claim then known to the Indemnitee (provided that failure to give such IndemnificationNotice as aforesaid shall not release the Indemnitor from its indemnification obligations hereunderunless and to the extent the Indemnitor has been prejudiced thereby). The party receiving anIndemnification Notice shall send a written response to the party seeking indemnification statingwhether it agrees with or rejects such claim in whole or in part. Failure to give such responsewithin ninety (90) days after receipt of the Indemnification Notice shall be conclusively deemed toconstitute acknowledgment of validity of such claim. If any such claim shall arise by reason ofany claim made by third parties, the Indemnitor shall have the right, upon written notice toIndemnitee within ninety (90) days after receipt of the Indemnification Notice, to assume thedefense of the matter giving rise to the claim for indemnification through counsel of its selectionreasonably acceptable to Indemnitee, at Indemnitor’s expense, and the Indemnitee shall have theright, at its own expense, to employ counsel to represent it; provided, however,that if any action shall include both the Indemnitor and the Indemnitee and there is a conflict ofinterest because of the availability of different or additional defenses to the Indemnitee, theIndemnitee shall have the right to select one separate counsel to participate in the defense ofsuch action on its behalf, at the Indemnitor’s expense. The Indemnitee shall cooperate fully tomake available to the Indemnitor all pertinent information under the Indemnitee’s control as to theclaim and shall make appropriate personnel available for any discovery, trial or appeal. If theIndemnitor does not elect to undertake the defense as set forth above, the Indemnitee shall havethe right to assume the defense of such matter on behalf of and for the account of the Indemnitor;provided, however, the Indemnitee shall not settle or compromise any claim withoutthe consent of the Indemnitor, which consent shall not be unreasonably withheld. The Indemnitormay settle any claim at any time at its expense, so long as such settlement includes as anunconditional termthereof the giving by the claimant of a release of the Indemnitee from all liability withrespect to such claim.
 
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14. **Term**. The term of this Agreement (the “Term”) shall commence on the EffectiveDate and continue through and include the date that is the last date of the “Term” of the Amendedand Restated 2011 Program License Agreement (as such “Term” is defined in the Amended and Restated2011 Program License Agreement, and as it may be accelerated, terminated or extended in accordancewith the terms and conditions therein). This Agreement may be terminated by either party onlypursuant to, and in accordance with, the terms and conditions set forth in Section 15; orin the event that the other party asserts Force Majeure under Section 20.2 as a relief fromsubstantially all of its obligations hereunder for a period in excess of one (1) year.15. **Dispute Resolution; Remedies**. Each of Licensor and Licensee intends to use its goodfaith efforts to establish a constructive working relationship which will continue throughout theTerm. In order to facilitate maintenance of that relationship, each desires to set forth remedyprovisions by which any disagreements can be resolved.15.1 **Expedited Arbitration**.(a) Matters Subject to Arbitration. In order to promote the efficient resolution ofdisputes that may arise between the parties, the parties hereby agree that all disputes arising outof or relating to the following matters (“Arbitrable Matters”) shall be exclusively subjectto the Arbitration Procedures set forth below in this section:(i) *Characterization of Audiovisual Content*. Any disputes relating to whether content is aProgram, Licensed Content, Co-Produced Content, an Acquired Completed Novela, Acquired CompletedContent, a Co-Produced Local Novela, a Univision Local Novela or Acquired Other Content or if theprocedures of Section 2 relating thereto have been followed;(ii) *Editing for Digital Distribution “Clean” Versions*. Any disputes relating to Licensor’sapproval of Licensee’s editing to produce “clean” versions of Licensed Content for Broadcast bymeans of digital distribution;(iii) *Televisa Channel Advertising*. Any disputes relating to the use, placement and/orpricing of advertising on the Televisa Channels;(iv) [Intentionally Omitted](v) [Intentionally Omitted](vi) [Intentionally Omitted](vii) *Corporate Opportunities*. Any disputes in connection with the procedures for thecorporate opportunity matters set forth in Section 16.(viii) *Excluded Content*. Any disputes as to whether any Audiovisual Content constitutes“Excluded Content” or “Univision Publications Content”;
 
