**TABLE OF CONTENTS**       Page      1. License of Programming  3      1.1 Grant of Rights  3 1.2 Certain Specific Rights Included in Licensed Rights  6 1.3 Rights of Licensee and Licensor with Respect to Excluded Content  9 1.4 Televisa Spoiler Content  10 1.5 Sports Clips  11 1.6 Clip Exchange Arrangements  11      2. Novelas, Co-Productions and Acquired Programs, Etc.  11      2.1 Novelas  11 2.2 Acquired Completed Novelas  11 2.3 Co-Produced Content (Non Novelas)  12 2.4 Acquired Other Content (Non-Novelas)  14 2.5 Acquired Completed Content  15 2.6 Scripts  15 2.7 Local Novelas  17 2.8 Reporting, Informational Meetings and Compliance  18 2.9 Audiovisual Content Acquired Pursuant to the Mexico License Agreement  18      3. General Terms and Conditions Relating to Audiovisual Content  19      3.1 Good Faith Efforts  19 3.2 Spanish Language Platforms  19 3.3 Sale of Broadcast Rights  19 3.4 Telemundo Content  19 3.5 Pantelion Movies  20 3.6 Live Event Streaming  23 3.7 Territorial Integrity; Anti-Piracy  23 3.8 Offensive or Politically Insensitive Platforms  27      4. Sublicensing; Third Party Arrangements  27      4.1 Licensee Right to Sublicense  27 4.2 Licensor Approval  29 4.3 Licensor Approval Procedures  29 4.4 Exceptions to Licensor Approval  31 4.5 Interactive Functionality; Technological Enhancements  31      5. Downloads  32      5.1 Download to Own (DTO)  32 5.2 Download to Rent (DTR)  34      6. Additional Spanish Language Platforms; Grupo Televisa First Negotiation  34      6.1 Additional Spanish Language Platforms  34 6.2 Grupo Televisa Rights of First Negotiation for Services  34 6.3 No Impact on Licensee Rights  34 
 
 

 
       Page      7. Notification and Acceptance of Programming; Scheduling Cooperation  35      7.1 Timing of Availability  35 7.2 Availability Notices; Requests for Delivery  36 7.3 Cooperation  37      8. Delivery, Expenses and Use of Licensed Content  37      8.1 Delivery Procedure; Clean Versions  37 8.2 Inspection of Delivered Programs  38 8.3 Destruction or Erasure of Delivered Programs  38 8.4 Ownership; Risk of Loss  38 8.5 Restrictions on Duplication  38 8.6 Name and Likeness Rights; Promotions  39 8.7 Credits  39 8.8 Editing  39 8.9 Product Placement  43 8.10 Licensor Withdrawal of Programs  44 8.11 Digitization; Technological Enhancements  45 8.12 Ancillary Content  46 8.13 Digital Distribution Clearances  47      9. Royalty  48      9.1 Calculation of the Royalty and Royalty Base  48 9.2 Payment Schedule  54 9.3 Royalty Calculation  54 9.4 Audit Rights  55 9.5 Additional Certificates and Services  55 9.6 Packaged Sales  56 9.7 Taxes  56 9.8 Withholding  57 9.9 Venevision PLA  57 9.10 Late Payments  57 9.11 Payments for Prior Periods  57      10. Mexican Soccer  57      10.1 Owned Teams  57 10.2 Non-Owned Teams  61 10.3 General Terms and Conditions  63      11. Unsold Advertising Time  65      11.1 Grupo Televisa Rights to Unsold Advertising Time  65 11.2 Guaranteed Advertising  66 11.3 Timing For Use of Unsold Advertising  66 11.4 Location of Unsold Advertising  67 11.5 Pricing  67 11.6 Coordination  67 
 
 

 
       Page      11.7 Non-Preemptable Advertising  68 11.8 Purchase of Additional Advertising  68 11.9 Quality Standards  68 11.10 Use of Unsold Advertising for Televisa Third Party Promotion  68 11.11 Unsold Advertising Limited to Networks and Stations  68      12. Representations and Warranties  69      12.1 Licensor Representations and Warranties  69 12.2 Licensee Representations and Warranties  71 12.3 Insurance  72      13. Indemnification  72      13.1 Licensor Indemnification  72 13.2 Licensee Indemnification  72 13.3 Indemnification Procedures  73      14. Term  74      15. Dispute Resolution; Remedies  74      15.1 Expedited Arbitration  74 15.2 Dispute Resolution  78 15.3 Cure Rights; Determination of Material Breaches Leading to Right to Terminate; No Right of Appeal  79 15.4 Satisfaction of Indemnification Obligations Cures Inaccuracy of Licensor Representations and Warranties  81 15.5 Governing Law  81 15.6 Jurisdiction; Venue; Service of Process  81 15.7 Specific Performance; Injunctive Relief  81 15.8 Certain Limitations  82      16. First Opportunity Rights  82      16.1 Proposed New Businesses  82 16.2 Stand Alone Business  83 16.3 Carve Out Business  84      17. Sale of Licensee Assets  87      17.1 Sale of Networks / Stations  87 17.2 Sale of BMPI  88 17.3 Transfer of Program Rights  88      18. Committees  88      18.1 Programming, Sales and Production Committee  88 18.2 Platforms Committee  88 18.3 Proposed New Business Committee  89 18.4 Grupo Televisa Representation  89 
 
 

 
       Page      19. Monetization of Territory Audiences  89      20. Miscellaneous  89      20.1 Effect of Prior Agreements  89 20.2 Force Majeure  90 20.3 Modification  90 20.4 Waiver of Breach  90 20.5 Notices  90 20.6 Assignments  90 20.7 Further Assurances  91 20.8 Information Sharing  91 20.9 Counterparts  91 20.10 Severability  91 20.11 Language Rules of Construction  91 20.12 Headings  92 20.13 Entire Agreement  92      Annex A  A-1      SCHEDULE 1 TELEVISA CHANNEL TRADEMARK LICENSE  S-1 SCHEDULE 2 NOVELAS PRIOR TO OCTOBER 4, 2010  S-3 SCHEDULE 3 SPECIAL PANTELION MOVIES  S-4 SCHEDULE 4 APPROVED THIRD PARTY ARRANGEMENTS  S-5 SCHEDULE 5 UIN BRANDED EXPERIENCE NOTICE  S-6 SCHEDULE 6 ROYALTY BASE EXAMPLE  S-8 SCHEDULE 7 FORM OF ACCOUNTING FIRM CERTIFICATE  S-9 SCHEDULE 8 FORM OF CHIEF FINANCIAL OFFICER CERTIFICATE  S-10 SCHEDULE 9 FORM OF SALES OFFICER CERTIFICATE  S-11 SCHEDULE 10 NOTICES  S-12 SCHEDULE 11 NOVELA EXAMPLES  S-13 SCHEDULE 12 CORPORATE OPPORTUNITY EXAMPLE  S-14 SCHEDULE 13 RESTRICTED MOVIES  S-15 
 
 

 
**AMENDED AND RESTATED 2011 PROGRAM LICENSE AGREEMENT**This AMENDED AND RESTATED 2011 PROGRAM LICENSE AGREEMENT (this “Agreement”) is entered intoas of February 28, 2011 by and between Televisa, S.A. de C.V., a Mexican corporation (hereinafter“Licensor”) and Univision Communications Inc., a Delaware corporation (“Licensee”),shall be effective as of January 1, 2011 (the “Effective Date”), and as of the EffectiveDate, (i) amends and restates that certain 2011 Program License Agreement made as of the 20th dayof December, 2010 by and between Licensor and Licensee; and (ii) replaces and supersedes thatcertain Third Amended and Restated Program License Agreement made as of the 22nd day of January,2009 by and between Licensor and Licensee (the “Third Amended and Restated Program LicenseAgreement”). Capitalized terms used but not defined herein shall have the meanings set forthon Annex A attached hereto. Unless the context otherwise clearly requires, the phrases“concurrently herewith”, “as of the date hereof” and other phrases of similar import refer toDecember 20, 2010 and not February 28, 2011.**WHEREAS**, Licensor has or will have rights in the United States of America, including allterritories and possessions thereof including Puerto Rico (the “Territory”), to licensecertain Audiovisual Content originally produced in the Spanish language or with Spanish subtitlesproduced by Licensor and other entities controlled by Grupo Televisa, S.A.B. (“GT”) (GT andall of the companies it controls, including Licensor, being hereinafter referred to collectively as“Grupo Televisa”).**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 GrupoTelevisa.**WHEREAS**, Licensee operates the Networks, the Stations and other Spanish Language Platforms,and may operate 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 Licensee tolicense certain television programming for television broadcast in the Territory, and previouslyentered into that certain agreement between Licensee 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 Licensee(as between Venevision and Licensee 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) (the “Participation Agreement”).
 
 

 
**WHEREAS**, Grupo Televisa acknowledges that Licensee agreed to provide certain benefits in theThird Amended and Restated Program License Agreement in consideration for the releases provided inthe Mutual Release and Settlement Agreement, dated as of January 22, 2009, by and among Licensee,Licensor, GT and Telefutura Network, which benefits are preserved hereunder.**WHEREAS**, Broadcasting Media Partners, Inc. (“BMPI”), Licensee, GT and Licensor enteredinto that certain Memorandum of Understanding, dated as of October 4, 2010 (the “MOU”).**WHEREAS**, each of the parties, on December 20, 2010, delivered to the other party a dulyexecuted release and stipulation of discontinuance with prejudice of any and all of such party’sactions, suits and proceedings pending or threatened, claims, damages and causes of action againstthe other party relating to certain agreements specified in such release and stipulation(collectively, the “Mutual Release”), on the terms and conditions set forth therein.**WHEREAS**, Licensee and GT, on December 20, 2010, entered into that certain Amendment to theInternational Program Rights Agreement, pursuant to which Licensee and GT grant certain rights andeliminate certain obligations as between Licensee and GT only (the “IPRA Amendment”).**WHEREAS**, Licensee and Licensor, on December 20, 2010, entered into that certain 2011International Sales Agency Agreement, pursuant to which Licensee engages Licensor as its exclusivesales 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**, Videoserpel LTD (an Affiliate of Licensor) and Licensee, on December 20, 2010,entered into that certain 2011 Mexico License Agreement, and are entering into that certain Amendedand Restated 2011 Mexico License Agreement, dated February 28, 2011, pursuant to which Licenseegrants to Grupo Televisa certain rights to Broadcast in Mexico certain Audiovisual Contentoriginally produced in the Spanish language or with Spanish subtitles produced or acquired byLicensee, on terms, provisions and conditions similar to those set forth herein (the “Amendedand Restated 2011 Mexico License Agreement”).**WHEREAS**, BMPI, BMP Services II, LLC, Licensee, GT, and Televisa Pay-TV Venture, Inc., onDecember 20, 2010, entered into that certain Investment Agreement, and are entering into anamendment thereto, dated February 28, 2011, pursuant to which, among other things, GT made,directly or indirectly, an investment in BMPI and BMP Services II, LLC and acquired certain rightswith respect thereto (such agreement, together with all other related agreements and instruments asmay be required in connection therewith, the “Investment Agreement”).
 
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**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 Grupo Televisa now or in the future, with respect to Licensed Content originally produced in theSpanish language or with Spanish subtitles, the following rights (collectively, the “LicensedRights”):(i) *Programs*. The right to Broadcast Programs by means of all Licensed Media;(ii) *Movies*. The right to Broadcast Movies (other than Restricted Movies) by means of allLicensed Media;(iii) *Pantelion Movies*. The right to Broadcast Pantelion Movies by means of Free Television.For the avoidance of doubt, the parties’ respective rights and obligations with respect toPantelion Movies are subject to the terms, conditions, exceptions and exclusions of Section3.5;(iv) *Licensed Soccer Rights*. The Licensed Soccer Rights, in accordance with and pursuant tothe terms and conditions and subject to the exceptions and exclusions of Section 10;(v) *Televisa Publications Content*. The right to Broadcast Televisa Publications Content bymeans of Linear Television Channels. Licensee shall only Broadcast Televisa 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 withrespect to Excluded Content (including Televisa Publications Content) shall be subject to theterms, conditions, exceptions and exclusions of Section 1.3;(vi) *Ancillary Content.*The right to Broadcast Ancillary Content by means of all LicensedMedia. Ancillary Content shall be provided or produced by Grupo Televisa and delivered by Licensorpursuant to Section 8.12;(vii) *Clips.*The right to Broadcast, by means of all Licensed Media, (A) Televisa ProducedClips, subject to the rights of Grupo Televisa 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. TelevisaProduced Clips shall be delivered to Licensee as and when produced by Grupo Televisa. LicenseeProduced Clips shall be produced by Licensee pursuant to Section 8.8(e)(ix) or Section10.3(e); and
 
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(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 Grupo Televisa):(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 Grupo Televisa shall not, and shall not permit others to, BroadcastLicensed Content other than Movies by means of Theatrical Exhibition in the Territory during theTerm;(ii) *Pantelion Movies*. The right to permit Pantelion to Broadcast Pantelion Movies in allLicensed Media (other than Free Television) and by means of Theatrical Exhibition, pursuant to theterms and conditions and subject to the exceptions and exclusions of Section 3.5;(iii) *Videogames*. The right to, and to permit others to, Broadcast Videogames;provided, that such Videogames (other than the “Lucha Libre Heroes of the Ring” Videogameexisting as of the date hereof) shall not incorporate any clip, segment, or portion of LicensedContent, other than (x) in any sports-themed and branded Videogame, up to ninety (90) secondsindividually and five (5) minutes (in the aggregate) of non-interactive Ancillary Content or clips,vignettes, video recaps, highlight reels or other similar short-form Audiovisual Content composedof excerpts from sports Programs or Licensed Mexican Soccer Games (provided, that no suchclips, vignettes, video recaps, highlight reels or other similar short-form Audiovisual Contentshall be included in any Videogame until six (6) months after the applicable or underlying LicensedContent has been made available to Licensee hereunder), and (y) in any other Videogame, up toninety (90) seconds individually and five (5) minutes (in the aggregate) of non-interactiveAncillary 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;(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) *Televisa 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 Televisa Publications Content, the right to, and to permit othersto, Broadcast Televisa Publications Content only on Grupo Televisa’s proprietary sites andplatforms and third party sites and platforms (other than on any LinearTelevision Channel in the Territory, which shall not be permitted in any instance);provided, that if Grupo Televisa elects to Broadcast any Televisa Publications Content on athird party site or platform in any Licensed Media during the Term in the Territory on an exclusivebasis, Licensor shall provide to Licensee an exclusive Right of First Negotiation / First Refusalto license such Televisa Publications Content on an exclusive basis for Broadcast by means of suchLicensed Media;
 
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(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 Grupo Televisa business, including its magazines, Theatrical Exhibition ofits movies, its consumer products, its Videogames and its Hard Good Home Videograms;(viii) *Televisa Training Content*. The right to, and to permit others to, Broadcast TelevisaTraining Content to its employees or consultants or for general corporate purposes;(ix) *Televisa 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 Televisa New Business Content only on Grupo Televisa’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 Grupo Televisashall not, and shall not permit others to, Broadcast any Licensed Content dubbed, subtitled orotherwise 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.(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 such closedcaptions 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 itsservice, such Spanish language closed captioning services shall not, in and of itself, causeprogramming produced in a language other than Spanish and Broadcast on DirecTV to be deemed“subtitled in Spanish” for purposes of this Agreement.
 
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(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. Licensee and its controlled Affiliates,and other persons to whom Licensee sublicenses or otherwise transfers rights to the LicensedContent shall, in connection with the exercise of the Licensed Rights, comply with any RightsRestrictions with respect to each item of Licensed Content, in each case, as notified by Licensorto Licensee in an Availability Notice 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) *Controlled Affiliates*. The Licensed Rights include the right to permit controlledAffiliates of Licensee to exercise the Licensed Rights (and all other rights and entitlementshereunder attendant and appurtenant thereto) to the same extent, and subject to the same terms,conditions, exceptions, exclusions and obligations as Licensee (and such permitted use shall not bedeemed a sublicense for purposes of this Agreement); provided, that if a person ceases tobe a controlled Affiliate of Licensee during the Term, the right of such person to exercise theLicensed Rights under this Section 1.2(a)(i) shall automatically cease and such personshall thereafter be deemed a sublicensee, 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 Licensee and itscontrolled Affiliates, and the Network Affiliates (and such permitted use shall not be deemed asublicense for purposes of this Agreement); provided, that if a person ceases to be aNetwork Affiliate of Licensee during the 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 Grupo Televisa 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 intoEnglish for SAP (secondary audio programming) or into Spanish for audio description for thevisually impaired, in each case of Spanish Language Platforms, in each case, subject to theapproval of the Televisa Editing and Dubbing Appointee (such approval not to be unreasonablywithheld, conditioned or delayed); 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) Grupo Televisa Channels.(i) *Rights to Televisa 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 Televisa Channels, to the extent thatsuch Televisa Channels are comprised of Licensed Content. Licensee shall also have the right to(A) complement or replace Audiovisual Content on the Televisa 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 Televisa Channels as Broadcast by Licensee; and (C) customize /reconfigure existing programming offerings on such Televisa Channels (e.g., by changing the orderof programming (including Licensed Content)). Any edits, additions or deletions to any LicensedContent contained on any Televisa Channel or any Licensed Content used to replace any AudiovisualContent on any Televisa Channel shall be subject (to the extent applicable) to the editing termsand conditions set forth in Section 8.8 (it being understood and agreed that any suchcomplements, replacements, customizations or reconfigurations by Licensee with respect to thesequence, composition, presentation and/or delivery of the Audiovisual Content Broadcast that donot change the internal content of any Licensed Content on any such Televisa Channel (including thereplacement of such Audiovisual Content with alternative Audiovisual Content) shall not beconsidered an edit, addition, deletion, change or modification by Licensee and no such actionsshall be subject to Section 8.8). Upon Licensee’s request, Licensor shall, subject to theparties’ mutually agreeing on a budget, carry out such complements, replacements, customizations orreconfigurations and other similar modifications to the Televisa Channels pursuant to thisSection 1.2(d)(i); it being understood that such budget (I) shall be no greater than thesum of the actual, out-of-pocket costs paid by Grupo Televisa inorder to complete such complements, replacements, customizations, reconfigurations and othersimilar modifications, plus a reasonable internal overhead cost allocation (consistent with GrupoTelevisa’s standard practices for pricing such services for use among its internal departments anddivisions); and (II) shall be no greater than the market price (i.e., on an arms length basis) forthe services in question.
 
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(ii) *Rights to Televisa Packaged Programming Offerings*. Licensee shall have rights, on theterms, conditions, exceptions and exclusions contained herein, to Grupo Televisa’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 Grupo Televisavideo-on-demand classic Novela “channel” containing Novelas selected and packaged by GrupoTelevisa) that Grupo Televisa 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 Televisa Channels contained in Section 1.2(d)(i).(iii) *Televisa Channel Marks*. In accordance with its exercise of the rights to TelevisaChannels and other packaged and branded programming offerings, Licensee shall have the right, butnot the obligation to use the Televisa Channel Marks in accordance with the trademark license setforth on Schedule 1 attached hereto; provided, that Licensee shall have theobligation to use such Televisa Channel Marks with respect to any Televisa 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 a TelevisaChannel or packaged programming offering change the genre or integrity of such Televisa Channel orpackaged programming offering, then Licensee shall, upon Licensor’s reasonable request, cease, assoon as reasonably practicable, the use of the Televisa Channel Marks relating to such customizedor reconfigured Televisa Channel or packaged programming offering.(iv) *No Impact on Other Licensee Rights*. Nothing contained in this Section 1.2(d)shall impair or restrict Licensee’s right to Broadcast in any Licensed Media during the Term, inthe Territory (whether on channels, networks, programming services or on a stand-alone basis) anyindividual item of Licensed Content (whether or not Broadcast by Grupo Televisa on any TelevisaChannel 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.
 
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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**(ii) *Grupo Televisa Non-Exclusive Right to Charitable/Religious Content.*Grupo Televisa shallhave the non-exclusive right to Broadcast Charitable/Religious Content in the Territory during theTerm only by means of the Internet. Notwithstanding the foregoing, Grupo Televisa shall not bepermitted to Broadcast, license or otherwise make available for Broadcast any Charitable/ReligiousContent during the Term in the Territory on a Linear Television Channel, or on a continuousstreamed basis as to constitute, or take on the characteristics of, a Linear Television Channel.Grupo Televisa shall not license or otherwise make available any Charitable/Religious Content toany third party in the Territory during the Term.1.3 **Rights of Licensee and Licensor with Respect to Certain Excluded Content**.(a) Terms and Conditions Regarding Grupo Televisa’s Rights to Broadcast ExcludedContent. Notwithstanding any other provisions of this Agreement, Grupo Televisa’s rights toBroadcast Excluded Content in the Territory during the Term shall be subject to the followingterms, conditions, exceptions and exclusions:(i) *Limitations on Televisa Produced Clips*. Grupo Televisa’s Broadcast of the TelevisaProduced Clips shall be only by means of Internet. In addition, with respect to any TelevisaProduced Clips of sports events, (A) Grupo Televisa shall Broadcast such Televisa Produced Clipsonly with at least a five (5) minute delay from the applicable live sports event; and (B) subjectto any Clip Exchange Arrangements, Grupo Televisa shall not sublicense or otherwise make availableany such Televisa Produced Clips to ***.(ii) *No Linear Channels*. Grupo Televisa will not be permitted to Broadcast, sublicense orotherwise make available for Broadcast any Televisa Publications Content, Televisa TrainingContent, Televisa Produced Clips or Televisa New Business Content during the Term in the Territoryon a Linear Television Channel, or on a continuous streamed basis as to constitute, or take on thecharacteristics of, a Linear Television Channel (other than the Broadcast of Televisa Carve OutBusiness Content on the Linear Television Channel acquired by Televisa as a Carve Out Business inaccordance with the terms and conditions of Section 16.3).(iii) *Limitation on Sports Related Televisa Publications Content*. During the Term, TelevisaPublications 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 Licensee, its controlled Affiliates or itspermitted sublicensees (or, in the case of permitted sublicensees, if Licensor is not notified ofsuch Broadcast 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 to Broadcast ExcludedContent in the Territory shall be subject to the following terms, conditions, exceptions andexclusions:(i) *Televisa Publications Content.*(A) All Broadcasts by Licensee of any Televisa Publications Content on the Specified Channels(and pursuant to MVPD Arrangements with respect to the Specified Channels) shall retain allpromotional materials that Grupo Televisa embeds in such Televisa Publications Content;provided, that such promotional materials shall only be required to be retained to theextent that they promote the applicable Televisa Publication and/or its website (and shall notpromote any other website or platform owned or controlled by Grupo Televisa, including Esmas.com)and are limited to one or more of (1) a fixed brand bug of a size consistent with customaryindustry practice; (2) up to a lower third graphical brand or URL (uniform resource locator)presence for up to twenty percent (20%) of the duration of the applicable Televisa PublicationsContent; and (3) a brand or URL presence on the starts and finishes of the applicable TelevisaPublications Content. Licensee shall have the right to remove any promotional materials to theextent 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 Televisa Publications Content to anythird party. For the avoidance of doubt, the foregoing shall not prohibit the Broadcast of suchTelevisa 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 TelevisaPublications Content and Televisa Produced Clips (pursuant to the terms and conditions and subjectto the exceptions and exclusions herein).1.4 **Televisa Spoiler Content**. Licensor shall use commercially reasonable efforts toensure that Grupo Televisa does not Broadcast, publish, include or otherwise make available to thegeneral public in the Territory, any Televisa Spoiler Content in any Territory-specific versions oreditions of any of Grupo Televisa’s Publications or by means of any Broadcast of Excluded Content;provided, that such obligation shall not be applicable before six (6) months prior toLicensee’s Broadcast of the relevant Program and Licensee will give Licensor reasonable notice toenable Licensor to comply with this obligation. In the event that Licensee notifies Licensor inwriting that any Televisa Spoiler Content is being so Broadcast, published, included or otherwisemade available by Grupo Televisa (or any licensee in the Territory) to the general public in theTerritory, Licensor will ensure that Grupo Televisa (and will use commercially reasonable effortsto cause such licensee in the Territory to) promptly (but in the case of Grupo Televisa, in noevent later than forty-eight (48) hours following receipt by Licensor of such notice fromLicensee), removes or takes down such Televisa Spoiler Content. The obligations of Licensor underthis Section 1.4shall not apply to Televisa Spoiler Content contained in Licensed Content made available forBroadcast by Licensee in the Territory, to which the provisions of Section 8.8(e)(i) shallapply.
 
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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 Televisa 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 respectto the following respective categories 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 Grupo Televisa (or a licenseeof Grupo Televisa of such Novela) in any media in Mexico to be Licensed Content, and the Broadcastrights in all Licensed Media in the Territory in and to such Novelas shall be exclusively licensedto Licensee hereunder in the Territory during the Term, except (a) Acquired CompletedNovelas to which Grupo Televisa has not acquired any Broadcast rights in any Licensed Media in anypart of the Territory; and (b) those Novelas acquired prior to October 4, 2010 to the extent towhich Grupo Televisa does not have Broadcast rights in any Licensed Media in part or all of theTerritory. Schedule 2 hereto contains, to the best of Licensor’s knowledge, a full andcomplete list of all Novelas (other than Acquired Completed Novelas) that were acquired by GrupoTelevisa between December 31, 2001 and the date hereof and with respect to which Licensor has notobtained and has not licensed to Licensee the Broadcast rights in any Licensed Media in theTerritory.2.2 **Acquired Completed Novelas**. Notwithstanding anything contained in Section2.1:(a) Information; Facilitation of Negotiation. If Grupo Televisa 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 contactinformation of the seller or third party licensor). Licensor shall also provide otherinformation reasonably requested by Licensee (to the extent Grupo Televisa has such information andis not legally or contractually restricted from sharing it). Upon Licensee’s request, Licensorshall put Licensee in contact with such seller or third party licensor and use commerciallyreasonable efforts to facilitate a negotiation between Licensee and such seller or third partylicensor so that Licensee may attempt to acquire or license the Broadcast rights in the Territoryto such Acquired 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 Broadcast rightsin the Territory because such rights are subject to a bona fide, contractual commitment to a thirdparty existing prior to Grupo Televisa having any discussions with such seller or third partylicensor in respect of such Acquired Completed Novela; or (ii) refuses to negotiate with Licensee,then Grupo Televisa 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 (provided, that this sentence shall not bedeemed to affect the calculation of the Royalty Base or the operation of Section 9).(d) Grupo Televisa Ability to Acquire Rights. Notwithstanding the foregoing, theprovisions of this Section 2.2 shall not restrict or impede the ability of Grupo Televisato 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 Grupo Televisa 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 Grupo Televisa 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 effortsto facilitate a negotiation among Licensee, Grupo Televisa and the third-party co-producer(s)so that Licensee, at its sole option, may elect to either:(i) *Licensee Option to Co-Produce*. Co-produce such Audiovisual Content along with GrupoTelevisa and the third party co-producer(s), whereby (A) Licensee would acquire Broadcast rights,as determined by the parties, in at least the Territory and Grupo Televisa would acquire Broadcastrights, as determined by the parties, in at least Mexico to such Audiovisual Content; (B) Licenseeand Grupo Televisa would negotiate in good faith any other rights to such Audiovisual Content to beobtained or retained by Grupo Televisa and/or Licensee; and (C) Licensee and Grupo Televisa wouldeach bear a percentage of the combined cost of all rights to such Audiovisual Content obtained orretained by Licensee or Grupo Televisa, which percentages shall be negotiated by the applicableparties in good faith based 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, GrupoTelevisa and the third party co-producer(s) (or other holder of such rights); provided,that if Licensee, Grupo Televisa and such third party co-producer(s) (or other holder of suchrights) cannot agree on such license fee after good faith efforts to do so, Grupo Televisa and thethird party co-producer (or other holder of such rights) may thereafter only license such Broadcastrights to one or more third parties and only for a license fee that is greater than the highestlicense fee that Licensee previously offered to pay in such negotiations. For the avoidance ofdoubt, neither Grupo Televisa nor such third-party co-producer (or other holder of such rights) mayoffer any third party a different or less expansive Broadcast rights package as compared to apackage offered to Licensee, without, in each case, first offering Licensee the right to negotiatefor the license of such rights package pursuant to this Section 2.3(a)(ii).(b) Licensor Cost Sharing. Notwithstanding anything contained in Section2.3(a)(ii), in the event that Licensee acquires or licenses any Broadcast rights in theTerritory during the Term to any Co-Produced Content from the third party co-producer or GrupoTelevisa in accordance with Section 2.3(a)(ii), Licensor will pay to Licensee, uponprovision by Licensee of appropriate documentation evidencing such costs, an amount equal to fiftypercent (50%) of all fees, costs and/or other amounts paid or payable, whether in cash or in kind(including any in-kind contributions of the type described in Section 2.3(e)), by Licenseeto such third party co-producer and/or Grupo Televisa to acquire or license such rights.(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 Grupo Televisahaving any discussions with such third party co-producer in respect of such Co-Produced Content; or(ii) refuses to negotiate with Licensee, then Grupo Televisa may, at any time after notice has beendelivered to Licensee pursuant to Section 2.3(a), obtain any Broadcast rights in and tosuch Co-Produced Content (other than rights to Broadcast in Licensed Media during the Term in theTerritory) and such Co-Produced Content shall not be Licensed Content;provided, however, that Grupo Televisa shall not be permitted to enter into anarrangement for any Co-Produced Content with a third party co-producer if Grupo Televisa hasobtained Broadcast rights in Mexico from such third party (or any of its Affiliates) for anyCo-Produced Content under this Section 2.3 (excluding only Musical Concerts initiallyBroadcast live) or any Acquired Other Content from such party (or any of its Affiliates) underSection 2.4 (excluding only Musical Concerts initially Broadcast live) within theimmediately preceding twelve (12) months (as measured from the date on which Licensor delivered thenotice to Licensee under Section 2.3(a) or 2.4(a), as applicable).
 
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(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 GrupoTelevisa, and for the avoidance of doubt, such rights in and to such Co-Produced Content shall notbe included in the Licensed Rights hereunder or be subject to any of the terms and conditions ofthis Agreement (provided, that this sentence shall not be deemed to affect the calculationof the Royalty, the Royalty Base or the operation of Section 9).(e) Costs; Budget. If there are any contributions in kind by Licensee or GrupoTelevisa to the Co-Produced Content, any determination of “price” or of Grupo Televisa’s orLicensee’s payments for their share of the combined Broadcast rights for Mexico and the Territory,as the case may be, shall include the actual cost (and not the fair market value) of suchnon-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 shall include 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.(f) Grupo Televisa 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 Grupo Televisa within a reasonable period of time so as notto jeopardize Grupo Televisa’s ability to acquire rights outside the Territory, Grupo Televisa mayobtain any Broadcast rights (other than rights to Broadcast in Licensed Media during the Term inthe Territory) to the Co-Produced Content in question and such Co-Produced Content will not beLicensed Content.2.4 **Acquired Other Content (Non-Novelas)**.(a) Information; Facilitation of Negotiation. If Grupo Televisa 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 Grupo Televisa has such information and is not legally or contractuallyrestricted 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 the seller or third party licensor so that Licenseemay attempt to acquire or license the Broadcast rights in the Territory to such Acquired OtherContent.
 
