MISCELLANEOUS.
A.
AFFILIATE SHALL PAY AND HOLD NETWORK
FOREVER HARMLESS FROM ALL TAXES AND ANY OTHER CHARGES NOW OR HEREAFTER IMPOSED
UPON AFFILIATE OR THE SYSTEMS OR BASED UPON THE RENTAL, LICENSE, EXHIBITION OR
POSSESSION FOR TO OR BY AFFILIATE OR THE SYSTEMS OF THE PLEASURE SERVICE OR ANY
PART THEREOF OTHER THAN INCOME, GROSS RECEIPTS OR SIMILAR TAXES ON AMOUNTS PAID
TO NETWORK.
B.
THIS AGREEMENT CONSTITUTES THE ENTIRE
AGREEMENT BETWEEN THE PARTIES HERETO, AND MAY NOT BE MODIFIED OR CHANGED EXCEPT
IN A WRITING EXECUTED BY ALL PARTIES HERETO.
D.
THIS AGREEMENT SUPERSEDES ALL PRIOR
AGREEMENTS UNDER WHICH NETWORK AND AFFILIATE HAVE BEEN OPERATING (IF WRITTEN,
WHETHER FULLY EXECUTED OR NOT, OR ORAL).
E.
EACH PARTY ACKNOWLEDGES THAT IT IS
ENTERING INTO THIS AGREEMENT IN RELIANCE ONLY UPON THE PROVISIONS HEREIN SET
FORTH, AND NOT UPON ANY COVENANTS, REPRESENTATIONS, WARRANTIES OR OTHER
CONSIDERATIONS NOT SET FORTH IN THIS AGREEMENT.
THE HEADINGS, CAPTIONS AND
ARRANGEMENTS USED IN THIS AGREEMENT ARE, UNLESS SPECIFIED OTHERWISE, FOR
CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE DEEMED TO LIMIT, AMPLIFY OR
MODIFY THE TERMS OF THIS AGREEMENT NOR AFFECT THE MEANING THEREOF.
F.
IF THIS AGREEMENT IS TERMINATED FOR
ANY REASON, THE PARTIES SHALL NEVERTHELESS REMAIN LIABLE FOR THE FULFILLMENT OF
ALL OBLIGATIONS WHICH ACCRUED PRIOR TO THE EFFECTIVE DATE OF TERMINATION,
INCLUDING WITHOUT LIMITATION INTENDED, PAYMENT OF ALL PLEASURE SERVICE CHARGES
WHICH ACCRUED PRIOR TO THE EFFECTIVE DATE OF TERMINATION.
G.
EITHER PARTY SHALL HAVE THE RIGHT TO
TERMINATE THIS AGREEMENT BY GIVING NOTICE OF TERMINATION IF ANY OF THE FOLLOWING
EVENTS OR CIRCUMSTANCES OCCUR:
(I) THE OTHER PARTY BECOMES INSOLVENT, OR
VOLUNTARY OR INVOLUNTARY BANKRUPTCY, INSOLVENCY, RECEIVERSHIP OR SIMILAR
PROCEEDINGS ARE INSTITUTED AGAINST THE OTHER PARTY; (II) THE OTHER PARTY, FOR
MORE [***], FAILS TO MAINTAIN OPERATIONS AS A GOING BUSINESS; (III) THE OTHER
PARTY, OR ANY OFFICER, DIRECTOR, SUBSTANTIAL SHAREHOLDER OR PRINCIPAL OF THE
OTHER PARTY IS CONVICTED IN A COURT OF COMPETENT JURISDICTION OF ANY OFFENSES
SUBSTANTIALLY RELATED TO THE BUSINESS CONDUCTED BY THE OTHER PARTY IN CONNECTION
WITH THIS AGREEMENT; (IV) THE OTHER PARTY FAILS TO COMPLY WITH ANY APPLICABLE
LAW,
17
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.
INCLUDING WITHOUT LIMITATION SUCH STATUTES, LAWS, RULES, REGULATIONS AND ORDERS
ENFORCED, ADMINISTERED, PROMULGATED OR PRONOUNCED BY THE FEDERAL COMMUNICATIONS
COMMISSION OR ANY SUCCESSOR AGENCY, AS AMENDED FROM TIME TO TIME; (V) THE OTHER
PARTY FALSIFIES ANY DOCUMENTS, RECORDS OR REPORTS REQUIRED UNDER THIS AGREEMENT;
(VI) THE OTHER PARTY FAILS TO RENEW, OR LOSES, DUE TO SUSPENSION, CANCELLATION
OR REVOCATION, FOR A PERIOD OF [***] OR MORE, ANY LICENSE, PERMIT OR SIMILAR
DOCUMENT OR AUTHORITY REQUIRED BY LAW OR ANY GOVERNMENTAL AUTHORITY HAVING
JURISDICTION, THAT IS NECESSARY TO SUCCESSFULLY CARRY OUT THE PROVISIONS OF THIS