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(ix) [Intentionally Omitted](x) *Approval of Third Party Arrangements*. Any disputes relating to Licensor’s approval rightsrelating to Licensee’s arrangements with third parties for the Broadcast of Licensed Content, asset forth in Section 4;(xi) [Intentionally Omitted](xii) *Offensive / Politically Insensitive Content*. Any disputes relating to Licensee’sobligation to use commercially reasonable efforts to address Licensor’s concerns regardingoffensive or politically insensitive content on third party platforms, as set forth in Section3.8;(xiii) *Clearances*. Any disputes relating to Licensor’s obligation to use commerciallyreasonable efforts to obtain Clearances requested by Licensee, as set forth in Section8.13;(xiv) *Univision Spoiler Content*. Any disputes relating to Licensor’s obligation to usecommercially reasonable efforts to prevent the Broadcast or publishing of Univision Spoiler Contentpursuant to Section 1.4;(xv) [Intentionally Omitted](xvi) *Co-Production Costs*. Any disputes with respect to the appropriate percentage of thecombined costs of Co-Produced Content to be borne by each of Licensee and Univision Group pursuantto Section 2.3;(xvii) *Windows*. Any disputes with respect to what constitutes the customary theatricalavailability window for Movies;(xviii) *Monetization of Territory Audiences*. Any disputes with respect to Licensee’s orUnivision Group’s compliance with the terms and conditions of Section 19;(xix) *Industry Practice*. Any disputes regarding what constitutes “industry practice” or howany terms are “commonly understood in the entertainment industry”, or other disputes regardingsimilar standards;(xx) *Promotions in Univision Publications Content*. Any disputes regarding whether promotionalmaterials contained in any Univision Publications Content complies with the limitations in theproviso set forth in Section 1.3(b)(i)(A);(xxi) *Telefutura Payments*. Any disputes relating to the non-payment of the TelefuturaPayments; and(xxii) *Other Matters*. Any other matters expressly identified in this Agreement as subject tobinding arbitration under this Section 15.1.
 
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(b) Arbitration Procedures. All Arbitrable Matters shall be resolved by the Umpireselected by the parties under the Amended and Restated 2011 Program License Agreement (the“Umpire”). The process and procedures set forth in Sections 15.1(b), (c),and (d) of the Amended and Restated 2011 Program License Agreement shall apply, *mutatismutandis*, except that the second sentence of Section 15.1(d)(iii) shall be replaced withthe following:“It shall be presumed that good cause can be shown for shortening time frames in anyArbitration Procedure (A) relating to Section 15.1(a)(xxi); or (B) if necessary topreserve a Broadcast schedule in the case of disputes described in Sections15.1(a)(xiii), 15.1(a)(xiv) or 15.1(a)(xvii) or to preserve abusiness opportunity in the case of disputes described in Sections15.1(a)(i), 15.1(a)(vii) or 15.1(a)(x) in which case the timeperiods for the Arbitration Procedures shall be set in order to preserve suchBroadcast schedule or business opportunity.”(c) Non Arbitrable Matters. All disputes other than those set forth in Section15.1(a) are not subject to the Arbitration Procedures unless the parties mutually agree inwriting to submit them to the Arbitration Procedures.15.2 **Dispute Resolution**. In the event that either party claims that the other party has breached its obligationshereunder with respect to a matter that is not an Arbitrable Matter as set forth in Section15.1(a) with respect to a matter that is not an arbitrable matter thereunder:(a) [Intentionally Omitted](b) Breaches. In the case of a breach (whether non-monetary or by way of a claim fordamages), except as provided in Section 15.1, the dispute shall be submitted to the privatejudge as above, with at least a demand for injunctive relief (including thereby specificperformance); the prevailing party shall be awarded its actual attorneys’ fees; and(c) Other Claims. In the case of any other action relating to or arising out of thisAgreement, including any action for declaratory judgment or any demand for injunctive reliefagainst a threatened breach, except as provided in Section 15.1, the dispute shall besubmitted to the private judge as provided in Section 15.2(a), and the prevailing partyshall be awarded its actual attorneys’ fees.(d) Interim Relief. In the event of a dispute in which injunctive relief is soughtand that is otherwise subject to jurisdiction of the private judge hereunder, if the private judgehas not yet been assigned, a party may seek a temporary restraining order or similar order in anycourt specified in Section 15.6 until the assignment of a private judge and such privatejudge’s determination of whether to grant injunctive relief, and the private judge shall not beprecluded from granting any other relief, including damages, as permitted by this Section15.2.