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(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 Grupo Televisa having any discussions with such seller or third party licensor inrespect of such Acquired Other Content; or (ii) refuses to negotiate with Licensee, then GrupoTelevisa may, at any time after notice has been delivered pursuant to Section 2.4(a),obtain any Broadcast rights in and to such Acquired Other Content (other than rights to Broadcastin the Licensed Media during the Term in the Territory) and such Acquired Other Content will not beLicensed Content; provided, however, that Grupo Televisa will not be permitted toenter into an arrangement for any Acquired Other Content with such third party if Grupo Televisahas obtained Broadcast rights in Mexico from such third party (or any of its Affiliates) for anyAcquired Other Content under this Section 2.4 (excluding only Musical Concerts initiallyBroadcast live) or any Co-Produced Content from such party (or any of its Affiliates) underSection 2.3 (excluding only Musical Concerts initially Broadcast live) within theimmediately preceding twelve (12) months (as measured from the date on which Licensor delivered thenotice to Licensee under Section 2.3(a) or 2.4(a), as applicable).(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 (provided,that this sentence shall not be deemed to affect the calculation of the Royalty, the Royalty Baseor the operation of Section 9).(d) Grupo Televisa Ability to Acquire Rights. The provisions of this Section2.4 will not restrict or impede the ability of Grupo Televisa 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 Section 2.4(a).If Grupo Televisa so acquires or licenses Broadcast rights outside the Territory to such AcquiredOther Content, then such Acquired Other Content shall not be Licensed Content.2.5 **Acquired Completed Content**. Nothing contained in this Agreement shall preventGrupo Televisa from acquiring Broadcast rights outside the Territory to any Acquired CompletedContent.2.6 **Scripts**.(a) Sale of Scripts. Grupo Televisa will be permitted to sell rights in any Script toa third party so long as, in connection with such sale, Grupo Televisa 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 tothe extent such credits are required to be retained under applicable Law), etc.). Any AudiovisualContent produced from such sold Script will not be Licensed Content, Co-Produced Content, anAcquired Completed Novela or Acquired Other Content solely by reason of Grupo Televisa’s formerownership of rights in such sold Script.
 
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(b) Exchange of Scripts. Grupo Televisa 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) GrupoTelevisa divests (subject to Section 2.6(c)) itself of all right, title and interest in andto such Divested Script, including any Broadcast rights outside the Territory and any otherinterest (whether monetary or otherwise) in such Divested Script (e.g., profit participations,revenue shares, options, reversion rights, credits (except to the extent such credits are requiredto be retained 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 Grupo Televisa’s former ownership of rights in suchDivested Script.(c) Grupo Televisa Retention of Mexican Broadcast Rights. If, during the Term, in anysale, trade or exchange of a Script addressed in Section 2.6(a) or (b), GrupoTelevisa retains any rights to Broadcast in Mexico in any Licensed Media any Audiovisual Contentoriginally produced in the Spanish language or with Spanish subtitles produced from any such soldScript or Divested Script, Grupo Televisa will also retain the same rights to Broadcast suchAudiovisual Content in such Licensed Media in the Territory for the same period, to the extentwithin the Term (and such Audiovisual Content originally produced in the Spanish language or withSpanish subtitles, to the extent of such rights, once produced, will automatically and immediatelybe deemed Licensed Content hereunder to the extent it would otherwise constitute Licensed Contentand the rights to Broadcast such Licensed Content in the Licensed Media will be exclusivelylicensed to Licensee as part of, and to the full extent of, the Licensed Rights in the Territoryduring the Term).(d) Scripts for Non-Spanish Language Productions. For the avoidance of doubt, GrupoTelevisa will be permitted to sell or exchange in any manner (*i.e.*, the restrictions of paragraphs(a), (b) and (c) of this Section 2.6 do not apply) any Script that is not intended to beoriginally produced in the Spanish language or with Spanish subtitles; provided, that GrupoTelevisa prohibits, in a binding agreement with the purchaser or transferee of any such Script, theproduction of any Audiovisual Content based on such Script that is originally produced in theSpanish language or with Spanish subtitles. For the avoidance of doubt, the aforementionedcontractual prohibition shall apply to any successors, transferees, licensees or assigns ofsuch purchaser or transferee.
 
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2.7 **Local Novelas**.(a) Co-Produced Local Novelas. With respect to any Co-Produced Local Novela whereGrupo Televisa participates in the co-production of the Co-Produced Local Novela in whole or inpart in exchange for the right of Grupo Televisa 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), Grupo Televisa 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 Mexico (in which casesuch Co-Produced Local Novela shall not be deemed to be Licensed Content or an Acquired CompletedNovela hereunder unless and until Grupo Televisa Broadcasts such Co-Produced Local Novela inMexico, and at such time, the Co-Produced Local Novela will automatically and immediately be deemedLicensed Content hereunder to the extent it would otherwise constitute Licensed Content and therights to Broadcast such Co-Produced Local Novela in the Licensed Media will be exclusivelylicensed to Licensee as part of, and to the full extent of, the Licensed Rights in the Territoryduring the Term); or (ii) to acquire Broadcast rights to such Co-Produced Local Novela for Mexicoand the Territory (such that the rights to Broadcast such Co-Produced Local Novela, in the LicensedMedia during the Term (or such shorter period equivalent to the term of rights acquired by GrupoTelevisa in Mexico) in the Territory, would be and are licensed exclusively to Licensee hereunderas part of, and to the full extent of, the Licensed Rights in the Territory during the Term). Forthe avoidance of doubt, any new Novela produced by Grupo Televisa based on a Script underlying aCo-Produced Local Novela acquired by Grupo Televisa as contemplated by this Section 2.7(a)shall be subject to Section 2.1 and shall constitute Licensed Content.(b) Televisa Local Novelas. Notwithstanding anything to the contrary containedherein, with respect to any Televisa Local Novela, Grupo Televisa 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 Televisa Local Novela in the Territory or inMexico (in which case such Televisa Local Novela shall not be deemed to be Licensed Content or anAcquired Completed Novela hereunder unless and until Grupo Televisa Broadcasts such Televisa LocalNovela in Mexico, and at such time, the Televisa Local Novela will automatically and immediately bedeemed Licensed Content hereunder to the extent it would otherwise constitute Licensed Content andthe rights to Broadcast such Televisa Local Novela in the Licensed Media will be exclusivelylicensed to Licensee as part of, and to the full extent of, the Licensed Rights in the Territoryduring the Term); or (ii) to acquire the Broadcast rights to such Televisa Local Novela for Mexicoand the Territory (such that the rights to Broadcast, in Licensed Media during the Term (or suchshorter period equivalent to the term of rights acquired by Grupo Televisa in Mexico) in theTerritory, such Televisa Local Novela, would be and are licensed exclusively to Licensee hereunderas part of, and to the full extent of, the Licensed Rights in the Territory during the Term).(c) Notice. Licensor shall inform Licensee at each Informational Meeting of anyarrangements that Grupo Televisa has entered into for a Co-Produced Local Novela orTelevisa Local Novela since the immediately preceding Informational Meeting (or ifInformational Meetings have not yet taken place during the Term, since the Effective Date).
 
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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 Televisa 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 Grupo Televisa regarding such planned Co-ProducedContent, Acquired Other Content, Acquired Completed Novelas, Co-Produced Local Novelas and TelevisaLocal Novelas or Script exchanges or divestitures, including: (i) a reasonably detailed descriptionof such Audiovisual Content or Script; (ii) the identity of the third party producer, co-produceror owner (as applicable) with respect to such Audiovisual Content or Script; and (iii) any otherinformation required to be provided with respect to any such Audiovisual Content or Script underthis Section 2.(b) Grupo Televisa Certification. Within sixty (60) days of the end of each fiscalyear, the highest-ranking production officer of Grupo Televisa 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, Televisa Local Novela and anyScript exchanges or divestitures, in each case, if any, entered into by Grupo Televisa in the prioryear, (i) Grupo Televisa 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 Grupo Televisa 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 Grupo Televisa with the provisions contained in this Section 2 relating toCo-Produced Content, Acquired Other Content, Acquired Completed Novelas, Co-Produced Local Novelas,Televisa 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 Grupo Televisa or the relevantseller, third party licensor or co-producer with respect to such agreement or arrangement.(d) Acquired Completed Content. For the avoidance of doubt, Licensor will not berequired to provide any information for or regarding Acquired Completed Content.2.9 **Audiovisual Content Acquired Pursuant to the Mexico License Agreement**. For theavoidance of doubt, no Audiovisual Content acquired by Grupo Televisa from Licensee, its Affiliatesor third parties pursuant to the provisions of Sections 1 and 2 of the Amended and Restated 2011Mexico License Agreement shall be deemed to be Licensed Content, licensed hereunder, or subject tothe provisions of this Section 2.
 
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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) UIN Branded Experiences,in each case, involving the Broadcast of Licensed Content through a distributor or aggregator ofmulti-lingual Audiovisual Content (e.g., Comcast, YouTube, Apple / iTunes); or (b) pursuant to ClipExchange Arrangements. For the avoidance of doubt, the restriction in this Section 3.2shall not preclude 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 the exceptions and exclusions ofSection 1 and Section 2, Licensor shall not, and shall cause Grupo Televisa not to,sell, license or otherwise alienate any Broadcast rights in any Licensed Media in the Territory toany Audiovisual Content to the extent such Broadcast rights would be reasonably expected (absentsuch sale, license or other alienation) to become Licensed Rights, and to vest with Licensee duringthe Term.3.4 **Telemundo Content**. Audiovisual Content (a) produced or co-produced by or forTelemundo Communications Group Inc. (“Telemundo”), NBC Universal, Inc., or their respectivesubsidiaries or controlled Affiliates and licensed to Grupo Televisa for Broadcast outside theTerritory pursuant to the license and relationship agreements entered into by Grupo Televisa,Telemundo and certain of their respective Affiliates as of March 14, 2008 and October 3, 2008, asamended; provided, that Grupo Televisa shall not agree to any amendment of such agreementsthat would adversely affect Licensee’s rights hereunder (it being understood that a mere renewal orextension of the term ofsuch agreement shall not be deemed to adversely affect Licensee’s rights hereunder); and (b)that meets (or with respect to future content, will meet) the definition of Acquired CompletedContent or Acquired Completed Novela (as applicable), shall not be included in the Licensed Contentor Licensed Rights hereunder or subject to any of the terms and conditions of this Agreement. Forthe avoidance of doubt, nothing contained in this Section 3.4 shall in any way limit theparties respective rights and obligations under Section 2 (other than with respect toAcquired Completed Novelas and Acquired Completed Content).
 
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3.5 **Pantelion Movies**. The following additional terms, conditions, exceptions and exclusions shall apply toPantelion Movies:(a) Pantelion Venture. Notwithstanding the provisions of that certain LimitedLiability Company Agreement dated as of July 26, 2010 by and among Artisan Entertainment Inc.(together with any successors thereof, “Lionsgate”), Videocine, S.A. de C.V. (together withany successors thereof, “Videocine”), and Pantelion, LLC (the “Pantelion LLCAgreement”), the primary business purpose of Pantelion is distributing Pantelion Movies in theTerritory. Licensor represents and warrants that Grupo Televisa has, and will have, no obligationto produce all, or any minimum number of, motion pictures through Pantelion (or with Lionsgate orits Affiliates) during the Term, and Grupo Televisa is not and will not be restricted by anyagreement with Pantelion, Lionsgate or otherwise in connection with the Pantelion arrangement, fromproducing or acquiring motion pictures outside Pantelion (or with parties other than Lionsgate orits Affiliates) at any time during the Term. In connection with the foregoing, the partiesacknowledge and agree that, subject to Licensee’s Rights of First Negotiation / First Refusal setforth in Section 3.5(d), and so long as Pantelion’s business activities remain generallyconsistent with the foregoing (and for the avoidance of doubt, Pantelion’s production anddistribution activities do not expand to any Audiovisual Content originally produced in the Spanishlanguage or with Spanish subtitles other than Pantelion Movies), the Broadcast, license ordistribution by Pantelion of the Pantelion Movies in the Territory by means of any Licensed Media(other than Free Television) shall not constitute a breach of this Agreement by Licensor.(b) Transactions between Grupo Televisa and Pantelion.(i) Sale of Movies. Grupo Televisa (including Videocine) shall not sell or licenseany Broadcast rights to any movie in any Licensed Media in the Territory to Pantelion and/orLionsgate or any of their respective Affiliates (collectively, the “Pantelion Parties”),without the express written consent of Licensee; provided, that the Movies set forth onSchedule 3 shall be deemed to have been consented to by Licensee and shall be deemed to bePantelion Movies hereunder, and Licensee shall be licensed the Free Television Broadcast rightswith respect to each such Pantelion Movie, as set forth in Section 3.5(c), and shall have aRight of First Negotiation / First Refusal to acquire Broadcast rights in all other Licensed Mediato each such Pantelion Movie, as set forth in Section 3.5(d).(ii) Acquisition of Movies. Grupo Televisa shall not acquire any Broadcast rights toany movie or Pantelion Movie in any Licensed Media in the Territory from any Pantelion Party.(iii) Production of Movies. Any movies produced solely by Grupo Televisa (includingVideocine) shall constitute Movies or Programs (as applicable) hereunder, and the Broadcast rightsin the Licensed Media in the Territory in and to any such movies shall be licensed as a Movie orProgram (as applicable) exclusively to Licensee hereunder as part of the Licensed Rights.(iv) Co-Productions. No Grupo Televisa party (except only Videocine) shall co-produceany movie with a Pantelion Party. Videocine may co-produce movies anticipated to be PantelionMovies with Pantelion Parties, or for the benefit of Pantelion, in each case, only pursuant to, andin accordance with, the following:(A) any co-production must include Videocine and one or more Co-Production Partners (i.e.,unaffiliated with all of Grupo Televisa, Lionsgate and the Pantelion Parties), which shall notpreclude the participation of other co-producers affiliated with Lionsgate and/or PantelionParties;
 
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(B) one or more of such Co-Production Partners must (1) provide a specific and significantcontribution underlying such movie (examples of such specific and significant contributions includeScripts, the provision of multiple essential creative elements (e.g., several of key cast members,key artistic director, executive director and/or executive producer) having no affiliation with anyof Grupo Televisa, Lionsgate or any Pantelion Parties, but shall not include financing or othercontributions of a fungible nature; provided, that financing or other fungiblecontributions may be contributed in addition to such specific and significant contributions); and(2) meaningfully participate in, or exercise meaningful controls or approvals over, the developmentand production of such movie; provided, however, that in the case of a movieco-produced by and among Videocine, Lionsgate (or its Affiliates) and one or more otherCo-Production Partners, the specific or significant contribution of the other Co-ProductionPartner(s) may consist of financing; and(C) Videocine, the applicable Pantelion Party(ies) and the applicable Co-Production Partner(s)shall provide to Licensee information and facilitate with Licensee a negotiation for Licensee toco-produce the applicable movie, on terms to be negotiated by the parties in good faith. IfLicensee elects, in its sole discretion, not to co-produce the applicable movie, the applicablemovie shall be deemed to be a Pantelion Movie hereunder and Licensee shall be licensed the FreeTelevision Broadcast rights with respect to such Movie, as set forth in Section 3.5(c), andshall have a Right of First Opportunity / First Refusal to acquire Broadcast rights in otherLicensed Media to such Pantelion Movie, as set forth in Section 3.5(d).(c) Free Television Rights to Pantelion Movies. If necessary (or if reasonablyrequested by Licensee at any time), Licensor shall cause Pantelion to license all Free Televisionrights in and to Pantelion Movies directly to Licensee. Licensee shall not be obligated to makeany payments or incur any costs (other than the Royalty) for such Free Television rights.(d) Right of First Negotiation / First Refusal. Licensor shall provide, or shallcause Videocine or Pantelion to provide, to Licensee a Right of First Negotiation / First Refusalto acquire and/or license the exclusive right to Broadcast, on a Pantelion Movie-by-PantelionMovie basis, each Pantelion Movie by means of each Licensed Media in the Territory (other thanby means of Free Television, which is exclusively licensed to Licensee hereunder). Licensor shallcause Pantelion to enter into a direct agreement with Licensee (or its applicable Affiliate)evidencing such Rights of First Negotiation / First Refusal. Notwithstanding the foregoing, ifPantelion intends to exploit a package of Pantelion Movies, then Licensee’s Right of FirstNegotiation / First Refusal with respect to such Pantelion Movies will be on a packaged basis(i.e., to license all of the Pantelion Movies in the package); provided, that none ofLicensor, Videocine or Pantelion may offer any such packaged Pantelion Movies on an individualbasis (or in any package that is different from the package offered to Licensee), without, in eachcase, first offering Licensee the right to negotiate for the license of applicable rights to suchindividual Pantelion Movie (or different package) pursuant to this Section 3.5(d). For theavoidance of doubt, the Right of First Negotiation / First Refusal granted to Licensee under thisSection 3.5(d) shall not apply to the Broadcast of Pantelion Movies by means of TheatricalExhibition or Hard Good Home Videograms (neither of which constitute Licensed Media).
 
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(e) Classification of Pantelion Movies. For the avoidance of doubt, Pantelion Moviesshall constitute Licensed Content only to the extent of the license of Free Television Broadcastrights to Licensee under Section 1.1(a)(iii). Further, it is understood and agreed thatany rights licensed to, or acquired by, Licensee in connection with the exercise of its Right ofFirst Negotiation / First Refusal set forth in Section 3.5(d) shall not constitute part ofthe Licensed Rights and will not be subject to the terms and conditions of this Agreementapplicable to Licensed Content (provided, that this Section 3.5(e) shall not bedeemed to affect the calculation of the Royalty, the Royalty Base or the operation of Section9).(f) Information Regarding Pantelion. Licensor has provided Licensee, under coverdated December 1, 2010, with a redacted form of the Pantelion LLC Agreement (the “CurrentPantelion LLC Agreement”). If Licensor or Videocine amends the Current Pantelion LLCAgreement in a manner which directly or indirectly impacts adversely the rights granted to Licenseehereunder, or enters into any new, extended or renewed agreement with respect to Pantelion whichdirectly or indirectly impacts adversely the rights granted to Licensee hereunder during the Term,Licensor shall, within fifteen (15) Business Days of execution thereof, provide a true and correctcopy of such agreement to Licensee; provided, that Licensor may redact such agreementsolely so as not to disclose economic terms and other terms not directly or indirectly affectingLicensee’s rights hereunder adversely. Notwithstanding anything to the contrary contained herein,in no event shall any new, extended or renewed agreement between or among any of Grupo Televisa,Lionsgate and/or Pantelion (and/or any of their respective Affiliates) during the Term limit,impair or otherwise affect any of the agreements, representations, warranties or covenants made byLicensor under this Section 3.5 and Section 12 below, including by expanding the“primary business purpose” of Pantelion beyond the scope described above in Section 3.5(a).(g) Information Regarding Pantelion Movies and Availability. Upon Licensee’s request,Licensor shall provide Licensee with information regarding Pantelion Movies including thedistribution rights to which are contemplated to be acquired by Pantelion or Pantelion Movies thathave been greenlit for production or co-production by Pantelion (including scheduled completion anddelivery dates, anticipated production budgets and any other information reasonably requested byLicensee and available to Grupo Televisa) in order to helpenable Licensee to fully and meaningfully exercise the Licensed Rights in and to the PantelionMovies and Licensee’s Right of First Negotiation / First Refusal. Promptly upon completion of eachPantelion Movie or acquisition of distribution rights to each Pantelion Movie, Licensor shallnotify Licensee as to the anticipated availability date for Licensee’s Free Television rights (andany other Licensed Media licensed to Licensee in accordance with Section 3.5(d)), and anyapplicable Rights Restrictions thereon.(h) No Grupo Televisa Broadcast. In no event shall Pantelion Broadcast, or permit theBroadcast of, any Pantelion Movies on any Spanish Language Platform in the Territory owned orcontrolled by Grupo Televisa (other than directly through Pantelion).(i) No Limitation on Licensee’s Rights to Movies. For the avoidance of doubt, nothingset forth in this Section 3.5 shall affect in any way any of Licensee’s rights hereunder tomovies produced by, or distribution rights to which are acquired by, Licensor other than throughPantelion that constitute Licensed Content, regardless of whether such movies were produced oracquired before or after the establishment of Pantelion.
 
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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 Grupo Televisa 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 Grupo Televisa 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 Grupo Televisa’s acquisition of such rights, but in no event laterthan forty five (45) days before the applicable live event (or if Grupo Televisa acquires suchrights within forty five (45) days of the applicable live event, within forty eight (48) hours ofsuch acquisition (or if Grupo Televisa acquires such live event within forty eight (48) hours ofsuch live event, as promptly as practicable following such acquisition)).(b) Licensee Election. If Licensee wishes to stream such a live event to which GrupoTelevisa owns or controls the live Internet streaming Broadcast rights in the Territory, it shallhave the exclusive rights to do so in the Licensed Media during the Term to the full extent ofrights owned or controlled by Grupo Televisa 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, Grupo Televisa may Broadcast the live eventby way of Internet streaming in the Territory, so long as Grupo Televisa 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 otherwise affectLicensee’s rights to exercise, (i) its rights hereunder to live sports events (including theLicensed Mexican Soccer Games), whether by means of live Internet streaming or any other LicensedMedia; or (ii) any of its other rights hereunder with respect to live events (other than the liveInternet streaming Broadcast rights described in this Section 3.6), in each case, under,and in accordance with, this Agreement.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.
 
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(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 FCC as of November 1, 2010 (the “Licensee Permitted SpilloverContour”), provided, however, that with respect to any station acquired afterNovember 1, 2010, the Licensee Permitted Spillover Contour shall be determined as of the closingdate of the acquisition of such station; (2) such Licensee Spillover is incidental to theirrespective stations’ operations as authorized by the FCC; 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 inMexico more than half of the subscribers of which reside within thirty-five (35) miles from thegeographic 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.(B) Licensee acknowledges and agrees that Grupo Televisa’s Broadcasts of Licensed Content bymeans of Free Television from within Mexico which is intended for reception in Mexico may bereceived inside of the Territory (such reception, the “Televisa Spillover”). Licenseeagrees that the occurrence of Televisa Spillover shall not be considered a breach of this Agreementso long as (1) Grupo Televisa uses its commercially reasonable efforts not to increase thepredicted noise limited coverage contour of each of their respective licensed stations into theTerritory beyond that authorized by the Comisión Federal de Telecomunicaciones and the Secretariade Comunicaciones y Transportes as of November 1, 2010 (the “Licensor Permitted SpilloverContour”), provided, however, that with respect to any station acquired afterNovember 1, 2010, the Licensor Permitted Spillover Contour shall be determined as of the closingdate of the acquisition of such station; (2) such Televisa Spillover is incidental to GrupoTelevisa’s stations’ operations as authorized by the Comisión Federal de Telecomunicaciones and theSecretaria de Comunicaciones y Transportes; and (3) Grupo Televisa does not market advertisingbased on the availability of such Televisa Spillover to persons located inside the Territory.Notwithstanding the immediately preceding sentence, Licensor and Licensee acknowledge and agreethat Grupo Televisa shall have the right and ability to (without being in breach of this Agreement)(x) consent to re-transmission of a Free Television channel by any Cable Television System in theTerritory more than half of the subscribers of which reside within thirty-five (35) miles from thegeographic reference coordinates of the center of the community of license of the transmissionfacility of such Free Television channel (“Licensor Facility Location”); and (y) base theprice of any local advertising time or space on such Free Television channels in Mexico on theability of viewers in the Territory to view such Free Television channels.
 
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(ii) *Satellite Encryption*. In accordance with then prevailing commercial practices ofbroadcasters of Audiovisual Content in the United States, Licensee (and its Affiliates) and GrupoTelevisa shall encrypt their respective satellite Broadcasts of Licensed Content in the Territoryand outside the Territory respectively, on a conditional access basis (i.e., access to theBroadcast is dependent on the use of receiving equipment which decrypts the Broadcast if, and onlyif, the user of the equipment is individually and specifically authorized to access the Broadcastby the party permitted to Broadcast such Audiovisual Content). The reception of such an encryptedsatellite Broadcast or the unauthorized decryption of such a satellite Broadcast shall not beconsidered a breach of this Agreement by Licensee (or its Affiliates) or Grupo Televisa,respectively, so long as (A) such parties’ Broadcast is intended for reception only by authorizedviewers inside the Territory or outside the Territory, respectively; (B) such unauthorizedreception or decryption is unintentional and incidental; and (C) Licensee (and its Affiliates) orGrupo Televisa, as applicable, does not market the availability of such reception or decryption topersons located outside of its authorized territory.(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 Content from within the Territory; and (B) Grupo Televisashall use commercially reasonable efforts to use geo-filteringtechnology intended to prevent, and reasonably designed to effectively prevent, a person inthe Territory (including any Internet user, mobile device user, or authenticated video customer ofan MVPD (e.g., via so-called “TV Everywhere”)) from accessing Internet/mobile Broadcasts ofLicensed Content from Mexico. For the avoidance of doubt, it shall be insufficient for Licensee orLicensor to use geo-filtering technology that permits Broadcasts of Licensed Content to be accessedby a person located outside or inside the Territory, respectively, who merely furnishes an addresslocated, or the number of a credit card issued, outside or inside the Territory, respectively.From time to time, Licensor or Licensee may, if it uses a specific form of geo-filteringtechnology, request that the other party adopt such technology, and upon such request, such otherparty shall use its commercially reasonable efforts to adopt and implement such technology. Infurtherance of the foregoing, Licensor and Licensee and their controlled Affiliates, shall usecommercially reasonable efforts to cause each of its sublicensees to use such geo-filteringtechnology in accordance with this paragraph, as applicable.
 
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(iv) *Intent*. Grupo Televisa 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 Licensor and Licensee and theircontrolled Affiliates agree to use commercially reasonable efforts to mutually agree within areasonable timeframe (*i.e.,*at most twelve (12) months after execution of this Agreement) on a planand schedule to implement (and thereafter to implement in accordance with such plan and schedule)appropriate copy protection technology or solutions, generally consistent with the then prevailingcommercial practices 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 the parties’ (and its controlled Affiliates’)Broadcasts; 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).(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 only Grupo Televisa 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) Grupo Televisaunreasonably fails to commence or prosecute litigation after request by Licensee.
 
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(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 Licensee; provided, that Licensee shall include inthe Royalty Base an amount equal to the sum of all such remaining amounts in the applicable Royaltyperiod immediately following such allocation.3.8 **Offensive or Politically Insensitive Platforms**. If at any time Licensorreasonably determines that the Broadcast of Licensed Content on (a) the Univision 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 Grupo Televisa, 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 reasonably practicable, or in the case of clause (b) shall use commerciallyreasonable efforts to cause the owner / operator of the applicable website or other platform toaddress, Licensor’s concern (including through the removal of Licensed Content from such offensivewebsite or platform). In no event will Licensee cause Licensed Content to be Broadcast on an adultentertainment (as such term is commonly understood in the entertainment industry in the Territory)site or adult entertainment 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.(b) General Requirements. Notwithstanding anything to the contrary herein, anySublicensing Arrangement or third party arrangement for a UIN Branded Experience on which 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 UIN 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.
 
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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**(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 Licensee, subject at all times to the editing restrictions containedin Section 8.8; (b) Licensee (and not the sublicensee) shall have the right to select,refresh and withdraw Licensed Content; (c) the sublicensee shall not be permitted to sublicense theLicensed Content; (d) the sublicensee shall not be permitted to authorize any third party toBroadcast the Licensed Content (except that the sublicensee can place its branded applications,embed its branded media player or employ similar branded and controlled functionality in a thirdparty’s sites, in each case, consistent with the then prevailing industry practices); and (e)Licensee will have remedies that are substantially no less favorable to Licensee, *mutatis mutandis*,than Grupo Televisa’s remedies set forth in Section 15.(iv) *Content Ratio Tests*. Licensee shall not enter into any Sublicensing Arrangement or thirdparty arrangement for a UIN Branded Experience that makes available to the applicable third party anumber of hours of Licensed Content which constitute more than *** of the totalnumber of hours of Audiovisual Content made available under such Sublicensing Arrangement or thirdparty arrangement for a UIN Branded Experience or a number of hours of Audiovisual Content producedor owned by Licensee which constitute less than *** of the total number of hoursof Audiovisual Content made available under such Sublicensing Arrangement or third partyarrangement for a UIN Branded Experience; provided, that the content ratio requirement setforth in this Section 4.2(b)(i) shall not apply to Sublicensing Arrangements or third party arrangements forUIN Branded Experiences with bona fide nationally recognized non-MVPD distributors in the Territory(e.g., Netflix) relating to (i) the Broadcast of all, or substantially all, of the feed of one ormore of the Networks, the TuTv Networks and/or the Televisa Channels or (ii) the Broadcast ofindividual items of Audiovisual Content that were Broadcast on the applicable Network, TuTv Networkor Televisa Channels within the immediately preceding thirty (30) days. For the avoidance ofdoubt, any such Sublicensing Arrangements with bona fide nationally recognized non-MVPDdistributors in the Territory shall be subject to Licensor’s reasonable approval under thisSection 4.2, and shall be subject to the other General Requirements.(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 ***.
 
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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 Grupo Televisa of any monetary or otherconsideration or on any changes to the then-existing arrangements between Licensee and GrupoTelevisa (including under this Agreement). However, in determining whether to provide suchapproval, the Licensor may take into account the terms and circumstances of the proposedSublicensing Arrangement, including the financial terms and conditions of the proposed SublicensingArrangement, commercial terms of the proposed Sublicensing Arrangement as compared to industrystandards at such time, the scope and extent of the rights to be granted under the proposedSublicensing Arrangement, and the identity of the proposed counterparty (together with the overalleconomic benefit of the Sublicensing Arrangement to Licensee). It shall be deemed to beunreasonable for Licensor to withhold any approval required under this Section 4.2(a) ofany proposed Sublicensing Arrangement on the basis of the identity of the proposed counterparty orthe proposed terms if Grupo Televisa has previously entered into a contractual arrangement (whichis then in effect) with such proposed counterparty for the Broadcast of Excluded Content in theTerritory or the Broadcast of Audiovisual Content in Mexico (unless such arrangement is required byapplicable Law), in each case, on terms consistent 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.(c) Approval of Existing Sublicensing Arrangements. The parties acknowledge and agreethat the Sublicensing Arrangements set forth on Schedule 4 hereto have been approved byLicensor as of the date hereof.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 the redacted information. If Licensee is prohibitedfrom providing Licensor with a copy of the draft agreement or term sheet, then the parties willcooperate in good faith to determine an alternative means of providing Licensor with the requisiteinformation necessary for Licensor to properly evaluate the proposed transaction, without violatingany applicable contractual or other restrictions.(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 but shorter than five (5) years, then the time period for such approval shall bethirty (30) Business Days (instead of ten (10) Business Days). If Licensor does not reject aproposed Sublicensing Arrangement in accordance with the immediately preceding sentence during theEvaluation Period, such proposed transaction will be deemed to have been approved by Licensor onthe terms contained in 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 UIN Branded Experience(as Licensor approval is not otherwise required for such arrangements). Amendments, modifications,extensions and/or waivers to any existing Sublicensing 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) UIN Arrangements. UIN Arrangements will be permitted without Licensor approval,do not constitute Sublicensing Arrangements, and any existing or future UIN Arrangements shall notbe subject to any of the terms and conditions of Section 4; provided, that in thecase of third party arrangements for UIN 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 5 attached hereto as soon as reasonably practicable following its entering intoany arrangements for a UIN 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) MVPD Arrangements are notSublicensing Arrangements and the terms and conditions set forth in this Section 4 do notapply 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 (but not any other commercialoffering) during the Term in the Territory shall be subject to the following additional terms andconditions:(a) Content Minimums.(i) *Novelas*. Licensor shall provide a minimum of two (2) complete Novelas (including allchapters) to which the rights in the Territory are owned or controlled by Grupo Televisa andselected by Licensor to be available for Broadcast by Licensee in the Territory by means of DTO atall times during the Term. Without limiting the generality of the foregoing, Licensor shall makeavailable a minimum of four (4) different complete Novelas (including all chapters) to which rightsin the Territory are owned or controlled by Grupo Televisa reasonably provided over the course ofeach twelve (12) month period during the Term. Licensor may provide Novelas to which the rights inthe Territory are owned or controlled by Grupo Televisa in excess of the minimum amounts in itssole discretion. For purposes of satisfying the aforementioned minimum, Licensor shall provide toLicensee Novelas to which the rights in the Territory are owned or controlled by Grupo Televisa,subject to any reduction in the minimum Novela production requirements under that certain Amendedand Restated 2011 PLA Guaranty dated February 28, 2011 and effective as of January 1, 2011 by GTin favor of Licensee, that have been initially Broadcast (on a Linear Television Channel or, asnotified by Licensee, an alternative digital distribution platform) by Licensee within theimmediately preceding eighteen (18) month period. Notwithstanding the foregoing, if Licensee hasnot so Broadcast at least four (4) Novelas to which the rights in the Territory are owned orcontrolled by Grupo Televisa during such period, Licensor shall provide to Licensee one (1) or moreNovelas (as applicable) selected by Licensor from Grupo Televisa’s library in order to satisfy theannual Novela minimum (it being understood that Licensor shall provide no fewer than the number ofNovelas necessary to satisfy such minimum).(ii) *Other Content*. Licensor shall provide a minimum of seventy (70) hours of non-NovelaLicensed Content selected by Licensor to be available for Broadcast by Licensee in the Territory bymeans of DTO at all times during the Term; provided, that Licensor shall replace (or add)then available non-Novela Licensed Content with a minimum of fourteen (14) hours of alternativenon-Novela Licensed Content upon Licensee’s request (which may be made no more frequently than onceevery two (2) months). Licensor may provide non-Novela Licensed Content in excess of the minimumamounts (and replace/refresh such content more frequently) in its sole discretion. For purposes ofsatisfying the aforementioned minimum, Licensor shall provide to Licensee non-Novela LicensedContent that has been initially Broadcast (on a Linear Television Channel or, as notified byLicensee, an alternative digital distribution platform) by Licensee within the immediatelypreceding eighteen (18) month period. Notwithstanding the foregoing, if Licensee has not soBroadcast at least seventy (70) hours of non-Novela Licensed Content during such prior eighteen(18) month period, Licensor shall provide to Licensee non-Novela Licensed Content selected byLicensor from Grupo Televisa’s library in order to satisfy the annual non-Novela Licensed Contentminimum.(b) Limitation to Univision Interactive Network. Licensee shall have the exclusiveright to Broadcast Licensed Content by means of DTO through the Univision 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 Univision Interactive Network are subject to Licensor’s approvalas set forth in Section 4. All DTO arrangements shall comply with the geo-filteringprovisions set forth in Section 3.7(a)(iii).
 
