SERVICE
PROGRAMMING (INCLUDING ON-AIR PROMOTIONS AND NETWORK COMMERCIALS IN ACCORDANCE
WITH SECTION 3.D. ABOVE).
NETWORK FURTHER AGREES THAT IT SHALL NOT EMBED ANY
MATERIAL OR INFORMATION INTO OR AROUND ANY PORTION OF THE SIGNAL THAT CANNOT BE
REMOVED AND/OR BLOCKED AT ANY SYSTEM HEADEND.
NETWORK AGREES TO PROVIDE
AFFILIATE WITH AT LEAST [***] PRIOR WRITTEN NOTICE IN THE EVENT THAT NETWORK
EMBEDS ANY MATERIAL OR INFORMATION INTO OR AROUND ANY PORTION OF THE SIGNAL.
AFFILIATE SHALL HAVE THE OPTION TO REMOVE AND/OR BLOCK ANY SUCH MATERIAL OR
INFORMATION OR DISTRIBUTE ANY SUCH MATERIAL OR INFORMATION AT NO ADDITIONAL COST
TO AFFILIATE OR AFFILIATE'S SUBSCRIBERS.
20.
NO COORDINATION WITH THIRD PARTIES.
DURING
THE TERM OF THIS AGREEMENT, OR IN CONNECTION WITH ANY EXTENSION, RENEWAL OR NEW
AGREEMENT WITH RESPECT TO THE PLEASURE SERVICE, NETWORK AGREES THAT NEITHER
NETWORK NOR ANY PARTY CONTROLLING, CONTROLLED BY OR UNDER COMMON CONTROL WITH
NETWORK SHALL REQUIRE (OR REQUEST THAT ANY THIRD PARTY REQUIRE, OR PARTICIPATE
WITH OR AUTHORIZE ANY THIRD PARTY TO REQUIRE) (I) ANY CARRIAGE OR OTHER
OBLIGATIONS WITH RESPECT TO THE PLEASURE SERVICE AS A CONDITION TO THE RECEIPT
BY ANY AFFILIATE SYSTEM OF ANY BROADCAST TELEVISION STATION OR OTHER CABLE
PROGRAMMING SERVICE, OR (II) DISTRIBUTION OF, OR AGREEMENT WITH, ANY BROADCAST
STATION OR CABLE PROGRAMMING SERVICE OTHER THAN THE PLEASURE SERVICE OR OTHER
ADULT SERVICE OWNED AND OPERATED BY NETWORK, OR AGREEMENT WITH ANY PERSON OR
ENTITY HAVING A FINANCIAL INTEREST IN ANY SUCH BROADCAST STATION OR CABLE
PROGRAMMING SERVICE, AS A CONDITION TO RECEIPT OF THE PLEASURE SERVICE OR AS A
CONDITION TO ANY MORE FAVORABLE RATE, TERM OR CONDITION WITH RESPECT TO THE
PLEASURE SERVICE.
THIS PROVISION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF
THIS AGREEMENT FOR A PERIOD OF FIVE (5) YEARS.
21.
BANKRUPTCY.
THE PARTIES ACKNOWLEDGE AND
AGREE THAT THIS AGREEMENT CONCERNS AS ITS MATERIAL CONTENT A LICENSE OF
INTELLECTUAL PROPERTY CONSISTING OF TRADE SECRETS AND WORKS OF AUTHORSHIP
PROTECTED UNDER TITLE 17 OF THE UNITED STATES CODE.
ACCORDINGLY, IN THE EVENT
THAT NETWORK FILES A PROCEEDING UNDER THE UNITED STATES BANKRUPTCY CODE, 11
U.S.C. § 101, ET. SEG., AND THIS AGREEMENT IS DETERMINED TO CONSTITUTE AN
EXECUTORY CONTRACT, THE PARTIES HERETO AGREE THAT NETWORK IS A LICENSOR OF A
RIGHT TO INTELLECTUAL PROPERTY UNDER THIS AGREEMENT, AND
16
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.
AFFILIATE SHALL HAVE THE RIGHTS AFFORDED TO A LICENSEE UNDER
SECTION 365(N)(1) OF THE BANKRUPTCY CODE IN THE EVENT THIS AGREEMENT IS REJECTED
IN SUCH BANKRUPTCY CASE.
IN SUCH EVENT, AFFILIATE SHALL HAVE THE RIGHT TO ELECT
EITHER TO TREAT THIS AGREEMENT AS TERMINATED BY SUCH REJECTION OR RETAIN
AFFILIATE'S RIGHTS UNDER THIS AGREEMENT AS SUCH RIGHTS EXISTED IMMEDIATELY
BEFORE THE COMMENCEMENT OF THE BANKRUPTCY CASE.
22.