 
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15.3 **Cure Rights; Determination of Material Breaches Leading to Right to Terminate; NoRight of Appeal**.(a) Opportunity to Cure. In the case of a breach with respect to payment of theTelefutura Payment, the breaching party shall have sixty (60) days after notice of non-payment tocure such breach by making full payment without interest of any kind or amount.(b) Repeated Failures. Notwithstanding the foregoing or any other provision hereof,repeated failure to make payment when required, even if subsequently cured, may be a basis for aproceeding before the Umpire or private judge and, if determined by the Umpire or private judge tohave been cumulatively material and evincing an intent to avoid, or reckless disregard for,compliance with such obligation, shall be determined by the Umpire or private judge to constitute amaterial breach giving rise to a right of termination in the non-breaching party. In the event ofany such breach, the party asserting the breach shall advise the other party in writing of suchclaimed breach reasonably promptly after discovering such breach.(c) Materiality Threshold. Notwithstanding any other provision of this Agreement, inany proceeding for breach of this Agreement—or, following the eighteen (18) month anniversary ofthe date hereof, the International Program Rights Agreement (as amended by the IPRA Amendment), theSales Agency Agreement or the Amended and Restated 2011 Program License Agreement (it beingunderstood that any breach of the International Program Rights Agreement (as amended by the IPRAAmendment), the Sales Agency Agreement or the Amended and Restated 2011 Program License Agreementprior to the eighteen (18) month anniversary of the date hereof shall in no event be deemed to bematerial or give rise to a right of termination by the non-breaching party)—whether with respectto payment of the Telefutura Payment or otherwise, a finding of breach by the Umpire or privatejudge shall not be deemed material and shall not give rise to a right of termination by thenon-breaching party unless: (i) in the case of a breach with respect to payment of the TelefuturaPayment, the party against whom the determination of breach has been made by the private judgefails to pay the amount awarded by the Umpire or private judge within ten (10) Business Days of thedecision by the Umpire or private judge; or (ii) in the case of a breach other than with respect topayment of the Telefutura Payment, the party against whom relief (preliminary or final) has beenordered or adjudged by the private judge or Umpire fails to comply with such order or judgment; or(iii) the party determined to be guilty of breach by the private judge or Umpire has twicepreviously been determined to be guilty of a breach (whether with respect to payment of theTelefutura Payment or otherwise) by the private judge or Umpire, such second breach having occurredsubsequent to the determination by the private judge or Umpire of initial breach and such thirdbreach having occurred subsequent to the determination by the private judge or Umpire of secondbreach, and each such breach is determined by the private judge to either (A) in the case ofbreaches with respect to payment of the Telefutura Payment, be a breach or a series of breachescommitted within the same fiscal year which individually or in the aggregate are for amounts equalto or greater than ten percent (10%) of the Telefutura Payment due for the fiscal year immediatelypreceding the fiscal year in which the claimed breach or breaches occur, or if the series ofbreaches was not committed within the same fiscal year, which in the aggregate are for amountsequal to or greater than ten percent (10%) of the aggregate of the Telefutura Payment due for eachfiscal year immediately preceding each of the fiscal years in which such claimed breachesoccur, or (B) in the case of all other determined breaches, evince an intent to avoid, orreckless disregard for, compliance with the obligations that are the basis of the breach; or (iv)pursuant to Section 15.3(b). For the avoidance of doubt, any determination by the Umpireshall be conclusive as to whether there was a breach, and only the issue of whether the breach orbreaches evince an intent to avoid or reckless disregard for compliance with the obligations thatare the basis of the breach shall be determined by the private judge.
