Common use of PHYSICAL MATERIALS AND TAXES Clause in Contracts

PHYSICAL MATERIALS AND TAXES. [Delivery. At least __________ days prior to the Availability Date for each Included Program (or earlier if mutually agreed upon by the parties), Licensor shall, at Licensor’s election, make available to Licensee either a Digibeta tape, HDCam master, or an encoded mezzanine digital file (each Digibeta, HD Cam or digital file, a “Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined below) and available music cue sheets. All costs to create tape or file duplication copies and Advertising Materials shall be borne solely by Licensee at Licensor’s standard, universally applied rates up to a total cost of [$___] per Included Program; provided, that, subject to Schedule B, the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included for the benefit of Licensor shall be borne by Licensor. Shipping, forwarding, insurance and delivery charges shall be borne by Licensee.] [TBD][TBD; but note Comcast is looking for delivery 45 days prior to start of avail period, and in our necessary specifications (including for additional programs after the first year).] Return. Within thirty (30) days following the last day of the License Period with respect to each Included Program, or expiration or early termination (as permitted herein) of this Agreement, Licensee shall erase or degauss all such Copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)), except for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreement. Licensee shall be solely responsible to determine, collect, bear, remit, pay, and hold Licensor forever harmless from and against, any and all taxes (including interest and penalties on any such amounts, but excluding Licensor’s corporate income taxand similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee of the Included Programs or any print, Copy or Advertising Materials of or related to an Included Program, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receipts, withholding or similar taxes, duties or charges arising in connection with this Agreement and any Included Programs and any payments due to a music performance society. All prices mentioned in this Agreement are exclusive of and Licensee shall pay to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes due, Licensee shall be solely responsible for complying with such laws, rules or regulations. In no event shall Licensor be liable, nor shall Licensee have any recourse against Licensor, for any taxes imposed on Licensee or its affiliates by the governmental authorities any territory in which License or its affiliates operate or is incorporatedof or related to an Included Program including, without limitation, any payments due to any Collecting Societies, but specifically excluding (i) any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes), and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of any Included Program hereunder, any trailer or other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; and (iii) within thirty (30) days of payment, deliver to Licensor original documentation or a certified copy evidencing such payment (“Withholding Tax Receipt”). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable to and shall reimburse Licensor on demand for the withholding taxes deducted from payments. Licensee shall use reasonable efforts to minimize such taxes to the extent permissible under applicable law. The parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee to Licensor. [Intentionally Omitted.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At least __________ days 8.1 On or prior to the Availability Delivery Date for each Included Program (or earlier if mutually agreed upon by the parties)Program, Licensor shall, at Licensor’s election, shall deliver or make available to Licensee or Licensee’s designee: (i) either a Digibeta tape, HDCam master, videotape or an encoded a mezzanine digital file of such Included Program (each Digibeta, HD Cam or digital file, a ““ Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined below) and available music cue sheets. All costs to create tape or file duplication copies and Advertising Materials shall be borne solely a trailer for such Included Program (it being understood by Licensee at Licensor’s standard, universally applied rates up that there may be limited instances where Licensor will not be able to provide a total cost of [$___] per Included Program; provided, that, subject to Schedule B, the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included cleared trailer for the benefit of Licensor shall be borne by Licensor. Shipping, forwarding, insurance and delivery charges shall be borne by Licensee.] [TBD][TBD; but note Comcast is looking for delivery 45 days prior to start of avail period, and in our necessary specifications (including for additional programs after the first year).] Return. Within thirty (30) days following the last day of the License Period with respect to each an Included Program, or expiration or early termination (as permitted herein) of in which case, notwithstanding anything to the contrary in this Agreement, Licensee shall erase or degauss all have the option not to license such Copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)Program), except each in accordance with the specifications set forth on the attached Schedule D (“ Approved Specifications”), (ii) together with metadata for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor accordance with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreement. Licensee shall be solely responsible to determine, collect, bear, remit, pay, and hold Licensor forever harmless from and against, any and all taxes (including interest and penalties on any such amounts, but excluding Licensor’s corporate income taxand similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee of the Included Programs or any print, Copy or Advertising Materials of or related to an Included Program, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receipts, withholding or similar taxes, duties or charges arising in connection with this Agreement and any Included Programs and any payments due to a music performance society. All prices mentioned in this Agreement are exclusive of and Licensee shall pay to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes due, Licensee shall be solely responsible for complying with such laws, rules or regulations. In no event shall Licensor be liable, nor shall Licensee have any recourse against Licensor, for any taxes imposed on Licensee or its affiliates by the governmental authorities any territory in which License or its affiliates operate or is incorporatedof or related to an Included Program including, without limitation, any payments due to any Collecting Societies, but specifically excluding (i) any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes), and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of any Included Program hereunder, any trailer or other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; attached Schedule E and (iii) within thirty all other Advertising Materials (30as defined at Schedule A, Article 12.1) days of paymentfor such Included Program, deliver to Licensor original documentation or a certified copy evidencing the extent such payment Advertising Materials are cleared and available (“Withholding Tax Receipt(i) through (iii), collectively, “ Program Materials”). In Licensor shall be responsible for all costs and expenses of delivery of Program Materials (or otherwise making Included Programs and Program Materials available as provided hereunder) for each Territory, except as expressly set forth in this Article 8 or in the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, applicable Exhibit. Licensee shall be liable have the right to inspect each Copy delivered or made available hereunder and shall reimburse Licensor on demand have the right reject any Copies which are not of acceptable technical quality because of failure to meet Licensee’s reasonable customary standards of technical quality for the withholding taxes deducted from payments. Licensee Licensed Service in the applicable Territory by notifying Licensor thereof (together with a reasonably detailed description of such failure), and shall use reasonable efforts to minimize notify Licensor thereof within fifteen (15) days of such taxes Copy being delivered or made available to Licensee. If Licensee rejects any Copies or trailers pursuant to the extent permissible under applicable lawabove, Licensor shall promptly replace such rejected Copies and/or trailers, as applicable, until such delivery items are technically acceptable. The Notwithstanding anything to the contrary contained herein, Licensee shall have the right, but not the obligation, to edit or modify metadata in order to correct errors, and in the event Licensee exercises such right, Licensee shall notify Licensor in writing thereof; provided that an occasional inadvertent failure to so notify Licensor shall not be a breach of this Agreement. If Licensor disagrees with any of Licensee’s corrections, Licensor may notify Licensee thereof, in which case the parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee shall work together in good faith to Licensor. [Intentionally Omittedresolve such disagreement.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At For each Included Program, Licensor shall make available to Licensee at least __________ thirty (30) days (in the case of Current Films) or sixty (60) days (in the case of all other Included Programs) prior to the Availability Date for each such Included Program two (or earlier if mutually agreed upon by the parties), Licensor shall, at Licensor’s election, make available to Licensee either a Digibeta tape, HDCam master, or an 2) encoded mezzanine digital file files (each Digibeta, HD Cam or digital fileeach, a “Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined belowat Schedule A, Section 12.1) and available music cue sheets. All costs Licensor shall use good faith efforts to create ensure that each Copy is in accordance with the specifications set forth in Schedule J. Licensee shall pay to Licensor an administrative fee (“Administrative Fee”) for all Copies (including each language version provided hereunder) of each Included Program made available by Licensor as follows: Feature Films 60’ Series 30’ Series 3 Languages Files US$590 US$325 US$295 US$165 US$150 US$80 2 Languages Files US$440 US$235 US$270 US$150 US$145 US$80 Licensee shall pay the Administrative Fee for each Included Programs by no later than 30 days prior to the Availability Date for such Included Program. For the avoidance of doubt, Licensee shall only be charged one Administrative Fee for each Included Program. To the extent Licensee requires digital files which deviate from the Copy specifications or requires tape masters, Licensor will issue an access letter to Licensee for the appropriate materials and Licensee will be responsible for encoding or file duplication copies transcoding, handling and Advertising Materials delivery and the associated costs. Licensee shall also be borne solely by responsible for reformatting available audio/subtitle files outside the specifications provided herein, and the associated cost, which cost, for the avoidance of doubt, are not included in the Administrative Fee. In no event shall Licensor be required to deliver Copies in any Licensed Language version other than the original language version. To the extent available, Licensor will provide Spanish and Portuguese subtitle files and Spanish and Portuguese audio tracks. If Licensor makes a program available for which Licensor does not have available a Copy dubbed or subtitled in Spanish and/or Portuguese, and Licensee wishes to license such program as an Included Program hereunder, then at Licensor’s standardelection, universally applied rates up Licensee shall have the right to a total cost create such dubbed or subtitled Licensed Language version at Licensee’s sole cost. If Licensee creates such version, it shall do so in strict accordance with all third party contractual restrictions provided to Licensee by Licensor and Licensor’s technical specifications. Licensee shall be responsible for obtaining all necessary third party clearances for such Licensed Language version, such that any subsequent use of [$___] per such materials by Licensor or its designee in any country in all media shall be free and clear of any residual or reuse fees. Immediately upon Licensee’s completion of the original dubbing or subtitling of such Included Program; provided, thatLicensee shall forward to Licensor a copy of such dubbed or subtitled version and Licensee shall also allow Licensor unrestricted access, subject at no charge to Schedule