THE BUSINESS OF OPERATING A TELEVISION NETWORK
IN THE TERRITORY PRIMARILY FOCUSED ON HORSE RACING; IN THE CASE OF EACH OF (I)
AND (II) ABOVE, OTHER THAN THE OWNERSHIP OF LESS THAN FIVE PERCENT (5%) OF THE
EQUITY INTERESTS OF ANY PUBLICLY TRADED ENTITY.
THE ABOVE NONCOMPETE PROVISION
APPLIES EVEN IN THE EVENT THE TELEVISION RIGHTS BECOME NONEXCLUSIVE TO THE
COMPANY PURSUANT TO SCHEDULE 5 OF THE BUSINESS PLAN; PROVIDED THAT NOTHING
HEREIN SHALL PROHIBIT (I) ANY PARTY FROM EXPLOITING ITS BROADBAND AND MOBILE
RIGHTS AS PERMITTED UNDER THIS AGREEMENT, OR (II) ANY PARTY FROM LICENSING ITS
TELEVISION
18
RIGHTS ON A NON-EXCLUSIVE BASIS TO ANY THIRD PARTY IN THE EVENT SUCH TELEVISION
RIGHTS ARE NO LONGER EXCLUSIVELY LICENSED TO THE COMPANY.
NOTWITHSTANDING ANY
OTHER PROVISION HEREIN, CDI OR MEC MAY EACH, DIRECTLY OR INDIRECTLY, OWN UP TO
THIRTY THREE AND ONE THIRD PERCENT (33 1/3%) OF THE EQUITY INTERESTS IN RTN AND
SUCH OWNERSHIP SHALL NOT BE DEEMED A BREACH OR VIOLATION OF THIS SECTION 6.1[C].
6.2
CONFIDENTIALITY.
ALL INFORMATION PROVIDED TO THE MEMBERS OR THEIR
AFFILIATES BY OR ON BEHALF OF THE COMPANY OR A MEMBER CONCERNING THE BUSINESS OR
ASSETS OF THE COMPANY OR ANY MEMBER OR ITS AFFILIATES IN CONNECTION WITH THE
ACTIVITY OF THE COMPANY SHALL BE DEEMED STRICTLY CONFIDENTIAL AND SHALL NOT,
WITHOUT THE PRIOR CONSENT OF THE BOARD OF MANAGERS, BE (I) DISCLOSED TO ANY
PERSON (OTHER THAN A MEMBER, CDI OR MEC) OR (II) USED BY A MEMBER OTHER THAN FOR
A COMPANY PURPOSE OR A PURPOSE REASONABLY RELATED TO PROTECTING SUCH MEMBER'S
INTEREST OR THE BUSINESS OF SUCH MEMBER (IN EITHER CASE IN A MANNER NOT
INCONSISTENT WITH THE INTERESTS OF THE COMPANY).
THE BOARD OF MANAGERS CONSENT
TO THE DISCLOSURE BY EACH MEMBER OF COMPANY INFORMATION TO SUCH MEMBER'S
ACCOUNTANTS, ATTORNEYS AND SIMILAR ADVISORS BOUND BY A DUTY OF CONFIDENTIALITY.
THE FOREGOING REQUIREMENTS OF THIS SECTION 6.2 SHALL NOT APPLY TO A MEMBER WITH
REGARD TO ANY INFORMATION THAT IS CURRENTLY OR BECOMES: (I) REQUIRED TO BE
DISCLOSED PURSUANT TO APPLICABLE LAW, INCLUDING THE RULES AND REGULATIONS OF THE
SECURITIES AND EXCHANGE COMMISSION OR THE RULES OF NASDAQ, THE TORONTO STOCK
MARKET OR ANY OTHER STOCK MARKET ON WHICH SECURITIES OF A MEMBER, CDI OR MEC ARE
LISTED (BUT ONLY TO THE EXTENT OF SUCH REQUIREMENT); (II) REQUIRED TO BE
DISCLOSED IN ORDER TO PROTECT SUCH MEMBER'S INTEREST (BUT ONLY TO THE EXTENT OF
SUCH REQUIREMENT AND ONLY AFTER CONSULTATION WITH THE BOARD OF MANAGERS);
(III) PUBLICLY KNOWN OR AVAILABLE IN THE ABSENCE OF ANY IMPROPER OR UNLAWFUL
ACTION ON THE PART OF SUCH MEMBER; OR (IV) KNOWN OR AVAILABLE TO SUCH MEMBER
OTHER THAN THROUGH OR ON BEHALF OF THE COMPANY OR A MEMBER.
FOR PURPOSES OF
THIS SECTION 6.2, COMPANY INFORMATION PROVIDED BY ONE MEMBER TO ANOTHER SHALL BE
DEEMED TO HAVE BEEN PROVIDED ON BEHALF OF THE COMPANY.
THE COMPANY AND THE
BOARD OF MANAGERS SHALL SIMILARLY REFRAIN FROM DISCLOSING ANY CONFIDENTIAL
INFORMATION FURNISHED BY A