THIS AGREEMENT AND TO PERFORM FULLY ITS RESPECTIVE OBLIGATIONS
HEREUNDER, AND THAT THIS AGREEMENT HAS BEEN DULY EXECUTED BY IT AND CONSTITUTES
A VALID OBLIGATION ENFORCEABLE AGAINST IT IN ACCORDANCE WITH THE TERMS HEREOF.
B.
NETWORK REPRESENTS AND WARRANTS TO
AFFILIATE THAT IT WILL EXERCISE [***] TO ASSURE THAT THE PLEASURE SERVICE AS
SUPPLIED TO AFFILIATE PURSUANT TO THIS AGREEMENT, IF AND WHEN PRESENTED BY
AFFILIATE IN THE MANNER AND AT THE TIMES PERMITTED IN THIS AGREEMENT, WILL
CONTAIN NO UNPRIVILEGED LIBELOUS OR
10
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.
SLANDEROUS MATERIAL AND WILL NOT VIOLATE ANY COPYRIGHT, RIGHT OF PRIVACY OR
LITERARY OR DRAMATIC RIGHT OR ANY OTHER RIGHT OF ANY PERSON.
C.
WITH RESPECT TO CARRIAGE OF THE
PLEASURE SERVICE ON A DEMAND PURCHASE BASIS:
(I)
NETWORK REPRESENTS AND WARRANTS THAT IT
HAS, BY THE DATE THIS AGREEMENT IS FULLY EXECUTED, APPLIED FOR A "[***]" MUSIC
PERFORMANCE LICENSE FROM EACH OF THE MAJOR PERFORMING RIGHTS SOCIETIES, ASCAP
AND BMI.
NETWORK SHALL ENDEAVOR TO OBTAIN A "[***]" MUSIC PERFORMANCE LICENSE
FROM THOSE ORGANIZATIONS TO THE EXTENT THEY MAKE SUCH LICENSE AVAILABLE TO
NETWORK ON [***] TERMS.
(II)
IF ASCAP OR BMI REFUSES TO MAKE AVAILABLE
TO NETWORK A "[***]" MUSIC PERFORMANCE LICENSE, OR OFFERS SUCH LICENSE ON [***]
TERMS, NETWORK SHALL NOT BE REQUIRED TO INITIATE LITIGATION TO COMPEL THE MUSIC
PERFORMING RIGHTS SOCIETY(IES) TO GRANT A "[***]" MUSIC PERFORMANCE LICENSE.
(III)
IF, DUE TO A COURT ORDER OR OTHER
GOVERNMENTAL DECREE FROM A BODY OF COMPETENT JURISDICTION, OR AS A RESULT OF ONE
OR MORE OF ASCAP'S OR BMI'S REFUSAL TO MAKE AVAILABLE A "[***]" LICENSE OR
FAILURE TO OFFER ONE ON A [***] BASIS, SUCH "[***]" LICENSE IS NOT AVAILABLE TO
NETWORK, NETWORK SHALL CONTINUE TO MAINTAIN A LICENSE "[***]" PROVIDED SUCH
LICENSE IS AVAILABLE FROM ASCAP AND/OR BMI ON [***] TERMS.
(IV)
IF AND WHEN NETWORK OBTAINS A "[***]" MUSIC
PERFORMANCE LICENSE, NETWORK SHALL MAINTAIN SUCH LICENSE THROUGHOUT THE TERM OF
THE AGREEMENT, UNLESS SUCH LICENSE IS NO LONGER AVAILABLE DUE TO A COURT ORDER
OR OTHER GOVERNMENTAL DECREE FROM A BODY OF COMPETENT JURISDICTION OR IS NO
LONGER AVAILABLE ON COMMERCIALLY REASONABLE TERMS IN WHICH EVENT
SECTION 11.C.(III) ABOVE SHALL APPLY.
D.
WITH RESPECT TO CARRIAGE AS A DEMAND
PURCHASE SERVICE, NETWORK WILL DEFEND, INDEMNIFY, AND HOLD HARMLESS THE
AFFILIATE FOR ANY BREACH OF THESE REPRESENTATIONS AND WARRANTIES.
E.
UNDER NO CIRCUMSTANCES SHALL THE
AFFILIATE BE RESPONSIBLE FOR ANY RETROACTIVE FEES RELATED TO MUSIC PERFORMING
LICENSES.
F.
SUBJECT TO SECTION 11.H., NETWORK
SHALL INDEMNIFY, DEFEND AND FOREVER HOLD AFFILIATE, ITS AFFILIATED CORPORATIONS
AND OTHER ENTITIES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
(COLLECTIVELY THE "INDEMNITEES") HARMLESS FROM ALL LIABILITIES, CLAIMS,
REASONABLE (TO EXTENT IN AFFILIATE'S CONTROL) COSTS, DAMAGES AND REASONABLE