 
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(d) Right to Terminate Following Material Breach.(i) Telefutura Payment Breaches. If a determination has been made that any breacheswith respect to payment of the Telefutura Payment are individually or cumulatively materialconsistent with the foregoing, then Licensor shall have the right to elect to terminate thisAgreement only as to the license of Licensed Rights to Licensed Content that is produced for orBroadcast in the United States by Licensor on the Telefutura Network, which election shall be madenot later than sixty (60) days after the determination of the existence of such material breach.Such termination shall occur sixty (60) days after written notice of such election to terminate.(ii) Other Breaches. If a determination has been made that any breaches other thanwith respect to payment of the Telefutura Payment are individually or cumulatively materialconsistent with the foregoing, then the non-breaching party shall have the right to elect toterminate this Agreement, which election shall be made not later than sixty (60) days after thedetermination of the existence of such material breach. This Agreement shall terminate sixty (60)days after written notice of such election to terminate.(e) No Right to Appeal. Decisions of the private judge as to the foregoing shall befinal and the parties waive any right to appeal.15.4 **Satisfaction of Indemnification Obligations Cures Inaccuracy of LicensorRepresentations and Warranties**. Notwithstanding the foregoing, the inaccuracy of any of Licensor’s representations andwarranties contained in Section 12 hereof shall not be deemed to be a breach of itsobligations for purposes of Sections 15.3(b) and 15.3(c) to the extent thatLicensor satisfies its indemnification obligations with respect to such inaccuracy.15.5 **Governing Law**. This Agreement and the legal relations among the parties shall begoverned by and construed in accordance with the laws of the State of California applicable tocontracts between California parties made and performed in that State, without regard to conflictof laws principles; except that the procedural laws of the State of New York shall apply to theArbitration Procedures (as set forth in Section 15.1) and the enforcement thereof.15.6 **Jurisdiction; Venue; Service of Process**. Except to the extent provided inSections 15.1 and with respect to the provisions of Section 15.2, each of theparties irrevocably submits to the jurisdiction of any California State or United States Federalcourt sitting in Los Angeles County in any action orproceeding arising out of or relating to this Agreement or the transactions contemplatedhereby, and irrevocably agrees that any such action or proceeding may be heard and determined onlyin such California State or Federal court. Each of the parties irrevocably waives, to the fullestextent it may effectively do so, the defense of an inconvenient forum to the maintenance of anysuch action or proceeding. Each of the parties irrevocably appoints CT Corporation System (the“Process Agent”), with an office on the date hereof at 818 West 7th Street, Los Angeles, CA, 90017as his or its agent to receive on
 
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behalf of him or it and his or its property service of copies ofthe summons and complaint and any other process whichmay be served in any such action orproceeding. Such service may be made by delivering a copy of such process to any of the parties incare of the Process Agent at the Process Agent’s above address, and each of the parties irrevocablyauthorizes and directs the Process Agent to accept such service on its behalf. As an alternatemethod of service, each of the parties consents to the service of copies of the summons andcomplaint and any other process which may be served in any such action or proceeding by the mailingor delivery of a copy of such process to such party at its address specified in or pursuant toSection 20.5. Each of the parties agrees that a final judgment in any such action orproceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgmentor in any other manner provided by Law.15.7 **Specific Performance; Injunctive Relief**. The parties hereto agree thatirreparable damage may occur in the event that any of the provisions of this Agreement were notperformed in accordance with their specific terms or were otherwise breached. It is accordinglyagreed that the parties may be entitled to an injunction or injunctions to prevent breaches of thisAgreement and to enforce specifically the terms and provisions hereof, this being in addition toany other remedy to which they are entitled at law or in equity.15.8 **Certain Limitations**. Notwithstanding anything to the contrary contained in thisAgreement, no party hereto shall be liable to any other party under this Agreement for any special,consequential, punitive or exemplary damages (including lost or anticipated revenues or profitsrelating to the same) arising from any claim under this Agreement, whether such claim is