BLicensor, to the parties agree that master of such dubbed and/or subtitled version. Following the conclusion of the License Period for such Included Program licensed hereunder or any costs related other termination of this Agreement, Licensee shall deliver to flags, watermarking, or similar type Licensor the master and all copies of embedded software, codes or materials, included for the benefit all dubbed and subtitled versions of Licensor shall be borne by Licensor. Shipping, forwarding, insurance and delivery charges shall be borne by Licensee.] [TBD][TBD; but note Comcast is looking for delivery 45 days prior to start of avail period, and in our necessary specifications (including for additional programs after the first year).] Returnsuch Included Program. Within thirty (30) days following the last day of the License Period with respect to each Included Program, or expiration or early termination (as permitted herein) of this AgreementVOD/SVOD Term, Licensee shall at Licensor’s election either return all Copies to Licensor or erase or degauss all such Copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)), except for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreementsuch. Licensee shall be solely responsible to determine, collect, bear, remit, pay, bear and hold Licensor forever harmless from and against, pay any and all taxes (including interest and penalties on any such amounts, but excluding Licensor’s corporate income taxand similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, levied or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee of the Included Programs or any print, print or any Copy or Advertising Materials of or related to an Included Program, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receiptsadded, withholding or similar taxes, duties . Licensee is not liable for any of the taxes Licensor is legally obligated to pay which are incurred or charges arising arise in connection with Licensor’s license to Licensee under this Agreement Agreement, and any Included Programs and any payments due all such taxes (including but not limited to a music performance society. All prices mentioned in this Agreement are exclusive net income or gross receipts taxes, franchise taxes, and/or property taxes) shall be the sole financial responsibility of and Licensor, provided that Licensee shall pay to Licensor any Sales Taxes sales, use or value added taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax lawsmay provide to Licensor a valid exemption certificate in which case Licensor shall not collect the taxes covered by such certificate. Upon the loss, rules theft or regulations in a Territory to account for destruction (other than as required hereunder) of any taxes dueCopy of an Included Program, Licensee shall be solely responsible for complying promptly furnish Licensor with proof of such lawsa loss, rules theft or regulationsdestruction by affidavit setting forth the facts thereof. In no event shall Licensor be liable, nor shall Licensee have any recourse against Each Copy of the Included Programs and all Advertising Materials are the property of Licensor, for any taxes imposed on Licensee or its affiliates by subject only to the governmental authorities any territory in which License or its affiliates operate or is incorporatedof or related to an Included Program including, without limitation, any payments due to any Collecting Societies, but specifically excluding (i) any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes)limited right of use expressly permitted herein, and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of any Included Program hereunder, any trailer or other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; and (iii) within thirty (30) days of payment, deliver to Licensor original documentation or a certified copy evidencing such payment (“Withholding Tax Receipt”). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable not permit any lien, charge, pledge, mortgage or encumbrance to and shall reimburse Licensor on demand for the withholding taxes deducted from payments. Licensee shall use reasonable efforts to minimize such taxes to the extent permissible under applicable law. The parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee to Licensor. [Intentionally Omittedattach thereto.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At Licensor shall deliver to Licensee at Licensee’s expense at least __________ 30 days prior to the Availability Date for each Included Program a videotape or encoded file in the Licensed Language in the Approved 4K Format, as available (or earlier if mutually agreed upon by the parties), Licensor shall, at Licensor’s election, make available to Licensee either a Digibeta tape, HDCam master, or an encoded mezzanine digital file (each Digibeta, HD Cam or digital file, a “Copy”). Licensor shall provide Copies for the Included Programs in accordance with the technical specifications specified in Schedule B, together with separate 5.1 audio tracks and the related cost thereof (“Administration Fee”) shall be borne by Licensee. The Administration Fee for each Included Program shall be as specified in Schedule A (for Avail Year 1) or, if availablenot so specified (including for each Included Program licensed in relation to Avail Year 2), closed captioningas determined by Licensor by written notice to Licensee. Notwithstanding the foregoing, no Copy with respect to an Included Program shall be delivered to Licensee until the corresponding Administration Fee has been paid for all Included Programs licensed in relation to the Avail Year in which the Availability Date for such Included Program occurs. To the extent Licensee requires digital files which deviate from such specifications or requires tape masters, Licensor may issue an access letter at a facility designated by the Licensor for the appropriate materials and Licensee will be responsible for encoding or transcoding, handling and delivery and the associated costs. Licensee is also responsible for reformatting available audio/subtitle files, concatenating applicable Licensor logos, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined below) and available music cue sheetsthe associated cost. All costs to create tape or file of encoding and duplication copies of each Copy and Advertising Materials shall be borne solely at Licensee’s sole cost and expense. Encoding shall take place at a post-production house approved by Licensee at Licensor and with such encoding quality subject to Licensor’s standardapproval. All costs (including, universally applied rates up without limitation, duplication, shipping and forwarding charges, and insurance) of creating and shipping Copies and Advertising Materials to a total cost of [$___] per Included Program; provided, that, subject to Schedule B, the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included for the benefit of Licensor shall be borne by Licensor. Shipping, forwarding, insurance and delivery charges Licensee shall be borne by Licensee.] [TBD][TBD; but note Comcast is looking . Licensor shall in addition make available to Licensee advertising and promotional materials for delivery 45 the Included Programs to the extent available. Within 30 days prior to start of avail period, and in our necessary specifications (including for additional programs after the first year).] Return. Within thirty (30) days following the last day end of the License Period with respect to of each Included Program, or expiration or early termination (as permitted herein) of this Agreementearlier upon Licensor’s request, Licensee shall erase or degauss at Licensee’s expense return to Licensor all such Copies of and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)), except materials for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule(including, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s electionbut not limited to, all copies dubbed and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicablesubtitled Mandarin Chinese versions), signed by Licensee’s most senior programming officerone (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreement. Licensee shall be solely responsible to determine, collect, bear, remit, pay, pay and hold Licensor forever harmless from and against, against any and all taxes (including interest and penalties on any such amounts, but excluding Licensor’s corporate income taxand similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, imposed or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee of the Included Programs or any printprint or any Copy of an Included Program hereunder, subject to Section 8.3.2. Upon the loss, theft or destruction (other than as required hereunder) of any Copy or Advertising Materials of or related to an Included Program, includingLicensee shall promptly furnish Licensor with proof of such a loss, without limitation, all sales, use, applicable value added taxes theft or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receipts, withholding or similar taxes, duties or charges arising in connection with this Agreement and destruction by affidavit setting forth the facts thereof. Each Copy of any Included Programs Program and any payments due all Advertising Materials are the property of Licensor, subject only to a music performance society. All prices mentioned in this Agreement are exclusive the limited right of use expressly permitted herein, and Licensee shall pay not permit any lien, charge, pledge, mortgage or encumbrance to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes due, Licensee shall be solely responsible for complying with such laws, rules or regulationsattach thereto. In no event shall Licensor be liablerequired to deliver Copies in any language version other than its original language version, nor shall Licensee have any recourse against Licensor, for any taxes imposed on Licensee dubbed or its affiliates by the governmental authorities any territory subtitled in which License or its affiliates operate or is incorporatedof or related to an Included Program including, without limitation, any payments due to any Collecting Societies, but specifically excluding (i) any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes), and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of any Included Program hereunder, any trailer or other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; and (iii) within thirty (30) days of payment, deliver to Licensor original documentation or a certified copy evidencing such payment (“Withholding Tax Receipt”). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable to and shall reimburse Licensor on demand for the withholding taxes deducted from payments. Licensee shall use reasonable efforts to minimize such taxes to the extent permissible under applicable law. The parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee to Licensor. [Intentionally OmittedMandarin Chinese.