IN
THE PLEASURE SERVICE AS IT DEEMS APPROPRIATE FROM TIME TO TIME TO DELIVER AN
ADULT-ORIENTED PAY TELEVISION SERVICE.
AFFILIATE SHALL HAVE NO RIGHT TO ALTER,
SUBSTITUTE OR DELETE OR OTHERWISE MODIFY THE PLEASURE SERVICE AS PROVIDED BY
NETWORK EXCEPT TO ACHIEVE BAND-WIDTH EFFICIENCIES, PROVIDED THAT AFFILIATE MAY
LIMIT CARRIAGE OF THE PLEASURE SERVICE IN ANALOG FORM TO THE HOURS BETWEEN
10:00 P.M. TO 6:00 A.M. OR ANY OTHER CARRIAGE PERIOD REQUIRED BY LAW OR DEEMED
APPROPRIATE BY AFFILIATE.
ANY SYSTEM DISTRIBUTING THE PLEASURE SERVICE IN
DIGITAL FORMAT MAY CARRY THE PLEASURE SERVICE ON A [***] BASIS WITH THE CONSENT
OF NETWORK WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
NETWORK SHALL HAVE
THE EXCLUSIVE RIGHT TO EXTEND, REDUCE OR OTHERWISE CHANGE THE HOURS DURING WHICH
THE PLEASURE SERVICE IS BEING DELIVERED TO ALL DISTRIBUTORS.
NETWORK WILL
CONTINUE TO PROVIDE PROGRAMMING OF SUBSTANTIALLY THE TYPE AND QUALITY DESCRIBED
IN THE PROGRAMMING SCHEDULE ATTACHED HERETO AS ATTACHMENT "B."
B.
IF A SYSTEM, IN THE SYSTEM'S REASONABLE BUSINESS JUDGMENT,
CONSIDERS THAT THE PLEASURE SERVICE, AS DELIVERED, IS THREATENING OR DETRIMENTAL
TO THE SYSTEM'S FRANCHISE OR BUSINESS OPERATIONS, THEN SUCH SYSTEM MAY DROP THE
PLEASURE SERVICE IMMEDIATELY, AND/OR SUCH SYSTEM MAY AMEND THE CARRIAGE HOURS OF
THE PLEASURE SERVICE IMMEDIATELY.
C.
AFFILIATE MAY NOT IN ANY WAY IMPLY THAT ANY NON-PLEASURE SERVICE
PROGRAMMING IS A PART OF OR IS CONNECTED IN ANY WAY WITH THE PLEASURE SERVICE.
AFFILIATE SHALL NOT EXHIBIT OR TRANSMIT ANY PLEASURE SERVICE PROGRAMMING AT ANY
TIME OTHER THAN AS SCHEDULED BY NETWORK.
AFFILIATE HEREBY ACKNOWLEDGES THAT
FROM TIME TO TIME NETWORK MAY MODIFY THE PROGRAMMING TO BE SUPPLIED AS PART OF
THE PLEASURE SERVICE WITHOUT PRIOR NOTICE, SUBJECT TO THE TYPE AND QUALITY
PROVISIONS AS SET FORTH IN SECTION 3.A. ABOVE.
D.
AFFILIATE SHALL NOT USE ANY CHANNEL THAT DISTRIBUTES THE PLEASURE
SERVICE TO BROADCAST OR OTHERWISE DISTRIBUTE ANY ADULT PROGRAMMING EXCEPT:
(I) THE PLEASURE SERVICE; (II) ANY OTHER PROGRAMMING PROVIDED BY NETWORK OR ANY
3
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.
OF NETWORK'S AFFILIATED ENTITIES; (III) ON-AIR PROMOTIONS AND NETWORK
COMMERCIALS PROVIDED BY NETWORK IN ACCORDANCE WITH THIS SECTION 3.D.; AND
(IV) THE SYSTEM ADVERTISING AUTHORIZED IN SECTION 3.F. BELOW.
NETWORK SHALL
NOT, AS PART OF THE PLEASURE SERVICE, INCLUDE ANY [***] PROVIDED, HOWEVER, THAT
THE PLEASURE SERVICE MAY CONTAIN:
(I) COMMERCIALS FOR MERCHANDISE OFFERED BY
NETWORK (COLLECTIVELY "NETWORK COMMERCIALS") IF SUCH NETWORK COMMERCIALS DO NOT
EXCEED [***] DURING ANY [***] BLOCK OF PROGRAMMING, EXCLUDING FOR PURPOSES OF
THIS LIMITATION ON-AIR PROMOTIONS (AS DEFINED BELOW); AND (II) ON-AIR
PROMOTIONS; PROVIDED FURTHER THAT IN NO INSTANCE SHALL THE AGGREGATE OF NETWORK
COMMERCIALS AND ON-AIR PROMOTIONS EXCEED [***] IN ANY [***] PERIOD.
"ON-AIR
PROMOTIONS" SHALL MEAN ADVERTISING FOR:
(I) PROGRAMMING ON THE PLEASURE
SERVICE; (II)