based onwarranty, contract, tort (including negligence or strict liability) or otherwise; provided,however, that this limitation shall not preclude Licensee from seeking any such damages if, priorto a private judge determining pursuant to Section 15.3 that Licensor is entitled toterminate this Agreement, Licensor (or any of its affiliates) takes any action to intentionallysuspend access to, withdraw, refuse to furnish, or otherwise directly or indirectly makeunavailable Licensed Content; provided, that for the avoidance of doubt, no such damages shall beavailable if such action on the part of Licensor arises out of a specific dispute (a) as toLicensor’s withdrawal of a specific item or series of items of Licensed Content pursuant toSection 8.10, (b) as to Licensor’s cancellation of production of any Licensed Content, or(c) of a type contemplated by Section 15(a)(i) or 15(a)(viii).16. **First Opportunity Rights**.16.1 **Proposed New Businesses**.(a) Notice and Information. If Univision Group intends to enter into a Proposed NewBusiness during the Term and (i) Grupo Televisa is not in good faith actively pursuing for itselfthe Proposed New Business, or (ii) the Proposed New Business is significantly and meaningfullydifferent from any current business Grupo Televisa is actively pursuing for itself (regardless ofwhether such Proposed New Business is in the same genre, field, market or space as any businessLicensee and its controlled Affiliates are currently engaged in, but in no event shall a ProposedNew Business include a Linear Television Channel), Licensor will notify Licensee in writing and, ona timely basis, provide Licensee with information, if any, that Univision Group has used (as of thetime of such provision) to evaluate the opportunity that is reasonably necessary and appropriatefor Licensee’s consideration of such Proposed New Business (but not information which includesinformation regarding other businesses of Univision Group).
 
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(b) Licensee Election. Within thirty (30) days of being so notified, Licensee maynotify Licensor that it elects in good faith to participate in the Proposed New Business, in whichcase Univision Group and Grupo Televisa may participate in the Proposed New Business such thatUnivision Group, on the one hand, and Grupo Televisa, on the other hand, will each have a 50%economic and voting interest in the Proposed New Business (or such other allocation of economic andvoting interests as agreed by Licensee and Licensor in good faith). Licensee and Licensor willagree in good faith on the business and financial objectives and business plan and the managementof the Proposed New Business. In such event, the parties shall mutually agree on the appropriatetreatment and allocation of revenues derived or generated from, and costs paid or incurred withrespect to, the Proposed New Business. In the event that Licensee does not notify Licensor withinthe 30-day period that it elects to participate in the Proposed New Business, then Univision Groupwill be permitted to, within a reasonable time period, enter into the Proposed New Business and anyAudiovisual Content that is related to the Proposed New Business will be “Univision ProposedNew Business Content” (and shall be subject to the limitations set forth in the definition of“Univision Publications Content”, other than clause (b) of such definition (as such AudiovisualContent must instead relate to, or complement, the Proposed New Business and not a UnivisionPublication)).(c) No Linear Television Channels. It is understood and agreed that, notwithstandinganything to the contrary contained herein, Univision Group shall not pursue a Proposed New Businessthat consists primarily of the ownership and/or operation of a Spanish language Linear TelevisionChannel in the Territory during the Term.16.2 Stand Alone Business.(a) Notice and Information. If Univision Group proposes to acquire (whether bymerger, acquisition of stock or assets, partnership, joint venture or otherwise) a Stand AloneBusiness during the Term, Licensor will offer Grupo Televisa, by written notice in a timely manner,the opportunity to elect, within thirty (30) days (or shorter period if necessary so as not to losethe opportunity (e.g. if the bid deadline does not permit a thirty (30)-day election period)) ofreceipt of such notice, to participate in the acquisition of the Stand Alone Business;provided, that Licensor will use good faith efforts not to delay notice so as to jeopardizeLicensee’s ability to acquire such Stand Alone Business. Concurrently with the delivery of theaforementioned notice, Licensor will provide Licensee with information, if any, that UnivisionGroup has used(as of the time of such delivery) to evaluate the opportunity that is reasonably necessary andappropriate for Licensee’s consideration of such Stand Alone Business (but not information whichincludes information regarding other businesses of Univision Group), subject to any legal or thirdparty contractual confidentiality restriction.