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At least __________ days 8.1 On or prior to the Availability Delivery Date for each Included Program (or earlier if mutually agreed upon by the parties)Program, Licensor shall, at Licensor’s election, shall deliver or make available to Licensee or Licensee’s designee: (i) either a Digibeta tape, HDCam master, videotape or an encoded a mezzanine digital file of such Included Program (each Digibeta, HD Cam or digital file, a ““ Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined below) and available music cue sheets. All costs to create tape or file duplication copies and Advertising Materials shall be borne solely a trailer for such Included Program (it being understood by Licensee at Licensor’s standard, universally applied rates up that there may be limited instances where Licensor will not be able to provide a total cost of [$___] per Included Program; provided, that, subject to Schedule B, the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included cleared trailer for the benefit of Licensor shall be borne by Licensor. Shipping, forwarding, insurance and delivery charges shall be borne by Licensee.] [TBD][TBD; but note Comcast is looking for delivery 45 days prior to start of avail period, and in our necessary specifications (including for additional programs after the first year).] Return. Within thirty (30) days following the last day of the License Period with respect to each an Included Program, or expiration or early termination (as permitted herein) of in which case, notwithstanding anything to the contrary in this Agreement, Licensee shall erase or degauss all have the option not to license such Copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)Program), except each in accordance with the specifications set forth on the attached Schedule D (“ Approved Specifications”), (ii) together with metadata for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor accordance with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreement. Licensee shall be solely responsible to determine, collect, bear, remit, pay, and hold Licensor forever harmless from and against, any and all taxes (including interest and penalties on any such amounts, but excluding Licensor’s corporate income taxand similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee of the Included Programs or any print, Copy or Advertising Materials of or related to an Included Program, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receipts, withholding or similar taxes, duties or charges arising in connection with this Agreement and any Included Programs and any payments due to a music performance society. All prices mentioned in this Agreement are exclusive of and Licensee shall pay to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes due, Licensee shall be solely responsible for complying with such laws, rules or regulations. In no event shall Licensor be liable, nor shall Licensee have any recourse against Licensor, for any taxes imposed on Licensee or its affiliates by the governmental authorities any territory in which License or its affiliates operate or is incorporatedof or related to an Included Program including, without limitation, any payments due to any Collecting Societies, but specifically excluding (i) any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes), and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of any Included Program hereunder, any trailer or other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; attached Schedule E and (iii) within thirty all other Advertising Materials (30as defined at Schedule A, Article 12.1) days of paymentfor such Included Program, deliver to Licensor original documentation or a certified copy evidencing the extent such payment Advertising Materials are cleared and available (“Withholding Tax Receipt(i) through (iii), collectively, “ Program Materials”). In The foregoing materials will be subject to a one-time non-recoupable servicing fee in the event amount of One Hundred Fifty Dollars ($150) per Included Program (“ Servicing Fee”). Licensee does not provide a Withholding Tax Receipt in accordance with shall pay the aggregate Servicing Fee for all Included Programs for which Licensee has received full and acceptable delivery during the preceding sentencemonth no later than fifteen (15) days following the end of such month , it being agreed that, if the same Copy of an Included Program can be used in more than one Territory, Licensee shall not be liable charged more than once for such Copy. Licensor shall be responsible for all costs and expenses of delivery of Program Materials (or otherwise making Included Programs and Program Materials available as provided hereunder) for each Territory, except as expressly set forth in this Article 8 or in the applicable Exhibit. Licensee shall have the right to inspect each Copy delivered or made available hereunder and shall reimburse Licensor on demand have the right reject any Copies which are not of acceptable technical quality because of failure to meet Licensee’s reasonable customary standards of technical quality for the withholding taxes deducted from payments. Licensee Licensed Service in the applicable Territory by notifying Licensor thereof (together with a reasonably detailed description of such failure), and shall use reasonable efforts to minimize notify Licensor thereof within fifteen (15) days of such taxes Copy being delivered or made available to Licensee. If Licensee rejects any Copies or trailers pursuant to the extent permissible under applicable lawabove, Licensor shall promptly replace such rejected Copies and/or trailers, as applicable, until such delivery items are technically acceptable. The Notwithstanding anything to the contrary contained herein, Licensee shall have the right, but not the obligation, to edit or modify metadata in order to correct errors, and in the event Licensee exercises such right, Licensee shall notify Licensor in writing thereof; provided that an occasional inadvertent failure to so notify Licensor shall not be a breach of this Agreement. If Licensor disagrees with any of Licensee’s corrections, Licensor may notify Licensee thereof, in which case the parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee shall work together in good faith to Licensor. [Intentionally Omittedresolve such disagreement.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At least __________ days 8.1 On or prior to the Availability Delivery Date for each Included Program (or earlier if mutually agreed upon by the parties)Program, Licensor shall, at Licensor’s election, shall deliver or make available to Licensee or Licensee’s designee: (i) either a Digibeta tape, HDCam master, videotape or an encoded a mezzanine digital file of eachsuch Included Program (each Digibeta, HD Cam or digital file, a ““ Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined below) and available music cue sheets. All costs to create tape or file duplication copies and Advertising Materials shall be borne solely a trailer for such Included Program (other than a Library Film which is not a Post-1980 Library Film With Trailer for which no trailer is availableit being understood by Licensee at Licensor’s standard, universally applied rates up that there may be limited instances where Licensor will not be able to provide a total cost of [$___] per Included Program; provided, that, subject to Schedule B, the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included cleared trailer for the benefit of Licensor shall be borne by Licensor. Shipping, forwarding, insurance and delivery charges shall be borne by Licensee.] [TBD][TBD; but note Comcast is looking for delivery 45 days prior to start of avail period, and in our necessary specifications (including for additional programs after the first year).] Return. Within thirty (30) days following the last day of the License Period with respect to each an Included Program, or expiration or early termination (as permitted herein) of in which case, notwithstanding anything to the contrary in this Agreement, Licensee shall erase or degauss all have the option not to license such Copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)Program), except each in accordance with the specifications set forth on the attached Schedule D, (“ Approved Specifications”), (ii) together with metadata for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor accordance with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreement. Licensee shall be solely responsible to determine, collect, bear, remit, pay, and hold Licensor forever harmless from and against, any and all taxes (including interest and penalties on any such amounts, but excluding Licensor’s corporate income taxand similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee of the Included Programs or any print, Copy or Advertising Materials of or related to an Included Program, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receipts, withholding or similar taxes, duties or charges arising in connection with this Agreement and any Included Programs and any payments due to a music performance society. All prices mentioned in this Agreement are exclusive of and Licensee shall pay to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes due, Licensee shall be solely responsible for complying with such laws, rules or regulations. In no event shall Licensor be liable, nor shall Licensee have any recourse against Licensor, for any taxes imposed on Licensee or its affiliates by the governmental authorities any territory in which License or its affiliates operate or is incorporatedof or related to an Included Program including, without limitation, any payments due to any Collecting Societies, but specifically excluding (i) any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes), and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of any Included Program hereunder, any trailer or other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; attached Schedule E and (iii) within thirty all other Advertising Materials (30as defined at Schedule A, Article 12.1) days of paymentfor such Included Program, deliver to Licensor original documentation or a certified copy evidencing the extent such payment Advertising Materials are cleared and available (“Withholding Tax Receipt(i) through (iii), collectively, “ Program Materials”). In The foregoing materials will be subject to a one-time non-recoupable servicing fee in the event amount of One Hundred Fifty Dollars ($150) per Included Program (“ Servicing Fee”). Licensee does not provide a Withholding Tax Receipt in accordance with shall pay the aggregate Servicing Fee for all Included Programs for which Licensee has received full and acceptable delivery during the preceding sentencemonth no later than fifteen (15) days following the end of such month , it being agreed that, if the same Copy of an Included Program can be used in more than one Territory, Licensee shall not be liable charged more than once for such Copy. Licensor shall be responsible for all other costs and expenses of delivery of Program Materials (or otherwise making Included Programs and Program Materials available as provided hereunder) for each Territory, except as expressly set forth in this Article 8 or in the applicable Exhibit. Licensee shall have the right to inspect each Copy delivered or made available hereunder and shall reimburse Licensor on demand have the right reject any Copies which are not of acceptable technical quality because of failure to meet Licensee’s reasonable customary standards of technical quality for the withholding taxes deducted from payments. Licensee Licensed Service in the applicable Territory by notifying Licensor thereof (together with a reasonably detailed description of such failure), and shall use reasonable efforts to minimize notify Licensor thereof within fifteen (15) days of such taxes Copy being delivered or made available to Licensee. If Licensee rejects any Copies or trailers pursuant to the extent permissible under applicable lawabove, Licensor shall promptly replace such rejected Copies and/or trailers, as applicable, until such delivery items are technically acceptable. The Notwithstanding anything to the contrary contained herein, Licensee shall have the right, but not the obligation, to edit or modify metadata in order to correct errors, and in the event Licensee exercises such right, Licensee shall notify Licensor in writing thereof; provided that an occasional inadvertent failure to so notify Licensor shall not be a breach of this Agreement. If Licensor disagrees with any of Licensee’s corrections, Licensor may notify Licensee thereof, in which case the parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee shall work together in good faith to Licensor. [Intentionally Omittedresolve such disagreement.