ON A [***] OR [***]
BASIS, WITHOUT ANY OBLIGATION TO [***] AND WITHOUT HAVING TO ADD SUCH CABLE
TELEVISION SYSTEM TO SCHEDULE 1 ATTACHED HERETO, FOR A PERIOD OF UP TO [***] IN
ORDER TO DETERMINE SUBSCRIBER PREFERENCES AS LONG AS THE PREVIEW IS OFFERED
[***] TO SUBSCRIBERS AND PRIOR TO THE SERVICE BEING OFFERED TO ANY SUBSCRIBERS.
8
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.
7.
REPORTS
(A)
REPORTS. WITHIN [***] AFTER THE END OF EACH
[***] DURING THE TERM, AFFILIATE SHALL SEND TO NETWORK A STATEMENT WHICH SETS
FORTH THE [***] WHO PURCHASED THE SERVICE (BY SUBSCRIPTION PURCHASE OR PAY PER
VIEW PURCHASE) AND SUCH OTHER INFORMATION AS MAY BE REASONABLY NECESSARY TO
SUPPORT THE COMPUTATION OF THE FEES DUE TO NETWORK FOR SUCH [***]. AFFILIATE
SHALL SEND SUCH STATEMENT TO NETWORK TOGETHER WITH PAYMENT OF FEES.
(B)
AUDIT RIGHT. DURING THE TERM, AND FOR [***]
THEREAFTER, AFFILIATE SHALL MAINTAIN ACCURATE AND COMPLETE BOOKS AND RECORDS, IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES WHICH
CONTAIN INFORMATION SUFFICIENT TO VERIFY THE FEES DUE NETWORK HEREUNDER. UPON
[***] PRIOR WRITTEN NOTICE, NETWORK SHALL HAVE THE RIGHT, DURING THE TERM, [***]
TO EXAMINE DURING NORMAL BUSINESS HOURS AT A LOCATION WITHIN THE 48 CONTIGUOUS
UNITED STATES WITHOUT UNREASONABLY INTERFERING WITH THE OPERATION OF AFFILIATE'S
BUSINESS, THE BOOKS AND RECORDS OF AFFILIATE WHICH ARE RELATED DIRECTLY TO THE
SERVICE TO THE EXTENT NECESSARY TO VERIFY THE FEES DUE; PROVIDED, HOWEVER, THAT
SUCH EXAMINATIONS SHALL NOT BE CONDUCTED MORE FREQUENTLY THAN [***] IN ANY [***]
PERIOD AND THAT SUCH EXAMINATIONS SHALL BE LIMITED TO FEES PAYABLE DURING THE
[***] AND THE [***]. IF ANY SUCH EXAMINATION REVEALS A DISCREPANCY IN THE AMOUNT
PAID TO NETWORK, AFFILIATE SHALL BE PAID AN AMOUNT EQUAL TO THE AMOUNT OF SUCH
DISCREPANCY, PLUS INTEREST ON THE AMOUNT OF SUCH DISCREPANCY AT THE RATE OF
[***]% PER [***] (OR, IF LOWER, THE MAXIMUM RATE PERMITTED BY LAW) FROM THE DATE
ON WHICH SUCH AMOUNT WAS PAID BY OR SHOULD HAVE BEEN PAID TO NETWORK THROUGH THE
DATE ON WHICH PAYMENT IS MADE TO NETWORK. NETWORK WILL BE DEEMED TO HAVE WAIVED
ANY AND ALL CLAIMS WHICH IT MAY HAVE WITH RESPECT TO AN UNDERPAYMENT OF FEES DUE
UNLESS IT GIVES WRITTEN NOTICE OF SUCH CLAIMS TO AFFILIATE UPON THE EARLIER OF
[***] AFTER THE DATE ON WHICH PAYMENT OF SUCH FEES WAS DUE OR, WITHIN [***]
AFTER THE CONCLUSION OF SUCH EXAMINATION.
(C)
COMPLIANCE. NETWORK REPRESENTS, COVENANTS,
AND WARRANTS THAT THE SERVICE COMPLIES, AND WILL CONTINUE TO COMPLY, IN ALL
RESPECTS WITH THE COMMERCIAL MATTER LIMITATIONS OF THE CHILDREN'S TELEVISION ACT
OF 1990, PUBLIC LAW 101-437 (OCTOBER 18, 1990) AND THE REGULATIONS OF FCC
PROMULGATED THEREUNDER, AS THE SAME MAY APPLY