 
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(b) Licensee Election. In the event that Grupo Televisa accepts the opportunity toparticipate in the Stand Alone Business, then Univision Group may acquire fifty percent (50%) ofthe Stand Alone Business with Grupo Televisa acquiring fifty percent (50%) (or such otherallocation of ownership as agreed by Licensee and Licensor in good faith), and Licensee andLicensor will agree in good faith on the business and financial objectives and business plan andthe management of the Stand Alone Business. In such event, the parties shall mutually agree on theappropriate treatment and allocation of revenues derived or generated from, and costs paid orincurred with respect to, the Stand Alone Business. If Grupo Televisa does not accept theopportunity to participate in the acquisition of the Stand Alone Business within thirty (30) days(or shorter period if necessary so as not to lose the opportunity (e.g. if the bid deadline doesnot permit a thirty (30)-day period)) of Univision Group’s offer, or does not participate in suchopportunity to acquire fifty percent (50%) of such Stand Alone Business, Univision Group may,within a reasonable period of time, seek to acquire and acquire the Stand Alone Business and anyAudiovisual Content that is related to the Stand Alone Business will be “Univision Stand AloneBusiness Content”.(c) No Univision Linear Television Channels. It is understood and agreed that,notwithstanding anything to the contrary contained herein, Univision Group shall not pursue a StandAlone Business that consists primarily of the ownership and/or operation of a Spanish languageLinear Television Channel in the Territory during the Term.16.3 **Carve Out Business**.(a) Notice and Information. If Univision Group proposes to acquire (whether bymerger, acquisition of stock or assets, partnership, joint venture or otherwise) a Carve OutBusiness during the Term, Univision Group may undertake and consummate an acquisition of the largerbusiness of which the Carve Out Business is a part at any time. However, without restricting orimpeding the ability of Univision Group to undertake and consummate such acquisition, Licensor willuse its commercially reasonable efforts to offer (including after Univision Group has completed theacquisition of the larger business) Licensee and its controlled Affiliates, by written notice in atimely manner, the opportunity to elect, within sixty (60) days of receipt of such notice, to seekto participate in the Carve Out Business. Concurrently with the delivery of the aforementionednotice, Licensor will provide Licensee with information that Univision Group has used (as of thetime of such delivery) to evaluate the opportunity that is reasonably necessary and appropriate forLicensee’s consideration of such Carve Out Business (but not information which includes informationregarding other businesses of Univision Group), subject to any legal or third party contractualconfidentiality restrictions.(b) Licensee Election. In the event that Licensee or one of its controlled Affiliatesaccepts the opportunity to participate in the Carve Out Business, then Univision Group may acquireor retain fifty percent (50%) of the Carve Out Business with Grupo Televisa acquiring fifty percent(50%) (or such other allocation of ownership as agreed by Licensee andLicensor in good faith) and Licensee and Licensor will agree in good faith on the business andfinancial objectives and business plan and the management of the Carve Out Business. In suchevent, the parties shall mutually agree on the appropriate treatment and allocation of revenuesderived or generated from, and costs paid or incurred with respect to, the Carve Out Business. Inno event shall this Section 16.3(b) restrict or impede the ability of Univision Group toundertake and consummate an acquisition of the larger business. If Licensee does not accept theopportunity to participate in the acquisition of the Carve Out Business within the sixty (60) dayperiod, or does not participate in such opportunity to acquire fifty percent (50%) of such CarveOut Business, Univision Group may acquire or retain the Carve Out Business, as part of the largeracquisition, and any Audiovisual Content that is related to the Carve Out Business will be“Univision Carve Out Business Content”.