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At least __________ days 8.1 On or prior to the Availability Delivery Date for each Included Program (or earlier if mutually agreed upon by the parties)Program, Licensor shall, at Licensor’s election, shall deliver or make available to Licensee or Licensee’s designee: (i) either a Digibeta tape, HDCam master, videotape or an encoded a mezzanine digital file of such Included Program (each Digibeta, HD Cam or digital file, a “Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined below) and available music cue sheets. All costs to create tape or file duplication copies and Advertising Materials shall be borne solely a trailer for such Included Program (it being understood by Licensee at Licensor’s standard, universally applied rates up that there may be limited instances where Licensor will not be able to provide a total cost of [$___] per Included Program; provided, that, subject to Schedule B, the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included cleared trailer for the benefit of Licensor shall be borne by Licensor. Shipping, forwarding, insurance and delivery charges shall be borne by Licensee.] [TBD][TBD; but note Comcast is looking for delivery 45 days prior to start of avail period, and in our necessary specifications (including for additional programs after the first year).] Return. Within thirty (30) days following the last day of the License Period with respect to each an Included Program, or expiration or early termination (as permitted herein) of in which case, notwithstanding anything to the contrary in this Agreement, Licensee shall erase or degauss all have the option not to license such Copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)Program), except each in accordance with the specifications set forth on the attached Schedule D (“Approved Specifications”), (ii) together with metadata for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor accordance with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreement. Licensee shall be solely responsible to determine, collect, bear, remit, pay, and hold Licensor forever harmless from and against, any and all taxes (including interest and penalties on any such amounts, but excluding Licensor’s corporate income taxand similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee of the Included Programs or any print, Copy or Advertising Materials of or related to an Included Program, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receipts, withholding or similar taxes, duties or charges arising in connection with this Agreement and any Included Programs and any payments due to a music performance society. All prices mentioned in this Agreement are exclusive of and Licensee shall pay to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes due, Licensee shall be solely responsible for complying with such laws, rules or regulations. In no event shall Licensor be liable, nor shall Licensee have any recourse against Licensor, for any taxes imposed on Licensee or its affiliates by the governmental authorities any territory in which License or its affiliates operate or is incorporatedof or related to an Included Program including, without limitation, any payments due to any Collecting Societies, but specifically excluding (i) any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes), and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of any Included Program hereunder, any trailer or other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; attached Schedule E and (iii) within thirty all other Advertising Materials (30as defined at Schedule A, Article 12.1) days of paymentfor such Included Program, deliver to Licensor original documentation or a certified copy evidencing the extent such payment Advertising Materials are cleared and available (“Withholding Tax Receipt(i) through (iii), collectively, “ Program Materials”). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable have the right to inspect each Copy delivered or made available hereunder and shall reimburse Licensor on demand have the right reject any Copies which are not of acceptable technical quality because of failure to meet Licensee’s reasonable customary standards of technical quality for the withholding taxes deducted from payments. Licensee Licensed Service in the applicable Territory by notifying Licensor thereof (together with a reasonably detailed description of such failure), and shall use reasonable efforts to minimize notify Licensor thereof within fifteen (15) days of such taxes Copy being delivered or made available to Licensee. If Licensee rejects any Copies or trailers pursuant to the extent permissible under applicable lawabove, Licensor shall promptly replace such rejected Copies and/or trailers, as applicable, until such delivery items are technically acceptable. The Notwithstanding anything to the contrary contained herein, Licensee shall have the right, but not the obligation, to edit or modify metadata in order to correct errors, and in the event Licensee exercises such right, Licensee shall notify Licensor in writing thereof; provided that an occasional inadvertent failure to so notify Licensor shall not be a breach of this Agreement. If Licensor disagrees with any of Licensee’s corrections, Licensor may notify Licensee thereof, in which case the parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee shall work together in good faith to Licensor. [Intentionally Omittedresolve such disagreement.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At For each Included Program, Licensor shall make available to Licensee at least __________ thirty (30) days prior to the Availability Date for each such Included Program (or earlier if mutually agreed upon by the parties), Licensor shall, at Licensor’s election, make available to Licensee either a Digibeta tape, HDCam master, or an encoded mezzanine digital file (each Digibeta, HD Cam or digital file, a “Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined belowat Schedule A, Section 12.1) and available music cue sheets. All Licensor will only supply one encoded digital file per Included Program based on Licensor’s pre-determined specifications. [Licensee shall pay to Licensor an administrative fee (“Administrative Fee”) of [_____] for each Current Feature and Library Feature made available by Licensor in Standard Definition, [_____] for each Current Feature and Library Feature made available by Licensor in High Definition, [____] for each Television Episode made available by Licensor in Standard Definition, and [___] for each Television Episode made available by Licensor in High Definition.] Licensor shall deliver an invoice from time to time with respect to the Administrative Fees due and payable hereunder, and Licensee shall make such payment to Licensor within 45 days after the delivery of such invoice. To the extent Licensee requires digital files which deviate from such specifications or requires tape masters, Licensor will issue an access letter to Licensee for the appropriate materials and Licensee will be responsible for encoding or transcoding, handling and delivery and the associated costs; provided that Licensor shall have the right to approve the quality of Licensee’s encoding. Licensee shall also be responsible for reformatting available audio/subtitle files, concatenating applicable Licensor logos, and any and all costs associated therewith. [Closed Captioning. Licensee shall render and/or pass through all closed caption files provided by Licensor in connection with each Included Program exhibited on the Licensed Service in accordance with the 21st Century Communication and Video Programming Accessibility Act, as promulgated by the requirements, rules and regulations of the Federal Communications Commission, as may be amended, modified or supplemented (the “CVAA”) and applicable law. [IF LICENSEE IS TAKING SMPTE-TT, NO FURTHER LANGUAGE IS REQUIRED. IF LICENSEE REQUESTS A DIFFERENT FORMAT, ADD THE FOLLOWING LANGUAGE: Licensor makes no representations or warranties with respect to create tape or file duplication copies and Advertising Materials closed captioning files delivered to Licensee in the [insert format, e.g., .scc] format hereunder. The risk of liability in connection with the use of closed captioning files in the [insert format, e.g., .scc] format shall be borne solely by Licensee at Licensor’s standard, universally applied rates up to a total cost of [$___] per Included Program; provided, that, subject to Schedule B, the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included for the benefit of Licensor shall be borne by Licensor. Shipping, forwarding, insurance and delivery charges shall be borne by Licensee.] [TBD][TBD; but note Comcast is looking ADD THE FOLLOWING INDEMNIFICATION IF APPROPRIATE TO THE RELATIONSHIP. THE INDEMNIFICATION IS ONLY A “NICE TO HAVE” AND IS NOT REQUIRED: Licensee shall indemnify and hold harmless Licensor and its officers, directors, equity owners, employees and other representatives and its parents, subsidiaries and affiliates and their officers, directors, equity owners, employees and other representatives from and against any and all claims, damages, liabilities, costs and expenses, including reasonable counsel fees, arising from or in connection with the [insert licensee requested format, e.g., .scc] format for delivery 45 days prior to start the closed captioning of avail period, and in our necessary specifications (including for additional programs after the first year)Included Programs on the Licensed Service.] Return. Within thirty (30) days following the last day of the License Period with respect to each Included Program, or expiration or early termination (as permitted herein) of this Agreement, Licensee shall at Licensor’s election either return all Copies to Licensor or erase or degauss all such Copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)), except for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreementsuch. Licensee shall be solely responsible to determine, collect, bear, remit, pay, pay and hold Licensor forever harmless from and against, against any and all taxes (including interest and penalties on any such amounts, but excluding Licensor’s corporate income taxand similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, levied or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee of the Included Programs or any print, print or any Copy or Advertising Materials of or related to an Included ProgramProgram hereunder, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receiptsadded, withholding or similar taxes. For clarity, duties Licensee is not liable for any of the taxes Licensor is legally obligated to pay which are incurred or charges arising arise in connection with Licensor’s license to Licensee under this Agreement Agreement, and any Included Programs and any payments due all such taxes (including but not limited to a music performance society. All prices mentioned in this Agreement are exclusive net income or gross receipts taxes, franchise taxes, and/or property taxes) shall be the sole financial responsibility of and Licensor, provided that Licensee shall pay to Licensor any Sales Taxes sales, use or value added taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee may provide to Licensor a valid exemption certificate in which case Licensor shall not collect the taxes covered by such certificate. [If pursuant to Brazilian law, any registration and/or payment is responsible due by Licensee as a result of the exhibition of the Included Programs under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes duethis Agreement, Licensee shall be solely responsible for complying obtain the necessary registrations with the Brazilian Cinema Agency, and shall pay and not deduct from the License Fees any Condecine tax, if applicable.] Upon the loss, theft or destruction (other than as required hereunder) of any Copy of an Included Program, Licensee shall promptly furnish Licensor with proof of such lawsa loss, rules theft or regulationsdestruction by affidavit setting forth the facts thereof. Each Copy of the Included Programs and all Advertising Materials are the property of Licensor, subject only to the limited right of use expressly permitted herein, and Licensee shall not permit any lien, charge, pledge, mortgage or encumbrance to attach thereto. In no event shall Licensor be liablerequired to deliver Copies in any language version other than the original language version. [To the extent available, nor shall Licensee Licensor will provide [_______] subtitle files and [__________] audio tracks. If Licensor makes a program available for which Licensor does not have any recourse against Licensor, for any taxes imposed on Licensee available a Copy dubbed or its affiliates by the governmental authorities any territory subtitled in which License or its affiliates operate or is incorporatedof or related to an Included Program including, without limitation, any payments due to any Collecting Societies, but specifically excluding (i) any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes)[__________], and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments Licensee wishes to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of any license such program as an Included Program hereunder, then at Licensor’s election, either Licensor or Licensee shall have the right to create such dubbed or subtitled Licensed Language version at Licensee’s sole cost. If Licensee creates such version, it shall do so in strict accordance with all third party contractual restrictions and Licensor’s technical specifications. Licensee shall be responsible for obtaining all necessary third party clearances for such Licensed Language version, such that any trailer or other elements supplied subsequent use of such materials by Licensor or its designee in any non film material supplied by Licensor, country in all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein media shall be exclusive of and made free and clear of any residual or reuse fees. Immediately upon Licensee’s completion of the original dubbing or subtitling of such Included Program, Licensee shall forward to Licensor a copy of such originally dubbed or subtitled version and without deduction or withholding for or on account of any taxLicensee shall also allow Licensor unrestricted access, duty or other chargesat no charge to Licensor, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; and (iii) within thirty (30) days master of paymentsuch dubbed and/or subtitled version. Following the conclusion of the License Period for such Included Program licensed hereunder or any other termination of this Agreement, Licensee shall deliver to Licensor original documentation or a certified copy evidencing the master and all copies of all dubbed and subtitled versions of such payment (“Withholding Tax Receipt”). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable to and shall reimburse Licensor on demand for the withholding taxes deducted from payments. Licensee shall use reasonable efforts to minimize such taxes to the extent permissible under applicable law. The parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee to Licensor. [Intentionally OmittedIncluded Program.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At least __________ days prior Licensor shall deliver to Licensee, and Licensee will receive and ingest from Licensor, an encoded digital file or tape (in the Availability Date for each Included Program (or earlier Licensed Language if mutually agreed upon by the parties), Licensor shall, at available) in Licensor’s election, make available to Licensee either a Digibeta tape, HDCam master, or an encoded mezzanine digital file predetermined specifications (each Digibeta, HD Cam or digital fileeach, a “Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined below) and available music cue sheets. All costs to create tape or file duplication copies and Advertising Materials to the extent cleared and available for each Included Program. The specifications are as follows: (a) Video Spec: 20mbps Stereo + Stereo MPEG-2 PS, (b) Frame rate: 29.97, (c) Video Mode Scan: Interlaced, and (d) Aspect ratio: 16X9 FF if available or 4X3 FF. Delivery of each Copy shall be borne solely by Licensee at Licensor’s standardcost except in the event that Licensee requires any tapes or digital files that deviate from Licensor’s predetermined specifications, universally applied rates up to a total cost of [$___] per Included Program; providedin which case Licensor will issue an access letter for the appropriate materials and Licensee will be responsible for any necessary encoding, thattranscoding, handling and delivery at Licensee’s sole expense. Encoding and transcoding shall take place at facilities approved by Licensor, and all encoding and transcoding quality is subject to Schedule B, the parties agree that any costs related Licensor’s approval. The number of Copies and Advertising Materials delivered to flags, watermarking, or similar type of embedded software, codes or materials, included for the benefit of Licensor Licensee in connection with an Included Program shall be borne by in Licensor. Shipping, forwarding, insurance and delivery charges shall be borne by Licensee.] [TBD][TBD; but note Comcast is looking for delivery 45 days prior to start of avail period, and in our necessary specifications (including for additional programs after the first year).] Return. ’s sole discretion... Within thirty (30) days following the last day of the last License Period with respect to each Included Program, or expiration or early termination (as permitted herein) of this AgreementPeriod, Licensee shall at Licensor’s election either return all copies to Licensor or erase or degauss all such Copies copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)), except for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereundercopies. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreementofficer. Licensee shall be solely responsible to determine, collect, bear, remit, pay, and hold Licensor forever harmless from and against, any and all taxes (including interest and penalties on any such amounts, but excluding Licensor’s corporate income taxand similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee of the Included Programs or any print, Copy or Advertising Materials of or related to an Included Program, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receipts, withholding or similar taxes, duties or charges arising in connection with this Agreement and any Included Programs and any payments due to a music performance society. All prices mentioned in this Agreement are exclusive of and Licensee shall pay to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes due, Licensee shall be solely responsible for complying with such laws, rules or regulations. In no event shall Licensor be liable, nor shall Licensee have any recourse against Licensor, for any taxes imposed on Licensee or its affiliates by the governmental authorities any territory in which License or its affiliates operate or is incorporatedof or related to an Included Program including, without limitation, any payments due to any Collecting Societies, but specifically excluding (i) any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes), and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of any Included Program hereunder, any trailer or other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; and (iii) within thirty (30) days of payment, deliver to Licensor original documentation or a certified copy evidencing such payment (“Withholding Tax Receipt”). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable to and shall reimburse Licensor on demand for the withholding taxes deducted from payments. Licensee shall use reasonable efforts to minimize such taxes to the extent permissible under applicable law. The parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee to Licensor. [Intentionally Omitted.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At For each Included Program, Licensor shall make available to Licensee at least __________ thirty (30) days prior to the Availability Date for each such Included Program two (or earlier if mutually agreed upon by the parties), Licensor shall, at 2) encoded digital files in Licensor’s election, make available to Licensee either a Digibeta tape, HDCam master, or an encoded mezzanine digital file pre-determined specifications (each Digibeta, HD Cam or digital fileeach, a “Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined belowat Schedule A, Section 12.1) and available music cue sheets. All costs Licensee shall pay to create tape or file duplication copies Licensor an administrative fee (“Administrative Fee”) for each Copy of an Included Program made available by Licensor as follows: (i) US$325$[●] for each Copy of a Feature Film made available in Standard Definition, (ii) US$165$[●] for each Copy of a one-broadcast hour Television Episode made available in Standard Definition, (iii) US$80$[●] for each Copy of a one-half broadcast hour Television Episode made available in Standard Definition, (iv) US$590$[●] for each Copy of a Feature Film made available in High Defintiion, (v) US$295$[●] for each Copy of a one-broadcast hour Television Episode made available in High Definition, and Advertising Materials (vi) US$150$[●] for each Copy of a one-half broadcast hour Television Episode made available in High Definition. Licensee shall be borne solely pay the Administrative Fee for each Included Programs by Licensee at Licensor’s standard, universally applied rates up to a total cost of [$___] per Included Program; provided, that, subject to Schedule B, the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included for the benefit of Licensor shall be borne by Licensor. Shipping, forwarding, insurance and delivery charges shall be borne by Licensee.] [TBD][TBD; but note Comcast is looking for delivery 45 no later than 30 days prior to start the Availability Date for such Included Program. For the avoidance of avail perioddoubt, Licensee shall only be charged one Administrative Fee for each Included Program (e.g., Licensee shall not be charged twice for the Included Program being exhibited on the VOD Service and on the DHE Service or SVOD Service). To the extent Licensee requires digital files which deviate from the Copy specifications or requires tape masters, Licensor will issue an access letter to Licensee for the appropriate materials and Licensee will be responsible for encoding or transcoding, handling and delivery and the associated costs; provided that Licensor shall have the right to approve the quality of Licensee’s encoding. Licensee shall also be responsible for reformatting available audio/subtitle files, concatenating applicable Licensor logos, and the associated cost, which cost, for the avoidance of doubt, are not included in our necessary specifications (including for additional programs after the first year).] ReturnAdministrative Fee. Within thirty (30) days following the last day of the License Period with respect to each VOD or SVOD Included Program or the last day of the DHE Term with respect to each DHE Included Program, or expiration or early termination (as permitted herein) of this Agreement, Licensee shall at Licensor’s election either return all Copies to Licensor or erase or degauss all such Copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes such. Notwithstanding the applicable Included Program(s),))foregoing, except for one (1) copy of each if Licensee elects to use the relevant Included Program that has an additional License Period pursuant to this Agreement for a new Avail Year, the relevant Copies shall not returned, erased or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, degaussed and Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate not be responsible for payment of return or destruction (as applicable), signed by Licensee’s most senior programming officerone (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreementadditional Administrative Fees for said Copy. Licensee shall be solely responsible to determine, collect, bear, remit, pay, pay and hold Licensor forever harmless from and against, against any and all taxes (including interest and penalties on any such amounts, amounts but excluding Licensor’s other than corporate income taxand and similar taxes), payments or fees required to be paid to any third party different than a governmental authority now or hereafter imposed, levied, imposed or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee of the Included Programs or any print, print or any Copy or Advertising Materials of or related to an Included Program, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receipts, withholding or similar taxes, duties or charges arising in connection with this Agreement and any Included Programs and any payments due to a music performance society. All prices mentioned in this Agreement are exclusive of and Licensee shall pay to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes due, Licensee shall be solely responsible for complying with such laws, rules or regulations. In no event shall Licensor be liable, nor shall Licensee have any recourse against Licensor, for any taxes imposed on Licensee or its affiliates by the governmental authorities any territory in which License or its affiliates operate or is incorporatedof or related to an Included Program hereunder, including, without limitation, any payments due to any Collecting Societiesmusic performance society. Upon the loss, but specifically excluding theft or destruction (iother than as required hereunder) of any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes), and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Copy of an Included Program, nor any responsibility Licensee shall promptly furnish Licensor with proof of such a loss, theft or liability for destruction by affidavit setting forth the making of payments to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue facts thereof. Each Copy of the use made Included Programs and all Advertising Materials are the property of any Included Program hereunder, any trailer or other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount subject only to the applicable taxing authority; limited right of use expressly permitted herein, and (iii) within thirty (30) days of paymentLicensee shall not permit any lien, deliver charge, pledge, mortgage or encumbrance to Licensor original documentation or a certified copy evidencing such payment (“Withholding Tax Receipt”)attach thereto. In no event shall Licensor be required to deliver Copies in any language version other than the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable to and shall reimburse Licensor on demand for the withholding taxes deducted from paymentsLicensed Language version. Licensee shall use reasonable efforts to minimize such taxes to the extent permissible under applicable law. The parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee to Licensor. [Intentionally OmittedCONTENT PROTECTION & SECURITY.