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(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; Audit. For rights and administrative control purposes with respectto the Broadcast of Licensed Content by means of DTO, Licensee shall provide to Licensor monthlyonline reports (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 Licensorconcurrently with its delivery of royalty calculation information for the month immediatelyfollowing the month in which such information was received in accordance with Section 9.3.Licensor shall have the right to audit Licensee in connection with Licensee’sBroadcast by means of DTO, as part of Licensor’s audit rights hereunder as more fullydescribed in Section 9.5.(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.(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 in connection withBroadcast by means of DTO shall be as set forth in Section 8.8.(i) Clearances. Without limiting Licensor’s obligations under Section 8.13,Licensor shall obtain all Clearances necessary for Licensee’s Broadcast by means of DTO of allLicensed Content (including, for the avoidance of doubt, Novelas) provided by Licensor to Licenseeunder this Section 5.1.
 
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(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 esmas.com and any other Grupo Televisa 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 Grupo Televisa’s obligationsto account and provide information to applicable third parties with respect to the Broadcast ofLicensed Content by means of DTR, and any other information which Licensor reasonably requests, ineach case, to the extent such information is reasonably available to Licensee. Licensee shalldeliver any such available information to Licensor concurrently with its delivery of royaltycalculation information for the month immediately following the month in which such information wasreceived in accordance with Section 9.3.(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; Grupo Televisa First Negotiation** .6.1 **Additional Spanish Language Platforms**. For the avoidance of doubt, Licensee shallhave the right to create or acquire additional Spanish Language Platforms (including additionalSpanish language Linear Television Channels) and to Broadcast Licensed Content thereon, pursuant tothe terms and conditions and subject to the exceptions and exclusions contained in this Agreement,which Spanish Language Platforms will then be included for purposes of calculating the RoyaltyBase.6.2 **Grupo Televisa Rights of First Negotiation for Services**. In the event thatLicensee elects (in its sole discretion) to create additional Spanish language Linear TelevisionChannels during the Term, Grupo Televisa shall be entitled to a Right of First Negotiation toprovide general channel programming, advisory, production and/or technical services (whichservices, for the avoidance of doubt, shall not include the production of any individualAudiovisual Content), as negotiated between the parties; provided, that the aforementionedRight of First Negotiation shall not apply in the event that Licensee creates a new SpanishLanguage Linear Television Channel with a third party that provides a specific and significantcontribution to the creation and programming arrangement or scheduling of such channel other thanmerely contributing financing thereto, and such third party provides the aforementioned services tosuch Linear Television Channel.6.3 **No Impact on Licensee Rights**. The Right of First Negotiation set forth inSection 6.2 shall not permit Licensor to seek to enjoin or obtain an injunction prohibitingor delaying Licensee’s creation of an additional Spanish Language Platform (including anyadditional Spanish language Linear Television Channels) and to Broadcast Licensed Content thereon.
 
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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 by Licensor to Licensee for Broadcastpursuant to the terms of this Agreement (and the Licensed Rights with 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 Grupo Televisa 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) with respect to each Pantelion Movie, upon the commencement of the then applicable FreeTelevision availability window (as is then commonly understood in the motion picture industry inthe Territory); provided, that for the avoidance of doubt, any theatrical “re-release” of aPantelion Movie shall not have any effect on the availability of the applicable Pantelion Movie toLicensee; and(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 Grupo Televisa; (ii) the date when suchAncillary Content is first made available for Broadcast by any third party in Licensed Media; or(iii) the date when the applicable Licensed Content to which the Ancillary Content is related isactually first Broadcast by Licensee in the Territory.For the avoidance of doubt, rights to Televisa 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.
 
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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.(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 (w)those Programs and Movies that are governed by Sections 7.2(a) and (b); (x)Pantelion Movies (which are governed by Section 3.5); (y) Licensed Soccer Games (which aregoverned by Section 10); and (z) Ancillary Content (which is governed by Section8.12).(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.
 
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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, motion picture and digital programming) and providing Licenseewith brief descriptions of Programs, Movies, Pantelion Movies, and other material items of TelevisaPublications Content anticipated to be licensed hereunder that are in production or have been“greenlit” or otherwise set for production, anticipated availability dates for such items ofLicensed Content, and other information reasonably requested by Licensee when such informationbecomes available to Grupo Televisa; it being understood that any programming or productionschedules so provided would be subject to modification and that no representation or warranty isbeing or would be made with respect thereto. Notwithstanding the foregoing, Licensor shall have noobligation to provide to Licensee any information under this Section 7.3 (a) regarding anysuch items of Licensed Content that are in production or have been “greenlit” or otherwise set forproduction that Licensor believes in good faith will not become available for Broadcast in theTerritory until after the Term, (b) during the final year prior to the Information Tail Date, tothe extent that Licensor believes in good faith that the disclosure of such information to Licenseewould competitively disadvantage Grupo Televisa, or (c) that is subject to legal or third partycontractual confidentiality restrictions. For the avoidance of doubt, the obligations of theparties under this section shall not in any way limit, restrain, expand or otherwise modify any ofthe independent obligations of the parties contained elsewhere in this Agreement.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 such item ofLicensed Content either (at Licensee’s election and subject to Licensor’s reasonable ability tocomply with such election) via satellite (at Licensee’s risk of loss if delivery via satellite isrequested less than forty-eight (48) hours in advance of scheduled Broadcast), electronic deliveryof files or any other intangible means of delivery, or on such form of videotape, disc or otherdevice as reasonably requested by Licensee, formatted and suitable for Broadcast in the Territoryin a digital or other format for each applicable Licensed Media, as reasonably requested byLicensee and as soon as reasonably available. Without limiting the generality of the foregoing,until further notice by Licensee to Licensor, Licensee requests access to a high definition feed(if available) for any live events. Licensed Content will be deemed delivered by Licensor whentransmitted to the satellite or when delivered or made available digitally, or if shipped bycourier, 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 esmas.com and any otherGrupo Televisa owned or operated businesses) of all items of Licensed Content delivered to Licenseepursuant to this Agreement; provided, that Licensee shall not be required to remove anyproduct placement, promotions or mentions in the content of any item of Licensed Content;provided, further, that this Section 8.1(b) shall not apply to (i) anyLibrary Programs for which Grupo Televisa 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 Grupo Televisa 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 Grupo Televisa to incur incremental costs). Licensor shall inform Licensee, priorto delivery of any item of Licensed Content requested by Licensee, if such item of Licensed Contentfalls under clause (i) or (ii) of this Section 8.1(b) such
 
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that Licensor will not deliver to Licensee a “clean” version of such Licensed Content. Licensee shall be permitted to produce, atits own expense and subject to the consent of the Televisa Editing and Dubbing Appointee inaccordance with Section 8.8(e), “clean” versions of any such Licensed Content. For theavoidance of doubt, if for any reason Licensor fails to deliver a “clean” version of any LicensedContent other than Special Library Programs or live Programs described above, Licensee shall havethe right to produce such a “clean” version pursuant to Section 8.8(b)(v), and Licensorshall reimburse Licensee for the costs associated therewith as set forth in Section 8.8(f).Licensor’s obligation to deliver “clean” versions under this Section 8.1(b) will not applyto Televisa Publications Content, to which the provisions of Section 1.3(b)(i)(A) willapply.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 determinewhether it is physically suitable for Broadcast on all applicable Licensed Media and, ifapplicable, will notify Licensor immediately upon detecting any defect rendering such deliveryunsuitable for such Broadcast. In such cases, Licensor shall promptly re-deliver such LicensedContent 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 or other physical device and/or erase any electronic files embodying LicensedContent (and deliver to Licensor a certificate of destruction and/or erasure in connectiontherewith), in each case, as soon as practicable following the end of the Term (or as reasonablyrequested by Licensor in writing in connection with a withdrawal pursuant to Section 8.10).Licensee shall pay all costs of destroying such videotapes, discs or other physical devices orerasing such electronic files.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 Grupo Televisa, subject to Licensee’s rights as herein provided. The risk of loss,damage, destruction or disappearance of any physical device, if any, shall be borne by Licenseefrom the time of delivery to Licensee. As to any video tape, disc or other physical device or partthereof lost, stolen, destroyed or damaged after delivery to Licensee, Licensee shall pay Licensorthe cost of replacement thereof, which payment shall be limited to the cost of replacing the rawvideo 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 Royalty, the right and license to use and license others to use (a)Grupo Televisa’s name and logos and the Televisa Channel Marks; and (b) unless Licensee is advisedby Licensor that rights of Licensor and its Affiliates are limited (in which case, to the extentnot limited), to use and license others to use the name and likeness of, and biographical materialconcerning, each star, featured performer, writer, director and producer in the Licensed Contentand the titles and trademarks of each item of Licensed Content and fictitious persons and localestherein, foradvertising and publicity of the Licensed Content, and any broadcaster or sponsor thereof, butnot for direct endorsement of any product or service; provided, that any such use by thebroadcaster or sponsor thereof will protect the copyrights of Grupo Televisa and shall not includeany fee or royalty payable to Licensee or its Affiliates expressly and/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 Licensed Content and the informationnecessary for administration of rights payments and compliance with FCA Section 507. Subject tothe foregoing, and subject to Licensor’s approval (not to be unreasonably withheld, conditioned ordelayed), which consent may be provided by the Televisa Editing and Dubbing Appointee, Licenseeshall have the right to produce its own promotional material for or from the Licensed Content(including audio promotions for or from audio tracks of the Licensed Content). Grupo Televisashall permit its proprietary artists to appear on behalf of or for Licensee for promotional orprogramming purposes at mutually agreeable times (which agreement shall not be unreasonablywithheld), at Licensee’s expense, it being agreed that Licensor may not be able to require anartist to appear, all requests to and contacts with Grupo Televisa’s proprietary artists shall bemade through a representative designated by Licensor (provided that if the designatedrepresentative 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 Grupo Televisa 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**. Except as provided in Section 8.8, Licensee agrees to include inits Broadcasts of Licensed Content all copyright notices and all credits made part of LicensedContent (including credits for stars, directors, producers and writers).8.8 **Editing**.(a) Editing Restricted. Licensee shall have no rights to edit or make changes ordeletions to Licensed Content (other than Licensed Mexican Soccer Games, to which Section 10.3(e)shall apply) except as expressly set forth in this Section 8.8. Licensee may from time totime request by notice to the Televisa Editing and Dubbing Appointee that Licensor make any otheredits (other than those set forth in Sections 8.8(b), 8.8(c) and 8.8(d),which shall not require the approval of Licensor), and Licensor may elect to make such requestededits or refuse the request in its sole discretion. The Televisa Editing and Dubbing Appointeeshall be Licensee’s primary contact with Licensor for the delivery of any editing request byLicensee, and for Licensor to deliver its decision and, if applicable, the edited Licensed Contentto Licensee.
 
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(b) Editing by Licensee. Licensee shall have the right to edit and make changes anddeletions (and, with respect to only clause (ii) of this Section 8.8(b), additions ofrecaps) to Licensed Content, without any requirement of consent by or consultation with Licensor orthe Televisa Editing and Dubbing Appointee, only in order to:(i) *Internal Credits*. Eliminate identical internal credits when episodes of any LicensedContent air back-to-back on any Linear Television Channel;(ii) *Program Length*. Adjust Licensed Content length to applicable standard U.S. formatlengths (e.g., 30-60-90-120 minute lengths for Linear Television Channels, and such other standards(if any), now or in the future, that are applicable to other Licensed Media for Audiovisual Contentproduced for initial or primary Broadcast by means of such Licensed Media), by cutting or addingrecaps to starts or finishes;(iii) *Commercials*. Insert commercials (during natural breaks to the extent applicable) inLicensed Content;(iv) *Irrelevant Material*. Eliminate any of the following specific material from LicensedContent only to the extent not relevant to U.S. Hispanic audiences: (A) phone numbers and addressesoutside the Territory, (B) information regarding contests, sweepstakes and lotteries that are notavailable in the Territory, (C) advertisements for or promotions of goods and services that areillegal in the Territory, (D) promotional offers, discounts and other offers related to goods orservices for advertising purposes that have expired or are illegal in the Territory, and (E)information on dates and locations of specific events (e.g., concerts or live sports events)outside of the Territory that have already occurred; and(v) *Clean Versions of Programs*. Correct any failure by Licensor to deliver a “clean” versionof any Licensed Content (other than any Special Library Program) in accordance with Section8.1(b).(vi) *Non-Conforming Promotional Content*. Eliminate promotional materials in TelevisaPublications Content to the extent permitted under Section 1.3(b)(i)(A).(c) Edits for Timing. Licensee may, after reasonable consultation of the TelevisaEditing and Dubbing Appointee, (i) edit episodes of Novelas Broadcast by means of a LinearTelevision Channel in order to end such Novela by creating recaps on a limited basis to cause thefinal episode to be Broadcast at strategically competitive times (e.g., Thursday and Friday) and(ii) reduce the length of credits of Licensed Content so that the opening credits are no longerthan ninety (90) seconds in length and closing credits are no longer than thirty (30) seconds inlength (or, for Licensed Content not being Broadcast by means of a Linear Television Channel, suchcredit lengths as are then appropriate).
 
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(d) Edits for Regulations and Broadcast Standards. Licensee shall have the right toedit and make changes, additions (e.g. disclaimers and blurrings) and deletions to LicensedContent, after reasonable consultation with the Televisa Editing and Dubbing Appointee but withoutany requirement of consent by Licensor or the Televisa Editing and Dubbing Appointee (it beingagreed that Licensee in any event will have the right to make such edit following a period oftwenty-four (24) hours after giving notice to the Televisa Editing and Dubbing Appointee), only inorder to:(i) *Government Regulations*. Comply with applicable government rules and regulations,including FCC regulations; and(ii) *Broadcast Standards and Practices*. Comply with Licensee’s (or its applicable controlledAffiliates’) generally applicable broadcast standards and practices from time to time in effect.Licensee shall provide Licensor with its broadcast standards and practices (and any modificationsthereto) for any Licensed Media that is then regulated by the FCC or other governmentalorganization in the Territory. Licensee shall meaningfully consult with Licensor in connectionwith the establishment of its broadcast standards and practices for any Licensed Media that is thenunregulated by the FCC or other governmental organization in the Territory (including by providingLicensor and the Televisa Editing and Dubbing Appointee with a copy of such proposed broadcaststandards and practices at least thirty (30) days prior to Licensee’s adoption thereof (and shallprovide any proposed updates to such broadcast standards and practices at least two (2) weeks priorto the effectiveness thereof). Licensee shall consider in good faith any comments provided byLicensor to Licensee in connection with such consultation on any non-regulated Licensed Media, andshall act reasonably in determining whether to accept any such comments. Licensee shall not useany broadcast standards and practices in a manner intended to circumvent the editing restrictionsset forth in this Section 8.8.(e) Editing Authorized by Televisa Editing and Dubbing Appointee. Except as providedin Section 8.8(b),8.8(c) and 8.8(d), Licensee shall have the right to editand make changes and deletions to Licensed Content only with the prior written consent of theTelevisa Editing and Dubbing Appointee (which consent may be withheld if the Televisa Editing andDubbing Appointee’s determines in its good faith discretion that the applicable edit wouldadversely impact the integrity or artistic quality of the applicable Licensed Content) in order to:(i) *Televisa Spoiler Content*. Eliminate any Televisa Spoiler Content;(ii) *Goods and Services*. Eliminate material regarding advertisements for or promotions ofgoods and services that are not available in the Territory (other than for the reason specified inSection 8.8(b)(iv)(C));(iii) *Promotional Offers, Discounts and Other Offers*. Eliminate material regardingpromotional offers, discounts and other offers that are not available in the Territory (other thanfor the reason specified in Section 8.8(b)(iv)(D);(iv) *Eliminate / Consolidate Episodes*. Eliminate or consolidate episodes that contain morethan fifteen (15) minutes of recap material;
 
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(v) *Irrelevant Material*. Eliminate any material (other than the specific material set forthin Section 8.8(b)(iv)) to the extent not relevant to U.S. Hispanic audiences;(vi) *Wind-Up of Licensed Content*. Facilitate wind-up of Licensed Content cancelled inaccordance with this Agreement;(vii) *Interactivity*. Add enhanced interactivity (e.g., on-screen programming guides, menus,interactive voting systems, etc.), sharing capability, links to other community features, overlays,and squeeze-backs to Licensed Content consistent with then-prevailing industry custom and practice(it being understood that this clause (vii) shall apply onlyto edits made by Licensee, and that such edits made by MVPDs and other third parties shall begoverned by Section 4.5);(viii) *Clean Versions of Special Library Programs*. Create a “clean” version of any SpecialLibrary Program, to the extent a “clean” version of such Special Library Program was not deliveredby Licensor to Licensee in accordance with Section 8.1(b); and(ix) *Licensee Produced Clips*. Create Licensee Produced Clips from Programs and Movies, butnot from Licensed Mexican Soccer Games (to which this Section 8.8(e)(ix) shall not apply,and which shall be governed instead by Section 10.3(e)).(f) Miscellaneous. The editing rights hereunder shall be subject to applicable Lawand applicable contractual rights of unaffiliated third parties of which Licensor informs Licenseein writing at or prior to the time of delivery to Licensee of such Licensed Content (provided thatLicensor agrees to use good faith efforts not to permit to exist any such contractualrestrictions). Licensee will pay for editing requested by Licensee and performed by Licensor atLicensor’s incremental cost; provided, that Licensor will pay (and promptly reimburseLicensee) for any editing costs related to Licensor’s obligation to deliver a “clean” version ofany Licensed Content to the extent required under Section 8.1(b) upon provision by Licenseeof appropriate documentation evidencing such costs.(g) Televisa Editing and Dubbing Appointee. The Televisa Editing and DubbingAppointee will be primarily located at Licensee’s principal facility, which is currently located inMiami, Florida (or such other location mutually agreed by the parties). Licensee shall provide theTelevisa Editing and Dubbing Appointee with sufficient access to its personnel and facilities andsufficient notice of proposed edits in order to monitor the editing proposed to be undertaken byLicensee pursuant to this Section 8.8 and Licensee’s compliance with the provisions of thisSection 8.8 and to make determinations hereunder. The Televisa Editing and DubbingAppointee will also have the right to recommend policies to prevent unauthorized editing. If suchpolicies are acceptable to Licensee, acting reasonably, Licensee will implement and enforce suchpolicies and the Televisa Editing and Dubbing Appointee will be provided with sufficient access tomonitor compliance with such policies. All compensation and benefits provided to the TelevisaEditing and Dubbing Appointee shall be paid by Licensor. All determinations by the TelevisaEditing and Dubbing Appointee shall be documented in writing.
 
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(h) Derivative Works. For the avoidance of doubt, to the extent that, as a result ofLicensee’s exercising any of its editing rights 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 nevertheless remain the sole property of Licensor (subject to the rightsgranted to Licensee hereunder).(i) Other Changes to the Programs. For the avoidance of doubt, and notwithstandinganything to the contrary contained in this Section 8.8, none of Licensee’s actions withrespect to the Licensed Content pursuant to, and in accordance with, Sections 1.2(b),4.5, 8.9(c), or 8.11(c) or (d) shall be subject to the terms andconditions of this Section 8.8 (other than Section 8.8(h)).(j) Not Applicable to Licensed Mexican Soccer Games. Notwithstanding anythingcontained in this Section 8.8, none of the restrictions on Licensee’s rights to edit ormake changes, deletions or additions under this Section 8.8 will apply to Licensed MexicanSoccer Games, to which the provisions of Section 10.3 will apply.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 Grupo Televisa 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 Grupo Televisa 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 GT which is capable of effecting such substitution willhave the Right of First Negotiation / First Refusal to perform such substitution. For theavoidance of doubt, revenues with respect to substitution as provided in this paragraph shall beincluded in the Royalty Base.
 
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(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 discretiondoes not want the product placement and/or integration, or if Licensor believes that proposingthe product placement and/or integration would harm its relationship with such director, produceror actor. For the avoidance of doubt, revenues with respect to placement and/or integration asprovided in this paragraph shall be included in the Royalty Base.(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.(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 Grupo Televisa’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.(h) Not Applicable to Licensed Mexican Soccer Games. Notwithstanding the foregoingand for the avoidance of doubt, the terms and conditions relating to product placement in thisSection 8.9 shall not apply to Licensed Mexican Soccer Games, to which the provisions ofSection 10 shall apply.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.
 
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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, thatno inadvertent failure by Licensor to comply with the foregoing shall constitute a breach ofthis Agreement.(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 Grupo Televisa 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.(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 toundertake or procure such Technological Enhancement at its own cost and expense.
 
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(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 whatAncillary Content is currently (or anticipated by Licensor to be) available for Broadcast byLicensee in the Territory in connection with such Licensed Content, and Licensor shall promptlyrespond to such requests (including by providing Licensee with a brief description of any suchAncillary Content and any applicable content specifications (e.g., duration, resolution, etc.) withrespect thereto); provided, that no inadvertent failure by Licensor to comply with theforegoing shall constitute 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.(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 Grupo Televisa has not already 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 and expenses for such production(in accordance with the agreed Ancillary Content Budget) upon provision by Licensor of appropriatedocumentation 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).
 
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8.13 **Digital Distribution Clearances**.(a) Responsibility for Obtaining and Paying for Digital Distribution Clearances. Asbetween Licensee and Licensor, Licensor (or an Affiliate thereof) shall pay all costs associatedwith obtaining Clearances in connection with Licensee’s Broadcast of Licensed Content in LicensedMedia by means of digital distribution throughout the Territory during the Term (subject only tothe deduction from DTO revenue of incremental clearance fees necessary for Broadcast by means ofDTO, as more fully described in the definition of “Net DTO Margin”), and shall obtain such digitaldistribution Clearances to the extent set forth in clauses (b) and (c) below. Forthe avoidance of doubt, this Section 8.13(a) shall not apply to payments for music publicperformance rights, which shall be governed by Section 12.1(e).(b) Clearances for Digital Distribution of New Content. Licensor shall usecommercially reasonable efforts (which may include paying industry standard fees and other coststhat are customarily required for the Broadcast of similar content by similar means in theTerritory) to obtain (by the availability date for each item of Licensed Content under Section7.1), all Clearances necessary for the exercise of the Licensed Rights by means of digitaldistribution by Licensee in the Licensed Media during the Term in the Territory of each such itemof Licensed Content. As more fully described in Section 7.2(a), each Availability Noticeshall specify any applicable Clearances that have not been obtained with respect to the LicensedContent set forth therein, notwithstanding such efforts.(c) Clearances for Digital Distribution of Library Programs. It is understood andagreed, subject to (and without limiting) Licensor’s representations and warranties set forth inSection 12.1, that Licensor may not presently have obtained all necessary Clearances forthe digital distribution of all Library Programs in the Territory. Notwithstanding the foregoing,Licensor represents and warrants that Licensor has obtained all Clearances necessary for theexercise of the Licensed Rights by means of digital distribution by Licensee of Library Programs inthe Licensed Media during the Term in the Territory (other than live programs, talk shows and / orlive entertainment magazine shows) that were solely produced by Grupo Televisa following January 1,2002; it being understood and agreed that there may be a de minimis amount (e.g., less thanapproximately ten percent (10%)) of the total number of hours of such Library Programs with respectto which Grupo Televisa does not have all Clearances required for such digital distribution.Without limiting the foregoing, Licensee may from time to time request from Licensor, and Licensorshall provide within a reasonable time, information about whether any particular Library Programsare not fully cleared for Licensee’s Broadcast by means of digital distribution in the LicensedMedia throughout the Territory during the Term. 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 of such LibraryPrograms, which request shall include Licensee’s reasonably desired Broadcast schedule and theapplicable Licensed Media for which Clearances are required with respect to such Library Programs.Upon receipt of such request, Licensor or an Affiliate thereof shall use commercially reasonableefforts (which may include paying industry standard fees and other costs that are customarilyrequired for the Broadcast of similar content by similar means in the Territory) to obtain therequested Clearances in a timely fashion so as to permit Licensee to Broadcast such LibraryPrograms in the applicable Licensed Media in accordance with the desired Broadcast schedule.
 
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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**9. **Royalty**.9.1 **Calculation of the Royalty and Royalty Base**.(a) Royalty. For the period beginning upon the Effective Date and continuing untilthe expiration of the Term, Licensee shall pay Licensor a royalty (the “Royalty”) in cashin an aggregate amount equal to the sum of:(i) 11.91% of the Royalty Base, increasing to 16.22% of the Royalty Base after December 31,2017 (such increase not to be applied retroactively to periods prior to and including December 31,2017), plus(ii) 2.0% of the excess, if any, of the Royalty Base over $1,648,900,000 per calendar year (itbeing understood and agreed that for purposes of any Royalty calculation covering only a portion ofa calendar year, such amount shall be prorated based on the number of days in such portion dividedby 365), plus(iii) 50% of Net DTO Margin.(b) ***.
 
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(c) Adjusted Royalty Upon Sale or Demotion of Soccer Teams. Notwithstanding anythingcontained in Section 9.1(a) and (b), the Royalty percentages set forth inSections 9.1(a) and (b) may be reduced pursuant to and in accordance with theexpress provisions of Section 10.(d) Royalty Base. The following terms and conditions shall apply for purposes ofdefining and calculating the Royalty Base:(i) *Definition of Royalty Base*. “Royalty Base” means all revenues (whether or not thesources of such revenue are now or hereafter in existence), billed or billable by Licensee or itscontrolled Affiliates to any third party (for this purpose, including Affiliates that are notcontrolled), derived or generated (A) from the exploitation or operation of those Spanish LanguagePlatforms in the Territory during the Term on which (1) Licensee has been licensed by Licensor theright to Broadcast Licensed Content hereunder (and Licensor has provided any necessary consents orapprovals requested by Licensee and required under this Agreement to permit the Broadcast ofLicensed Content on such Spanish Language Platform(s)), whether or not Licensed Content is actuallyBroadcast on such Spanish Language Platform, or such revenues are or are not derived or generatedfrom the Broadcast of Licensed Content on such Spanish Language Platforms; and (2) AudiovisualContent of any kind is then being, or has at any time after the date hereof been, Broadcast byLicensee or its controlled Affiliates (“Royalty Base Platforms”) or (B) from (1) anySublicensing Arrangements (it being understood that all Sublicensing Arrangements are subject toapproval by Licensor pursuant to Section 4), (2) any Network Affiliation Agreements throughwhich Licensee is permitted hereunder to license to a Network Affiliate the right to Broadcast anyLicensed Content; (3) any MVPD Arrangements through which Licensee is permitted hereunder tolicense to an MVPD the right to Broadcast any Licensed Content; and (4) any UIN Branded Experiencesthrough which Licensee is permitted hereunder to license the right to Broadcast any LicensedContent, including in each of cases (A) and (B) to the extent applicable, (I) net advertisingrevenue (including revenue from time sales, product placements or integration, or sponsorships);(II) net subscriber fee revenue (whether such fee revenue is advertising-based, subscription-basedor otherwise and by whatever name, categorization or characterization thereof); (III) netdistribution revenues (including subscriber fees, retransmission consent payments, or license oruse fees or royalties); (IV) net interactive media revenues (including from advertising,subscription or transactional); and (V) net transactional revenue (including per-use, lease orrental fees, purchase prices, or site-specific monetary accounts, but excluding any revenue fromthe sale of Audiovisual Content by means of DTO), subject, in each case, to the terms andconditions of this Section 9 (including the deductions and exclusions set forth in thisSection 9.1).
 
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For the avoidance of doubt, “Royalty Base” shall also include any National RepresentationCommissions and JSA Income and any other revenues (and reflect any exclusions and deductions), ifany, expressly designated as part of the Royalty Base in this Agreement. The provisions of clause(B) above in this Section 9.1(d)(i) shall not expand the grant of rights hereunder to allowLicensee, its controlled Affiliates, Network Affiliates, MVPDs or permittedsublicensees to Broadcast Licensed Content or any portion thereof other than on a Spanish LanguagePlatform (except to the extent provided in Section 3.2). The provisions of clause (B)above shall also not result in the “Royalty Base” including revenues (by whatever name,categorization or characterization thereof) billed or billable by Licensee or its controlledAffiliates derived or generated from any agreement with a distributor or aggregator ofmulti-lingual Audiovisual Content (e.g., Comcast, YouTube, Apple / iTunes) for the distribution ofa Licensee owned or controlled platform or program offering (e.g., an English language televisionnetwork or other English language distribution platform, including channels, sites or applications)on which platform Licensee, its controlled Affiliates, Network Affiliates, MVPDs or permittedsublicensees are then not permitted to Broadcast Licensed Content hereunder.(ii) *Deductions from Royalty Base*. For purposes of calculating the Royalty Base, and in orderto ensure that, with respect to the matters described in clauses (A) through (E) below, Licensor ispaid a Royalty only on the amounts Licensee and its controlled Affiliates actually receive andretain, the following deductions (by whatever name, categorization or characterization) shall apply(to the extent that the billed or billable amounts relating to such deductions were included in theRoyalty Base):(A) Advertising agency commissions, volume discounts and prompt pay discounts actually paid toor retained by third parties or incurred and deducted by third parties;(B) Obligatory holdbacks and costs imposed by third parties (e.g., for third party resellingof online or mobile remnant inventory) and actually paid to or retained by third parties orincurred and deducted by third parties (i.e., the Royalty will only be payable on amounts billed orbillable by Licensee and its controlled Affiliates, less amounts to which such third parties areentitled);(C) Revenue shares and participations paid or payable to third parties (i.e., the Royalty willonly be payable on amounts billed or billable by Licensee and its controlled Affiliates, lessamounts to which such third parties are entitled) solely in connection with the exploitation ofLicensed Content or content owned or controlled by Licensee or its controlled Affiliates through(i) Sublicensing Arrangements for which the revenue share or participation arrangement has beendisclosed to Licensor in a Proposed Transaction Notice and Licensor has subsequently approved suchSublicensing Arrangement pursuant to Section 4; and (ii) MVPD Arrangements if the terms andconditions of the revenue share or participation of the MVPD Arrangements are consistent with thenapplicable industry standards (or more favorable to Licensee and its controlled Affiliates);
 
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(D) Revenue shares or participations paid or payable to third party counterparties to UINArrangements for UIN Branded Experiences (i.e., the Royalty will only be payable on amounts billedor billable by Licensee and its controlled Affiliates, less amounts to which such third parties areentitled) with respect to an UIN Branded Experience, or on whose platform the UIN BrandedExperience resides, if such revenue share or participation arrangement has previously beendisclosed to Licensor in the notice provided to Licensor under Section 4, such revenueshare or participation is solely with respect to the exploitation of Licensed Content or contentowned or controlled by Licensee or its controlled Affiliates, and ifthe terms and conditions of such revenue share arrangement are consistent with then applicableindustry standards (or more favorable to Licensee and its controlled Affiliates); and(E) Advertising revenue derived or generated from any Licensee (or its controlled Affiliate’s)media outlets other than the Royalty Base Platforms, up to an amount equal to US$5,000,000 percalendar year.(iii) *Exclusions from Royalty Base*. For the avoidance of doubt, the Royalty Base shall notinclude any revenues from any third party (whether or not the sources of such revenue are now orhereafter in existence) from any of the following: (A) direct marketing by tangible mail,electronic mail (that does not include Audiovisual Content) or inserts, phone or in person; tradeshows; physical point of sale promotions; hard coupons; premiums; event sponsorships and ticketing;sale or lease of Broadcast spectrum; reimbursement for hard costs incurred in connection with theproduction and delivery of advertisements for third parties; and activation fees paid byadvertisers for the provision of non-audiovisual advertising including sponsorship mentions, logosand signage at live events (e.g., the Latin Grammy Awards) except to the extent that such mentions,logos and signage are intentionally Broadcast by Licensee or any controlled Affiliates on anyLinear Television Channel; (B) services provided to third parties (including talent) such aswebsite construction services, hosting services, translation services (e.g., CNET), productionservices, content management services, infrastructure integration management services, third partysubscription management services, advertising sales representation services for third parties thatare not Network Affiliates (e.g., Univision Partner Group), research services, traditional publicrelations services, loyalty program services and general advisory services; (C) merchandising, saleand/or distribution of goods (e.g., sale of t-shirts, Blu-Rays, ringtones, promotional goods)which, for the avoidance of doubt, may not incorporate any Licensed Content, by any and all means,whether now known or hereafter devised (including by means of the Internet); (D) any licensing oftrademarks (other than Grupo Televisa trademarks); (E) radio and any other exploitation of audioonly content (e.g., audio streaming, audio downloads, satellite/digital radio); and (F) DTOexploitation of Audiovisual Content.
 