 
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(c) Linear Television Channels. Notwithstanding anything contained in Sections16.3(a), and (b), if the Carve Out Business in question consists of the ownershipand/or operation of a Spanish language Linear Television Channel, the following shall apply:(i) *Free Television Channel*. If, as part of such larger acquisition, Univision Group acquiresa Spanish language Free Television channel in the Territory, Licensor shall offer to Licensee theright to participate in the Free Television channel as a Carve Out Business (pursuant to the termsand conditions of this Section 16.3); provided, that if Licensee does notparticipate in such Spanish language Free Television channel, for any reason, Univision Groupshall, as promptly as reasonably practicable, entirely divest itself of any interest in suchSpanish language Free Television channel.(ii) *Channel Other Than Free Television Channel*. If, as part of such larger acquisition,Univision Group acquires any Spanish language Linear Television Channel other than a FreeTelevision channel, Licensor shall offer to Licensee the right to participate in such Spanishlanguage Linear Television Channel as a Carve Out Business (pursuant to the terms and conditions ofthis Section 16.3).17. **Transfer of Program Rights**. Licensee may not transfer to any third party any rightswhatsoever with respect to Licensed Content or any other Audiovisual Content of Univision Group towhich Licensee has been licensed rights hereunder, in connection with the transfer of any SpanishLanguage Platform or other platform or assets of Licensee or its Affiliates (other than inconnection with any transactions contemplated under Section 20.6 or a SublicensingArrangement permitted under Section 4 of this Agreement).18. [Intentionally Omitted]19. **Monetization of Territory Audiences**. Licensor will not, directly or indirectly, baseor determine the price of any advertising time or space, product placements or sponsorships in anyLicensed Media on the ability of viewers in the Territory to receive Licensed Content (butexpressly excluding Excluded Content and Charitable/Religious Content), subject only to the thirdsentence of Section 3.7(a)(i)(B).20. **Miscellaneous**.20.1 [Intentionally Omitted]20.2 **Force Majeure**. Neither party hereto shall be liable for or suffer any penalty ortermination of rights hereunder by reason of any failure or delay in performing any of itsobligations hereunder if such failure or delay is occasioned by compliance with governmentalregulation or order, or by circumstances beyond the reasonable control of the party so failing ordelaying, including acts of God, war, insurrection, fire, flood, accident, strike or other labordisturbance, interruption of or delay in transportation (a “Force Majeure Event”). Eachparty shall promptly notify the other in writing of any such event of force majeure, the expectedduration thereof, and its anticipated effect on the party affected and make reasonable efforts toremedy any such event, except that neither party shall be under any obligation to settle a labordispute.
 
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20.3 **Modification**. This Agreement shall not be modified or waived in whole or in partexcept in writing signed by an officer of the party to be bound by such modification or waiver.20.4 **Waiver of Breach**. A waiver by either party of any breach or default by the otherparty shall not be construed as a waiver of any other breach or default whether or not similar andwhether or not occurring before or after the subject breach.20.5 **Notices**. All notices and other communications required or permitted hereundershall be in writing, shall be deemed duly given upon actual receipt, and shall be delivered (a) inperson, (b) by a generally recognized overnight courier service which provides writtenacknowledgment by the addressee of receipt, or (c) by both (i) facsimile and (ii) email or othergenerally accepted means of electronic transmission, addressed as set forth in Schedule 4or to such other addresses as may be specified by like notice to the other parties.20.6 **Assignments**. Either of the parties may assign its rights hereunder and delegateits duties hereunder, in whole or in part, to an Affiliate capable of performing the assignor’sobligations hereunder, and either of the parties may assign its rights hereunder and delegate itsduties hereunder to any person or entity to which all or substantially all of such party’sbusinesses and assets are pledged or transferred (provided that in the case of a pledge,any such assignment shall be made only as part of a granting of collateral to support bona fideindebtedness of Licensee or its Affiliates to a third party). No such assignment or delegationshall relieve any party of its obligations hereunder. Any such assignment or delegation authorizedpursuant to this Section 20.6 shall be pursuant to a written agreement in form andsubstance reasonably satisfactory to the parties. Except as otherwise expressly provided in thisAgreement, neither this Agreement nor any rights, duties or obligations hereunder may be assignedor delegated by any of the parties, in whole or in part, whether voluntarily, by operation of Lawor otherwise; provided, however, that Univision Group may assign, grant a securityinterest in or otherwise transfer its rights to payment hereunder in connection with one or morefinancings. Any attempted assignment or delegation in violation of this prohibition shall be nulland void. Subject to the foregoing, all of the terms and provisions hereof shall be binding upon,and inure to the benefit of, the successors and assigns of the parties. Nothing contained herein,express or implied, is intended to confer on any person other than the parties or their respectivesuccessors and permitted assigns, any rights, remedies, obligations or liabilities under or byreason of this Agreement.20.7 **Further Assurances**. Each party hereto agrees to execute any and all additionaldocuments and do all things and perform all acts necessary or proper to further effectuate orevidence this Agreement including any required filings with the U.S. Copyright Office.20.8 **Information Sharing**. To the extent that either party is required to provideinformation to the other party under this Agreement, such party shall (and shall cause itsAffiliates to) use good faith efforts to limit contractual confidentiality restrictions withrespect to agreements entered into after the Effective Date, in order to permit the sharing ofinformation expressly provided in this Agreement.
