TO CABLE TELEVISION SYSTEMS AND
CABLE OPERATORS, INCLUDING 47 C.F.R. §76.225, 76.305, AND AS THE SAME MAY BE
AMENDED FROM TIME TO TIME ("CHILDREN'S TELEVISION REGULATIONS"). NETWORK FURTHER
REPRESENTS, COVENANTS AND WARRANTS THAT IT WILL PROVIDE TO AFFILIATE ALL RECORDS
DEMONSTRATING SUCH COMPLIANCE UNDER THE CHILDREN'S TELEVISION REGULATIONS AS ARE
NECESSARY FOR AFFILIATE TO TIMELY DEMONSTRATE ITS COMPLIANCE AS A CABLE OPERATOR
WITH THE COMMERCIAL MATTER LIMITATIONS AND RECORD KEEPING REQUIREMENTS OF THE
CHILDREN'S TELEVISION REGULATIONS. NETWORK FURTHER REPRESENTS, COVENANTS AND
WARRANTS THAT THE SERVICE COMPLIES, AND WILL CONTINUE TO COMPLY, WITH ALL
ORIGINATION CABLECASTING REGULATIONS OF THE FCC, INCLUDING BUT NOT LIMITED TO 47
C.F.R. §§76.205-76.221 (POLITICAL EQUAL TIME, PERSONAL ATTACH, LOTTERIES AND
SPONSORSHIP IDENTIFICATION), AS THE SAME ANY BE AMENDED FROM TIME TO TIME
("ORIGINATION CABLECASTING REQUIREMENTS"), AND THAT NETWORK SHALL PROVIDE
AFFILIATE ALL NECESSARY DOCUMENTATION REQUIRED THEREUNDER FOR AFFILIATE TO
TIMELY MEET ITS DOCUMENTATION AND PUBLIC FILE REQUIREMENTS UNDER THE ORIGINATION
CABLECASTING REQUIREMENTS. IN THE EVENT THAT ANY OTHER PROGRAMMING OFFERED BY
THE SERVICE SHALL BE AMONG THE KIND OF PROGRAMMING WHICH IS REGULATED BY
FEDERAL, STATE OR LOCAL LAW, AS THE SAME MAY APPLY TO CABLE TELEVISION SYSTEMS
AND CABLE OPERATORS, OR OTHER NON-BROADCAST TELEVISION DISTRIBUTORS, THEN
NETWORK SHALL PROVIDE TO AFFILIATE ALL STATEMENTS, RECORDS OR OTHER DOCUMENTS IN
THE
9
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.
NETWORK'S POSSESSION, CUSTODY AND CONTROL REASONABLY NECESSARY FOR AFFILIATE TO
DEMONSTRATE TIMELY COMPLIANCE AS A CABLE OPERATOR OR DISTRIBUTOR WITH SUCH LAWS
AND REGULATIONS.
8.
PROMOTION AND ADVERTISING
(A)
LAUNCH AND MARKETING SUPPORT. NETWORK SHALL
PROVIDE TO EACH SYSTEM THE LAUNCH AND MARKETING SUPPORT SET FORTH ON EXHIBIT D.
(B)
NETWORK'S NAMES AND MARKS. AFFILIATE
ACKNOWLEDGES THAT THE NAME AND MARK PLEASURETM (AND THE NAMES OF CERTAIN PROGRAMS
WHICH APPEAR IN THE SERVICE) (THE "NETWORK MARKS") AND THE PROGRAMMING PROVIDED
BY THE SERVICE, AS BETWEEN AFFILIATE AND NETWORK, ARE THE EXCLUSIVE PROPERTY OF
NETWORK OR ITS SUPPLIERS AND THAT AFFILIATE HAS NOT AND WILL NOT ACQUIRE ANY
PROPRIETARY RIGHTS THEREIN BY REASON OF THIS AGREEMENT. AFFILIATE SHALL NOT USE
THE NETWORK MARKS WITHOUT THE PRIOR WRITTEN CONSENT OF NETWORK, EXCEPT THAT
AFFILIATE MAY USE THE NETWORK MARKS IN A MANNER THAT IS CONSISTENT WITH THE
CRITERIA AND REQUIREMENTS SPECIFIED ON EXHIBIT D OF THIS AGREEMENT IN ROUTINE
PROMOTIONAL MATERIALS, CHANNEL LINE-UPS, PRINT AND ELECTRONIC PROGRAM GUIDES AND
ON THE WEB SITES OF AFFILIATE OR ANY SYSTEM WITHOUT THE PRIOR WRITTEN CONSENT OF
NETWORK. NOTHING CONTAINED HEREIN SHALL LIMIT OR RESTRICT THE RIGHT OF
AFFILIATE, THE SYSTEMS OR ANY THIRD PARTY DISTRIBUTORS OF THE SERVICE HEREUNDER
TO USE SUCH NAMES AND MARKS (I) IN CONNECTION WITH THE EXERCISE OF ITS OR THEIR
RIGHTS HEREUNDER OR (II) AS PERMITTED UNDER ANY OTHER CONTRACT OR AGREEMENT,