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(iv) *Valuing Barter*. For purposes of the Royalty Base, (A) media for media barter shall bevalued at one hundred percent (100%) of fair value determined by reference to the average unitprice for advertising sold for cash to third parties in the Audiovisual Content in which the barteris Broadcast; and (B) all other barter transactions where Licensee and its controlled Affiliatesare provided goods and/or services in lieu of cash, such barter transactions will be valued at onehundred percent (100%) of fair value of the non-cash goods or services received by any of Licenseeand its controlled Affiliates in consideration of the advertising time or space. Notwithstandingthe foregoing, and subject to the first sentence of Section 9.1(d)(v), if Licensee or itscontrolled Affiliate sells a business or assets to, or acquires a business or assets from, a thirdparty (that is not a controlled Affiliate of Licensee) in which Royalty Base Platform advertisingtime or space is committed to such third party (in the case of a sale) or all or a portion of theconsideration is Royalty Base Platform advertising time or space (in the case of an acquisition),Licensee will provide Licensor with its reasonable determination of the relative fair value (assuch concept is described in Emerging Issues Task Force Issue 00-21 or any successor issue orstandard) of such advertising time or space and the basis of such determination. If Licensordisagrees with Licensee’s determination, Licensor may requireLicensee to engage a nationally recognized appraisal firm to determine the relative fair valueof such advertising time or space; provided, that Licensee will not be required to engagesuch an appraisal firm if its determination in the immediately preceding sentence had been based onan appraisal of such a nationally recognized appraisal firm. The value of such advertising time orspace as calculated pursuant to the two preceding sentences shall be included in the calculation ofthe Royalty Base.(v) *Unsold Inventory*. The use of unsold inventory by (a) Licensee or its controlledAffiliates or by Grupo Televisa, pursuant to and in accordance with Section 11; or (b)Venevision, in each case, shall not be considered advertising revenue for the purposes of, or beincluded in calculating, the Royalty Base (it being understood that such unsold inventory shall bevalued at $0 for purposes of calculating the Royalty Base). Notwithstanding the immediatelypreceding sentence, (A) audiovisual commercial advertising co-branded by Licensee or its controlledAffiliates and a third party with respect to which more than twenty percent (20%) of the durationof such commercial advertising content directly promotes the third party or third party brandsshall not be considered unsold inventory for purposes of the immediately preceding sentence andshall be included in the Royalty Base; and (B) for banners or other advertising co-branded byLicensee or its controlled Affiliates and a third party, only revenues from those banners or otheradvertising that predominantly promote the third party or third party brands will be consideredadvertising revenue (and any other banners or other advertising shall be considered unsoldadvertising for purposes of the immediately preceding sentence), the amount of which advertisingrevenue will be determined on an arm’s-length basis for the purposes of, and included incalculating, the Royalty Base.(vi) *Joint Ventures*. It is understood and agreed that if Licensee or any of its Affiliatesenters into a joint venture, partnership or similar arrangement with a third party (which suchjoint venture, partnership or similar arrangement itself is not a controlled Affiliate of Licensee)with respect to a Spanish Language Platform on which, as a result of a consent by Licensor underSection 4, Licensee has rights to Broadcast Licensed Content, and revenues from suchSpanish Language Platform would otherwise be included in the Royalty Base, only Licensee’s and/orits Affiliates’ share of revenues (and costs) from such arrangement will be included in thecalculation of Royalty Base (and any deductions therefrom).
 
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(vii) *Certain Third Party Arrangements*.(A) Network Affiliates. For the avoidance of doubt, the Royalty Base shall not include (I)amounts billed or billable by Licensee or its controlled Affiliates, or paid to Licensee or itscontrolled Affiliates, that are actually paid to or retained by Network Affiliates and that wouldotherwise constitute revenue of the Network Affiliates; or (II) revenues billed or billable by anyNetwork Affiliates that are not billed, billable or received by Licensee or its Affiliates.(B) Other Counterparties. For the avoidance of doubt, the Royalty Base shall not include (I)amounts billed or billable by Licensee or its controlled Affiliates, or paid to Licensee or itscontrolled Affiliates, that are actually paid to or retained by counterparties to SublicensingArrangements, MVPD Arrangements and/or UIN Branded Experiences and, in each case, that wouldotherwise constitute revenue of the applicablecounterparty; or (II) revenues billed or billable by counterparties to SublicensingArrangements, MVPD Arrangements and/or UIN Branded Experiences, in each case, that are not billed,billable or received by Licensee or its Affiliates.(viii) *Sale of Assets*. For the avoidance of doubt, in the event that Licensee or any of itsAffiliates enters into an outright sale or other transfer of any business or assets (e.g.,Broadcast rights to one or more World Cup games, a station or other Spanish Language Platform),then, subject to Section 9.1(d)(iv) (if applicable), the revenues from such sale or othertransfer shall not be included in the Royalty Base.(ix) *No Double Counting*. For the avoidance of doubt, (A) in the event that any items ofrevenue or deduction are covered by more than one component of the Royalty Base, for the purposesof calculating the Royalty Base, any such items will be included or deducted, respectively, onlyonce (i.e., there shall be no double counting of revenues or deductions), and (B) with respect toany items of revenue included in the Royalty Base (or deductions therefrom), arising out oftransactions by and between Licensee or any controlled Affiliate, on the one hand, and a thirdparty (for these purposes including any Affiliates that are not controlled), on the other hand,there will be no double counting of revenues (or deductions therefrom) billed or paid solely amongLicensee and its controlled Affiliates with respect to such revenues (or deductions) (i.e., therewill be no double counting of revenues received from the third party (or deductions therefrom), andrevenues internally billed by and among Licensee and its controlled Affiliates (and deductionstherefrom).(x) *Example Calculations*. Schedule 6 sets forth example calculations of the RoyaltyBase for 2009. The parties acknowledge and agree that their understanding of the application ofthe provisions of this Section 9.1 to the 2009 results is as set forth on Schedule6.(xi) *No Modification of License*. For the avoidance of doubt, nothing contained in thisSection 9.1(d) is intended to or shall be deemed to modify Section 1.1 hereof orthe license granted pursuant thereto.
 
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(xii) *Anti-Avoidance*. Licensee agrees that it will, and will cause its Affiliates to, (i) usegood faith efforts not to structure arrangements or agreements in a manner intended to causerevenues (by whatever name, categorization or characterization thereof) of transactions or seriesof related transactions that would otherwise be included in the Royalty Base not to be included inthe Royalty Base (for illustrative purposes only, including by entering into a sublicensingarrangement that does not include Licensed Content within six (6) months of entering into aSublicensing Arrangement with the same sublicensee that includes Licensed Content in order to avoidrevenue from the former being included in the Royalty Base); (ii) ensure that each of the PackagedSales Transaction Process and Allocations are made on an arm’s-length basis and in good faith; and(iii) not enter into, effect or undertake any transaction, or structure any arrangement oragreement with an Affiliate that is not a controlled Affiliate, that would cause any revenues (bywhatever name, categorization or characterization thereof) that would otherwise be included in theRoyalty Base to be billed or billable by such non-controlled Affiliates, and thus excluded from theRoyalty Base.9.2 **Payment Schedule**. The Royalty shall be paid by Licensee to Licensor currently ona monthly basis on the twelfth (12th) Business Day after the end of each month in asingle payment, based upon Licensee’s good faith best estimate at such time of the amounts accrued.Appropriate adjustments (the “Adjustments”) will be made to the Royalty on a quarterlybasis within forty-five (45) days after the end of each quarter, the full amount of which shall bepaid by Licensee or credited in Licensee’s favor against future payments by Licensee, as the casemay be, with the next monthly payment of the Royalty for any difference between the amounts so paidand those finally determined to have accrued. In all cases, the calculation of the Adjustmentswill be made by Licensee as promptly as practicable, but in any case in time to be delivered toLicensor with such payment.9.3 **Royalty Calculation**. All payments made pursuant to this section shall be in cashin U.S. currency and shall be accompanied by a royalty calculation, calculated regardless of theamount of Licensed Content licensed hereunder or whether such Licensed Content are Broadcast,detailing by segment (as Licensee and its auditors believe in good faith would be required to bereported under the rules of the U.S. Securities and Exchange Commission (assuming it was areporting party under such rules), or, if not so determined to be so required under such rules orsuch rules cease to exist, in its general reports to its primary corporate level senior lenders, orsuch other segments as may be agreed by the parties acting reasonably) each of the components ofthe Royalty Base and any deductions or exclusions therefrom, and setting forth the amount ofroyalty payable based on the monthly financial information prepared for Licensee’s internalreporting purposes which are estimates and subject to the more formal closing procedures performedquarterly and annually, as well as any DTO or DTR information required to be delivered to Licensorin accordance with Sections 5.1(e) or 5.2(a), respectively. Within forty-five (45)days after each quarter end, Licensee will provide a royalty calculation including the samecategories of information as the monthly royalty statements, showing the calculation of the RoyaltyBase as reported in its quarterly financial statements, and truing up the monthly financialinformation to the quarterly financial information. Prior to delivery to Licensor, all royaltycalculations (whether monthly, quarterly, annual or otherwise) shall be reviewed and approved bythe highest-ranking accounting officer of Licensee or the executive officer to whom such senioraccounting officer reports. Each of Licensee and Licensor will appoint a contact person who isknowledgeable of the calculation of the Royalty Base to coordinate with each other, and Licensee’scontact person will provide to Licensor further information and documentation as reasonablyrequested, which may include worksheets and workpapers used for or underlying such calculation.Starting with its 2011 financial statements, Licensee will include in the segment footnote to itsaudited financial statements (including those filed with the SEC, if any) a line item, which willbe defined in such footnote, to include only the Royalty Base, except for a reconciling item toadjust barter revenues to fair value to the extent needed.
 
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9.4 **Audit Rights**. The computation of the annual Royalty Base will be reviewed withinninety (90) days of the end of each fiscal year (commencing with fiscal year 2011) by Licensee’sindependent certified public accounting firm in connection with the audit of Licensee’sconsolidated financial statements. By the one hundred and eightieth (180th) day of eachfiscal year, such accounting firm will deliver a certificate to Licensor in the form ofSchedule 7 hereto (with such changes as may be required due to a change in accounting firmor due to a change in rules governing the issuance of such reports byindependent certified public accounting firms) attesting to the accuracy of the Royalty Basecomputation, including any Allocations contained therein, and the amount of the royalty payable toLicensor, in all respects material to such Royalty Base; provided, however, thatLicensee shall not be in breach of this obligation if a change in the rules governing suchaccounting firm’s profession results in the issuance of the certificate being prohibited forreasons outside Licensee’s control, in which case Licensee shall, to the extent practicable and aspromptly as practicable, obtain such certificate from an alternate accounting firm of nationalstanding (it being understood that if as a result of the rule change, no accounting firm ofnational standing is able to provide such certificate, then for so long as such rule change remainsin effect, Licensee shall have no further obligations regarding such certificate). Within the sametime period, the chief financial officer of Licensee will deliver a certificate to Licensor in theform of Schedule 8 hereto attesting to the accuracy of the Royalty Base computation and theamount of the royalty payable to Grupo Televisa, in each case in all respects material to suchRoyalty Base, and the highest-ranking sales officer of Licensee will deliver a certificate toLicensor in the form of Schedule 9 hereto attesting that the Advertising Packaged SalesTransaction Process has been made at arm’s-length and in good faith in all respects material to theRoyalty Base. Licensee shall pay for the preparation of such certificates and their delivery toLicensor.9.5 **Additional Certificates and Services**. In connection with the audit rightscontained herein, including with respect to the Royalty Base, DTO information and DTR information,Licensor may request additional certificates and services either from Licensee’s accounting firm orfrom a firm of certified public accountants chosen by Licensor. The fees and expenses of thecertified public accountants providing such additional certificates and performing such additionalservices pursuant to this Section 9 shall be paid by Licensor, unless such verificationresults in an adjustment in Licensor’s favor equal to or greater than five percent (5%) of theannual amount originally computed by Licensee, in which case such fees and expenses shall be paidby Licensee. Following delivery of any of the certificates described in Section 9.4,Licensor may, at its election, initiate an audit by an independent auditor (which shall be a firmof certified public accountants) designated by Licensor of the computation of the Royalty Base, thePackaged Sales Transaction Process and/or Allocations having been made on an arm’s-length basis andin good faith; provided, that with respect to any year, if any certificate is not providedwithin the time frame set forth in Section 9.4, or if Licensee fails to file its annualreport by the time required under the rules of the SEC (assuming for these purposes that it is apublicly reporting company), Licensor may
 
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initiate an audit with respect to any time period at any time and from time to time thereafter, until all certificates set forth in Section 9.4 aretimely provided and (if required) Licensee’s annual report is timely filed for a subsequent year;provided, that such provision and filing shall not terminate any audit then in progress.Licensee agrees to provide any such certified public accountants with access to all business,financial and accounting records of Licensee and its Affiliates that are relevant to determinewhether the Royalty Base has been properly computed and/or whether Allocations and/or PackagedSales Transaction Process have been made on an arm’s-length basis and in good faith, and to providereasonable access to relevant personnel of Licensee or any of its Affiliates. If Licensor’saccountants notify Licensor of a finding that Licensor believes is likely to constitute a breach ofthis Agreement, Licensor will notify Licensee within fifteen (15) days of such notification andwill thereafter permit Licensee to meet at a reasonable time and place with such accountants todiscuss such finding.9.6 **Packaged Sales**. With respect to Packaged Sales, Licensee shall, from time to timeupon the written request of Licensor (but in any event no more frequently than two (2) times in anycalendar year during the Term), meet with Licensor to discuss detailed information, which will beprovided reasonably in advance of such meeting, as to the Packaged Sales made since the immediatelypreceding meeting by the top fifty (50) revenue sources (by dollar amount). Such information willinclude a schedule of such top fifty (50) revenue sources’ involvement in Packaged Sales,including, for each such revenue source, the dollar amount sold and/or allocated by Licensee or itscontrolled Affiliates to each media platform or other revenue category or, if applicable, eachportion of a media platform or other revenue category to the extent revenues of a media platform orrevenue category (or portion of a media platform) may include revenue described in both clauses (a)and (b) of the definition of “Packaged Sales,” and rates, discounts (if applicable), and terms ofsales. For Packaged Sales involving Allocations, the information shall include the dollar amountallocated to each media platform and the allocation methodology used. For Packaged Sales notinvolving Allocations, the information shall include final price information for the amount sold ineach media platform. Following each such meeting, Licensor will be entitled to reasonably requestadditional information of the same type with respect to up to five (5) additional revenue sourcesand their respective sales which are not among such top fifty revenue sources, and Licensee agreesto provide such information within forty-five (45) days after such request. Licensor will provideits requests no later than fifteen (15) Business Days after the conclusion of each such meeting.9.7 **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.
 
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9.8 **Withholding**. Licensee may deduct and withhold from any payment to or for theaccount of Licensor pursuant to this Agreement, such amounts as it in good faith determines it isrequired to withhold with respect to such payment under applicable Territory federal and state taxlaws, and shall promptly remit such amounts to the appropriate taxing authority. Within thirty(30) days of any such remittance, Licensee shall furnish to Licensor the original or certified copyof a receipt evidencing payment, or other evidence of payment reasonably requested by Licensor.Licensor shall deliver to Licensee a duly completed IRS Form W-8BEN (or successor form thereto)claiming complete exemption from, or a reduced rate of, United States withholding tax on paymentsmade by or on behalf of Licensee pursuant to this Agreement, and shall update such form as requiredby Law or reasonably requested by Licensee. For so long as Licensor has complied with itsobligation pursuant to the preceding sentence, any Territory withholding tax required to be madeby Licensee with respect to payments made pursuant to this Agreement shall be made at a rate notexceeding the rate required by Law giving effect to the IRS Form W-8BEN (or successor form)delivered by Licensor to Licensee. Licensee shall cooperate in any reasonable manner requested byLicensor to minimize Licensor’s withholding tax liability.9.9 **Venevision PLA**. Grupo Televisa agrees not to provide any notice pursuant toSection 4.2 of the Venevision PLA in such a manner that will result in an increase of the“Program Royalty” (as defined in the Venevision PLA) payable to Venevision under the VenevisionPLA.9.10 **Late Payments**. If Licensee is more than thirty (30) days late in paying anyamount due to Licensor under this Section 9, such late amounts shall thereafter bearinterest at a rate equal to twenty-five percent (25%) per annum plus any applicable withholding.9.11 **Payments for Prior Periods**. Licensee shall remain obligated to pay (to theextent it has not already done so) any amounts payable in respect of November 2010 and December2010, in accordance with, and subject to the terms and conditions of, the Third Amended andRestated Program License Agreement as though such agreement remained in effect, and shall not makeany adjustment reducing amounts payable under the Third Amended and Restated Program LicenseAgreement with respect to any period prior to November 1, 2010. Licensor shall have audit rights,and Licensee shall have obligations relating thereto (including the provision of certificates),with respect to such amounts payable in respect of November 2010 and December 2010, in accordancewith, and subject to the terms and conditions of, the Third Amended and Restated Program LicenseAgreement as though such agreement remained in effect with respect to such months. Except as setforth in this Section 9.11, Licensee shall have no obligation to make any payments toLicensor under this Agreement with respect to any revenue billed or billable by Licensee or itsAffiliates prior to the Effective Date.10. **Mexican Soccer**.10.1 **Owned Teams**.(a) Grant of Rights. Licensor hereby licenses to Licensee, on an exclusive basis, (i)the Soccer Rights to Owned Teams and Additional Owned Teams; and (ii) other Broadcast-relatedrights (e.g., including with respect to use of marks, Broadcast advertising rights, and venueaccess rights, but excluding non-Broadcast related rights such as merchandising or in-venueadvertising rights) then being licensed to Grupo Televisa under Mexican Soccer League LicenseAgreements for comparable Non-Owned Teams (the “Owned Team Soccer Rights”).
 
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(b) Soccer Rights. The “Soccer Rights” will include, with respect to HomeGames of any Mexican Soccer League team, the following rights, on an exclusive basis, throughoutthe Territory during the Term, to the full extent of the rights owned or controlled by GrupoTelevisa now or in the future:(i) the right to Broadcast in all Licensed Media in all languages all such games (and excerptsand clips thereto);(ii) the right to sublicense (in accordance with Section 4) the rights herein grantedto such games; and(iii) the right to use marks, names and likenesses of persons and entities involved in suchgames in the Broadcasts of such games and promotions of such Broadcasts.(c) Royalty; No Mexican Soccer Fee.(i) *Royalty*. For purposes of calculating the Royalty payable by Licensee to Licensor underSection 9.1 (and subject to any applicable reductions pursuant to this Section 10),revenues with respect to the Owned Team Soccer Rights shall be included in the Royalty Base to theextent they would be included subject to, and in accordance with, the terms and conditions of,Section 9.1 (including any applicable deductions and exclusions).(ii) *No Mexican Soccer Fees*. There shall be no Mexican Soccer Fees, payments or other amountspayable to Licensor with respect to the Owned Team Soccer Rights (other than the inclusion ofrevenues in the Royalty Base as described in Section 10.1(c)(i)).(d) Sale of Owned Teams.(i) *América*. If Grupo Televisa sells *América*during the Term, Licensor shall cause such saleto be conditioned on Licensee continuing to be licensed the Owned Team Soccer Rights for *América*until the earlier of (A) seven (7) years following such sale; or (B) the expiration of the Term.If Licensor does not continue to license to Licensee the Owned Team Soccer Rights for *América*following such seven (7) year period after any such sale (but prior to the expiration of the Term),then the Royalty percentages set forth in Sections 9.1(a)(i) and 9.1(b)(i)(A) shallbe reduced by 0.616% and 0.628%, respectively, on a prospective basis for the remainder of the Term(or for such period of time as Licensee is not licensed the Owned Team Soccer Rights for *América*).(ii) *Other Owned Teams*. If Grupo Televisa sells an Owned Team (other than *América*) during theTerm (and does not continue to license to Licensee the Owned Team Soccer Rights to such Owned Teamfor the remainder of the Term under the terms of Section 10.1(a) and (c)), Licensorshall, at its election, either:(A) reduce the Royalty percentages set forth in Sections 9.1(a)(i) and9.1(b)(i)(A) by 0.154% and 0.157%, respectively, on a prospective basis for the remainderof the Term; provided, that if Grupo Televisa acquires an Additional Owned Team subsequentto any such Royalty reduction and licenses to Licensee the Owned Team Soccer Rights for suchAdditional Owned Team, the Royalty percentages will be re-adjusted to their pre-reduction levelsstarting in the month in which Home Games of such Additional Owned Team are first Broadcast byLicensee and the Additional Owned Team will thereafter be treated as an Owned Team; or
 
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(B) license to Licensee the Soccer Rights for (1) a Non-Owned Team that is generallycomparable or superior to such sold Owned Team; provided, that selecting a Non-Owned Teamfor purposes of this clause (B) that is then being licensed to Licensee pursuant to Section10.2 shall require the prior written approval of Licensee in its sole discretion; or (2) anAdditional Owned Team. No Mexican Soccer Fee under Section 10.2(b)(ii) or otherconsideration for the Soccer Rights to any such Non-Owned Team other than the Royalty ascontemplated by Section 10.1(c) shall be paid by Licensee. For purposes ofdemotion, such Non-Owned Team shall be governed by Section 10.1(e). Any suchAdditional Owned Team so licensed to Licensee will thereafter be treated as an Owned Team.(iii) *Continuation of Rights*. Licensor agrees to cause any sale under Section10.1(d)(ii) to be conditioned on Licensee continuing to be licensed the Owned Team SoccerRights for the applicable sold Owned Team (excluding América) at least until the June 30immediately following such sale (and in no event shall such license terminate earlier than six (6)months following such sale or during any season in progress).(iv) *Status of Sold Team*. Any sold Owned Team for which Licensor does not continue to licenseto Licensee the Owned Team Soccer Rights for the remainder of the Term shall cease to be an OwnedTeam for purposes of this Section 10.(e) Demotion of Owned Teams.(i) *América*. In the event that *América*is demoted from the First Division for any season (orpart of a season) during the Term (the period of a demotion being a “Non First DivisionPeriod”), Licensor shall either, at its option:(A) reduce the Royalty percentages set forth in Sections 9.1(a)(i) and9.1(b)(i)(A) by 0.616%% or 0.628%, respectively, during such Non First Division Period; or(B) negotiate in good faith with Licensee regarding the continued license of Owned Team SoccerRights for *América*during such Non First Division Period and an appropriate reduction to theRoyalty percentages set forth in Sections 9.1(a)(i) and 9.1(b)(i)(A) during suchNon First Division Period; or(C) license Soccer Rights consistent with the Owned Team Soccer Rights for another team fromthe First Division that is generally comparable or superior to *América*.
 
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If Licensor elects to proceed under either clause (A) or clause (C) above, all Owned Team SoccerRights to *América*licensed to Licensee hereunder with respect to *América*shall immediately besuspended for the duration of the Non First Division Period. If *América*rises back to the FirstDivision during the Term, all Owned Team Soccer Rights for *América*shall again be effective andshall automatically and immediately be licensed to Licensee, and any reduction in the Royalty underclauses (A) or (B) or license to replacement games under clause (C) of this Section10.1(e)(i), as applicable, shall automatically and concurrently be terminated. NotwithstandingLicensor’s rights to make an election under this Section 10.1(e)(i), Licensee shall havethe right to require Licensor to choose to proceed under clause (B); provided, that ifLicensor and Licensee shall fail to agree on an appropriate Royalty reduction within a reasonableperiod of time (notwithstanding their attempts to negotiate in good faith with respect thereto),then Licensor shall be free to select an option under clauses (A) or (C) in its discretion.(ii) *Other Owned Teams*. In the event that an Owned Team (other than *América*) or a replacementthereof under a previous exercise of Section 10.1(e)(ii)(A) is demoted from the FirstDivision for any Non First Division Period, Licensor shall either, at its option:(A) license to Licensee the Soccer Rights for a Non-Owned Team or Additional Owned Team thatis generally comparable or superior to such demoted team (which team may be a team for whichLicensor is then licensing Soccer Rights to Licensee pursuant to Section 10.2, in whichcase such team shall continue to be a Non-Owned Team or Additional Owned Team but Licensee shallpay only the Royalty rather than the Mexican Soccer Fee under Section 10.2(b)(ii), and thisSection 10.1(e) shall thereafter apply to such replacement team); or(B) reduce the Royalty percentages set forth in Sections 9.1(a)(i) and9.1(b)(i)(A) by 0.154%and 0.157%, respectively, for the duration of the NonFirst Division Period.In either case, all rights to Home Games played by the demoted team licensed to Licensee hereundershall immediately be suspended for the duration of the Non First Division Period. If the demotedteam rises back to the First Division during the Term, all Owned Team Soccer Rights for the demotedteam shall again be effective and shall automatically and immediately be licensed to Licensee, andany reduction in royalty under clause (B) or license to replacement games under clause (A) of thisSection 10.1(e)(ii) shall automatically and concurrently be terminated (and if thereplacement team was a team for which Licensor was licensing Soccer Rights to Licensee pursuant toSection 10.2 prior to such demotion, Licensor shall again license to Licensee the SoccerRights to such team pursuant to Section 10.2).(f) *Querétaro*.(i) *Replacement Through June 30, 2011*. It is understood and agreed by the parties that, forthe period beginning on the Effective Date and ending on June 30, 2011, Licensor shall license toLicensee the Soccer Rights to *Querétaro*as a replacement for *Necaxa*during such period. For thisperiod, notwithstanding that *Querétaro*is a Non-Owned Team, for purposes of determining applicableconsideration, *Querétaro*shall be governed by Section 10.1(c) rather than by Section10.2(b).(ii) *Replacement After June 30, 2011*. Following June 30, 2011, Licensor shall license toLicensee Owned Team Soccer Rights to *Necaxa*; provided, that if Licensor is unable tolicense to Licensee such rights to *Necaxa*, Licensor shall license to Licensee the Soccer Rights toanother First Division team (which may be *Querétaro*) as a replacement therefor, until such time asthe Owned Team Soccer Rights to *Necaxa*are licensed to Licensee hereunder. If such replacementteam, if any, is a Non-Owned Team, for purposes of determining applicable consideration, such teamshall be governed by Section 10.1(c) rather than by Section 10.2(b); and (B) forpurposes of demotion, it shall be governed by Section 10.1(e). If such replacement team,if any, is an Additional Owned Team, such team shall thereafter be treated as an Owned Team.
 
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10.2 **Non-Owned Teams**.(a) Grant of Rights.(i) *Soccer Rights*. Licensor hereby licenses to Licensee, on an exclusive basis, the SoccerRights, to the full extent of the rights owned or controlled by GrupoTelevisa now or in the future, in each case, with respect to all Home Games of any Non-OwnedTeams with respect to which Grupo Televisa is a party to a Mexican Soccer License Agreement.(ii) *Additional Rights*. In addition to the Soccer Rights licensed under Section10.2(a)(i), Licensor hereby licenses to Licensee any other Broadcast-related rights in LicensedMedia in the Territory during the Term with respect to Non-Owned Teams that Grupo Televisa owns orcontrols pursuant to the applicable Mexican Soccer License Agreement.(iii) *Limitation on Teams*. For the 2011 season only, the Non-Owned Teams shall be limited tothe *Atlas*and *Atlante*soccer teams and, to the extent provided in Section 10.1(f), the*Querétaro*soccer team.The Soccer Rights and additional rights licensed under this Section 10.2(a) with respect toeach Non-Owned Team are referred to herein as the “Non-Owned Team Soccer Rights”.(b) Royalty; Mexican Soccer Fee.(i) *Royalty*. For purposes of calculating the Royalty payable by Licensee to Licensor underSection 9.1 (and subject to any applicable reductions pursuant to this Section 10),revenues with respect to the Non-Owned Team Soccer Rights shall be included in the Royalty Base tothe extent they would be included subject to, and in accordance with, the terms and conditions ofSection 9.1 (including any applicable deductions and exclusions).(ii) *Mexican Soccer Fee*. Subject to Section 10.2(d)(iii), Licensee shall pay Licensora fee equal to (A) until June 30, 2015, forty-five percent (45%) of the license fees required to bepaid by Licensor to license all Non-Owned Team Soccer Rights and corresponding Mexican rights asspecified in the applicable Mexican Soccer License Agreement, and (B) from and after July 1, 2015,fifty percent (50%) of the license fees required to be paid by Licensor to license all Non-OwnedTeam Soccer Rights and corresponding Mexican rights as specified in the applicable Mexican SoccerLicense Agreement (the fees payable by Licensee under clauses (A) and (B), as applicable, the“Mexican Soccer Fee”). For the avoidance of doubt, for purpose of the immediatelypreceding sentence, license fees shall not include any amounts payable with respect to any rightsnot licensed to Licensee hereunder (e.g., Radio, merchandising, etc.). Licensee shall pay toLicensor the Mexican Soccer Fee with respect to each applicable Mexican Soccer League team no laterthan five (5) Business Days prior to the time that Licensor is obligated to pay to the applicablethird party the underlying license fees for such team pursuant to the applicable Mexican SoccerLicense Agreement.
 