 
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20.9 **Counterparts**. This Agreement may be executed in counterparts, each of whichshall be an original instrument and all of which, when taken together, shall constitute one and thesame agreement.20.10 **Severability**. If any provision of this Agreement, or the application thereof,shall for any reason or to any extent be invalid or unenforceable, then the remainder of thisAgreement and application of such provision to other persons or circumstances shall continue infull force and effect and in no way be affected, impaired or invalidated; provided, that theaggregate of all such provisions found to be invalid or unenforceable does not materially affectthe benefits and obligations of the parties of the Agreement taken as a whole.20.11 **Language Rules of Construction**. Unless the context otherwise clearly requires:(a) the term “third party” shall be deemed to mean “unaffiliated third party”; (b) any pronounshall include thecorresponding masculine, feminine and neuter forms; (c) the term “include,” “includes” and“including” shall be deemed to be followed by the words “but not limited to”; (d) the term “will”shall be construed to have the same meaning and effect as the word “shall”; (e) any definition ofor reference to any agreement, instrument or other document herein shall be construed as referringto such agreement, instrument or other document as from time to time amended, supplemented orotherwise modified (subject to any restrictions on, or requirements with respect to, suchamendments, supplements or modification set forth herein or therein); (f) any reference herein toany person, or to any person in a specified capacity, shall be construed to include such person’ssuccessors and assigns or such person’s successors in such capacity, as the case may be; (g) thewords “herein,” “hereunder” and other words of similar import refer to this Agreement as a wholeand not to any particular section, clause or other subdivision; and (h) any of the defined termsmay be used in the singular or the plural, depending on the reference. Licensor and Licenseeacknowledge and agree that references in this Agreement to Licensee’s or GT’s “controlledAffiliates” or to “Grupo Televisa” are sometimes used for purposes of clarity, and that no suchreferences (or failure to include such references) shall operate, or be deemed to operate, to limitor impair the rights afforded to Licensee with respect to GT and its controlled Affiliates underSection 1.2(a).20.12 **Headings**. The subject headings of the sections and sub-sections of thisAgreement are included for purposes of convenience only, and shall not affect the construction orinterpretation of any of its provisions.20.13 **Entire Agreement**. This Agreement, together with Annex A and theSchedules hereto, the Amended and Restated 2011 Program License Agreement, the IPRA Amendment andthe Sales Agency Agreement contain a final and complete integration of all prior expressions by theparties hereto with respect to the subject matter hereof and shall constitute the entire agreementamong the parties hereto with respect to the subject matter hereof, superseding all previous oralstatements and other writings, other than the Third Amended and Restated Program License Agreementto the extent provided in Section 20.1(a) of the Amended and Restated 2011 Program LicenseAgreement with respect thereto.[*Signature page follows*]
 
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IN WITNESS WHEREOF, the parties have set their hands as of the day and year first above written.      VIDEOSERPEL, LTD.