CONNECTION WITH THE DESIGNATED
CONTRACTS, PROVIDED THAT SUCH FEES WERE CONTRACTED PRIOR TO THE FORMATION OF THE
COMPANY; (II) ANY PARTICIPATIONS PAID OR PAYABLE TO THE ARTISTS UNDER THE
DESIGNATED CONTRACTS OR ANY AGREEMENT ANCILLARY THERETO ("ARTISTS'
PARTICIPATIONS"); (III) ALL COMPANY EXPENSES, DEBT PAYMENTS, CAPITAL
IMPROVEMENTS, REPLACEMENTS AND CONTINGENCIES; AND (IV) ANY RESERVES ESTABLISHED
FOR ANY OF THE FOREGOING.
MANAGEMENT FEES PAYABLE HEREUNDER SHALL ACCRUE AND BE
PAID QUARTERLY.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
5.1
REPRESENTATIONS AND WARRANTIES OF CHS.
CHS
HEREBY REPRESENTS AND WARRANTS TO SRS THAT:
(A)
CHS (I) IS DULY ORGANIZED, VALIDLY EXISTING
AND IN GOOD STANDING UNDER THE LAWS OF THE JURISDICTION OF ITS ORGANIZATION,
(II) HAS THE POWER AND AUTHORITY, AND THE LEGAL RIGHT, TO CONDUCT THE BUSINESS
IN WHICH IT IS CURRENTLY ENGAGED, (III) IS DULY QUALIFIED AS A FOREIGN
CORPORATION AND IN GOOD STANDING UNDER THE LAWS OF EACH JURISDICTION WHERE ITS
OWNERSHIP, LEASE OR OPERATION OF PROPERTY OR THE CONDUCT OF ITS BUSINESS
REQUIRES SUCH QUALIFICATION, AND (D) IS IN COMPLIANCE WITH ALL REQUIREMENTS OF
LAW APPLICABLE TO THE CONDUCT OF ITS BUSINESS.
(B)
THE DESCRIPTION OF THE DESIGNATED CONTRACTS
AND RELATED ASSETS SET FORTH ON SCHEDULE 1 TO EXHIBIT A HERETO COMPLETELY AND
ACCURATELY DESCRIBES THE DESIGNATED CONTRACTS AND ALL OF CHS'S RIGHT, TITLE AND
INTEREST IN AND TO THE DESIGNATED CONTRACTS AND ANY RELATED AGREEMENTS, RIGHTS
AND UNDERSTANDINGS WITH RESPECT THERETO.
(C)
CHS IS THE OWNER OF THE ASSETS SET FORTH ON
SCHEDULE 1 TO EXHIBIT A AND HAS CONTRIBUTED TO THE COMPANY AS THE CHS CAPITAL
CONTRIBUTION THE DESIGNATED CONTRACTS AND ALL OF ITS RIGHTS AND INTERESTS
THEREUNDER, INCLUDING WITHOUT LIMITATION THE RIGHT TO RECEIVE ALL PROCEEDS, FREE
AND CLEAR OF ALL LIABILITIES, LIENS, SECURITY INTERESTS AND ENCUMBRANCES, AND
CHS HAS NO ADDITIONAL RIGHTS OR ECONOMIC INTERESTS ARISING FROM OR RELATING TO
THE DESIGNATED CONTRACTS OR THE SHOWS OTHER THAN THE RETAINED ASSETS.
(D)
CHS HAS THE REQUISITE LEGAL CAPACITY TO OWN
ITS ASSETS, TO BORROW MONEY, TO EXECUTE AND DELIVER THIS AGREEMENT AND ALL OTHER
DOCUMENTS, CERTIFICATES AND INSTRUMENTS RELATED THERETO, AND TO EFFECT AND CARRY
OUT THE TRANSACTIONS CONTEMPLATED HEREIN AND THEREIN.
THIS AGREEMENT AND EACH
DESIGNATED CONTRACT HAS BEEN DULY AUTHORIZED AND, WHEN EXECUTED AND DELIVERED,
WILL BE A VALID AND LEGALLY BINDING INSTRUMENT ENFORCEABLE AGAINST CHS AND/OR
THE COMPANY, AS APPLICABLE, IN ACCORDANCE WITH ITS TERMS.
THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
HEREBY (A) WILL NOT (IMMEDIATELY OR WITH THE PASSAGE OF TIME, OR THE GIVING OF
NOTICE) VIOLATE (I) ANY LAW, ORDER, RULE OR REGULATION OR DETERMINATION OF AN
ARBITRATOR, A COURT, OR OTHER GOVERNMENTAL AGENCY, APPLICABLE OR BINDING UPON
CHS OR ANY OF THE CHS'S PROPERTY OR AS TO WHICH CHS OR ANY OF ITS PROPERTY IS
SUBJECT; OR (II) ANY PROVISION OF ANY AGREEMENT, INSTRUMENT, OR UNDERTAKING TO
WHICH CHS IS A PARTY OR BY WHICH CHS OR ANY OF CHS'S PROPERTY IS BOUND AND
(B) WILL NOT RESULT IN THE CREATION OR IMPOSITION