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(iii) *Demotion*. The parties acknowledge and agree that in the event that a Non-Owned Team isdemoted from the First Division, the provisions of the underlying Mexican Soccer License Agreementshall control any rights and remedies with respect to the demoted Non-Owned Team, and Licenseeshall share, in proportion to its percentage share of the license fees under the applicable MexicanSoccer License Agreement pursuant to Section 10.2(b)(ii), in any benefit, paymentsuspension or payment reduction obtained by Licensor pursuant to such rights and remedies.(c) Acquisition of Teams.(i) *Acquired Team Mexican Soccer Fee*. In the event that Grupo Televisa acquires a MexicanSoccer League team in the First Division (or an Affiliate acquires a Mexican Soccer League team inthe First Division such that Grupo Televisa owns or controls the Soccer Rights to games played bysuch team) (an “Additional Owned Team”) and such Additional Owned Team does not becometreated as an Owned Team pursuant to Section 10.1(d)(ii), then (A) if Licensee was beinglicensed Non-Owned Soccer Rights for such Additional Owned Team in the Territory immediately priorto any such acquisition, then (1) Licensor shall continue to license to Licensee the Non-Owned TeamSoccer Rights for such Additional Owned Team and Licensee shall continue to pay to Licensor theMexican Soccer Fee (in addition to the Royalty) in effect based on the applicable Mexican SoccerLicense Agreement immediately prior to such acquisition until the expiration of the license termunder such Mexican Soccer License Agreement; and (2) following expiration of such license term,Licensor shall license to Licensee the Owned Team Soccer Rights to such team and Licensee shall payto Licensor a fee (in addition to the Royalty) for such Additional Owned Team based on amountspayable under licenses for Mexican Soccer League teams that are generally comparable to suchacquired team at such time (which fee shall be treated as a Mexican Soccer Fee); and (B) otherwise,Licensor shall license to Licensee the Owned Team Soccer Rights for such newly acquired team andLicensee shall pay to Licensor a fee (in addition to the Royalty) for such Additional Owned Teambased on amounts payable under licenses for Mexican Soccer League teams that are generallycomparable to such acquired team at such time (which fee shall be treated as a Mexican Soccer Fee).(ii) *Rising Team License Fee*. The provisions of this Section 10.2(c) shall equallyapply, *mutatis mutandis*, to any Mexican Soccer League team owned by Grupo Televisa (other than anOwned Team) that rises into the First Division during the Term, and any such team shall be treatedas an Additional Owned Team (unless such team becomes treated as an Owned Team pursuant toSection 10.1(d)(ii)). In the event that any Mexican Soccer League team owned by GrupoTelevisa (other than an Owned Team) rises into the First Division during the Term, then Licensorshall license to Licensee the Owned Team Soccer Rights for such Additional Owned Team and Licenseeshall pay to Licensor, in addition to the Royalty, a Mexican Soccer Fee for such Additional OwnedTeam based on amounts payable under licenses for Mexican Soccer League teams that are generallycomparable to such Additional Owned Team at such time.
 
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(d) Licensing of Teams.(i) *Facilitation Obligations*. As each Mexican Soccer License Agreement with respect to anyNon-Owned Team expires, and whenever Grupo Televisa seeks to obtain Mexican Broadcast rights tosuch games, Licensor will use commercially reasonable efforts to cause Grupo Televisa to obtainrights consistent with the Soccer Rights (and in the case of a renewal of an existing MexicanSoccer License Agreement, any other rights owned or controlled by Grupo Televisa in the Territoryrelating to the applicable team); provided, that such obligation will not impede orrestrict Grupo Televisa’s ability to obtain Mexican Broadcast rights to such games. Licensor shallkeep Licensee apprised at all times of progress and major developments in regards to GrupoTelevisa’s efforts to obtain rights to any such games.(ii) *Provision of License Agreements*. If Grupo Televisa enters into any new, extended orrenewed license agreement including Licensed Soccer Rights during the Term, Licensor shall, withinfifteen (15) Business Days of execution thereof, provide a true and correct copy of such license toLicensee; provided, that Licensor may redact such copy solely to the extent necessary toavoid a violation of any agreement to which Licensor or its Affiliates is a party or a loss ofprivilege or trade secret protection to Licensor or its Affiliates or as required by Law.(iii) *Arbitration of Allocation of License Fees*. If, following January 1, 2013, eitherLicensor or Licensee determines that (A) its share of the license fees under any applicable MexicanSoccer License Agreement is disproportionately high or low compared to the relative value of rightsinside and outside of the Territory or (B) the Non-Owned Team Soccer Rights are more or lessrestrictive than the corresponding Mexican rights under any specific Mexican Soccer LicenseAgreement and the parties are unable to negotiate in good faith an alternative allocation oflicense fees thereunder within thirty (30) days of such determination, Licensor or Licensee, asapplicable, may obtain an independent and binding allocation of fees from the Umpire in accordancewith Section 15.1.(e) *Atlante*. Licensor represents and warrants, as of the date hereof, that Caribevision’sLinear Television Channel Broadcast rights to *Atlante*in the Territory for the 2011 and 2012 TorneoClausura and Torneo Apertura seasons are non-transferable (other than to Affiliates ofCaribevision), non-exclusive and limited to the cities of New York and Miami and the territory ofPuerto Rico, and Licensee is being granted the right to exercise the Soccer Rights in such areasconcurrently therewith. For the avoidance of doubt, Licensee’s payment of the Mexican Soccer Feefor *Atlante*with no reduction for the 2011 and 2012 Torneo Clausura and Torneo Apertura seasonsshall in no way affect the parties’ respective rights under Section 10.2(d)(iii) withrespect to future payments of Mexican Soccer Fees (with respect to *Atlante*or otherwise).
 
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10.3 **General Terms and Conditions****.**(a) Access to / Transmission of Feeds. Licensor will deliver to Licensee in respectof all Mexican Soccer League games (including for both Owned Teams and Non-Owned Teams) (i) accessto a clean feed with video, natural stadium sound and, to the extent consistent with past practice(which, for the avoidance of doubt, is understood to mean during replays only), the Televisa orTelevisa Deportes logo, in standard definition and, if produced by Grupo Televisa, in highdefinition (it being understood that Grupo Televisa shall have no obligation to produce any highdefinition feed); (ii) a commentary audio track; and (iii) a dirty feed as Broadcast by means ofFree Television by Grupo Televisa in Mexico. Licensee may Broadcast any of the clean feed, theclean feed combined with the commentary track or the dirty feed. Licensee will pay the cost andexpense of transmission of such feeds from either the stadium in which the relevant Mexican SoccerLeague game is played or from Grupo Televisa’s Mexico City Broadcast center. At the reasonablerequest of Licensee and to the extent Grupo Televisa has authorization therefor, Licensor willallow Licensee to have personnel and supplemental Broadcast equipment present at the site ofMexican Soccer League games in order to augment Licensee’s Broadcasts (if any) of the clean feeds.(b) Scheduling of Soccer Games. Licensor will use its best efforts to assist Licenseein its efforts to (i) schedule a First Division match in both the Sunday 12:00 Mexican local time(1:00pm EST) and 16:00 Mexican local time (5:00pm EST) kickoff windows; and (ii) arrange for theactual kickoffs for an agreed upon number of Mexican Soccer League games, as requested by Licensee,to occur at two minutes past the scheduled hour’s start time (provided that such “best efforts” donot require Grupo Televisa to pay any additional consideration as a result).(c) Commercial Insertions. Licensee shall be permitted to insert into its Broadcastof Mexican Soccer League games (except in the case of Non-Owned Teams, to the extent prohibited orrestricted under the applicable Mexican Soccer License Agreement) the following items (and, for theavoidance of doubt, any revenues received with respect thereto will be included in the Royalty Baseto the extent they otherwise meet the definition thereof in accordance with Section 9.1):(i) *Squeeze-backs, Wipes and Crawls.*Squeeze-backs with sponsored frames, sponsored replaywipes, and lower-third “crawls” with advertiser messages or promotional material;(ii) *Commercials and Graphics*. 30-second commercial units, opening, middle and closing programbillboards, corporate logos of sponsors adjacent to the clock/scoreboard graphic during play,sponsored in-frame graphics such as starting line-ups, statistical summaries, scores of othergames, game MVPs (i.e., most valuable players), and sponsored in-game phone polls and triviaquestions;(iii) *Virtual Advertising*. Virtual advertising that does not cover in-stadium advertisingand, if technologically feasible, virtual advertising that covers in-stadium advertising instadiums owned by Grupo Televisa (so long as the relevant advertiser is not a direct competitor ofthe replaced advertiser, the major advertiser on the uniform of either team or the named sponsor ofthe stadium); and(iv) *Other Enhancements.*Any other form of commercial or technological enhancement that isboth (A) permitted under the applicable license by and between Grupo Televisa and the applicablerights holder; and (B) utilized or implemented by Grupo Televisa in connection with its Broadcastof the applicable games in Mexico.
 
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(d) Right of First Negotiation / First Refusal for Virtual Technical AdvertisingServices. Licensee will provide Licensor with a Right of First Negotiation / First Refusal toprovide virtual technical advertising services for any virtual advertising if and to the extentthat Licensee engages a third party for such services.(e) Clip Rights. Pursuant to the Licensed Soccer Rights, Licensee shall have theright to create clips, vignettes, highlight reels or other similar short-form Audiovisual Contentfrom the Licensed Mexican Soccer Games, which shall be in addition to any clips produced byLicensor as Televisa Produced Clips. Any clips so created hereunder shall be deemed LicenseeProduced Clips. Licensee’s creation of clips from any Mexican Soccer Games shall not be subject toSection 8.8.(f) Comparable Teams. For purposes of determining whether a Mexican Soccer Leagueteam is comparable or superior to another Mexican Soccer League team under this Section 10,a team that rises from the Liga de Ascenso to the First Division will be deemed comparable to thelowest-ranked First Division team (i.e., the team that concurrently descends from the FirstDivision to the Liga de Ascenso); otherwise, any disputes regarding the comparability of teamsshall be subject to Section 15.1.(g) Controlling Terms and Conditions. In the event of any inconsistency between theterms, conditions, exceptions and exclusions of this Section 10 (with respect to thesubject matter hereof) and any of the other terms, conditions, exceptions and exclusions of thisAgreement, the terms, conditions, exceptions and exclusions of this Section 10 shallcontrol.11. **Unsold Advertising Time**.11.1 **Grupo Televisa Rights to Unsold Advertising Time**.(a) Licensee Sale or Use of Advertising Time. Advertising time on the Networks andStations shall first be sold (including by any type of barter, including as part of a transfer ofassets or otherwise) to third party advertisers or used to make good on audience deficiency units.(b) Licensee Right to Unsold Advertising. Subject to Section 11.2,advertising time that remains unsold may be utilized by Licensee at no cost for its own use(including for public service announcements or for obtaining carriage of the Networks and/orStations), and for use (i) by its divisions and controlled Affiliates no matter the nature of theirbusiness; and (ii) as part of the consideration to acquire or make an investment in an unaffiliatedthird party in a strategic transaction in which Licensee or a controlled Affiliate acquires anequity interest of twenty percent (20%) or more of such third party, if such transaction (includingthe consideration) is approved by the board of directors of BMPI and the unsold advertising timedoes not exceed a reasonable amount as determined by the board of directors of BMPI on atransaction by transaction basis; provided, that if any such advertising time is used byLicensee for use by or promotion of any television network and/or television station the revenuesrelated to which are not encompassed in the Royalty Base, then Licensor shall be entitled to twicethe number of spots on such network and/or station in the same daypart.
 
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(c) Licensor Right to Unsold Advertising Time. Subject to Section 11.8, aftergiving effect to Sections 11.1(a), 11.1(b) and 11.2, half of any remainingunsold inventory shall be provided to Licensor for use by Licensor or its Affiliates at no cost forpromotion of any of their businesses; provided, that Licensor and its Affiliates may notuse such unsold inventory for promotion of (i) any Linear Television Channel in the Territory; or(ii) the availability of Pantelion Movies on any Linear Television Channel or video-on-demandservice that competes with any Linear Television Channel or video-on-demand service owned orcontrolled by Licensee (it being understood and agreed that use of such inventory by Licensor forany purposes other than those restricted by this proviso shall be permitted, including promotion ofany other businesses that may be competitive with businesses of Licensee).11.2 **Guaranteed Advertising**. Notwithstanding Section 11.1, and subject toSection 11.3, Licensee guarantees that it will provide to Licensor an amount of advertisingon the Networks and Stations for each calendar year commencing with 2011 (the “TelevisaAdvertising”) with a gross value of not less than $62,112,200, subject to adjustment as setforth below (with respect to each calendar year, the “Guaranteed Base Advertising Amount”),and an additional amount of Televisa Advertising on the Networks and Stations with a gross value ofnot less than $7,500,000 (with respect to each calendar year, the “Guaranteed AdditionalAdvertising Amount” and, together with the Guaranteed Base Advertising Amount, the“Guaranteed Advertising Amount”), for use by Licensor or its Affiliates at no cost forpromotion of any of their businesses; provided, that Licensor and its Affiliates may not use suchunsold inventory for promotion of (a) any Linear Television Channel in the Territory; or (b) theavailability of Pantelion Movies on any Linear Television Channel or video-on-demand service thatcompetes with any Linear Television Channel or video-on-demand service owned or controlled byLicensee (it being understood and agreed that use of such inventory by Licensor or its Affiliatesfor any purposes other than those restricted by this proviso shall be permitted, includingpromotion of any other businesses that may be competitive with businesses of Licensee). Startingon January 1, 2012, the Guaranteed Base Advertising Amount will be adjusted on the first day ofeach fiscal year in the Term based on the percentage increase from the prior fiscal year in theconsumer price index published by the U.S. Bureau of Labor Statistics. For example, if such indexincreases by three percent (3%) during fiscal year 2011 and by another three percent (3%) duringfiscal year 2012, then the Guaranteed Base Advertising Amount shall be $63,975,566 for 2012 and$65,894,833 for 2013. Licensee may be required to satisfy this Guaranteed Advertising Amount byallowing Licensor to use commercial time that Licensee or its controlled Affiliates would otherwisebe entitled to use for its own purposes or to sell to third parties under Sections 11.1(a)and (b). The parties acknowledge and agree that the portion of the Televisa Advertisingthat Licensee agreed to provide to Licensor pursuant to the Third Amended and Restated ProgramLicense Agreement took into account the settlement provided for in the Mutual Release andSettlement Agreement, dated as of January 22, 2009, by and among Licensor, GT, Licensee, andTelefutura Network.11.3 **Timing For Use of Unsold Advertising**. No later than ten (10) Business Daysbefore the beginning of a quarter, Licensor will inform Licensee of the advertising campaigns thatit wants to run during the following quarter. In any quarter, Licensee shall air no less thantwenty percent (20%) of the Guaranteed Advertising Amount nor more than thirty percent (30%) of theGuaranteed Advertising Amount. In any annual period (including fiscal year 2011 but excluding thelast annual period of the Term), Licensee shall air no less than ninety-five percent (95%) of theGuaranteed Advertising Amount (excluding any make-up amount) and, in the event that it airs lessthan one hundred percent (100%) of the Guaranteed Advertising Amount, shall make up for any suchshortfall in the first (1st) calendar quarter of the next annual period. In the lastannual period of the Term, Licensee shall air no less than one hundred percent (100%) of theGuaranteed Advertising Amount (excluding any make-up amount) and all make-up amounts.
 
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11.4 **Location of Unsold Advertising**. Of the Guaranteed Advertising Amount, no lessthan sixty percent (60%) will be made available on the Networks and, subject to availability, theTuTv Networks, and the remainder on the Stations; provided, that, subject to Licensee’swritten consent (which may be withheld in itssole discretion), the Guaranteed Advertising Amount may also be made available on any otherLinear Television Channel. Licensor may request, and Licensee will use best efforts to honor (andto cause the Stations and its controlled Affiliates to honor) such requests, a diverse Station mix;provided, that Licensee shall have no obligation to honor any specific request for any Station thatis in excess of three percent (3%) of the value of the local gross advertising revenue for suchStation during the prior calendar year. Licensee shall provide Licensor with an annual reportwithin ninety (90) days of the end of each fiscal year setting forth all gross advertising revenuefrom local advertising; provided, that in the event of any shortfall under Section11.3, Licensee shall also provide Licensor with an estimated amount of such shortfall, asadjusted pursuant to the last sentence of Section 11.3, as soon as reasonably practicable(and in any event, within thirty (30) days following the end of the annual period in which theshortfall occurred).11.5 **Pricing****.**Each year during the upfront season, Licensee will provide Licensorwith the annual commercial ratings upfront rate card in effect for the four (4) calendar quartersof the following Broadcast year which is used to negotiate with third parties, gross of anyadvertising agency or similar commissions. For the purpose of calculating the amount of TelevisaAdvertising to be furnished to Licensor at no cost in order to satisfy the Guaranteed AdvertisingAmount, all advertising on the Networks will be priced at eighty percent (80%) of the amount setforth on such upfront rate card for such time slot, and all advertising on the Stations will bepriced based on the monthly average rate for all advertising for such Station for the month ofairing on a station by station and daypart by daypart basis, not including direct response and zerodollar spots.11.6 **Coordination**. Airing of the Televisa Advertising will be closely coordinatedbetween Licensee and Licensor with the intention that Televisa’s advertising will be provided areasonable advertising schedule, but recognizing that third party paid advertising will takeprecedence, subject to the penultimate sentence of Section 11.2. Licensee’s obligation toprovide Licensor with the advertising hereunder is based on availability on the terms described inthis Section 11, but in any event any Televisa Advertising would not air before 6:00 a.m.or after 1:00 a.m. within the applicable market. Four (4) days before the beginning of each week,Licensee will confirm to Licensor which network advertising will air during the following week, andto the extent Licensee is unable to confirm such week, it would attempt to confirm another weekwithin the same quarter. Licensee shall provide Licensor with pre-logs showing the plannedadvertising schedule at least one (1) day in advance of the airing of any Televisa Advertising, andshall not permit any tampering with the tracking codes of any Televisa Advertising. Within ninety(90) days of the end of each calendar year, an officer of Licensee will provide to Licensor areport setting forth in reasonable detail the schedule and value of the Televisa Advertisingprovided during such year. Licensee and Licensor shall each appoint a single contact person forthe coordination, orders and confirmations described in this Section 11, which person (orhis or her duly named substitute) shall be knowledgeable of these requirements and, in the case ofLicensee, the availability of time on the Networks and Stations, and is able to provide furtherinformation if needed.
 
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11.7 **Non-Preemptable Advertising**. Notwithstanding anything to the contrary containedherein and in addition to any other obligations of Licensee contained herein, at least two-thirdsof the Guaranteed AdditionalAdvertising Amount shall be on a non-preemptable basis as would apply to a non-preemptableupfront advertiser.11.8 **Purchase of Additional Advertising**. Licensor and its Affiliates shall bepermitted to purchase additional advertising time on the Networks and, subject to availability, theTuTv Networks, which cannot be preempted by Licensee or its Affiliates, which time shall be soldfor the lowest spot rate then being offered for a non-preemptable spot in the program during whichsuch time is sold.11.9 **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 11.11.10 **Use of Unsold Advertising for Televisa 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’ use of unsold advertising inventory under this Section 11 andthe purchase of additional advertising under this Section 11.8, Licensor and its Affiliatesmay include in any of their commercial advertisements incidental references to, or images of, athird party that relate to the primary subject matter of such Licensor (or its Affiliate’s)advertisement (e.g., a Grupo Televisa hard good “available at Wal-Mart” or a Grupo Televisa paymentcard affiliated with Mastercard) (“Tie-Ins”) (a) with a duration not in excess of thecustomary industry practice (it being understood that the customary industry practice as of thedate hereof is approximately five (5) seconds in any commercial); (b) if the reference isgraphical, of a size substantially consistent with customary industry practice; and (c) withrespect to which Licensor and its Affiliates do not receive any revenues, directly or indirectly,from the third party in exchange for the Tie-In.11.11 **Unsold Advertising Limited to Networks and Stations**. For the avoidance ofdoubt, Licensor and its Affiliates’ rights to unsold advertising under this Section 11shall only apply to unsold advertising on the Networks and Stations (subject to Section11.4).
 
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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 digitaldistribution of the Licensed Content, Licensor has secured or will secure all necessary Clearances(subject to the provisos in Section 12.1(e)), for the exercise of the Licensed Rights tothe Licensed Content 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;(e) Residuals. Licensor has paid or will pay all compensation, residuals, reuse fees,synchronization royalties, and other payments which must be made in connection with theexploitation of the Licensed Rights herein granted to Licensee to any third parties includingmusicians, directors, writers, producers, announcers, publishers, composers, on-camera andoff-camera performers and other persons who participated in production of such Licensed Content,and to any applicable unions, guilds or other labor organizations; provided,however, that Licensor has not acquired performing rights for performance in the Territoryof the music contained in such Licensed Content, which rights shall be obtained by Licensee;provided, further, however, that Licensor warrants and represents that allmusic is available for licensing through ASCAP, BMI or SESAC (or any successor or similar entity inthe United States) or is in the public domain or is owned or controlled by Licensor or itsAffiliates to the extent necessary to permit Broadcasts hereunder in the Territory and noadditional clearance or payment is required for such Broadcast;(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);(h) Exclusivity. Except to the extent expressly permitted by this Agreement, GrupoTelevisa has not and will not grant or license to others, and will not itself exercise, any rightsto Broadcast any Licensed Content in any Licensed Media during the Term in the Territory, includingby way of any Broadcast over the Radio of any audio portion of any Novela in the Territory (otherthan spill-over from Grupo Televisa’s border Radio stations in Mexico).
 
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(i) FCA Section 507. To the extent FCA Section 507 is applicable, no Licensed Contentincludes or will include any matter for which any money, service or other valuable consideration isdirectly or indirectly paid or promised to Licensor or its Affiliates by a third party, or acceptedfrom or charged to a third party by Licensor or its Affiliates, unless such is disclosed inaccordance with FCA Section 507. Licensor and its Affiliates shall exercise reasonable diligenceto inform its employees, and other persons with whom it deals directly in connection with suchprograms, of the requirements of FCA Section 507; provided, however, that no act ofany such employee or of any independent contractor connected with any of the Licensed Content, incontravention of the provisions of FCA Section 507, shall constitute a breach of the provisions ofthis paragraph unless Licensor or its Affiliates have actual notice thereof and fail promptly todisclose such act to Licensee. As used in this paragraph, the term “service or other valuableconsideration” shall not include any service or property furnished without charge or at a nominalcharge for use in, or in connection with, any of the programs “unless it is so furnished inconsideration for an identification in a broadcast of any person, product, service, trademark orbrand name beyond an identification which is reasonably related to the use of such service orproperty on the broadcast,” as such terms are used in FCA Section 507. No inadvertent failure byLicensor or its Affiliates to comply with this paragraph shall be deemed a breach of thisAgreement.(j) Soccer.(i) *Soccer Residuals and Clearances*. Licensor has paid or will pay all compensation,residuals, reuse fees, synchronization royalties, and other payments which must be made, inconnection with Licensed Soccer Rights and in connection with exploitation of such rights, to anythird parties including musicians, directors, writers, producers, announcers, publishers,composers, on-camera and off-camera performers, players and other persons who participated inproduction of the games with respect to such rights, and to any applicable unions, guilds or otherlabor organizations; provided, however, that Licensor has not acquired performingrights for performance in the Territory of the music contained in such Licensed Soccer Rights,which rights shall be obtained by Licensee; provided, further, however,that Licensor warrants and represents that all music is available for licensing through ASCAP, BMIor SESAC (or any successor or similar entity in the United States) or is in the public domain or isowned or controlled by Licensor to the extent necessary to permit Broadcasts hereunder in theTerritory and no additional clearance or payment is required for such Broadcast; providedthat nothing in this representation shall be deemed to affect Licensee’s obligations to pay Royaltyand Mexican Soccer Fees pursuant to this Agreement;(ii) *Soccer Intellectual Property*. Licensor represents and warrants that exercise of theLicensed Soccer Rights licensed to Licensee hereunder will not infringe on any rights of any thirdparty, including copyright, patent, trademark, unfair competition, contract, property, defamation,privacy, publicity or “moral rights” (to the extent such moral rights are recognized by U.S. Law);
 
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(iii) *Soccer Exclusivity*. Except to the extent expressly permitted hereunder, Licensor hasnot and will not grant or license to others, and will not itself exercise, any Licensed SoccerRights in the Territory; and(iv) *Ownership of Soccer Rights*. Licensor represents and warrants that Grupo Televisa owns,as of the date hereof, each Owned Team.(k) Pantelion.(i) *Venture*. Licensor’s controlled affiliate Videocine has entered into an arrangement withLionsgate, as memorialized in the Pantelion LLC Agreement, pursuant to which Videocine andLionsgate jointly own, and Videocine controls, Pantelion.(ii) *Free Television Rights to Pantelion Movies*. (A) Grupo Televisa owns or controls (orshall own or control), and will continue throughout the Term to own or control, the exclusive FreeTelevision rights in the Territory in and to each Pantelion Movie and has the right, and willcontinue to have the right throughout the Term, to exclusively license all such rights to Licenseein accordance with Section 1.1(a)(iii); (B) there are (and shall be) no additional consentsneeded with respect to the granting of such Free Television rights to Licensee; and (C) there are(and shall be) no additional limitations, restrictions or conditions imposed upon Licensee’sexercise of such Free Television rights by Pantelion or Lionsgate or any of their respectiveAffiliates, other than those contained in this Agreement.(iii) *Right of First Negotiation / First Refusal for Pantelion Movies*. (A) Licensor has theright to, and will continue to have the right throughout the Term to, or to cause Videocine orPantelion to, provide to Licensee the Right of First Negotiation / First Refusal for each PantelionMovie; (B) there are (and shall be) no additional consents needed with respect to the granting toLicensee of such right of First Negotiation / First Refusal for each Pantelion Movie; and (C) theBroadcast rights in each Licensed Media in the Territory to each Pantelion Movie are not subjectto, and will not be subject to, any rights, entitlements or arrangements (e.g., Pantelionproprietary Linear Television Channels or option or output arrangements) that would in any waylimit, impair or restrict Licensee’s Right of First Negotiation / First Refusal.(iv) *Information Regarding Pantelion*. (A) The Current Pantelion LLC Agreement is a true andcorrect copy of the only agreement as of the date hereof between or among any of Grupo Televisa,Lionsgate and/or Pantelion (and/or any of their respective Affiliates) relating to Pantelion thataffects Licensee’s rights hereunder; and (B) the Current Pantelion LLC Agreement has been redactedsolely so as not to disclose economic terms and other terms not directly or indirectly affectingLicensee’s rights hereunder adversely.12.2 **Licensee Representations and Warranties**. Licensee hereby agrees, warrants andrepresents for the duration of the Term as follows:(a) Capacity. Licensee is free to enter into and fully perform this Agreement.(b) 2014 World Cup. Licensee has obtained, pursuant to a binding agreement, the rightto Broadcast in Licensed Media in the Territory the 2014 World Cup generally consistent with therights obtained by Licensee for the 2010 World Cup.
 
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12.3 **Insurance**. Licensor further agrees that, while it has no obligation to do so, ifGrupo Televisa 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 Grupo Televisa. 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, subsidiaries, partners, the partnersof any partnership that is a partner of Licensee, its direct and indirect shareholders (other thanGrupo Televisa) and all officers, directors, employees and agents of any of the foregoing(collectively the “Licensee Indemnitees”) against and hold the Licensee Indemniteesharmless from (subject to Section 15.8) any and all claims, deficiencies, assessments,liabilities, losses, damages, expenses (including reasonable fees and expenses of counsel)(collectively, “Losses”) incurred or suffered by any Licensee Indemnitee arising out of,relating to, or by reason of, Grupo Televisa’s breach of, or non-compliance with, any covenant,agreement or provision herein contained or the inaccuracy of any representation or warranty made byLicensor. Such Losses shall be reduced by: (a) the amount of any net tax benefit ultimatelyaccruing to Licensee on account of Licensee’s payment of such claim; (b) insurance proceeds whichsuch Licensee Indemnitee has or will receive in connection with such Losses; and (c) any recoveryfrom third parties in connection with such Losses; provided, however, that Licensorshall not delay payment of its indemnification obligations hereunder pending resolution of any taxbenefit or insurance or third party claim if the Licensee Indemnitee provides Licensor with anundertaking to reimburse Licensor for the amount of any such benefit or claim ultimately received;and provided, further, that the Licensee Indemnitee shall have no obligation toobtain any such insurance proceeds or recovery from third parties if and to the extent Licensor issubrogated (in form and substance satisfactory to Licensor) to such Licensee Indemnitee’s claims inrespect of such insurance or third parties.13.2 **Licensee Indemnification**. Licensee agrees to indemnify Licensor, its Affiliates, subsidiaries (other than Licenseeand its Affiliates), partners, the partners of any partnership that is a partner of Licensee, itsdirect and indirect shareholders and all officers, directors, employees and agents of any of theforegoing (the “Licensor Indemnitees”) against and hold the Licensor Indemnitees harmlessfrom (subject to Section 15.8) any and all Losses incurred or suffered by any LicensorIndemnitee arising out of, relating to, or by reason of, (a) Licensee’s or its controlledAffiliates’ or permitted sublicensees’ breach of, or non-compliance with, any covenant, agreementor provision herein contained or the inaccuracy of any representation or warranty made byLicensee); or (b) any program or commercial material (apart from the Licensed Content) furnished byLicensee. Such Losses shall be reduced by: (i) the amount of any net tax benefit ultimatelyaccruing to Grupo Televisa on account of ’Grupo Televisa’s payment of such claim; (ii) insuranceproceeds
 
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which Grupo Televisa has or will receive in connection with such Losses; and (iii) any recovery fromthird parties in connection with such Losses; provided, however, that Licenseeshall not delay payment of its indemnification obligations hereunder pending resolution of any taxbenefit or insurance or third party claim if the Licensor Indemnitee provides Licensee with anundertaking to reimburse Licensee for the amount of any such claim ultimately received; andprovided, further, that the Licensor Indemnitee shall have no obligation to obtainany such insurance proceeds or recovery from third parties if and to the extent Licensee issubrogated (in form and substance satisfactory to Licensee) to such Licensor Indemnitee’s claims inrespect 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 term thereof the giving by the claimant of a release of the Indemnitee from allliability with respect 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 later of (a) December 31, 2025; and (b) the date that isninety (90) months following a Televisa Sell-Down. This Agreement may be terminated by eitherparty only pursuant to, and in accordance with, the terms and conditions set forth in Section15; or in the event that the other party asserts Force Majeureunder Section 20.2 as a relief from substantially all of its obligations hereunder for aperiod in excess of one (1) year.15. **Dispute Resolution; Remedies**. Each of Licensor and Licensee intends to use its good faith efforts to establish aconstructive working relationship which will continue throughout the Term. In order to facilitatemaintenance of that relationship, each desires to set forth remedy provisions by which anydisagreements 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 Televisa Local Novela or Acquired Other Content or if theprocedures of Section 2 relating thereto have been followed;(ii) *Editing*. Any disputes over editing of Licensed Content, including whether such LicensedContent constitutes “Televisa Spoiler Content”;(iii) *Unsold Advertising*. Any disputes relating to the use, placement and/or pricing ofunsold advertising;(iv) *Packaged Sales*. Any disputes relating solely to the procedures applicable to the review,evaluation and reporting of Packaged Sales and not to the allocation or attribution of PackagedSales;(v) *Mexican Soccer Fees*. Any disputes regarding the allocation of Mexican Soccer Fees underSection 10.2(d)(iii);(vi) *Replacement Team*. Any disputes with respect to whether any Mexican Soccer League team isgenerally comparable or superior to an applicable sold, demoted or acquired team for purposes ofthe team replacement provisions set forth in Section 10.(vii) *Corporate Opportunities*. Any disputes in connection with the procedures for thecorporate opportunities matters set forth in Section 16;(viii) *Excluded Content*. Any disputes as to whether any Audiovisual Content constitutes“Excluded Content” or “Televisa Publications Content”;(ix) *Audit Information and Procedures*. Any disputes solely regarding Licensor’s contractualentitlements to information, documents and access to personnel under the audit rights provisionsset forth in Sections 9.3, 9.4, 9.5 or 11.6, and not the findingsor results of any audit;
 
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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**(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) *Technical Specifications*. Any disputes relating to Licensor’s approval rights relatingto the Technical Specifications for Licensee’s carrying out Technological Enhancements, as setforth in Section 8.11;(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) *Televisa Spoiler Content*. Any disputes relating to Licensor’s obligation to usecommercially reasonable efforts to prevent the Broadcast or publishing of Televisa Spoiler Contentpursuant to Section 1.4;(xv)  ***(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 Grupo Televisa pursuantto Section 2.3;(xvii) *Windows*. Any disputes with respect to what constitutes the customary theatricalavailability window for Movies or the customary Free Television availability window for PantelionMovies in the Territory as of the date in question;(xviii) *Monetization of Territory Audiences*. Any disputes with respect to Licensee’s or GrupoTelevisa’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 Televisa Publications Content*. Any disputes regarding whether promotionalmaterials contained in any Televisa Publications Content complies with the limitations in theproviso set forth in Section 1.3(b)(i)(A); and(xxi) *Other Matters*. Any other matters expressly identified in this Agreement as subject tobinding arbitration under this Section 15.1.
 
