Exhibit, has been filed with the Securities and Exchange Commission together
with such request for confidential treatment.
DISTRIBUTION OF THE SERVICE. NETWORK AGREES THAT ANY AND ALL RIGHTS IN AND TO
ANY AND ALL NON-TRADITIONAL AND VBI SIGNALS AND THE USE THEREOF ARE AND WILL BE
HELD EXCLUSIVELY BY AFFILIATE AND THE SYSTEMS AND THAT NOTHING CONTAINED HEREIN
SHALL RESTRICT AFFILIATE OR THE SYSTEMS FROM USING ANY AND ALL NON-TRADITIONAL
AND VBI SIGNALS BY ANY MEANS OR FOR ANY PURPOSE SO LONG AS SUCH USE DOES NOT
DEGRADE OR INTERFERE WITH THE QUALITY OF THE VIDEO AND AUDIO SIGNAL FOR THE
SERVICE. NETWORK MAY USE THE VERTICAL BLANKING INTERVAL FOR THE PURPOSE OF
PROVIDING CLOSED-CAPTIONING FOR THE HEARING IMPAIRED, ONE (1) SECOND LANGUAGE
AUDIO, PROGRAMS RATINGS INFORMATION OR OTHER DATA REQUIRED TO BE EMBEDDED BY
LAW, PROVIDED THAT THERE IS NO CHARGE TO SUBSCRIBERS, AFFILIATE OR ANY SYSTEM IN
CONNECTION WITH THE PROVISION OR RECEIPT OF SUCH INFORMATION.
(C)
OWNERSHIP OF AND RESPONSIBILITY FOR THE
SERVICE. NETWORK REPRESENTS AND WARRANTS THAT IT HAS AND WILL HAVE THE RIGHT TO
GRANT THE LICENSES GRANTED HEREIN, FREE AND CLEAR OF ALL LIENS, RESTRICTIONS,
CHARGES, CLAIMS AND ENCUMBRANCES, THAT IT HAS OBTAINED AND WILL MAINTAIN ALL
LICENSES, PERMITS, EXEMPTIONS, AUTHORIZATIONS AND CONSENTS NECESSARY TO FULLY
PERFORM THIS AGREEMENT AND THAT NEITHER THE SERVICE NOR ANY PROGRAMMING
CONTAINED THEREIN (I) IS OR WILL BE OBSCENE, OR DEFAMATORY AND UNPRIVILEGED, OR
(II) VIOLATES OR INFRINGES OR WILL VIOLATE OR INFRINGE THE CIVIL OR PROPERTY
RIGHTS, COPYRIGHTS (INCLUDING, WITHOUT LIMITATION, MUSIC SYNCHRONIZATION AND
PERFORMANCE RIGHTS AND DRAMATIC AND NON-DRAMATIC MUSIC RIGHTS), TRADEMARK
RIGHTS, PATENT RIGHTS OR RIGHTS OF PRIVACY OF ANY PERSON.
(D)
SERVICE PROVIDED IN ITS ENTIRETY. DURING THE
TERM, NETWORK SHALL PROVIDE THE SERVICE IN ITS ENTIRETY TO AFFILIATE. WHEN THE
PHRASE "IN ITS ENTIRETY" IS USED IN THIS SECTION 4(D), IT MEANS THAT EACH
SUBSCRIBER OF AFFILIATE RECEIVING THE SERVICE SHALL BE ABLE TO RECEIVE, AT ALL
POINTS IN TIME, PROGRAMMING RECEIVED AT EACH SUCH POINT IN TIME BY ANY OTHER
SUBSCRIBER TO THE SERVICE, AND IF ANY SUBSCRIBER TO THE SERVICE IS RECEIVING, AT
A GIVEN POINT IN TIME, PROGRAMMING THAT IS DIFFERENT THAN THE PROGRAMMING
RECEIVED BY ANY SUBSCRIBER OF AFFILIATE RECEIVING THE SERVICE AT SUCH POINT IN
TIME, AFFILIATE SHALL HAVE THE UNCONDITIONAL RIGHT TO ELECT WHICH OF SUCH
PROGRAMMING IT DESIRES TO RECEIVE AND UTILIZE AT ANY SYSTEM, WHICH PROGRAMMING
IT DESIRES TO SUBDISTRIBUTE AS PERMITTED BY THIS AGREEMENT, AND/OR WHICH
PROGRAMMING IT WILL AUTHORIZE FOR RECEPTION BY SATELLITE SUBSCRIBERS WHO ARE
CUSTOMERS OF AFFILIATE OR AN AFFILIATE OF AFFILIATE.
(E)
AFFILIATE'S RIGHT TO DISCONTINUE SERVICE.
IF FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, CAUSES BEYOND THE CONTROL OF
NETWORK, AFFILIATE, IN GOOD FAITH, DETERMINES THAT THE SERVICE INCLUDES
PROGRAMMING PROHIBITED HEREIN AND/OR DOES NOT INCLUDE PROGRAMMING OF AT LEAST
THE QUANTITY, QUALITY, TYPE AND CONTENT AS REQUIRED HEREIN, [***], NETWORK SHALL
INDEMNIFY AFFILIATE AND EACH SYSTEM IN ACCORDANCE WITH SECTION 12(A) OF THIS
AGREEMENT. IF, FOR ANY REASON, (I)