WITHIN [***] AFTER THE
CONCLUSION OF EACH [***] UNDER THIS AGREEMENT:
(I)
THE TOTAL NUMBER OF SUCH BASIC SUBSCRIBERS WHO ARE CAPABLE OF
MAKING A DEMAND PURCHASE ON THE FIRST AND LAST [***] OF EACH SUCH [***]; AND
(II)
THE TOTAL NUMBER OF DEMAND PURCHASES MADE BY AFFILIATE'S BASIC
SUBSCRIBERS DURING SUCH ENTIRE [***].
B.
FOR EACH DELIVERY METHOD OF THE PLEASURE SERVICE (CABLE, SMATV,
MMDS, LMDS, AND OVS) AFFILIATE SHALL SUPPLY TO NETWORK, WITH
8
Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations
under the Securities Exchange Act.
Omitted information, marked "[***]" in this
Exhibit, has been filed with the Securities and Exchange Commission together
with such request for confidential treatment.
PAYMENT OF THE PLEASURE SERVICE CHARGE AND ON A FORM PROVIDED BY NETWORK, ANY
INFORMATION REGARDING THE NUMBER OF DEMAND PURCHASES, BASIC SUBSCRIBERS, UNITS
OR OTHER INFORMATION REASONABLY NECESSARY TO DETERMINE THE AMOUNTS DUE NETWORK
FROM THE DEMAND PURCHASES OF THE PLEASURE SERVICE.
NOTWITHSTANDING THE
IMMEDIATELY PRECEDING SENTENCE, IT IS AGREED THAT AFFILIATE MAY USE ITS STANDARD
FORM INSTEAD OF THE NETWORK FORM PROVIDED ALL OF THE INFORMATION REQUESTED IN
THIS SECTION 9 IS CONTAINED IN SAID FORM.
C.
ALL OF AFFILIATE'S AND THE SYSTEMS' RECORDS AND ACCOUNTS RELATING
TO THE PLEASURE SERVICE SHALL BE AVAILABLE FOR INSPECTION AND COPYING AND FOR
AUDIT BY NETWORK AND ITS REPRESENTATIVES DURING NORMAL BUSINESS HOURS UPON [***]
PRIOR WRITTEN NOTICE, DURING THE TERM OF THIS AGREEMENT AND FOR [***]
THEREAFTER.
ANY AUDIT SHALL BE LIMITED TO THE [***] IN WHICH THE AUDIT
COMMENCES AND THE [***] IMMEDIATELY PRECEDING THAT [***].
IN ADDITION, ANY
CLAIM ARISING FROM SUCH AUDIT MUST BE ASSERTED BY GIVING NOTICE OF THE CLAIM
WITHIN [***] AFTER COMPLETION OF THE AUDIT OR IS DEEMED WAIVED.
D.
THE AFFILIATE AND EACH SYSTEM SHALL KEEP OR CAUSE TO BE KEPT AT
ITS ADDRESS IN THE CONTIGUOUS 48 STATES FULL, TRUE, AND ACCURATE RECORDS FROM
WHICH THE PLEASURE SERVICE CHARGES PAYABLE BY AFFILIATE MAY BE ACCURATELY
DETERMINED BY AN AUDIT CONDUCTED IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING
PRINCIPLES ("AUDIT RECORDS").
ALL AUDIT RECORDS SHALL BE KEPT BY THE AFFILIATE
FOR AT LEAST [***] FROM THE DELIVERY TO NETWORK OF THE PERTINENT [***]
STATEMENTS UNDER SECTION 9 OF THIS AGREEMENT.
E.
IF EITHER (I) THE AMOUNT OF THE PLEASURE SERVICE CHARGE PROPERLY
PAYABLE BY THE AFFILIATE, IN ANY PERIOD COVERED BY SUCH EXAMINATION OR AUDIT,
SHALL BE FOUND TO BE GREATER BY [***] PERCENT ([***]%) OR MORE THAN THE PLEASURE
SERVICE CHARGE SHOWN DUE IN THE AFFILIATE'S [***] STATEMENTS UNDER SECTION 9 OF
THIS AGREEMENT FOR SUCH PERIOD OF TIME, OR (II) THE AFFILIATE FAILS TO TIMELY
PROVIDE NETWORK WITH THE REQUIRED [***] STATEMENTS FOR THE PERIOD OF TIME
COVERED BY AN EXAMINATION OR AUDIT; THEN THE REASONABLE COSTS AND EXPENSES OF
SUCH EXAMINATION OR AUDIT (INCLUDING REASONABLE TRAVEL AND ACCOMMODATION COSTS
AND ALL REASONABLE DISBURSEMENTS) SHALL BE PAYABLE BY AFFILIATE WITHIN [***]
AFTER A DEMAND