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(b) Selection of Umpire.(i) *Initial Umpire*. All Arbitrable Matters shall be resolved by a single umpire sitting inNew York (the “Umpire”). The parties hereby agree that the first Umpire shall be theHonorable Albert M. Rosenblatt, subject to his consent and provision of an affidavit that certifiesthat the Umpire, the Umpire’s employer or any of his/her Affiliates, and the Umpire’s spouse,children, parents or siblings have not been employed or engaged by any party or his/her Affiliatewithin the proceeding ten years, that there are no grounds for disqualification under 28 U.S.C.§455, and that the Umpire knows of no other reason that he or she cannot be completely independentin resolving any dispute (the “Umpire’s Certificate”). The Umpire shall submit an updatedUmpire’s Certificate annually upon the anniversary of the Umpire’s selection.(ii) *Replacement Umpire*. If the Umpire is removed, resigns or is unable or refuses to servefor any reason, or if Albert Rosenblatt does not consent or is unable to provide the Umpire’sCertificate, then the parties shall mutually select a replacement within thirty (30) days. If theparties cannot mutually select a replacement, then any party may seek the selection of areplacement under the procedural rules set forth by JAMS from its Business/Commercial,Entertainment/Sports and/or Federal Judge neutrals list.(iii) *Umpire Term*. Any Umpire named herein, unless having been removed, having resigned, orbeing unable or refusing to serve, shall serve for a period of one year. At the end of that one(1) year period or any succeeding one (1) year period, the parties may mutually agree to have thethen named Umpire continue for an additional year. In the event that the parties do not so agree,a successor Umpire shall be selected pursuant to the procedures in Section 15.1(b)(ii) andunder no circumstances shall there be any disclosure to the sitting Umpire of which party may havedeclined to agree to the sitting Umpire’s continued service. If an Arbitrable Matter is currentlypending before the sitting Umpire at the time of the one (1) year anniversary of the Umpire’sselection, that Umpire shall not be removed from that Arbitrable Matter, even if the parties nolonger agree to continue to use that Umpire for the succeeding one (1) year on other ArbitrableMatters. An Umpire shall resign if the Umpire learns of information at any time that would preventthat Umpire from issuing an Umpire’s Certificate, including if an Arbitrable Matter happens to bepending before that Umpire, unless the parties consent to the Umpire’s completing the resolution ofthat Arbitrable Matter or otherwise remaining in his or her position.(c) Conduct of Umpire. Once selected, the Umpire shall be given a copy of thisAgreement. The Umpire may not have ex parte communications with either party or itsrepresentatives, including counsel. At the commencement of any Arbitration Procedure, the Umpireshall reissue the Umpire’s Certificate as of the date thereof; the mere failure to so reissue shallnot be the basis for challenging the Umpire’s decision provided the Umpire could have reissued theUmpire’s Certificate.
 
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(d) Proceedings.(i) *Initiation of Arbitration Procedure*. Any party may initiate an Arbitration Procedure toresolve an Arbitrable Matter by sending a statement of no more than three (3) pages to the otherparty setting forth the dispute giving rise to the Arbitrable Matter andthe party’s basis for contending that the matter is subject to Arbitration (the “DisputeNotice”). The other party may submit within five (5) days a responsive statement of no morethan five (5) pages contending that the dispute is not subject to this Arbitration Procedure orraising such other disputes it wishes to be determined in that Arbitration Procedure, whichquestions shall be promptly determined by the Umpire.(ii) *Arbitration Procedure*. The “Arbitration Procedure” shall be the following:(A) Within five (5) days of delivery of the Dispute Notice, and prior to any proceedingsbefore the Umpire, senior representatives with responsibility for the matter in dispute (or asenior representative to whom such responsible senior representative reports) or counsel of eachparty who have the authority to bind that party, shall meet and engage in good faith negotiationsto attempt to resolve the dispute.(B) Within twenty (20) days of delivery of the Dispute Notice, the parties shall submitmemoranda of no more than twenty-five (25) pages setting forth their positions and attaching theevidence, affidavits, reports, appraisals or other information relating thereto as the submittingparty deems appropriate. The parties may submit within five (5) days thereafter responsivememoranda of no more than ten (10) pages setting forth their positions and attaching the evidence,affidavits, reports, appraisals or other information relating thereto as the submitting party deemsappropriate. After the submission of any such memoranda and supporting materials, a party may notmake any additions to or deletions from, or otherwise change, such submission unless otherwisepermitted by the Umpire. Subject to Section 15.1(d)(iii), if a party fails to deliver itssubmission within the required time period, such party shall be deemed to have irrevocably waivedits rights to make such submission and the Umpire shall resolve the matter based on timelysubmissions received.(C) The Umpire shall not conduct evidentiary hearings unless the Umpire deems it necessary forresolution of the dispute or upon a showing of good cause by either party. Discovery shall not beallowed except upon a showing of good cause by either party. Evidentiary hearings shall beconducted consistent with JAMS rules for arbitration hearings. Upon request of either party, theUmpire shall provide opportunity for oral presentations and argument. The Umpire may also, uponrequest of either party, allow post argument briefing. Upon the latter of the receipt of thesubmissions, oral presentations or evidentiary hearings, the Umpire shall resolve the disputewithin ten (10) days. The Umpire shall render his or her decision in a signed and acknowledgedwritten instrument. Such writing shall include the reasons for the Umpire’s decision.(iii) *Time Periods / Page Limits*. Upon application of either party, the Umpire may shorten orextend the time for the Arbitration Procedures or shorten or extend the page limits of anysubmission if necessary under the circumstances and for good cause shown. It shall be presumedthat good cause can be shown for shortening time frames in any Arbitration Procedure if necessaryto preserve a Broadcast schedule in the case of disputes described in Sections 15.1(a)(ii),15.1(a)(xiii), 15.1(a)(xiv) or 15.1(a)(xvii) or to preserve a businessopportunity in the case of disputes described in Sections 15.1(a)(i), 15.1(a)(vii)or 15.1(a)(x) inwhich case the time periods for the Arbitration Procedures shall be set in order to preservesuch Broadcast schedule or business opportunity.
 
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(iv) *Interim Relief*. The Umpire shall be empowered to order interim relief. The parties mayalso seek provisional remedies in aid of jurisdiction from the courts set forth in Section15.1(d)(vi).(v) *Remedial Power*. The Umpire shall have plenary power to resolve any and all ArbitrationMatters, in such manner as the Umpire in his or her discretion deems appropriate consistent withthe applicable substantive Law. In exercising such powers, the Umpire may, without limitation,determine what actions any party must take in order to effectuate the intent and purposes of thisAgreement.(vi) *Enforcement*. Any decision by the Umpire shall constitute an award by the Umpire andenforcement or other proceedings, with respect to the Arbitration shall be brought exclusively ineither the United States District Court for the Southern District of New York or the Supreme Courtof the State of New York, County of New York and the parties consent to in personam jurisdictiontherein. A ruling by the Umpire shall be deemed final and not subject to appeal unless vacated onthe ground that the Umpire was biased, engaged in improper conduct or the ruling concerned aNon-Arbitrable Matter.(vii) *Location*. The place of Arbitration shall be New York, New York and the Arbitration andenforcement thereof shall be governed by New York procedural Law governing arbitrations.(viii) *Miscellaneous*. Each party shall pay its own fees and expenses relating to theArbitration Procedures. The parties shall share equally the fees and expenses of the Umpire. Allsubmissions or other communications under the Arbitration Procedures shall be sent by electronicmail and overnight courier. All submissions or other communications or proceedings under theArbitration Procedures shall be in English. The Arbitration Procedures shall be confidentialexcept to the extent necessary to enforce an award of the Umpire or as otherwise required by Law.(e) 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), or its obligations under the International Program Rights Agreement (as amended by theIPRA Amendment) or the Sales Agency Agreement or the Amended and Restated 2011 Mexico LicenseAgreement with respect to a matter that is not an arbitrable matter thereunder:(a) Royalty Breaches. In the case of a breach with respect to payment of the Royalty,the dispute shall be submitted for determination pursuant to California Code of Civil ProcedureSection 638 private judge under the rules of JAMS and the amount of any decision shall includeactual attorneys’ fees of the prevailing party and if a dollar amount is awarded, suchdetermination shall provide for pre-judgment interest at the rate of twenty-five percent (25%)per annum on any unpaid amount determined to have been due from the date thirty (30) days afterpayment should have been made and post-judgment interest at the rate of twenty-five percent (25%)per annum.
 
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(b) Non-Royalty Breaches. In the case of a breach other than with respect to paymentof the Royalty (whether non-monetary or by way of a claim for damages), except as provided inSection 15.1, the dispute shall be submitted to the private judge as above, with at least ademand for injunctive relief (including thereby specific performance); the prevailing party shallbe awarded its actual attorneys’ fees and, in the event that damages are awarded (whether or notthe demanded injunctive relief is granted), such interest as may be determined to be appropriate bythe private judge; 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 Section15.2.15.3 **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 theRoyalty, the breaching party shall have sixty (60) days after notice of non-payment to cure suchbreach by making full payment along with twenty-five percent (25%) per annum interest accruing fromthe thirtieth (30th) day after the date payment should have been made; provided,however, that if the payment is not made unconditionally, such payment shall not affect thecommencement or continued running of such interest.(b) Repeated Failures. Notwithstanding the foregoing or any other provision hereof,(i) repeated failure to make payment when required, even if subsequently cured; and/or (ii)repeated failure to provide the attested royalty statements, reports and/or certificates or tocomply with other audit and information rights set forth under Section 9, may, in the caseof (i) and/or (ii) be a basis for a proceeding before the private judge and, if determined by theprivate judge to have been cumulatively material and evincing an intent to avoid, or recklessdisregard for, compliance with such obligations, shall be determined by the private judge toconstitute a material breach giving rise to a right of termination in the non-breaching party. Inthe event of any such breach, the party asserting the breach shall advise the other party inwriting of such claimed breach reasonably promptly after discovering such breach.
 
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(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 Mexico 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 Mexico 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 Royalty or otherwise, a finding of breach by the private judge shall not bedeemed material and shall not give rise to a right of termination by the non-breaching partyunless: (i) in the case of a breach with respect to payment of Royalty, the party against whom thedetermination of breach has been made by the private judge fails to pay the amount awarded by theprivate judge with interest in full within ten (10) Business Days of the decision by the privatejudge; or (ii) in the case of a breach other than with respect to payment of Royalty, the partyagainst whom relief (preliminary or final) has been ordered or adjudged by the private judge orUmpire fails to comply with such order or judgment; or (iii) the party determined to be guilty ofbreach by the private judge or Umpire has twice previously been determined to be guilty of a breach(whether with respect to payment of the Royalty or otherwise) by the private judge or Umpire, suchsecond breach having occurred subsequent to the determination by the private judge or Umpire ofinitial breach and such third breach having occurred subsequent to the determination by the privatejudge or Umpire of second breach, and each such breach is determined by the private judge to either(A) in the case of breaches with respect to payment of the Royalty, be a breach or a series ofbreaches committed within the same fiscal year which individually or in the aggregate are foramounts equal to or greater than ten percent (10%) of the Royalty due for the fiscal yearimmediately preceding the fiscal year in which the claimed breach or breaches occur, or if theseries of breaches was not committed within the same fiscal year, which in the aggregate are foramounts equal to or greater than ten percent (10%) of the aggregate of the Royalty due for eachfiscal year immediately preceding each of the fiscal years in which such claimed breaches occur, or(B) in the case of all other determined breaches, evince an intent to avoid, or reckless disregardfor, compliance with the obligations that are the basis of the breach; or (iv) pursuant toSection 15.3(b). For the avoidance of doubt, any determination by the Umpire shall beconclusive as to whether there was a breach, and only the issue of whether the breach or breachesevince an intent to avoid or reckless disregard for compliance with the obligations that are thebasis of the breach shall be determined by the private judge.(d) Right to Terminate Following Material Breach. If a determination has been madethat any breaches (whether with respect to payment of the Royalty or otherwise) are individually orcumulatively material consistent with the foregoing, then the non-breaching party shall have theright to elect to terminate this Agreement, which election shall be made not later than sixty (60)days after the determination of the existence of such material breach. This Agreement shallterminate 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.
 
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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 be governed by and construedin accordance with the laws of the State of California applicable to contracts between Californiaparties made and performed in that State, without regard to conflict of laws principles; exceptthat the procedural laws of the State of New York shall apply to the Arbitration Procedures (as setforth in Section 15.1) and the enforcement thereof.15.6 **Jurisdiction; Venue; Service of Process**. Except to the extent provided in Sections 15.1 and with respect to the provisionsof Section 15.2, each of the parties irrevocably submits to the jurisdiction of anyCalifornia State or United States Federal court sitting in Los Angeles County in any action orproceeding arising out of or relating to this Agreement or the transactions contemplated hereby,and irrevocably agrees that any such action or proceeding may be heard and determined only in suchCalifornia State or Federal court. Each of the parties irrevocably waives, to the fullest extentit may effectively do so, the defense of an inconvenient forum to the maintenance of any suchaction 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, 90017 as his or its agent to receive on behalf of him or it and his or its property service ofcopies of the summons and complaint and any other process which may 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 that irreparable damage may occur in the event that any of theprovisions of this Agreement were not performed in accordance with their specific terms or wereotherwise breached. It is accordingly agreed that the parties may be entitled to an injunction orinjunctions to prevent breaches of this Agreement and to enforce specifically the terms andprovisions hereof, this being in addition to any other remedy to which they are entitled at law orin equity.
 
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15.8 **Certain Limitations**. Notwithstanding anything to the contrary contained in this Agreement, no party hereto shallbeliable to any other party under this Agreement for any special, consequential, punitive orexemplary damages (including lost or anticipated revenues or profits relating to the same) arisingfrom any claim under this Agreement, whether such claim is based on warranty, contract, tort(including negligence or strict liability) or otherwise; provided, however, thatthis limitation shall not preclude Licensee from seeking any such damages if, prior to a privatejudge determining pursuant to Section 15.3 that Licensor is entitled to terminate thisAgreement, Licensor (or any of its affiliates) takes any action to intentionally suspend access to,withdraw, refuse to furnish, or otherwise directly or indirectly make unavailable Licensed Content;provided, that for the avoidance of doubt, no such damages shall be available if suchaction on the part of Licensor arises out of a specific dispute (a) as to Licensor’s withdrawal ofa specific item or series of items of Licensed Content pursuant to Section 8.10, (b) as toLicensor’s cancellation of production of any Licensed Content, or (c) of a type contemplated bySection 15(a)(i) or 15(a)(viii).16. **First Opportunity Rights**.16.1 **Proposed New Businesses**.(a) Notice and Information. If Grupo Televisa intends to enter into a Proposed NewBusiness during the Term and (i) Licensee or one of its controlled Affiliates is not in good faithactively pursuing for itself the Proposed New Business, or (ii) the Proposed New Business issignificantly and meaningfully different from any current business Licensee and its controlledAffiliates are actively pursuing for themselves (regardless of whether such Proposed New Businessis in the same genre, field, market or space as any business Licensee and its controlled Affiliatesare currently engaged in, but in no event shall a Proposed New Business include a Linear TelevisionChannel), Licensor will notify Licensee in writing and, on a timely basis, provide Licensee withinformation, if any, that Grupo Televisa has used (as of the time of such provision) to evaluatethe opportunity that is reasonably necessary and appropriate for Licensee’s consideration of suchProposed New Business (but not information which includes information regarding other businesses ofGrupo Televisa).(b) Licensee Election. Within thirty (30) days of being so notified, Licensee maynotify Licensor that it elects in good faith to enter into the Proposed New Business and, in thatcase, if Licensee or one of its controlled Affiliates enters into and reasonably develops thatProposed New Business within a reasonable time period, then Grupo Televisa will not pursue suchProposed New Business and the revenues relating to the Proposed New Business will become part ofthe Royalty Base to the same extent as revenues would have been included (subject to applicabledeductions or exclusions, if any) in the Royalty Base if the Proposed New Business had beeninitially developed by Licensee. If Licensee elects to enter the Proposed New Business, Licensee(i) will consult with Licensor in good faith on the initial business and financial objectives forthe Proposed New Business and the initial business plan,; (ii) will provide to Licensor the finalversion of such business plan; and (iii) will provide BMPI’s board of directors (or an appropriatecommittee thereof which includes a Grupo Televisa representative) with quarterly updates on theperformance of the Proposed New Business. In the event that Licensee does not notify Licensorwithin the 30-day period that it elects to enter the Proposed New Business or Licensee or one ofits controlled Affiliates does not thereafterreasonably and actively develop the Proposed New Business within a reasonable time period,then Grupo Televisa will be permitted to, within a reasonable time period, enter into the ProposedNew Business and any Audiovisual Content that is related to the Proposed New Business will be“Televisa Proposed New Business Content” (and shall be subject to the limitations set forthin the definition of “Televisa Publications Content”, other than clause (b) of such definition (assuch Audiovisual Content must instead relate to, or complement, the Proposed New Business and not aTelevisa Publication)).
 
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(c) Good Faith Requirement. Licensee shall exercise its rights under this Section16.1 only in good faith to permit Licensee to engage in a Proposed New Business in theTerritory and not to block Grupo Televisa’s ability to engage in the Proposed New Business.Similarly, Grupo Televisa shall only propose Proposed New Business opportunities that GrupoTelevisa, in good faith, intends to pursue in the Territory.(d) Televisa Option to Participate Following Sell-Down. Notwithstanding theforegoing, if during the Term, at a time when a Televisa Sell-Down has occurred, Licensee or one ofits controlled Affiliates wishes to enter a Proposed New Business proposed by Grupo Televisahereunder, then Grupo Televisa may participate in the Proposed New Business such that GrupoTelevisa, on the one hand, and Licensee and its controlled Affiliates, on the other hand, will eachhave a 50% economic and voting interest in the Proposed New Business (or such other allocation ofeconomic and voting interests as agreed by Licensee and Licensor in good faith). Licensee andLicensor will agree in good faith on the business and financial objectives and business plan andthe management of the Proposed New Business. In such event, the parties shall mutually agree onthe appropriate treatment and allocation of revenues derived or generated from, and costs paid orincurred with respect to, the Proposed New Business (which treatment and allocation, for theavoidance of doubt, may involve the exclusion of all or a portion of any revenues from the RoyaltyBase).(e) No Televisa Linear Television Channels. It is understood and agreed that,notwithstanding anything to the contrary contained herein, Grupo Televisa shall not pursue aProposed New Business that consists primarily of the ownership and/or operation of a Spanishlanguage Linear Television Channel in the Territory during the Term.16.2 **Stand Alone Business****.**(a) Notice and Information. If Grupo Televisa proposes to acquire (whether by merger,acquisition of stock or assets, partnership, joint venture or otherwise) a Stand Alone Businessduring the Term, Licensor will offer Licensee and its controlled Affiliates, by written notice in atimely manner, the opportunity to elect, within thirty (30) days (or shorter period if necessary soas not to lose the opportunity (e.g. if the bid deadline does not permit a thirty (30)-day electionperiod)) of receipt of such notice, to seek to acquire the Stand Alone Business; provided,that Licensor will use good faith efforts not to delay notice so as to jeopardize Licensee’sability to acquire such Stand Alone Business. Concurrently with the delivery of the aforementionednotice, Licensor will provide Licensee with information, if any, that Grupo Televisa has used (asof the time of such delivery) to evaluate the opportunity that is reasonably necessary andappropriate for Licensee’s consideration of such Stand Alone Business (but notinformation which includes information regarding other businesses of Grupo Televisa), subjectto any legal or third party contractual confidentiality restriction
 
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(b) Licensee Election. In the event that Licensee or one of its controlled Affiliatesaccepts the opportunity to attempt to acquire the Stand Alone Business, then Licensee willnegotiate the proposed acquisition in good faith with the seller of the Stand Alone Business andpay all costs relating to the acquisition. If Licensee or one of its controlled Affiliatesacquires the Stand Alone Business, and Licensee elects (by written notice to Licensor) and ispermitted hereunder to Broadcast any Licensed Content on such Stand Alone Business, the revenuesrelating to such Stand Alone Business will become part of the Royalty Base to the same extent asrevenues would have been included (subject to applicable deductions or exclusions, if any) in theRoyalty Base if the Stand Alone Business had been initially engaged in by Licensee. If Licenseeand its controlled Affiliates do not accept the opportunity to acquire the Stand Alone Businesswithin thirty (30) days (or shorter period if necessary so as not to lose the opportunity (e.g. ifthe bid deadline does not permit a thirty (30)-day period)) of Grupo Televisa’s offer or Licenseeand its controlled Affiliates do not acquire the Stand Alone Business, are not actively pursuingnegotiations in good faith with the seller, Grupo Televisa may, within a reasonable period of time,seek to acquire and acquire the Stand Alone Business and any Audiovisual Content that is related tothe Stand Alone Business will be “Televisa Stand Alone Business Content”.(c) Televisa Option to Participate Following Sell-Down. Notwithstanding theforegoing, if during the Term, at a time when a Televisa Sell-Down has occurred, Licensee or one ofits controlled Affiliates wishes to enter the Stand Alone Business, then Grupo Televisa may acquirefifty percent (50%) of the Stand Alone Business with Licensee or one of its controlled Affiliatesacquiring 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 Stand Alone 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 Stand Alone Business(which treatment and allocation, for the avoidance of doubt, may involve the exclusion of all or aportion of any revenues from the Royalty Base).(d) No Televisa Linear Television Channels. It is understood and agreed that,notwithstanding anything to the contrary contained herein, Grupo Televisa 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 Grupo Televisa proposes to acquire (whether by merger,acquisition of stock or assets, partnership, joint venture or otherwise) a Carve Out Businessduring the Term, Grupo Televisa may undertake and consummate an acquisition of the larger businessof which the Carve Out Business is a part at any time. However, without restricting or impedingthe ability of Grupo Televisa to undertake and consummate such acquisition, Licensor will use itscommercially reasonable efforts to offer (including after Grupo Televisa has completed theacquisition of the larger business) Licensee and its controlledAffiliates, by written notice in a timely manner, the opportunity to elect, within sixty (60)days of receipt of such notice, to seek to acquire the Carve Out Business. Concurrently with thedelivery of the aforementioned notice, Licensor will provide Licensee with information that GrupoTelevisa has used (as of the time of such delivery) to evaluate the opportunity that is reasonablynecessary and appropriate for Licensee’s consideration of such Carve Out Business (but notinformation which includes information regarding other businesses of Grupo Televisa), subject toany legal or third party contractual confidentiality restrictions.
 
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(b) Licensee Election. In the event that Licensee or one of its controlled Affiliatesaccepts the opportunity to acquire the Carve Out Business, Licensor will, at its election, either(i) permit Licensee to negotiate the acquisition of the Carve Out Business with the seller of theCarve Out Business and pay all costs relating to such acquisition (and in any event Grupo Televisacan pursue the acquisition of the larger business other than the Carve Out Business); or (ii)require Licensee, as promptly as reasonably practicable (in the context of the circumstances of theparticular acquisition) following the closing of Grupo Televisa’s acquisition of the largerbusiness, to purchase the Carve Out Business in exchange for a cash payment to Grupo Televisa equalto the agreed fair market value of the Carve Out Business (based upon the value that wouldreasonably be expected to be obtained in a sale of the entire Carve Out Business as a going concernwith no discount as a result of illiquidity or otherwise) and Grupo Televisa and Licensee willnegotiate in good faith the carve out of the Carve Out Business as a separate business from thelarger acquisition (including, if applicable, one-time and/or ongoing arms-length payment(s) forcontent and/or any other rights, assets or services from the larger business). If the fair marketvalue of the Carve Out Business cannot be agreed by Grupo Televisa and Licensee after thirty (30)days, the fair market value shall be determined by the Independent Appraiser Process. If Licenseeor one of its controlled Affiliates acquires the Carve Out Business and elects (by written noticeto Licensor) to and is permitted hereunder to Broadcast any Licensed Content on the Carve OutBusiness, the revenues relating to such Carve Out Business will become part of the Royalty Base tothe same extent as revenues would have been included (subject to applicable deductions orexclusions, if any) in the Royalty Base if the Carve Out Business had been initially developed byLicensee. If Licensee does not accept the opportunity to acquire the Carve Out Business within thesixty (60) day period, or does so but does not acquire the Carve Out Business, is not pursuingnegotiations in good faith with the seller, or it would not be commercially feasible to carve outthe Carve Out Business despite Licensor’s use of its commercially reasonable efforts, GrupoTelevisa may acquire or retain the Carve Out Business, as part of the larger acquisition, and anyAudiovisual Content that is related to the Carve Out Business will be “Televisa Carve OutBusiness Content”.(c) Televisa Option to Participate Following Sell-Down. Notwithstanding theforegoing, if during the Term, at a time when a Televisa Sell-Down has occurred, Licensee or one ofits controlled Affiliates wishes to acquire the Carve Out Business proposed by Licensor hereunder,then Grupo Televisa may acquire or retain fifty percent (50%) of the Carve Out Business withLicensee or one of its controlled Affiliates acquiring fifty percent (50%) (or such otherallocation of ownership as agreed by Licensee and Licensor in good faith) and Licensee and Licensorwill agree in good faith on the business and financial objectives and business plan and themanagement of the Carve Out 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 Carve Out Business (which treatment and allocation, for theavoidance of doubt, may involve the exclusion of all or a portion of any revenues from theRoyalty Base). In no event shall this Section 16.3(c) restrict or impede the ability ofGrupo Televisa to undertake and consummate an acquisition of the larger business.
 
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(d) Fair Market Value. The “Independent Appraiser Process” shall mean theprocess set forth in this Section 16.3(d). Each of Licensor and Licensee shall be entitledto select and engage an investment banker of recognized standing in North America (the “InitialAppraisers”). The Initial Appraisers shall be entitled to consult with each other with respectto their reports, and Licensor and Licensee shall provide them with the information to whichLicensee is entitled pursuant to Section 16.3(a) and other information that is customaryand reasonably requested by the Initial Appraisers regarding the applicable Spanish language LinearTelevision Channel. Each of the Initial Appraisers shall have thirty (30) days to determine apreliminary fair market value and provide Licensor and Licensee with a preliminary report thereon(the “Appraiser Report”). If the higher of the preliminary fair market values is not morethan one hundred ten percent (110%) of the lower of such fair market values, then the fair marketvalue shall equal the average of the preliminary fair market values. If the higher of thepreliminary fair market values is more than one hundred ten percent (110%) of the lower of suchfair market values, then not more than ten (10) days after the delivery of both Appraiser Reportsto Licensor and Licensee, the Initial Appraisers will together designate another investment bankerof recognized standing in North America who is not affiliated with Grupo Televisa or the Company(as defined in the Investment Agreement) (the “Third Appraiser”), who shall be informed ofthe preliminary fair market values determined by the Initial Appraisers and provided with copies oftheir Appraiser Reports and the information provided to the Initial Appraisers. The ThirdAppraiser will have thirty (30) days to determine a preliminary fair market value and provideLicensor and Licensee with a report thereon. If the Third Appraiser’s preliminary fair marketvalue is within the middle one-third of the range of values between the preliminary fair marketvalues of the Initial Appraisers (the “Mid-Range”), then the fair market value shall beequal to the preliminary fair market value of the Third Appraiser. If the Third Appraiser’spreliminary fair market value does not fall within the mid-range, then the fair market value willbe the average of (x) the Third Appraiser’s preliminary fair market value; and (y) either the highor low preliminary fair market value of the Initial Appraisers, whichever is closest to the ThirdAppraiser’s preliminary fair market value; provided, that the fair market value shall notbe less than the lower of the preliminary fair market values determined by the Initial Appraisersor greater than the higher of the preliminary fair market values determined by the InitialAppraisers.(e) Linear Television Channels. Notwithstanding anything contained in Sections16.3(a), (b) and (c), if the Carve Out Business in question consists of theownership and/or operation of a Spanish language Linear Television Channel, the following shallapply:(i) *Free Television Channel*. If, as part of such larger acquisition, Grupo Televisa acquiresa Spanish language Free Television channel in the Territory, Licensor shall offer to Licensee theright to acquire the Free Television channel as a Carve Out Business (pursuant to the terms andconditions of this Section 16.3); provided, that if Licensee does not acquire suchSpanish language Free Television channel, for any reason, Grupo Televisa shall, as promptly asreasonably practicable, entirely divest itself of such Spanish language Free Television channel.(ii) *Channel Other Than Free Television Channel*. If, as part of such larger acquisition,Grupo Televisa acquires any Spanish language Linear Television Channel other than a Free Televisionchannel, Licensor shall offer to Licensee the right to acquire such Spanish language LinearTelevision Channel as a Carve Out Business (pursuant to the terms and conditions of thisSection 16.3). If Licensee elects not to acquire the Linear Television Channel at suchmarket value, or elects not to acquire the Linear Television Channel for any other reason, GrupoTelevisa shall be permitted to retain or sell such Spanish language Linear Television Channel.
 
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17. **Sale of Licensee Assets**.17.1 **Sale of Networks / Stations**. Except as expressly consented to in writing byLicensor (which consent may be withheld in Licensor’s sole and absolute discretion), Licensee shallnot directly or indirectly, including through its respective subsidiaries or any other controlledAffiliates, enter into or consummate any arrangement to sell, transfer or otherwise dispose of(including by way of spin-off or other similar transaction) any interest in any Network (excluding,for purposes of this Section 17.1, WLII, WSUR and WSTE in Puerto Rico). Except asexpressly consented to in writing by Licensor (which consent may be withheld in Licensor’s sole andabsolute discretion), Licensee shall not directly or indirectly, including through its respectivesubsidiaries or any other controlled Affiliates, enter into or consummate any arrangement to sell,transfer or otherwise dispose of (including by way of spin-off or other similar transaction) anyinterest in, transfer operational responsibility for or disaffiliate from the Networks any of theSpecified Stations, except that Licensee shall be permitted to:(a) Replacement Station. Sell or dispose of a Specified Station so long as (i) one ormore other station(s) owned and operated by Licensee and within the same market as such SpecifiedStation and affiliated with the same Network or Networks as such Specified Station (a“Replacement Station”) can replace the operations of the transferred station through theoperation of the Replacement Station which is reasonably comparable to the Specified Station(including substantially comparable or better coverage), (ii) the total revenues of the ReplacementStation are greater than or equal to the total revenues of such Specified Station as of the date ofthe sale or disposition, and (iii) the Replacement Station shall be a Station for purposes of theRoyalty Base, with the national and local revenues of the Replacement Station included in theRoyalty Base;(b) Affiliated Stations. Sell or dispose of a Specified Station if (i) such SpecifiedStation continues to be affiliated with the Network(s) with which it was affiliated prior to suchsale or disposition for the Term, (ii) such Specified Station shall continue to be a Station forpurposes of the Royalty Base, with the national and local revenues of such Specified Stationincluded in the Royalty Base, and (iii) the acquirer of such Specified Station agrees, in a writingto which Licensor is a party or a beneficiary, to provide revenue information for the station toLicensee and to be bound (and to require any successor acquirer to be bound) by the provisions ofthis Section 17.1 as though it were a party hereto and such Specified Station continued tobe a Specified Station hereunder;(c) Transfer of Operational Responsibility. Transfer operational responsibility for aSpecified Station if (i) such Specified Station continues to be affiliated with the Network(s) withwhich it was affiliated prior to such sale or disposition for the Term, (ii) such Specified Stationshall continue to be a Station for purposes of the Royalty Base, with the national and localrevenues of such Specified Station included in the Royalty Base, and (iii) the person assumingoperational control of such Specified Station agrees, in a writing to which Licensor is a party ora beneficiary, to provide revenue information for the station to Licensee and to be bound (and torequire any successor operator to be bound) by the provisions of this Section 17.1 asthough it were a party hereto and such Specified Station continued to be a Specified Stationhereunder;
 
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(d) Disaffiliation. Disaffiliate a Specified Station from a Network if (i) suchSpecified Station continues to be owned by Licensee and (ii) the average of the portion of theRoyalty Base attributable to such Specified Station for each of the preceding two (2) yearscontinues to be included in the Royalty Base for the Term;(e) WFTY-TV. Sell, transfer, disaffiliate or otherwise dispose of WFTY-TV currentlylicensed to Smithtown, NY;(f) Compliance with Law. Sell, transfer or otherwise dispose of a Station, if a Law(provided that any order or decision must be final and non-appealable) requires Licensee to sellsuch Station (or to lose the license for such Station in twelve (12) or fewer months if such saledoes not occur); provided, that Licensee shall use commercially reasonable efforts toreplace such Station with a reasonably comparable station as promptly as reasonably practical; and(g) Joint Marketing and Sales Agreements. Maintain and/or extend the term of itsjoint marketing and sales agreements existing on the date hereof on materially the same or betterterms for Licensee as of the Effective Date.17.2 **Sale of BMPI**. Nothing contained in this Agreement (including Section17.1) shall restrict a sale of all or substantially all of the assets of BMPI in one or aseries of related transactions, the sale of shares of BMPI, or a merger of BMPI with anotherperson; provided, that this Section 17.2 shall not be used by Licensee or itsAffiliates or their respective shareholders in a manner intended to circumvent the provisions ofSection 17.1.17.3 **Transfer of Program Rights**. Licensee may not transfer to any third party anyrights whatsoever with respect to Licensed Content or any other Audiovisual Content of GrupoTelevisa to which Licensee has been licensed rights hereunder, in connection with the transfer ofany Spanish Language Platform or other platform or assets of Licensee or its Affiliates (other thanin connection with any transactions contemplated under Sections 17.2 and/or 20.6 ora Sublicensing Arrangement permitted under Section 4 of this Agreement).18. **Committees**.18.1 **Programming, Sales and Production Committee**. Licensee shall create and maintainan advisory,non-board level Programming, Sales and Production Committee which shall provide non-bindingadvice and guidance to Licensee and its controlled Affiliates with respect to Licensee’sprogramming, sales and production efforts for its Linear Television Channels. Members of theadvisory Programming, Sales and Production Committee will be provided with information relating tosuch efforts, consistent with Licensor’s cooperation obligations as set forth in Section7.3.18.2 **Platforms Committee**. Licensee shall create and maintain an advisory non-boardlevel Platforms Committee which shall provide non-binding advice and guidance to Licensee and itscontrolled Affiliates with respect to the acquisition and/or management of new and existingplatforms on which Licensee places Audiovisual Content.
 