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At least __________ Delivery. As soon as reasonable practicable for Included Programs with an availability at the beginning of the Term, and then at least [45] days prior to the Availability Date for each Included Program (or earlier if mutually agreed upon by the parties), Licensor shall, at Licensor’s election, make available to Licensee either a Digibeta tape, HDCam master, or an encoded mezzanine digital file (each Digibeta, HD Cam or digital file, a “Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata,metadata required by Exhibit ___ hereto [Sony will provide the exhibit which will list what we customarily provide—we cannot provide anything custom], available Advertising Materials (defined below) and available music cue sheets. All costs to create tape or file duplication copies and Advertising Materials shall be borne solely by Licensee at Licensor’s standard, universally applied rates up to a total cost of [$___] per Included Program; provided, that, subject to Schedule B, the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included for the benefit of Licensor shall be borne by Licensor. Shipping, forwarding, insurance and delivery charges shall be borne by Licensee.] [TBD][TBDTBD; but note Comcast is looking for delivery 45 days prior to start of avail period, and in our necessary specifications (including for additional programs after the first year).] Return. Within thirty (30) days following the last day of the License Period with respect to each Included Program, or expiration or early termination (as permitted herein) of this Agreement, Licensee shall erase or degauss all such Copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)), except for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone one (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreement. Licensee shall be solely responsible to determine, collect, bear, remit, pay, and hold Licensor forever harmless from and against, any and all taxes (including interest and penalties on any such amounts, but excluding Licensor’s corporate income taxand similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee of the Included Programs or any print, Copy or Advertising Materials of or related to an Included Program, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receipts, withholding or similar taxes, duties or charges arising in connection with this Agreement and any Included Programs and any payments due to a music performance society. All prices mentioned in this Agreement are exclusive of and Licensee shall pay to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes due, Licensee shall be solely responsible for complying with such laws, rules or regulations. In no event shall Licensor be liable, nor shall Licensee have any recourse against Licensor, for any taxes imposed on Licensee or its affiliates by the governmental authorities any territory in which License or its affiliates operate or is incorporatedof or related to an Included Program including, without limitation, any payments due to any Collecting Societies, but specifically excluding (i) any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes), and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of any Included Program hereunder, any trailer or other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; and (iii) within thirty (30) days of payment, deliver to Licensor original documentation or a certified copy evidencing such payment (“Withholding Tax Receipt”). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable to and shall reimburse Licensor on demand for the withholding taxes deducted from payments. Licensee shall use reasonable efforts to minimize such taxes to the extent permissible under applicable law. The parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee to Licensor. [Intentionally Omitted.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At least __________ days 8.1 On or prior to the Availability Delivery Date for each Included Program (or earlier if mutually agreed upon by the parties)Program, Licensor shall, at Licensor’s election, shall deliver or make available to Licensee or Licensee’s designee: (i) either a Digibeta tape, HDCam master, videotape or an encoded a mezzanine digital file of such Included Program (each Digibeta, HD Cam or digital file, a “Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined below) and available music cue sheets. All costs to create tape or file duplication copies and Advertising Materials shall be borne solely a trailer for such Included Program (it being understood by Licensee at Licensor’s standard, universally applied rates up that there may be limited instances where Licensor will not be able to provide a total cost of [$___] per Included Program; provided, that, subject to Schedule B, the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included cleared trailer for the benefit of Licensor shall be borne by Licensor. Shipping, forwarding, insurance and delivery charges shall be borne by Licensee.] [TBD][TBD; but note Comcast is looking for delivery 45 days prior to start of avail period, and in our necessary specifications (including for additional programs after the first year).] Return. Within thirty (30) days following the last day of the License Period with respect to each an Included Program, or expiration or early termination (as permitted herein) of in which case, notwithstanding anything to the contrary in this Agreement, Licensee shall erase or degauss all have the option not to license such Copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)Program), except each in accordance with the specifications set forth on the attached Schedule D (“Approved Specifications”), (ii) together with metadata for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor accordance with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreement. Licensee shall be solely responsible to determine, collect, bear, remit, pay, and hold Licensor forever harmless from and against, any and all taxes (including interest and penalties on any such amounts, but excluding Licensor’s corporate income taxand similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee of the Included Programs or any print, Copy or Advertising Materials of or related to an Included Program, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receipts, withholding or similar taxes, duties or charges arising in connection with this Agreement and any Included Programs and any payments due to a music performance society. All prices mentioned in this Agreement are exclusive of and Licensee shall pay to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes due, Licensee shall be solely responsible for complying with such laws, rules or regulations. In no event shall Licensor be liable, nor shall Licensee have any recourse against Licensor, for any taxes imposed on Licensee or its affiliates by the governmental authorities any territory in which License or its affiliates operate or is incorporatedof or related to an Included Program including, without limitation, any payments due to any Collecting Societies, but specifically excluding (i) any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes), and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of any Included Program hereunder, any trailer or other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; attached Schedule E and (iii) within thirty all other Advertising Materials (30as defined at Schedule A, Article 12.1) days of paymentfor such Included Program, deliver to Licensor original documentation or a certified copy evidencing the extent such payment Advertising Materials are cleared and available (“Withholding Tax Receipt(i) through (iii), collectively, “ Program Materials”). In Licensor shall be responsible for all costs and expenses of delivery of Program Materials (or otherwise making Included Programs and Program Materials available as provided hereunder) for each Territory, except as expressly set forth in this Article 8 or in the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, applicable Exhibit. Licensee shall be liable have the right to inspect each Copy delivered or made available hereunder and shall reimburse Licensor on demand have the right reject any Copies which are not of acceptable technical quality because of failure to meet Licensee’s reasonable customary standards of technical quality for the withholding taxes deducted from payments. Licensee Licensed Service in the applicable Territory by notifying Licensor thereof (together with a reasonably detailed description of such failure), and shall use reasonable efforts to minimize notify Licensor thereof within fifteen (15) days of such taxes Copy being delivered or made available to Licensee. If Licensee rejects any Copies or trailers pursuant to the extent permissible under applicable lawabove, Licensor shall promptly replace such rejected Copies and/or trailers, as applicable, until such delivery items are technically acceptable. The Notwithstanding anything to the contrary contained herein, Licensee shall have the right, but not the obligation, to edit or modify metadata in order to correct errors, and in the event Licensee exercises such right, Licensee shall notify Licensor in writing thereof; provided that an occasional inadvertent failure to so notify Licensor shall not be a breach of this Agreement. If Licensor disagrees with any of Licensee’s corrections, Licensor may notify Licensee thereof, in which case the parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee shall work together in good faith to Licensor. [Intentionally Omittedresolve such disagreement.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At least __________ days prior Licensor shall deliver to the Availability Date for each Included Program (or earlier if mutually agreed upon by the parties)Licensee, Licensor shalland Licensee will receive and ingest from Licensor, at an encoded digital file in Licensor’s election, make available to Licensee either a Digibeta tape, HDCam master, or an encoded mezzanine predetermined specifications (with such digital file with original audio and dubbed in Brazilian Portuguese and Latin American Spanish) (each Digibeta, HD Cam or digital fileeach, a “Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined below) and available music cue sheets. All costs to create tape or file duplication copies and Advertising Materials to the extent cleared and available for each Included Program. [Note to Fox: The predetermined specifications should have been discussed between the ops/materials teams on both sides] In the event that Licensee requires any digital files that deviate from Licensor’s predetermined specifications, Licensor will issue an access letter for the appropriate materials and Licensee will be responsible for any necessary encoding, transcoding, handling and delivery at Licensee’s sole expense. If applicable, encoding and transcoding is subject to Licensor’s approval. The number of Copies and Advertising Materials delivered to Licensee in connection with an Included Program shall be borne solely by Licensee at in Licensor’s standardsole discretion. Notwithstanding anything to the contrary in this Agreement, universally applied rates up Licensor shall have no obligation to a total cost deliver any Copies or Advertising Materials to Licensee if Licensee is not current on payment of [$___] per Included Program; providedthe License Fees due under this Agreement. Notwithstanding anything to the contrary herein, that, subject to Schedule B, the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included for the benefit purposes of the Included Programs, Licensor acknowledges that Licensor shall be borne providing dubbed copies as set forth in Section 8.1. If Licensor has available out of stock on-hand subtitled version of an Included Program in the Licensed Language, Licensor shall provide such materials to Licensee at Licensee’s cost. If Licensor is unable to provide all materials for a dubbed or subtitled version of an Included Program licensed hereunder to Licensee out of available stock on hand, Licensor shall have the right to create such dubbed or subtitled version and provide copies of such materials, in each case at Licensee’s sole cost. If Licensor elects not to create such a version, Licensee may, only with the prior written consent of Licensor, prepare dubbed or subtitled versions of such Included Program in the Licensed Language. Licensee shall not be required to provide Licensor with the Licensed Language versions created by Licensee unless the parties negotiate a separate agreement for such use by Licensor, provided that, upon request, Licensee shall provide Licensor with a document, if foravailableavailable, for each Included Program containing all subtitles created by Licensee for the relevant Included Program. Shipping, forwarding, insurance and delivery charges Any subtitled or dubbed copy Licensee makes of a Included Program: shall be borne in strict accordance with all third party contractual restrictions (which Licensee has been notified of in writing by Licensor) and Licensor’s technical specifications (which Licensee has been notified of in writing and which are commercially reasonable) and Licensee shall be responsible for obtaining all necessary third party clearances in connection with the creation of any Licensed Language versions for Licensee’s use. . Licensee shall indemnify and hold harmless Licensor from any and all claims, losses, and liabilities arising out of any such subtitling and/or dubbing of an Included Program. For purposes of clarification, Licensor will be fully and solely liable to obtain and pay for further clearances which may be necessary for Licensor to further exploit any Licensed Language Versions. [Note to Fox: As agreed in previous agreements[Note to Fox: Last sentence was deleted because it potentially conflicts with the above provision which states that Licensor’s use of any versions created by Licensee will be subject to a separate agreement. We don’t know, until such agreement is negotiated, what Licensor’s obligations with respect to such use would be.] [TBD][TBD; but note Comcast is looking for delivery 45 days prior to start of avail period, and in our necessary specifications (including for additional programs after the first year).] Return. Within thirty (30) days following the last day of the last License Period with respect to each Included Program, or expiration or early termination (as permitted herein) of this AgreementPeriod, Licensee shall at Licensor’s election either return all copies to Licensor or erase or degauss all such Copies copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)), except for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereundercopies. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone . Upon the loss, theft or destruction (1other than as required hereunder) year of the close any Copy of the then-current License Period hereunder or expiration or termination of this Agreement. an Included Program, Licensee shall be solely responsible to determinepromptly furnish Licensor with proof of such a loss, collect, bear, remit, pay, and hold Licensor forever harmless theft or destruction by certification from and against, any and all taxes (including interest and penalties on any such amounts, but excluding Licensor’s corporate income taxand similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee an authorized person. Each Copy of the Included Programs or any print, Copy or and all Advertising Materials are the property of or related Licensor, subject only to an Included Programthe limited right of use expressly authorized herein, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receipts, withholding or similar taxes, duties or charges arising in connection with this Agreement and any Included Programs and any payments due to a music performance society. All prices mentioned in this Agreement are exclusive of and Licensee shall pay not authorize any lien, charge, pledge, mortgage or encumbrance to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes due, Licensee shall be solely responsible for complying with such laws, rules or regulationsattach thereto. In no event shall Licensor be liable, nor shall Licensee have any recourse against Licensor, for any taxes imposed on Licensee required to deliver or its affiliates by the governmental authorities any territory in which License or its affiliates operate or is incorporatedof or related to an Included Program including, without limitation, any payments due to any Collecting Societies, but specifically excluding (i) any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes), and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of make available any Included Program hereunder, in any trailer or language version other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being than the sole responsibility and obligation of LicensorLicensed Language version. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; and (iii) within thirty (30) days of payment, deliver to Licensor original documentation or a certified copy evidencing such payment (“Withholding Tax Receipt”). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable to and shall reimburse Licensor on demand for the withholding taxes deducted from payments. Licensee shall use reasonable efforts to minimize such taxes to the extent permissible under applicable law. The parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee to Licensor. [Intentionally OmittedCONTENT PROTECTION & SECURITY.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At least __________ days 8.1 On or prior to the Availability Delivery Date for each Included Program (or earlier if mutually agreed upon by the parties)Program, Licensor shall, at Licensor’s election, shall deliver or make available to Licensee or Licensee’s designee either a Digibeta tape, HDCam master, videotape or an encoded a mezzanine digital file of each Included Program (each Digibeta, HD Cam or digital file, a ““ Copy”) and a trailer for such Included Program (other than a Library Film which is not a Post-1980 Library Film With Trailer for which no trailer is available), each in accordance with the attached Schedule D, together with separate 5.1 audio tracks (if available), closed captioning, metadata for such Included Program in accordance with the attached Schedule E and separate secondary Spanish audio tracks (if available), all required metadata, available other Advertising Materials (as defined belowat Schedule A, Article 12.1) and available music cue sheets. All costs for such Included Program, to create tape or file duplication copies and the extent such Advertising Materials shall are cleared and available. The foregoing materials will be borne solely by Licensee at Licensor’s standard, universally applied rates up subject to a total cost one-time non-recoupable servicing fee in the amount of [One Hundred Fifty Dollars ($___] 150) per Included Program; provided, that, subject to Schedule B, Program (“Servicing Fee”). Licensee shall pay the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included aggregate Servicing Fee for all Included Programs for which Licensee has received full and acceptable delivery during the benefit of Licensor shall be borne by Licensor. Shipping, forwarding, insurance and delivery charges shall be borne by Licensee.] [TBD][TBD; but note Comcast is looking for delivery 45 days prior to start of avail period, and in our necessary specifications preceding month no later than fifteen (including for additional programs after the first year).] Return. Within thirty (3015) days following the last day of the License Period with respect to each Included Program, or expiration or early termination (as permitted herein) of this Agreement, Licensee shall erase or degauss all such Copies and supply Licensor with a certification of erasure or degaussing end of such Copies upon receipt month. Licensor shall be responsible for all other costs and expenses of such certification request delivery (that includes the applicable or otherwise making Included Program(sPrograms available as provided hereunder),)), except for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreement. Licensee shall be solely responsible have the right to determine, collect, bear, remit, pay, inspect each Copy delivered or made available hereunder and hold shall have the right reject any Copies which are not of acceptable technical quality because of failure to meet Licensee’s reasonable customary standards of technical quality for the Licensed Service in the Territory by notifying Licensor forever harmless from and against, any and all taxes thereof (including interest and penalties on any together with a reasonably detailed description of such amounts, but excluding Licensor’s corporate income taxand similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee of the Included Programs or any print, Copy or Advertising Materials of or related to an Included Program, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”failure), and any excise, gross receipts, withholding or similar taxes, duties or charges arising in connection with this Agreement and any Included Programs and any payments due to a music performance society. All prices mentioned in this Agreement are exclusive of and Licensee shall pay to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes due, Licensee shall be solely responsible for complying with such laws, rules or regulations. In no event shall Licensor be liable, nor shall Licensee have any recourse against Licensor, for any taxes imposed on Licensee or its affiliates by the governmental authorities any territory in which License or its affiliates operate or is incorporatedof or related to an Included Program including, without limitation, any payments due to any Collecting Societies, but specifically excluding (i) any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes), and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of any Included Program hereunder, any trailer or other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; and (iii) within thirty (30) days of payment, deliver to Licensor original documentation or a certified copy evidencing such payment (“Withholding Tax Receipt”). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable to and shall reimburse Licensor on demand for the withholding taxes deducted from payments. Licensee shall use reasonable efforts to minimize notify Licensor thereof within fifteen (15) days of such taxes Copy being delivered or made available to Licensee. If Licensee rejects any Copies or trailers pursuant to the extent permissible under applicable lawabove, Licensor shall promptly replace such rejected Copies and/or trailers, as applicable, until such delivery items are technically acceptable. The Notwithstanding anything to the contrary contained herein, Licensee shall have the right, but not the obligation, to edit or modify metadata in order to correct errors, and in the event Licensee exercises such right, Licensee shall notify Licensor in writing thereof; provided that an occasional inadvertent failure to so notify Licensor shall not be a breach of this Agreement. If Licensor disagrees with any of Licensee’s corrections, Licensor may notify Licensee thereof, in which case the parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee shall work together in good faith to Licensor. [Intentionally Omittedresolve such disagreement.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At For each Licensed Program, Licensor shall make available to Licensee at least __________ thirty (30) days prior to the Availability Date (or, for each Included Program (or earlier if mutually agreed upon by those Licensed Programs with more than one Availability Date during the parties), Licensor shallTerm, at Licensor’s election, make available least (30) days prior to Licensee either a Digibeta tape, HDCam master, or an each such Availability Date) for such Licensed Program one (1) encoded mezzanine digital file (each Digibeta, HD Cam or digital fileeach, a “Copy”), together with separate 5.1 audio tracks (if available), closed captioning, and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (defined belowat Schedule A, Section 12.1) and available music cue sheets. All costs Licensor shall use good faith efforts to create ensure that each Copy is in accordance with the specifications set forth in Schedule E. To the extent Licensee requires digital files which deviate from the Copy specifications or requires tape or file duplication copies and Advertising Materials shall be borne solely by masters, Licensor will issue an access letter to Licensee at Licensor’s standard, universally applied rates up to a total cost of [$___] per Included Program; provided, that, subject to Schedule B, the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included for the benefit of Licensor shall appropriate materials and Licensee will be borne by Licensor. Shippingresponsible for encoding or transcoding, forwarding, insurance handling and delivery charges and the associated costs. Licensee shall also be borne by Licensee.] [TBD][TBD; but note Comcast is looking responsible for delivery 45 days prior to start of avail periodreformatting available audio/subtitle files outside the specifications provided herein, and in our necessary specifications (including for additional programs after the first year).] Returnassociated cost. Within thirty (30) days following the last day of the last License Period with respect to each Included Licensed Program, or expiration or early termination (as permitted herein) of this Agreement, Licensee shall erase or degauss all such Copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt such. Unless required by applicable law, no deduction or withholding for or on account of such certification request (that includes any taxes on the applicable Included Program(s),)), except for one (1) copy of each Included Program that has an additional License Period pursuant Fee payable to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereunder. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee Licensor shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed be made by Licensee’s most senior programming officerone (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreement. Licensee agrees that it shall solely be solely responsible to determine, collect, bear, remit, pay, and hold Licensor forever harmless for all applicable taxes imposed on it that arise from and against, any and all taxes (including interest and penalties on any such amounts, but excluding Licensor’s corporate income taxand similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or exhibition by Licensee of the Included Licensed Programs or any print, Copy or Advertising Materials of or related to an Included Programhereunder, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receiptsadded, withholding or similar taxes, duties or charges arising in connection upon its net income. Upon the loss, theft or destruction (other than as required hereunder) of any Copy of a Licensed Program, Licensee shall promptly furnish Licensor with this Agreement and any Included proof of such a loss, theft or destruction by affidavit setting forth the facts thereof. Each Copy of the Licensed Programs and any payments due all Advertising Materials are the property of Licensor, subject only to a music performance society. All prices mentioned in this Agreement are exclusive the limited right of use expressly permitted herein, and Licensee shall pay not permit any lien, charge, pledge, mortgage or encumbrance to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes due, Licensee shall be solely responsible for complying with such laws, rules or regulationsattach thereto. In no event shall Licensor be liable, nor shall Licensee have required to deliver Copies in any recourse against Licensor, for any taxes imposed on Licensee or its affiliates by language version other than the governmental authorities any territory in which License or its affiliates operate or is incorporatedof or related to an Included Program including, without limitation, any payments due to any Collecting Societies, but specifically excluding (i) any taxes based upon Licensor’s income or revenue (excluding sales and similar taxes), and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of any Included Program hereunder, any trailer or other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; and (iii) within thirty (30) days of payment, deliver to Licensor original documentation or a certified copy evidencing such payment (“Withholding Tax Receipt”). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentence, Licensee shall be liable to and shall reimburse Licensor on demand for the withholding taxes deducted from payments. Licensee shall use reasonable efforts to minimize such taxes to the extent permissible under applicable law. The parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee to Licensor. [Intentionally OmittedLicensed Language version.]

PHYSICAL MATERIALS AND TAXES. [Delivery. At least __________ days two (2) weeks prior to the Availability Date for each Included Program Program, Licensor (or earlier if mutually agreed upon by the parties), Licensor shall, at a Licensor’s election, -authorized supplier) shall make available to Licensee either a Digibeta tape, HDCam master, or an encoded mezzanine digital source file (each Digibeta, HD Cam or digital fileeach, a “Copy”)) of such Included Program pursuant to its technical standards, together with separate 5.1 audio tracks (if available), closed captioning, any metadata and separate secondary Spanish audio tracks (if available), all required metadata, available Advertising Materials (as defined belowat Schedule A, Section 12.1) to the extent cleared and available music cue sheetsreadily available. Copies provided by Licensor to Licensee for distribution shall be delivered pre-encoded in Licensor’s standard format and in such event, Licensee shall have the obligation to wrap such copies in the suitable format to conform to the Content Protection Requirements and Obligations. All materials costs to create tape or file duplication copies (including, without limitation, duplication/encoding, shipping and Advertising Materials forwarding charges, and insurance) shall be borne solely by Licensee at which shall be as follows: if provided by Licensor: HD Copy: BRL 1000, and SD Copy: BRL 600 [Note to GVT: this language is for Sony sending materials directly to GVT], if provided by a Licensor-authorized supplier Licensee to pay such supplier’s standard, universally applied rates up standard fees for the relevant copies and shall owe no additional amounts to a total cost of Licensor aside from any costs actually incurred by Licensor related thereto [$___] per Note to GVT: this language is for DLA or Trutech delivering Sony Contents]. Licensee shall pay the materials fee for each Included Program no later than the Availability Date for the relevant Included Program; provided, that, subject to Schedule B, . Licensee’s payment of the parties agree that any costs related to flags, watermarking, or similar type of embedded software, codes or materials, included materials fee for a Copy for an Included Program as set forth above shall cover the benefit of Licensor shall be borne payment for a Copy for use for VOD and DHE exploitation hereunder. [SBo: Physical Material. If provided by Licensor, we should specify when those fees are due. Shipping, forwarding, insurance and delivery charges shall be borne by LicenseeI recommend 60 days before Avail Date.] [TBD][TBD; but note Comcast is looking for delivery 45 days prior to start of avail period, and in our necessary specifications (including for additional programs after the first year).] Return. Within thirty (30) days following (a) the last day of the last VOD License Period with respect to each VOD Included Program and (b) the DHE Avail Term with respect to each DHE Included Program, or expiration or early termination (as permitted herein) of this Agreement, Licensee shall at Licensor’s election either return all copies to Licensor or erase or degauss all such Copies copies and supply Licensor with a certification of erasure or degaussing of such Copies upon receipt of such certification request (that includes the applicable Included Program(s),)), except for one (1) copy of each Included Program that has an additional License Period pursuant to this Agreement or any other agreement between the parties within 1 year of the close of the then-current License Period hereundersuch. In the event the Agreement is terminated for any reason, upon expiration of the Term, upon Licensor’s request pursuant to a Suspension Notice, and, with respect to any Included Program, if such Included Program has been withdrawn pursuant to Article 6 of this Schedule, Licensee shall within seven (7) days return, destroy, delete or disable, at Licensor’s election, all copies and Advertising Materials in its possession and provide Licensor with a certificate of return or destruction (as applicable), signed by Licensee’s most senior programming officerone (1) year of the close of the then-current License Period hereunder or expiration or termination of this Agreementofficer. Licensee shall be solely responsible to determine, collect, bear, remit, pay, pay and hold Licensor forever [SB: legal discussion] harmless from and against, against any and all taxes (including interest and penalties on any such amounts, amounts but excluding Licensor’s other than corporate income taxand and similar taxes), payments or fees required to be paid to any third party now or hereafter imposed, levied, imposed or based upon the licensing, rental, importation, delivery, exhibition, possession, distribution or use hereunder to or by Licensee of the Included Programs or any print, print or any Copy or Advertising Materials of or related to an Included Program, including, without limitation, all sales, use, applicable value added taxes or other national, regional or local sales and use or similar taxes (“Sales Taxes”), and any excise, gross receipts, withholding or similar taxes, duties or charges arising in connection with this Agreement and any Included Programs and any payments due to a music performance society. All prices mentioned in this Agreement are exclusive of and Licensee shall pay to Licensor any Sales Taxes that are owed by Licensee solely as a result of entering into this Agreement and which are required to be collected from Licensee by Licensor under applicable law. In each circumstance where Licensee is responsible under applicable Sales Tax laws, rules or regulations in a Territory to account for any taxes due, Licensee shall be solely responsible for complying with such laws, rules or regulations. In no event shall Licensor be liable, nor shall Licensee have any recourse against Licensor, for any taxes imposed on Licensee or its affiliates by the governmental authorities any territory in which License or its affiliates operate or is incorporatedof or related to an Included Program hereunder, including, without limitation, any payments due to any Collecting Societiesmusic performance society. Notwithstanding the foregoing, but specifically excluding whenever the payments due to Licensor are subject to retention of withholding tax and Condecine on remittance (remessa), Licensee shall (i) any taxes based upon Licensor’s income or revenue (excluding sales deduct and similar taxes)withhold such amounts from the relevant payments, and (ii) any services, deferments, obligations or claims made for services provided or performed by, or rights granted to, any person in connection with any Included Program, nor any responsibility or liability for the making of payments collect them according to or on behalf of any person (including, without limitation, any union, guild, actor, writer, director, producer, craftsman, performer or governmental agency) by virtue of the use made of any Included Program hereunder, any trailer or other elements supplied by Licensor or any non film material supplied by Licensor, all residual and other payments to any such person being the sole responsibility and obligation of Licensor. All prices and payments stated herein shall be exclusive of and made free and clear of and without deduction or withholding for or on account of any tax, duty or other charges, of whatever nature imposed by any taxing or governmental authority, unless such deduction or withholding is required by applicable law, in which case Licensee shall: (i) withhold the legally required amount from payment; (ii) remit such amount to the applicable taxing authority; and (iii) within thirty (30) days of payment, deliver to Licensor, upon request, receipts and any other documents of applicable government authorities evidencing all such withheld and collected amounts. Prior to any and all payment due dates, Licensor original documentation shall inform Licensee about any tax benefits the Licensor may have opted in (e.g. the reduction of Condecine on remittance) and shall promptly notify Licensee of any actions, procedures or a certified copy evidencing requirements involved in such payment option. Licensee shall fully and promptly cooperate and work with Licensor in order to fulfill all necessary requirements regarding such options and their relevant mechanisms at no cost to Licensee. [SB: DELETE BOTH insertions] Upon the loss, theft or destruction (“Withholding Tax Receipt”). In the event Licensee does not provide a Withholding Tax Receipt in accordance with the preceding sentenceother than as required hereunder) of any Copy of an Included Program, Licensee shall be liable promptly furnish Licensor with proof of such a loss, theft or destruction by affidavit setting forth the facts thereof. Each Copy of the Included Programs and all Advertising Materials are the property of Licensor, subject only to the limited right of use expressly permitted herein, and shall reimburse Licensor on demand for the withholding taxes deducted from payments. Licensee shall use reasonable efforts not permit any lien, charge, pledge, mortgage or encumbrance to minimize such taxes attach thereto. In no event shall Licensor be required to deliver copies in any language version other than the extent permissible under applicable lawLicensed Language version. The parties agree that as of the Effective Date, applicable law does not require withholding on payments from Licensee to Licensor. [Intentionally OmittedCONTENT PROTECTION & SECURITY.]