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18.3 **Proposed New Business Committee**. Licensee shall create and maintain a non-boardlevel New Business Committee which shall consist of the Chairman of the Board of Directors of BMPI,the chief executive officer, chief financial officer and highest ranking officer in charge ofbusiness development of BMPI, and one of the GT nominated directors of BMPI. In the event thatLicensor notifies Licensee of a Proposed New Business opportunity pursuant to Section16.1(a) or Grupo Televisa offers an opportunity to seek to acquire a Stand Alone Businesspursuant to Section 16.2(a) this New Business Committee shall promptly consider suchopportunity and advise the Board of Directors of BMPI as to whether to pursue the opportunity.18.4 **Grupo Televisa Representation**. Grupo Televisa shall be entitled to appoint atleast one (1) representative on each of the Programming, Sales and Production Committee and thePlatforms Committee to serve until the Information Tail Date.19. **Monetization of Territory Audiences**. Licensor will not, directly or indirectly, sell,base or determine the price of any advertising time or space, product placements or sponsorships inany Licensed 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 **Effect of Prior Agreements**.(a) Third Amended and Restated Program License Agreement. Except as expresslyprovided herein, this Agreement supersedes and replaces the Third Amended and Restated ProgramLicense Agreement, which is hereby terminated and shall have no further force or effect(provided, that such termination shall not affect the rights and obligations of the partiesunder Section 9.11).(b) MOU. Annex D of the MOU is hereby terminated and shall have no further force oreffect.(c) Participation Agreement. Licensee and GT will, following the Effective Date,cease to assert, pursue or enforce any of their respective rights against the other and shall ceaseto perform any of their respective obligations to the other under the Participation Agreement.(d) Galavision Trademark License Agreement. The License Agreement, dated as of July1, 1996, between The Univision Network Limited Partnership and Univsa, Inc. (the “GalavisionTrademark License Agreement”) is hereby terminated and shall have no further force and effect(it being understood that the Galavision marks formerly included under the Galavision TrademarkLicense Agreement are included in the Televisa Channel Marks hereunder as more fully described inSchedule 1).(e) 2021 Program License Agreement. The 2021 Program License Agreement is herebyterminated and shall have no further force or effect.
 
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20.2 **Force Majeure**. Neither party hereto shall be liable for or suffer any penalty or termination of rightshereunder by reason of any failure or delay in performing any of its obligations hereunder if suchfailure or delay is occasioned by compliance with governmental regulation or order, or bycircumstances beyond the reasonable control of the party so failing or delaying, including acts ofGod, war, insurrection, fire, flood, accident, strike or other labor disturbance, interruption ofor delay in transportation (a “Force Majeure Event”). Each party shall promptly notify theother in writing of any such event of force majeure, the expected duration thereof, and itsanticipated effect on the party affected and make reasonable efforts to remedy any such event,except that neither party shall be under any obligation to settle a labor dispute. In the eventthat Licensor is prevented by a Force Majeure Event from delivering any Licensed Content toLicensee, if such Force Majeure Event prevents Licensor from delivering any substitute LicensedContent to Licensee, then Licensee’s obligations to pay the Royalty under Section 9.1hereof shall be reduced (but not below zero) for the time period or periods so affected to theextent necessary to compensate Licensee for the cost of obtaining substitute programming.20.3 **Modification**. This Agreement shall not be modified or waived in whole or in part except in writing signedby an officer of the party to be bound by such modification or waiver. In the event thatLicensee’s ’fiscal year is changed so that it is not on a calendar year, the parties shall makesuch modifications to this Agreement as are necessary to reflect such change but as do notsubstantively impact any of the parties’ rights or obligations hereunder.20.4 **Waiver of Breach**. A waiver by either party of any breach or default by the other party shall not be construedas a waiver of any other breach or default whether or not similar and whether or not occurringbefore or after the subject breach.20.5 **Notices**. All notices and other communications required or permitted hereunder shall be in writing,shall be deemed duly given upon actual receipt, and shall be delivered (a) in person, (b) by agenerally recognized overnight courier service which provides written acknowledgment by theaddressee of receipt, or (c) byboth (i) facsimile and (ii) email or other generally accepted means of electronictransmission, addressed as set forth in Schedule 10 or to such other addresses as may bespecified by like notice to the other parties. Notwithstanding the foregoing, any notices or othercommunications required or permitted under Section 8.8 may be delivered by email alone(without any accompanying facsimile notice or communication).20.6 **Assignments**. Either of the parties may assign its rights hereunder and delegate its duties hereunder, inwhole or in part, to an Affiliate capable of performing the assignor’s obligations hereunder, andeither of the parties may assign its rights hereunder and delegate its duties hereunder to anyperson or entity to which all or substantially all of such party’s businesses and assets arepledged or transferred (provided that in the case of a pledge, any such assignment shall bemade only as part of a granting of collateral to support bona fide indebtedness of Licensee or itsAffiliates to a third party; provided, further, that the foregoing shall notprohibit a pledge 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). No suchassignment or delegation shall relieve any party of its obligations hereunder. Any such assignmentor delegation authorized pursuant to this Section 20.6 shall be pursuant to a writtenagreement in form and substance reasonably satisfactory to the parties. Except as otherwiseexpressly provided in this Agreement, neither this Agreement nor any rights, duties or obligationshereunder may be assigned or delegated by any of the parties, in whole or in part, whethervoluntarily, by operation of Law or otherwise; provided, however, that GrupoTelevisa may assign, grant a security interest in or otherwise transfer its rights to paymenthereunder in connection with one or more financings. Any attempted assignment or delegation inviolation of this prohibition shall be null and void. Subject to the foregoing, all of the termsand provisions hereof shall be binding upon, and inure to the benefit of, the successors andassigns of the parties. Nothing contained herein, express or implied, is intended to confer on anyperson other than the parties or their respective successors and permitted assigns, any rights,remedies, obligations or liabilities under or by reason of this Agreement.
 
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20.7 **Further Assurances**. Each party hereto agrees to execute any and all additional documents and do all things andperform all acts necessary or proper to further effectuate or evidence this Agreement including anyrequired filings with the U.S. Copyright Office.20.8 **Information Sharing**. To the extent that either party is required to provide information to the other party underthis Agreement, such party shall (and shall cause its Affiliates to) use good faith efforts tolimit contractual confidentiality restrictions with respect to agreements entered into after theEffective Date, in order to permit the sharing of information expressly provided in this Agreement.20.9 **Counterparts**. This Agreement may be executed in counterparts, each of which shall be an originalinstrument and all of which, when taken together, shall constitute one and the same 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 otherpersons or circumstances shall continue in full force and effect and in no way be affected,impaired or invalidated; provided, that the aggregate of all such provisions found to be invalid orunenforceable does not materially affect the benefits and obligations of the parties of theAgreement taken as a whole.20.11 **Language Rules of Construction**. Unless the context otherwise clearly requires: (a) the term “third party” shall be deemedto mean “unaffiliated third party”; (b) any pronoun shall include the corresponding masculine,feminine and neuter forms; (c) the term “include,” “includes” and “including” shall be deemed to befollowed by the words “but not limited to”; (d) the term “will” shall be construed to have the samemeaning and effect as the word “shall”; (e) any definition of or reference to any agreement,instrument or other document herein shall be construed as referring to such agreement, instrumentor other document as from time to time amended, supplemented or otherwise modified (subject to anyrestrictions on, or requirements with respect to, such amendments, supplements or modification setforth herein or therein); (f) any reference herein to any person, or to any person in a specifiedcapacity, shall be construed to include such person’s successors and assigns or such person’ssuccessors in such capacity, as the case may be; (g) the words “herein,” “hereunder” and otherwords of similar import refer to this Agreement as a whole and not to any particular section,clause or other subdivision; and (h) any of the defined terms may be used in the singular or theplural, depending on the reference. Licensor and Licensee acknowledge and agree that references inthis Agreement to Licensee’s “controlled Affiliates” are sometimes used for purposes of clarity,and that no such references (or failure to include such references) shall operate, or be deemed tooperate, to limit or impair the rights afforded to Licensee with respect to its controlledAffiliates under Section 1.2(a).
 
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20.12 **Headings**. The subject headings of the sections and sub-sections of this Agreement are included forpurposes of convenience only, and shall not affect the construction or interpretation of any of itsprovisions.20.13 **Entire Agreement**. This Agreement, together with Annex A and the Schedules hereto, the Amended andRestated 2011 Mexico License Agreement, the IPRA Amendment and the Sales Agency Agreement contain afinal and complete integration of all prior expressions by the parties hereto with respect to thesubject matter hereof and shall constitute the entire agreement among the parties hereto withrespect to the subject matter hereof, superseding all previous oral statements and other writings,other than the Third Amended and Restated Program License Agreement to the extent provided inSection 20.1(a) with respect thereto.21. **Licensee Indebtedness**. Licensee represents and warrants that, as of February 28, 2011,BMPI has $2,500,000,000 or less in aggregate principal amount of Indebtedness (as defined in theCertificate of Incorporation of BMPI as of such date) that by its terms is scheduled to mature orbecome due, is mandatorily redeemable or repayable, or is redeemable or repayable at the option ofthe holder during the period from February 28, 2014 through August 31, 2015 and the circumstancesthat would give such holder such redemption right have occurred.[*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.         TELEVISA, S.A. DE C.V.           By: /s/ Salvi Rafael Folch Viadero       Name: Salvi Rafael Folch Viadero      Title:  Attorney-in-Fact           By: /s/ Joaquín Balcárcel Santa Cruz       Name: Joaquín Balcárcel Santa Cruz      Title:  Attorney-in-Fact           UNIVISION COMMUNICATIONS INC.           By: /s/ Andrew W. Hobson       Name: Andrew W. Hobson      Title:  Senior Executive VicePresident  [*Signature Page to Amended and Restated 2011 Program License Agreement*]
 
 

 
**Annex A**The following terms shall have the following meanings:“2021 Program License Agreement” means that certain 2021 Program License Agreement,dated December 20, 2010, between Licensor and Licensee.“Acquired Completed Content” means Audiovisual Content (other than a Novela, ExcludedContent), the Broadcast rights to which are or have been acquired by Grupo Televisa from a thirdparty and with respect to which Grupo Televisa had no involvement or arrangement of any kind ornature (including no approvals or controls) relating to the development, production or financing ofsuch Audiovisual Content at any time.“Acquired Completed Novela” means a Novela, the Broadcast rights to which are or havebeen acquired by Grupo Televisa from a third party and with respect to which Grupo Televisa had noinvolvement or arrangement of any kind or nature (including no approvals or controls) relating tothe development, production or financing of such Novela at any time.“Acquired Other Content” means Audiovisual Content (other than Charitable/ReligiousContent, a Novela or Excluded Content) originally produced in the Spanish language or with Spanishsubtitles, produced by a third party (other than with any Television Broadcaster in the Territory,which will not be permitted under any circumstances) the Broadcast rights to which are or have beenacquired by Grupo Televisa from a third party, and with respect to which Grupo Televisa has onlyone (1) of the following types of involvement: (a) providing a portion of the production financingto such third party for the production of such Audiovisual Content; or (b) providing equipment tosuch third party for use in the production of such Audiovisual Content; or (c) permitting talentthat is exclusive or proprietary to and under contract to Grupo Televisa to appear or participatein the production of such Audiovisual Content by such third party.“Acquired Scripts” has the meaning set forth in Section 2.6(b).“Additional Owned Team” has the meaning set forth in Section 10.2(c)(i).“Adjustments” has the meaning set forth in Section 9.2.“Advertising Packaged Sales Transaction Process” means a Packaged Sales TransactionProcess relating to sales to an advertiser.“Affiliate” of a person means any person that directly or indirectly controls, iscontrolled by, or is under common control with the person in question. For the purposes of thisAgreement, “control”, when used with respect to any person, means the power to direct themanagement and policies of such person, directly or indirectly, whether through the ownership ofvoting securities, by contract or otherwise. Affiliate shall not mean, with respect to Licensee,(a) a Network Affiliate, (b) any one of the investor groups, including Grupo Televisa, that ownsequity interests in BMPI or any person that controls any one of such investor groups (or any personacquiring, whether by merger, sale or otherwise, all or any portion of such equity interests or theequity interests of any such investor group, or any person that controls such acquiring person), or(c) any person controlled by any of such investor groups (or such
 
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acquiring person) other than (i) BMPI, Broadcast Media Partners Holdings, Inc. or Licensee, (ii) any subsidiaryof, or other person directly or indirectly controlled by, BMPI, Broadcast Media Partners Holdings,Inc. or Licensee or (iii) any person formed by such investor groups (or such acquiring person) toown a direct or indirect interest in Licensee. Affiliate shall not mean, with respect to any ofLicensor, Grupo Televisa or GT, (x) any person that controls GT, (y) any person under commoncontrol with, but not directly or indirectly controlled by, GT, or (z) Licensee or any ofLicensee’s Affiliates.“Agreement” has the meaning set forth in the Preamble.“Allocations” means allocations made by Licensee or its Affiliates of revenues fromtransactions, or series of related transactions, that are both (a) excluded in part from thedefinition of the Royalty Base; and (b) included in part in the definition of the Royalty Base.“Amended and Restated 2011 Mexico License Agreement” has the meaning set forth in theRecitals.“Ancillary Content” means, with respect to Licensed Content, “best of” compilations,deleted scenes, bloopers, B-roll footage, webisodes, mobisodes, behind-the-scenes material,alternate endings, cast interviews, Short-Form Commercial Advertising promoting Licensed Content(e.g. a commercial for a Novela) and other similar short-form Audiovisual Content, in each case,that is related to, based on, or supplementary to such Licensed Content; provided, thatneither Televisa Produced Clips nor Licensee Produced Clips shall constitute Ancillary Content.“Ancillary Content Budget” means the budget for any applicable production of AncillaryContent, which budget shall be delivered by Licensor promptly following Licensee’s delivery of anotice requesting such production.“Appraiser Report” has the meaning set forth in Section 16.3(d).“Arbitrable Matters” has the meaning set forth in Section 15.1(a).“Arbitration Procedure” has the meaning set forth in Section 15.1(d)(ii).“Audiovisual Content” shall mean all forms of moving images with accompanying sound,including novelas, musicals, variety shows, situation comedies, game shows, children’s shows, newsshows, cultural and educational programs, sports programs, sporting events, reality shows, movies,political conventions, election coverage, parades, pageants, fashion shows, “how-to” and otherinformational programs, interviews, animation and demonstrative content. For the avoidance ofdoubt, references herein to “Audiovisual Content” shall not include (a) Videogames; or (b) ShortForm Commercial Advertising for third party goods and services.“Availability Notice” has the meaning set forth in Section 7.2(a).“BMPI” has the meaning set forth in the Recitals.“Broadcast” means to transmit, re-transmit, distribute, display, project, perform orotherwise disseminate Audiovisual Content to, or for, reception by any form of viewing, displayor other reception device, whether now known or hereafter developed in the future.
 
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“Business Day” means any day that is not a Saturday, a Sunday or other day on whichbanks are required or authorized by Law to be closed in the City of New York or Mexico City.“Cable Television System” shall have the same meaning as that set forth for a “cablesystem” in 47 U.S.C. § 522(7).“Carve Out Business” means a business (other than Publications and websites directlyrelated thereto) acquired as part of a larger acquisition, a significant aspect of which in termsof prospects and either (a) operations or (b) results of operations, consists of Broadcast ofSpanish language Audiovisual Content in the Territory. Notwithstanding the foregoing, in the caseof a Carve Out Business that is a Start-Up Business, the standard for determining whether asignificant aspect of such business consists of Broadcast of Spanish language Audiovisual Contentin the Territory shall be based on either the prospects or proposed results or operations of suchbusiness. For the avoidance of doubt, a “Carve Out Business” would not include any Videogamebusiness or opportunities.“Charitable/Religious Content” means any Audiovisual Content consisting exclusively of(a) a religious service, or (b) charitable and non-commercial specials (e.g. telethons,presidential speeches).“Clearances” shall mean (a) all consents, permissions and approvals for incorporationinto Licensed Content of the names, trademarks, likenesses and or biographies of all persons,firms, products, companies and organizations depicted or displayed in such Licensed Content, (b)all consents, permissions and approvals for incorporation into Licensed Content of any preexistingfilm or video footage produced by third parties, and (c) all licenses, use and reuse rights,synchronization licenses, digital rights, and other rights to use content incorporated into suchLicensed Content, including musical compositions.“Clip Exchange Arrangements” means bona fide clip and highlight reel exchangeagreements involving no or de minimis cash consideration, entered into from time to time betweenLicensor or Licensee, on the one hand, and unaffiliated Television Broadcasters or other thirdparties engaged in the Broadcast of Linear Television Channels, on the other hand, in the ordinarycourse and consistent with industry custom and practice (including regarding clip duration) in theTerritory.“Co-Produced Content” means Audiovisual Content (other than a Novela, AcquiredCompleted Novela, Acquired Completed Content, Acquired Other Content, Co-Produced Local Novela,Excluded Content) originally produced for Broadcast in the Spanish language or with Spanishsubtitles, by Grupo Televisa and one or more unaffiliated third parties (collectively, the“Co-Production Partners”), in each case, pursuant to a co-production agreement between GrupoTelevisa and such Co-Production Partners (other than any co-production agreement directly orindirectly between Grupo Televisa and any Television Broadcaster in the Territory, which will notbe permitted under any circumstances) with respect to which (a) as between Grupo Televisa and theCo-Production Partners, at least one such Co-Production Partner must provide a specific andsignificant contribution underlying such Audiovisual Content (examples of such specific andsignificant contributions include Scripts, the provision of multiple essential creativeelements (e.g., several of key cast members, key artistic director, executive director and/orexecutive producer) having no affiliation with Grupo Televisa, but shall not include financing orother contributions of a fungible nature); (b) at least one of such Co-Production Partnersmeaningfully participates in, or exercises meaningful controls or approvals over, the developmentand production of such Audiovisual Content; and (c) one or more of such Co-Production Partnerscontrols the licensing of the Broadcast rights in the Territory.
 
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“Co-Produced Local Novela” means a Novela (other than an Acquired Completed Novela) tobe Broadcast initially in a Spanish-speaking country (outside the Territory and Mexico), that isoriginally produced for Broadcast in the Spanish language or with Spanish subtitles in suchSpanish-speaking country (outside of Mexico and the Territory) and is co-produced by Grupo Televisawith a third party (other than pursuant to a co-production agreement directly or indirectly betweenGrupo Televisa and any Television Broadcaster in the Territory, which will not be permitted underany circumstances), in each case, pursuant to a co-production agreement between Grupo Televisa andsuch third party.“Co-Production Partners” has the meaning set forth in the definition of Co-ProducedContent.“Core Controls” has the meaning set forth in Section 4.1(b)(iii).“Current Pantelion LLC Agreement” has the meaning set forth in Section 3.5(f).“Dispute Notice” has the meaning set forth in Section 15.1(d)(i).“Divested Script” has the meaning set forth in Section 2.6(b).“DTO” means the “a la carte” sale or other similar transaction through Licensed Mediainvolving the sale of a permanent copy of Audiovisual Content embodied in any form other than HardGood Home Videograms, which transaction is consummated by means of Broadcast to any device whethernow known or hereafter devised (e.g., a set-top box, computer, cellular phone, mp3 player, PDA orother storage device) from an outside source for subsequent unlimited viewing in perpetuity, asdetermined by the applicable buyer or assignee.“DTR” means the “a la carte” rental, lease or other similar transaction, or asubscription based transaction, through Licensed Media, regarding a non-permanent copy ofAudiovisual Content embodied in any form other than Hard Good Home Videograms, (a) whichtransaction is consummated by means of Broadcast to any device whether now known or hereafterdevised (e.g., a set-top box, computer, cellular phone, mp3 player, PDA or other storage device)from an outside source for subsequent viewing during a limited time period, as determined by theapplicable lessor; and (b) with respect to which the applicable lessee pays a subscription,per-episode or per-program fee for a temporary copy of such Audiovisual Content.“Effective Date” has the meaning set forth in the preamble.“Evaluation Period” has the meaning set forth in Section 4.3(b)(ii).
 
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“Excluded Content” means:(a) Televisa Publications Content;(b) Televisa Produced Clips (provided, that Audiovisual Content underlying TelevisaProduced Clips shall not be considered Excluded Content);(c) Short Form Commercial Advertising promoting any Grupo Televisa business;(d) Televisa Training Content;(e) clips obtained, licensed or acquired by Grupo Televisa pursuant to Clip ExchangeArrangements with respect to the Territory, which clips shall only be Broadcast by Grupo Televisain the ordinary course in accordance with such Clip Exchange Arrangements; or(f) Televisa New Business Content.“FCA Section 507” means Section 507 of the Federal Communications Act of 1934, asamended and as applied and enforced pursuant to rulings issues by the FCC.“FCC” means the Federal Communications Commission.“First Division” means the Primera División of the Mexican Soccer League.“Force Majeure Event” has the meaning set forth in Section 20.2.“Free Television” means a Linear Television Channel that is Broadcast “over-the-air”(whether in digital or analog format, standard definition or high definition, or otherwise) andwhich originates in or through government-licensed or authorized broadcast stations (either as partof a television network, as an affiliated station, as an individual station or otherwise) without acharge being made to the viewer for the privilege of viewing the Audiovisual Content contained insuch over-the-air Broadcast (other than any tax, levy or fee imposed by any governmental,administrative or other public authority in the Territory). For the avoidance of doubt, “FreeTelevision” shall also include any simultaneous (taking into account customary delays)re-transmission or simulcasts in the Territory of such “over-the-air” Broadcast (or additionalnational feeds to accommodate time zones) by means of any other Licensed Media (including pursuantto MVPD Arrangements and permitted Sublicensing Arrangements).“GAAP” means generally accepted accounting principles in the United States of Americain effect from time to time consistently applied.“Galavision Network” means the Galavision Spanish language television network ofaffiliated cable television systems and other affiliated Broadcast outlets Broadcasting theGalavision Network in the Territory.“Galavision Trademark License Agreement” has the meaning set forth in Section20.1(d).
 
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“General Requirements” has the meaning set forth in Section 4.1(b).“Grupo Televisa” has the meaning set forth in the Recitals.“GT” has the meaning set forth in the Recitals.“Guaranteed Additional Advertising Amount” has the meaning set forth in Section11.2.“Guaranteed Advertising Amount” has the meaning set forth in Section 11.2.“Guaranteed Base Advertising Amount” has the meaning set forth in Section11.2.“Hard Good Home Videogram” means a physical videocassette, cartridge, videodisc(including any laser disk), tape, CD (in any format), Blu-ray, DVD (in any format), or othersimilar physical format or storage device now known or hereafter devised (a) that is designed to beused in conjunction with a reproduction apparatus which causes an audiovisual program to be visibleon the screen of a viewing device (it being understood that the Hard Good Home Videogram cannotitself be the reproduction apparatus or the viewing device); (b) on which a single item ofAudiovisual Content or a reasonable (determined based on then prevailing industry standards)collection of Audiovisual Content has been pre-loaded by the applicable manufacturer ordistributor; (c) that is encrypted or otherwise secured for copy protection to prevent duplicationand/or retransmission by consumers in a manner consistent with then prevailing industry standards;and (d) that is delivered to the consumer by physical means (as opposed to a non-physical form ofdelivery (e.g., a download or stream)). For the avoidance of doubt, Broadcast by means of a “HardGood Home Videogram” shall not include video-on-demand, DTO, DTR or any form of digitaldistribution or other similar form of Broadcast now known or hereafter devised.“Home Games” means, with respect to a Mexican Soccer League team, (a) games in whichsuch team plays as the “home” team; and (b) any other games in which such team plays (such asneutral site games) for which Grupo Televisa owns or controls any rights to Broadcast in anyLicensed Media in the Territory during the Term.“Indebtedness” has the meaning set forth in the Investment Agreement.“Indemnification Notice” has the meaning set forth in Section 13.3.“Indemnitee” has the meaning set forth in Section 13.3.“Indemnitor” has the meaning set forth in Section 13.3.“Independent Appraiser Process” has the meaning set forth in Section 16.3(d).“Information Tail Date” means the date that is the earlier of the termination of thisAgreement or the third (3rd) anniversary of a Televisa Sell-Down.“Informational Meetings” has the meaning set forth in Section 2.8(a).
 
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“Initial Appraisers” has the meaning set forth in Section 16.3(d).“International Program Rights Agreement” means that certain Amended and RestatedInternational Program Rights Agreement dated December 19, 2001, among Licensee, GT and VenevisionInternational Inc.“Internet” means the internet or similar systems, now existing or hereafter developed.“Investment Agreement” has the meaning set forth in the Recitals.“IPRA Amendment” has the meaning set forth in the Recitals.“JSA Income” means income received by any of Licensee and its controlled Affiliatesunder joint marketing and sales agreements for stations owned, but not operated, by Licensee or anyof its subsidiaries, and affiliated with one of the Networks.“Law” means any statute, law, ordinance, regulation, rule, code, injunction, judgment,decree, order or any other judicially enforceable legal requirement (including common law) of anyUnited States (federal, state or local) or foreign government, or governmental, regulatory,judicial or administrative authority, agency, commission or court (including the FCC and applicablestock exchange(s)).“Library Availability Notice” has the meaning set forth in Section 7.2(b).“Library Programs” means Licensed Content produced or acquired by Grupo Televisa priorto October 4, 2010.“Licensed Content” means, without duplication, all (a) Programs, (b) Movies, (c)Televisa Publications Content, (d) Ancillary Content; (e) Televisa Produced Clips; (f) LicenseeProduced Clips; (g) Licensed Mexican Soccer Games, (h) Pantelion Movies, and (i) other AudiovisualContent licensed hereunder.“Licensed Media” means any and all means and media for the Broadcast of AudiovisualContent, whether now known or hereafter devised, excluding (a) Radio; (b) Theatrical Exhibition;(c) Hard Good Home Videograms; and (d) Videogames. For the avoidance of doubt, the exclusions from“Licensed Media” under clauses (a)-(d) of the immediately preceding sentence are intended toprovide that Licensee will not have the right hereunder (i) with respect to Radio, to transmit,re-transmit, distribute, perform or otherwise disseminate the audio portion of any Licensed Contenton Radio (other than as audio promotions to the extent permitted hereunder); (ii) with respect toTheatrical Exhibition, to Broadcast any Licensed Content by means of Theatrical Exhibition; (iii)with respect to Hard Good Home Videgrams, to create, produce, distribute, sell or otherwise exploitHard Good Home Videograms embodying Licensed Content; and (iv) with respect to Videogames, todevelop, create, produce, distribute, sell or otherwise exploit Videogames based on LicensedContent (e.g., to create Videogames based on the characters and plotlines contained in LicensedContent).“Licensed Mexican Soccer Games” means all Mexican Soccer League games for whichLicensee has been licensed Soccer Rights.
 
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“Licensed Rights” has the meaning set forth in Section 1.1(a).“Licensed Soccer Rights” means, collectively, all Owned Team Soccer Rights andNon-Owned Team Soccer Rights.“Licensee” has the meaning set forth in the Preamble.“Licensee Facility Location” has the meaning set forth in Section3.7(a)(i)(A).“Licensee Indemnitees” has the meaning set forth in Section 13.1.“Licensee Permitted Spillover Contour” has the meaning set forth in Section3.7(a)(i)(A).“Licensee Produced Clips” means clips, vignettes, video recaps, highlight reels orother similar short-form Audiovisual Content produced by Licensee that are composed of excerptsfrom Programs, Movies, Pantelion Movies and Licensed Mexican Soccer Games, in each case, licensedby Licensor to Licensee hereunder.“Licensee Spillover” has the meaning set forth in Section 3.7(a)(i)(A).“Licensor” has the meaning set forth in the Preamble.“Licensor Facility Location” has the meaning set forth in Section3.7(a)(i)(B).“Licensor Indemnitees” has the meaning set forth in Section 13.2.“Licensor Permitted Spillover Contour” has the meaning set forth in Section3.7(a)(i)(B).“Lionsgate” has the meaning set forth in Section 3.5(a).“Linear Television Channel” means a channel, network or programming service thatBroadcasts Audiovisual Content in a manner that is linear-streamed, programmed and transmitted toviewers in a continuous and sequential manner, scheduled by the channel, network or programmingservice (and not by the viewer) during a significant majority of each consecutive twenty-four hourperiod.“Losses” has the meaning set forth in Section 13.1.“Mexican Soccer Fee” has the meaning set forth in Section 10.2(b)(ii).“Mexican Soccer League” means the group of Mexican professional soccer clubs (anddivisions of teams) governed by the Federación Mexicana de Fútbol Associación, along with any ofits present or future Affiliates, subsidiaries, assigns and/or successors.“Mexican Soccer License Agreement” means a written license agreement between GrupoTelevisa and a third party, pursuant to which Grupo Televisa licenses rights from such third partyto Broadcast games of a team that is, at the time that such license agreement is entered into, aNon-Owned Team, in one or more Licensed Media in the Territory at any time during the Term.
 
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“Mexico” means the United Mexican States, including all territories and possessionsthereof.“Mid-Range” has the meaning set forth in Section 16.3(d).“MOU” has the meaning set forth in the Recitals.“Movies” means feature length motion pictures originally produced in the Spanishlanguage or with Spanish subtitles that are intended for initial Broadcast to the public by meansof Theatrical Exhibition or Hard Good Home Videograms. Notwithstanding the foregoing, Movies donot include Pantelion Movies.“Musical Concert” shall mean Audiovisual Content comprised exclusively of the musicalperformances of one or more music performing artists (which for the avoidance of doubt shall notinclude award shows or other variety shows or other live events that may contain musicalperformances).“Mutual Release” has the meaning set forth in the Recitals.“MVPD” means a multichannel video programming distributor of Audiovisual Content, ascommonly understood in the media industry in the Territory (e.g., cable, SMATV, MDS, MMDS, OVS,satellite or telecommunications distributor), or other entity that markets, offers and providesvideo programming to its paying subscribers or paying customers (regardless of the technologyused).“MVPD Arrangement” means a distribution, retransmission consent, or other carriageagreement (and any amendments extensions and renewals thereof) between Licensee and/or itscontrolled Affiliate(s) and any MVPD, in each case pursuant to which, among other things, suchdistributor or other entity is authorized or required to retransmit, distribute, exhibit orotherwise make available to its subscribers or customers, on a linear basis, a Linear TelevisionChannel provided by Licensee and/or its controlled Affiliate(s), on terms consistent with industrypractice. For the avoidance of doubt, a MVPD Arrangement may, consistent with industry practice,also include arrangements with respect to non-linear Audiovisual Content offerings (e.g.,on-demand) and interactive features (e.g., iTV) of the relevant MVPD, which arrangements may becomplementary or supplementary to the Linear Television Channel being provided by Licensee and/orits controlled Affiliate(s) thereunder.“National Representation Commissions” means fees charged by any of Licensee and itscontrolled Affiliates to their Network Affiliates for acting as a national television advertisingsales representative.“Net DTO Margin” means the gross revenues actually collected by Licensee or itscontrolled Affiliates from the DTO exploitation of Licensed Content in the Territory during theTerm, minus all actual, direct, out-of-pocket, third party costs and expenses, includingincremental costs of obtaining third party rights clearances for DTO exploitation (e.g.,synchronization, artists, musicians, writers, publishers, producers, American Society of Composers,Society of European Stage Authors, composers, and public performance rights, etc.) and collectioncosts (credit card, paypal, prepaid). For the avoidance of doubt, Net DTO Marginshall not include any revenue or costs derived from the DTO exploitation of any AudiovisualContent that is not licensed by Licensor hereunder.
 
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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**“Network Affiliates” means any third party television station, cable operator,satellite operator or any other third party, in each case, that is party to a Network AffiliationAgreement.“Network Affiliation Agreement” means a bona fide contractual agreement or arrangementbetween Licensee and a third party with respect to the right to Broadcast by means of FreeTelevision all or six (6) hours or more per day of any Free Television channel.“Networks” means the Univision Network, the Galavision Network, the TelefuturaNetwork, and any Spanish language television network of affiliated television Broadcast stations,cable systems and other affiliated Broadcast outlets Broadcasting over the Stations in Puerto Ricodescribed in clause (b) of the definition of “Stations” (in each case, for so long as it is ownedby Licensee or any of its subsidiaries).“Non-Owned Teams” means First Division teams other than the Owned Teams.“Non-Owned Team Soccer Rights” has the meaning set forth in Section 10.2(a).“Novela” means Audiovisual Content originally produced in the Spanish language or withSpanish subtitles that is customarily understood by producers and distributors of AudiovisualContent for Spanish-speaking audiences in the Territory to be a novela, consistent with theexamples of novelas set forth on Schedule 11 hereto.***.***.“Non First Division Period” has the meaning set forth in Section 10.1(e).“Owned Teams” means, initially, the following Mexican Soccer League teams: *América*,*San Luis*and *Necaxa*, and after the date hereof, shall exclude any team that is sold by GrupoTelevisa and shall include any team that becomes treated as an Owned Team pursuant to Section10.1(d)(ii).“Owned Team Soccer Rights” has the meaning set forth in Section 10.1(a).“Packaged Sales” means sales in a single transaction or a series of relatedtransactions that generate both (a) revenues, including advertising, (by whatever name,categorization or characterization thereof) that are included in the Royalty Base; and (b)revenues, including advertising, (by whatever name, categorization or characterization thereof)that are excluded from the Royalty Base. By way of example only and not in limitation of thegenerality of the preceding sentence, a series of related transactions would include (i)negotiations which occur simultaneously or concurrently across multiple platforms based on therevenue source’s expressed spending commitment by platform during those negotiations; or (ii) arevenue source, after making a network television-only upfront purchase specifically requesting toreduce that commitment to network and direct the reduced amount to another platform either locallyornationally. By way of further example and not in limitation of the generality of the secondpreceding sentence, an unrelated series of transactions would include discrete transactionsresulting from multiple negotiations which take place throughout the year across differentplatforms as directed by the revenue source and/or its agent.
 
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“Packaged Sales Transaction Process” means the full sales and negotiations process andfinal result of each transaction, including the original proposed pricing and final pricing, ofPackaged Sales.“Pantelion” has the meaning set forth in Section 3.5(a).“Pantelion LLC Agreement” has the meaning set forth in Section 3.5(a).“Pantelion Movies” means feature length motion pictures that are (a) originallyproduced in the Spanish language or with Spanish subtitles; (b) acquired by Pantelion or producedor co-produced by Pantelion; and (c) intended for initial Broadcast to the public by means ofTheatrical Exhibition or Hard Good Home Videograms. For the avoidance of doubt, any co-productionswith any member or any of its Affiliates must include one or more third party(ies) such that theapplicable co-production would constitute Co-Produced Content.“Pantelion Parties” has the meaning set forth in Section 3.5(b)(i).“Participation Agreement” has the meaning set forth in the Recitals.“Stockholders Agreement” means that certain Amended and Restated StockholdersAgreement, dated concurrently herewith, by and among BMPI, Broadcast Media Partners Holdings, Inc.,Licensee, and the stockholders named therein.“Process Agent” has the meaning set forth in Section 15.6.“Programs” means all Audiovisual Content originally produced in the Spanish languageor with Spanish subtitles, whether live (i.e. contemporaneously Broadcast), filmed, taped orotherwise recorded or available for Broadcast, to which Grupo Televisa owns or controls Broadcastrights in the Licensed Media during the Term in the Territory (whether produced by or for GrupoTelevisa, co-produced by Grupo Televisa or acquired or licensed by Grupo Televisa), other than (a)Excluded Content (it being understood that any Excluded Content that, at any time, ceases toqualify under the definition thereof for any reason, and would otherwise satisfy the definition of“Programs”, shall thereafter immediately and automatically constitute Programs); (b) LicensedMexican Soccer Games; (c) Movies; (d) Pantelion Movies; (e) Ancillary Content; or (f) any ofAcquired Completed Novelas, Acquired Completed Content, Acquired Other Content, Co-Produced LocalNovelas, Televisa Local Novelas or Co-Produced Content, in each case, with respect to the itemsdescribed in clause (f), only to the extent that Grupo Televisa does not own or control the rightto Broadcast such Audiovisual Content in the Territory after complying with the provisions ofSection 2. For the avoidance of doubt, to the extent Grupo Televisa owns or controlsrights to Broadcast any of the Audiovisual Content described in clause (f) in any Licensed Media inthe Territory, whether now or in the future, such Audiovisual Content shall constitute Programs tothe extent it would otherwise satisfy the definition of “Programs” and such rights shall belicensed by Licensor to Licensee hereunder to the full extentof Grupo Televisa’s rights.
 
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“Promotional Obligations” means bona fide promotional obligations that GrupoTelevisa’s live event business has to one or more third parties (which may include venues orartists), and that are required to be satisfied in connection with the exercise of live Internetstreaming Broadcast rights in the Territory to a live event (other than a live sporting event)owned or controlled by Grupo Televisa’s live event business.“Proposed New Business” means a proposed new business (other than Publications andwebsites directly related thereto) in a line of business involving the Broadcast of Spanishlanguage Audiovisual Content in the Territory that would be new for Licensee (Grupo Televisa shallnot pursue any new business in a then existing line of business for Licensee), a significant aspectof which in terms of the Proposed New Business’ proposed operations, results of operations orprospects consists of Broadcast of Spanish language Audiovisual Content in the Territory (which,for example and not in limitation, would include a proposed goods and services or informationalwebsite(s) with complementary Audiovisual Content offerings that are a significant aspect of thebusiness, such as the example set forth on Schedule 12-1, but would not include a proposedbusiness such as the example set forth on Schedule 12-2 that utilizes Audiovisual Contentprimarily for advertising or promotional purposes only and/or for which Audiovisual Content doesnot constitute a significant part of the business). For the avoidance of doubt, a “Proposed NewBusiness” would (i) include a proposed expansion of an existing non-Spanish language business intoa Spanish language business, provided that the other criteria of the definition of Proposed NewBusiness are satisfied; and (ii) not include any Videogame businesses or opportunities.“Proposed Transaction Notice” has the meaning set forth in Section 4.3(b)(i).“Publication” means a bona fide general circulation print and/or digital magazine,journal or periodical that (a) is published on a regularly scheduled interval (subject to“refreshing” of content from time to time); (b) contains a significant amount of text-basedstories, articles or other editorial content and/or photographic still images; (c) may containaudio content, video content and/or Audiovisual Content that is related or complementary to thetextual stories, articles or other editorial content; and (d) is available to consumers either on apaid subscription, access or per-issue basis, or on an advertiser supported basis.“Quality Standards” has the meaning set forth in Schedule 1.“Radio” means audio programming, unaccompanied by any moving images, transmitted,re-transmitted, distributed, performed or otherwise disseminated to, or for, reception by any formof listening or other reception device, including by way of satellite or the Internet in a digitalformat.“Replacement Station” has the meaning set forth in Section 17.1(a).
 
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“Restricted Movies” means those Movies set forth on Schedule 13;provided that if at any time Grupo Televisa (i) solely owns or controls any Broadcastrights in any Licensed Media to any Restricted Movie, such Movie shall cease to be a RestrictedMovie hereunder and shall become Licensed Content to the full extent of such rights owned orcontrolled by GrupoTelevisa, or (ii) jointly owns or controls such rights with any third party, Licensor shallput Licensee in contact with such third party and use commercially reasonable efforts to facilitatea negotiation between Licensee and such third party so that Licensee may attempt to acquire orlicense such rights (it being understood that Licensee shall not have to make any payment inrespect of the portion of such rights owned or controlled by Grupo Televisa); provided,further, that Grupo Televisa shall have no obligation to obtain or seek to obtain suchrights.“Right of First Negotiation” means that, with respect to the applicable arrangement,the parties shall negotiate in good faith and on a commercially reasonable basis for a period ofthirty (30) days; provided, that if no agreement has been reached during such period, theparty bearing the obligation to provide the Right of First Negotiation shall have no furtherobligation to negotiate with the other party and shall be free to negotiate with third parties withrespect to the applicable arrangement. The initial thirty (30) day negotiation period shallcommence on a date reasonably designated in writing by the party bearing the obligation to providethe Right of First Negotiation after good faith consultation with the other party.“Right of First Negotiation / First Refusal” means that, with respect to theapplicable arrangement, the parties shall negotiate in good faith and on a commercially reasonablebasis for a period of thirty (30) days; provided, that if no agreement has been reachedduring such period, the party bearing the obligation to provide the Right of First Negotiation /First Refusal shall have no further obligation to negotiate with the other party and shall be freeto negotiate with third parties with respect to the applicable arrangement; provided,further, that the party bearing the obligation to provide the Right of First Negotiation /First Refusal shall not conclude any arrangement with any third party on the same terms or termsthat, taken together, are less favorable to it (all things considered) than those terms that havebeen offered to the other party, without providing the other party five (5) Business Days to eitheraccept or reject the applicable arrangement on such new terms. The initial thirty (30) daynegotiation period shall commence on a date reasonably designated in writing by the party bearingthe obligation to provide the Right of First Negotiation / First Refusal after good faithconsultation with the other party.“Rights Restrictions” means, with respect to any rights, any bona fide third partyreservation, holdback, limitation, or condition (a) binding under applicable Law or contractuallyor unilaterally imposed by a third party (including any owner, holder, creator or performer of suchrights) upon Licensor as a licensee, purchaser or authorized user of intellectual property rightsfrom a third party; and (b) relating to the manner in which such rights may be exploited. Asillustrative examples, Rights Restrictions may include a restriction on the media, territory,times, frequency, platforms, or languages in which such intellectual property rights or premisesmay be exploited.“Royalty” has the meaning set forth in Section 9.1(a).“Royalty Base” has the meaning set forth in Section 9.1(d)(i).“Royalty Base Platforms” has the meaning set forth in Section 9.1(d)(i).“Sales Agency Agreement” has the meaning set forth in the Recitals.“Script” means a script, format, production bible or other written similarintellectualproperty which may be used as a primary source for production of any Audiovisual Content.
 
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“SEC” means the Securities and Exchange Commission.“Short Form Commercial Advertising” means advertising spots and commercials, banneradvertising, pop up advertising and any similar forms of display advertising, audio advertising,text advertising or additional video advertising or audiovisual advertising or a combination of anyof the above, in each case, limited to a maximum duration of two (2) minutes.“Soccer Rights” has the meaning set forth in Section 10.1(b).“Spanish Language Platform” means an audiovisual platform (e.g., a Linear TelevisionChannel or network, linear programming service, non-linear programming service, website, mobileplatform, video-on-demand service or other similar platform whether now known or hereafter devised)on which (a) any Audiovisual Content is then being Broadcast or, if such platform is owned byLicensee, has previously been Broadcast during the time that Licensee owned such platform, or ifsuch platform is not owned by Licensee, has previously been Broadcast at any time; and (b) morethan a majority of the content thereon is comprised of Spanish language text (excluding closedcaptioning, translation and other similar functionality), Spanish language audio (excluding anysecondary audio program (SAP) or other similar functionality), and/or Spanish language AudiovisualContent.“Spanish-Speaking Country” means Mexico and any other country that has, or is thengenerally recognized to have, Spanish as one of its official languages or primary languages. Forpurposes of this Agreement, the United States shall not be deemed to be a Spanish-Speaking Country.“Special Library Programs” has the meaning set forth in Section 8.1(b).“Specified Channels” means (a) the Univision Network, the Galavision Network and theTelefutura Network; (b) the TuTv Networks; and (c) any additional existing or new Spanish languageLinear Television Channels owned or operated by Licensee (including any Grupo Televisa Spanishlanguage Linear Television Channels licensed to Licensee hereunder) that are distributed,transmitted and retransmitted in a manner consistent with the then current distribution ortransmission of the Networks and/or the TuTv Networks.“Specified Stations” means Stations which Broadcast primarily in the Spanish languagein any of the top fifteen (15) Hispanic markets in the United States, as measured by the annualNielson Universal Estimates (or such other ratings estimate from a then leading ratings agency asis then an acceptable industry standard as agreed by the parties) for ages 18+ or any successorstandard (or any Replacement Station thereof).
 
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“Stand Alone Business” means an existing stand alone business (other than Publicationsand websites directly related thereto), a significant aspect of which in terms of prospects andeither (a) operations; or (b) results of operations, consists of Broadcast of Spanish languageAudiovisual Content in the Territory (which, for example, would include goods and services websiteswith complementary Audiovisual Content offerings that are a significant aspect of the business,such as the example set forth on Schedule 12-1, but would not include companies suchas the example set forth on Schedule 12-2 that utilize Audiovisual Content primarilyfor advertising or promotional purposes only and/or for which Audiovisual Content does notconstitute a significant part of the business). Notwithstanding the foregoing, in the case of aStand Alone Business that is a Start-Up Business, the standard for determining whether asignificant aspect of such business consists of Broadcast of Spanish language Audiovisual Contentin the Territory shall be based on either the prospects or the proposed operations or proposedresults of operations of such business. For the avoidance of doubt, a “Stand Alone Business” wouldnot include any Videogame businesses or opportunities.“Start-Up Business” means a business that has been in operation for less than three(3) years.“Stations” means, without duplication, (a) those Free Television Broadcast stations,cable television systems and other television Broadcast outlets affiliated with the Networks thatare now or hereafter (i) directly or indirectly majority owned by Licensee or a direct or indirectsubsidiary of Licensee or with respect to which Licensee or a direct or indirect subsidiary ofLicensee has the right to designate a majority of the board or similar governing body; and (ii)operated by Licensee, in each case with respect to clauses (i) and (ii), which Broadcast primarilyin the Spanish language format; and (b) WLII and WSUR in Puerto Rico.“Sublicensing Arrangement” means any sublicense or contractual arrangement tosublicense or otherwise exploit by Licensee or a controlled Affiliate of Licensee to any personthat is not a controlled Affiliate of Licensee any of the Licensed Rights in and to LicensedContent, but excluding (a) Network Affiliation Agreements; (b) MVPD Arrangements; (c) UINArrangements (including any arrangements for UIN Branded Experiences); and (d) Clip ExchangeArrangements (i.e., none of the arrangements referenced in (a)-(d) shall be considered SublicensingArrangements).“Technical Specifications” means the technical specifications for a TechnologicalEnhancement that are provided by Licensee.“Technological Enhancement” means, with respect to an item of Licensed Content, anyconversion, enhancement optimization, reformatting, coding, provisioning or other similar processused to create such Licensed Content in, or convert or adapt such Licensed Content into, any formatthat can be used for the Broadcast of Audiovisual Content. Notwithstanding the foregoing, the term“Technological Enhancement” shall not include conversion from analog to digital formats.“Technology Services Budget” means the budget for any applicable conversion orTechnological Enhancement of an item of Licensed Content, which budget shall be (a) no greater thanthe sum of the actual, out-of-pocket costs paid by Grupo Televisa in order to complete suchdigitization or Technological Enhancement, plus a reasonable internal overhead cost allocation(consistent with Grupo Televisa’s standard practices for pricing such services for use among itsinternal departments and divisions); and (b) delivered by Licensor promptly following Licensee’sdelivery of a Technology Services Request. The amounts charged to Licensee shall be no greaterthan the market price (i.e., on an arms length basis) for the services in question.
 
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“Technology Services Request” means a written notice requesting that a given item ofLicensed Content be converted into, or created in, a particular format by means of a digitalconversion or Technological Enhancement process, which notice shall include (a) any applicableTechnological Specifications; and (b) the desired schedule for the completion of such conversion orTechnological Enhancement, in each case, in detail reasonably specific and sufficient to permitLicensor to evaluate Licensee’s request.“Telefutura Network” means the Telefutura Spanish language television network ofaffiliated television Broadcast stations, cable systems and other affiliated Broadcast outletsBroadcasting the Telefutura Network in the Territory.“Telemundo” has the meaning set forth in Section 3.4.“Televisa Advertising” has the meaning set forth in Section 11.2.“Televisa Carve Out Business Content” has the meaning set forth in Section16.3(b).“Televisa Channel” means any Linear Television Channel owned or controlled by GrupoTelevisa and Broadcast by Grupo Televisa in any Licensed Media, in each case, whether existing onthe date hereof or created hereafter.“Televisa Channel Marks” has the meaning set forth in Schedule 1.“Televisa Closing” has the meaning set forth in the Stockholders Agreement.“Televisa Editing and Dubbing Appointee” means a Licensor employee who is capable ofmaking editorial and dubbing decisions with respect to Televisa Audiovisual Content based on theknowledge he or she has of Grupo Televisa’s production and editing processes, and guidelines tomaintaining the integrity of the Licensed Content.“Televisa Local Novela” means a Novela (other than an Acquired Completed Novela) to beBroadcast initially in a Spanish-speaking country (outside the Territory and Mexico), originallyproduced by a third party (other than directly or indirectly by any Television Broadcaster in theTerritory) for Broadcast in the Spanish language or with Spanish subtitles in such Spanish-speakingcountry outside of Mexico and the Territory based on a Script owned or controlled by GrupoTelevisa.“Televisa New Business Content” means Televisa Proposed New Business Content, TelevisaStand Alone Business Content and Televisa Carve Out Business Content.“Televisa Proposed New Business Content” has the meaning set forth in Section16.1(b).“Televisa Produced Clips” means clips, vignettes, video recaps, highlight reels orother similar short-form Audiovisual Content produced by Grupo Televisa that are composed ofexcerpts from Programs, Movies and Licensed Mexican Soccer Games licensed by Licensor to Licenseehereunder, and that are (a) in the case of Novelas, excerpts from any episode of a Novela nogreater than thirty (30) seconds in the aggregate in duration from any one episode; (b) in the caseof sports events, excerpts from any such event limited to highlights of such event ofnot more than two (2) minutes per highlight clip and ten (10) minutes in the aggregate fromsuch event; and (c) in the case of Programs (other than Novelas and sports events) and Movies,excerpts from any episode or item (as applicable) of such content, in each case, no greater thansixty (60) seconds in the aggregate in duration from any one episode or item (as applicable) ofsuch content.
 
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“Televisa Publication” means a Publication owned, controlled or licensed by GrupoTelevisa, including bona fide publications Grupo Televisa may own, control or license in the future(and extensions and complements of such Publications).“Televisa Publications Content” means any Audiovisual Content originally produced inthe Spanish language or with Spanish subtitles, not including Novelas, live sports, or regularlyscheduled national news television Broadcasts (or any excerpt, portion or clip of any Novela, livesports or regularly scheduled national news television Broadcast), that satisfies each of thefollowing criteria:(a) has an aggregate duration of up to twelve (12) minutes (including commercials);(b) is related or complementary to a Televisa Publication;(c) has not been Broadcast by Grupo Televisa (or any other party with the permission,authorization or consent of Grupo Televisa) on any Linear Television Channel in a Spanish-SpeakingCountry;(d) either (i) is sports-related Audiovisual Content (e.g. interviews, profiles, pressconferences) that is not live and is not a clip or highlight of a sports event; or (ii) is notsimilar to traditional long form television programs such as sitcoms (e.g., “Everybody LovesRaymond” or “Familia Peluche”), dramas or series (e.g., “24”, “Law and Order” or “Hermanos yDetectives”), long-form television documentaries (e.g., “Planet Earth” or “El Alma de Mexico”),reality shows (e.g., “Big Brother”, “Real Housewives” or “Dia de Perros”), talent competition shows(e.g., “American Idol” or “Bailando Por Un Sueno”) or long form, linear, sequential televisionmusic programming comprised of a combination of music video, concert and/or long-form musicprogramming (e.g., MTV or Palladia) and is more akin to sale of goods or services, social mediauser generated content, or how-to, informational, interview or demonstrative content, in each case,relating to travel, gaming, cooking, dating, nature, wilderness, fashion, beauty, health and/orfitness, diet, history, biography, vehicles, astrology, science, research, social sciences,economics, politics, interior design, architecture, education, teens’ and childrens’ interest,lifestyle, technology or gadgets, business, celebrity gossip, parenting and music; and(e) without limiting anything contained in clauses (a)-(d) above, if the Audiovisual Contentrelates to or is based on a comic book or similar publication, such Audiovisual Content shall nothave a narrative storyline or plot.It is understood and agreed that if, at any time, Audiovisual Content that otherwise satisfiesthe definition of “Televisa Publications Content” is Broadcast by Grupo Televisa (or any otherparty with the permission, authorization or consent of Grupo Televisa) on any Linear TelevisionChannel in a Spanish-Speaking Country, then such Audiovisual Content shallthereafter immediately and automatically (A) constitute Licensed Content (to the extent itotherwise meets the definition of “Licensed Content”) and (B) cease to be Televisa PublicationsContent.
 
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“Televisa Sell-Down” has the meaning set forth in the Stockholders Agreement.“Televisa Spillover” has the meaning set forth in Section 3.7(a)(i)(B).“Televisa Spoiler Content” means, with respect to a Program, any program or othercontent, whether audio, visual, audiovisual, print publication or otherwise, that containsinformation regarding (a) the last five (5) chapters of such Program (if such Program haschapters), or (b) a pivotal scene (that reveals the final resolution of any major plot or conflict,such as the death of a major character), in each case, to the extent that (x) the relevant portionsof such Program have not been Broadcast or otherwise made available by Licensee or its Affiliatesor permitted sublicensees in the Territory; and (y) the applicable information has not previouslybeen Broadcast or otherwise made available in the Territory by Licensee or any third partyauthorized by Licensee (provided, that the foregoing shall not be deemed to be a grant to Licenseeof any right or authority to make or permit a third party to make such information available).“Televisa Stand Alone Business Content” has the meaning set forth in Section16.2(b).“Televisa Training Content” means Grupo Televisa company training, personnel orsimilar Audiovisual Content.“Television Broadcaster” means any person that engages in the Broadcast of AudiovisualContent by means of Free Television channels (or a Linear Television Channel that has previouslybeen a Free Television channel) as one of its primary business platforms.“Term” has the meaning set forth in Section 14.“Territory” has the meaning set forth in the Recitals.“Theatrical Exhibition” means, with respect to any feature length motion picture, thecommercial Broadcast of such motion picture by means of exhibition in theaters open to the generalpublic on a regularly scheduled basis where a fee is charged for admission to view such motionpicture.“Third Amended and Restated Program License Agreement” has the meaning set forth inthe Preamble.“Third Appraiser” has the meaning set forth in Section 16.3(d).“Tie-Ins” has the meaning set forth in Section 11.10.
 
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“TuTv Networks” means the following Spanish language Linear Television Channels beingBroadcast (or for which the Broadcast rights have been previously granted by Grupo Televisa to TuTvLLC), in the Territory immediately prior to the date hereof, pursuant to theChannel License Agreement, dated as of April 28, 2003, by and between Visat, S.A. de C.V. (ofwhich Licensor is the successor in interest) and Spanish Subscription Television LLC (n.k.a. TuTvLLC), as amended: (a) De Película, (b) De Película Clásico, (c) Telehit, (d) Ritmoson Latino, (e)Bandamax, and (f) Clásico TV.“UIN Arrangements” means digital distribution arrangements for the Broadcast ofLicensed Content on the Univision Interactive Network.“UIN Branded Experience” means a Licensee branded “consumer experience” third partysite, platform, RSS feed or application (e.g., branded widget, applet, etc.) delivered by means ofdigital distribution that (a) prominently features one or more Licensee logos or trademarks; (b)satisfies all General Requirements (including Licensee’s retention of all Core Controls); (c) isoperated solely or controlled solely by Licensee (or under Licensee’s express and sole direction);(d) has a layout and “look and feel” controlled solely by Licensee (subject to any generalrestrictions or required templates provided by the third party); (e) is commercialized solely byLicensee or by Licensee and the third party; (f) is either a Spanish Language Platform or acomponent of a non-Spanish Language Platform (that would be a Spanish Language Platform ifseparated therefrom), and (g) does not involve any express assignment or express license ofBroadcast rights by Licensee to the third party (it being understood that Licensee shall use goodfaith efforts not to structure arrangements so as to frustrate the purposes of this clause (g)).For the avoidance of doubt, “UIN Branded Experiences” shall not include (i) third party sites,platforms or applications that feature Licensee logos or trademarks but do not have the operationaland creative controls described in this definition and (ii) MVPD Arrangements.“Umpire” has the meaning in Section 15.1(b)(i).“Umpire’s Certificate” has the meaning set forth in Section 15.1(b)(i).“Univision Interactive Network” shall mean (a) Univision.com and other Licensee ownedor controlled sites and platforms; and (b) UIN Branded Experiences.“Univision Network” means the Univision Spanish language television network ofaffiliated television Broadcast stations, cable systems and other affiliated Broadcast outletsBroadcasting the Univision Network in the Territory.“Venevision” has the meaning set forth in the Recitals.“Venevision Agreements” has the meaning set forth in the Recitals.“Venevision PLA” has the meaning set forth in the Recitals.“Videocine” has the meaning set forth in Section 3.5(a).
 
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“Videogames” means games which include computer generated images and/or sound,electronic games and any other interactive games (including massive multi-player virtual universeonline games or other multi-player or online games, whether subscription based or otherwise)created for any existing or future platforms, where the user(s) or viewer(s) is (are) giveninteractive control over the images displayed on-screen or any other types of games thatmay now exist or hereafter be devised which include computer generated images and/or sound.“World Cup” means the final round of competition (as distinct from the preliminarycompetition) of the FIFA World Cup soccer tournaments of male players, which as of the date hereofoccurs every four years (e.g., Germany FIFA World Cup 2006, South Africa FIFA World Cup 2010,Brazil FIFA World Cup 2014) or any successor tournament with the same competition characteristicsthat may replace FIFA World Cup soccer tournaments in the future.
 
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**SCHEDULE 1****TELEVISA CHANNEL TRADEMARK LICENSE**(a) Grupo Televisa is the owner in the Territory, directly or indirectly, or authorized userof numerous trademarks used, and/or associated, with the Televisa Channels and other packagedprogramming offerings including, without limitation, *Televisa, Televisa Design, Televisa Composite,Galavision, Ritmoson Latino, Bandamax, De Pelicula & Design, Telehit, Telehit & Design*(collectively, and together with all other registered and common Law trademarks owned by Licensoror its Affiliates in the Territory and used in connection with the Televisa Channels and otherpackaged programming offerings, and any stylized version thereof, together with all rights andgoodwill in the foregoing now owned, licensed or that may be acquired by Grupo Televisa, the“Televisa Channel Marks”).(b) Pursuant to the terms and conditions and subject to the exceptions and exclusions of thisAgreement, Licensor grants to Licensee, and Licensee accepts, a nonexclusive, royalty free licenseto use the Televisa Channel Marks throughout the Territory during the Term solely in connectionwith Licensee’s exercise of the Licensed Rights (and all other rights and entitlements hereunderattendant and appurtenant thereto).(c) Licensee acknowledges that Grupo Televisa is the sole and exclusive owner of all rights inand to the Televisa Channel Marks, and that Grupo Televisa shall be responsible for prosecuting andmaintaining any trademark applications and/or registrations for the Televisa Channel Marks, andLicensee shall not contest, challenge, or attack Grupo Televisa’s rights in and to the TelevisaChannel Marks. Licensee shall not use and/or apply to register any mark that is identical orconfusingly similar to the Televisa Channel Marks, or obtain an Internet domain name comprised ofor containing the Televisa Channel Marks or any confusingly similar variation of the TelevisaChannel Marks. All use of the Televisa Channel Marks by Licensee shall inure to the benefit ofGrupo Televisa. Licensee, by this Amended and Restated 2011 Program License Agreement, thisSchedule 1 thereto or by use of the Televisa Channel Marks, shall acquire no right, title, orinterest in or to the Televisa Channel Marks or the goodwill associated with the Televisa ChannelMarks.(d) Licensee agrees to use the Televisa Channel Marks only as expressly permitted herein, onlyin a manner and form reasonably satisfactory to Licensor, and Licensee further agrees not to usethe Televisa Channel Marks in any way that would intentionally damage the goodwill, reputation orname of Licensor or its Affiliates, or confuse or mislead the public with regard to the separateand distinct identities of Licensee and Licensor.(e) Licensee acknowledges that it is familiar with the high quality of the services renderedby Grupo Televisa in connection with the Televisa Channel Marks, and agrees that the use of theTelevisa Channel Marks by Licensee in connection with this Agreement will conform to such highquality standards (the “Quality Standards”). To ensure that the Televisa Channel Marks areused, and adhere at all times to, the Quality Standards, Licensee agrees to cooperate with Licensorto facilitate Licensor’s control of the nature and quality of Licensee’s use of the TelevisaChannel Marks, and, in connection therewith, shall provide Licensor withspecimens showing its use of the Televisa Channel Marks, in the form of audio/video tapes,advertising and promotional or other material, as reasonably requested by Licensor from time totime (which shall be no more frequent than quarterly).
 
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(f) If Licensor disapproves of any such specimens submitted by Licensee, Licensor shall givenotice thereof in writing to Licensee within seven (7) business days after receipt thereof, andLicensee agrees to revise such materials to Licensor’s specifications. The parties agree that, ifLicensee receives no notice of Licensor’s disapproval within ten (10) business days afterLicensor’s receipt of any such specimens, approval shall be considered to have been granted.(g) Licensee agrees to notify Licensor as soon as reasonably practicable in the event itdetermines that any one of the Televisa Channel Marks is being infringed or adversely affected byunlicensed third parties in the Territory. In the event that either party determines that any oneof the Televisa Channel Marks is being infringed or adversely affected by unlicensed third parties,Licensee agrees that Licensor shall have the sole and exclusive right to abate such infringement oradverse use and to retain any and all damages received therefrom. At Licensor’s request, Licenseeshall provide reasonable assistance to Licensor in the event of any such infringement or adverseuse of the Televisa Channel Marks. Licensee shall have no claim against Licensor for damages ifLicensor determines, in its sole discretion, that it is not in the best interest of Licensor toinitiate legal proceedings or otherwise take action to abate such infringement or adverse use bythird parties.(h) Upon termination or expiration of this Amended and Restated 2011 Program LicenseAgreement, (i) all rights granted to Licensee hereunder shall terminate and automatically revert toLicensor, and (ii) Licensee agrees to immediately (1) discontinue all use of the Televisa ChannelMarks and any mark confusingly similar thereto, including but not limited to use of the TelevisaChannel Marks as part of a domain name, and (2) destroy all advertising, packaging, promotional andother written material bearing the Televisa Channel Marks.(i) Licensor hereby represents and warrants that it owns or has a license to use all rights inand to the Televisa Channel Marks and to grant all rights herein granted to Licensee with respectto such Televisa Channel Marks.
 
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**SCHEDULE 2****NOVELAS PRIOR TO OCTOBER 4, 2010**LOS EXITOSOS PÉREZ