Common use of Cable Programming Services Clause in Contracts

Cable Programming Services. OCC shall provide Cable Programming Services to the Hotels as provided in Exhibits E-1 and E-2, which may be modified as provided herein. Exhibit E-1 sets forth the “Basic Cable Channel Lineup” for each Covered Brand. Exhibit E-2 sets forth the “Optional Expanded Cable Lineup” for all Covered Brands (collectively, the “Cable Lineups”). (a) Each Hotel may elect to receive the Basic Cable Channel Lineup or the Optional Expanded Channel Lineup. As of the Effective Date, OCC’s total direct third party costs (amounts actually paid to appropriate third parties for the right to distribute the applicable cable programming) (“Direct Programming Costs”) are listed for each of the Cable Lineups in Exhibits E-1 and E-2, on a per-available-room basis. (b) The Cable Programming Services *** to arrive at the fees payable by the Hotel per available room per month for the Cable Lineups. As of the Effective Date, this fee is reflected as the “Hotel Payment” in Exhibit E-1 or E-2, as applicable. (c) The parties acknowledge that a Hotel, prior to the installation of the System, might have already entered into an agreement with a third party for the delivery of cable programming services that would otherwise be provided by OCC under this Agreement, and would therefore not be receiving the Cable Programming Services from OCC. In such event, ***. ***. This paragraph shall only apply for the duration of the agreement with the third party for cable programming services, which the Hotel will seek to terminate (or not renew) as soon as reasonably practicable under the circumstances without causing a breach thereunder or incurring any liability thereunder. (d) Marriott shall have the right on a Hotel-by-Hotel basis to substitute one or more cable channels that are commercially available in the Hotel’s area for the same number of cable channels in the Cable Lineups. Such substitution *** without such substitutions. In the event that the total Direct Programming Costs are higher with such substitutions, OCC shall so inform the Hotel, which, if it elects to proceed with the substitutions, shall pay the difference in Direct Programming Costs to OCC. It is understood that having certain channels present in all Hotels could, among other things, increase revenue opportunities for the System. Accordingly, the substitution right described in this paragraph shall not apply to the channels identified as “Protected Channels” in Exhibits E-1 and E-1. In addition, OCC may propose changes to the Protected Channels for Marriott’s review and approval, not to be unreasonably withheld. (e) The Hotel Payments set forth on Exhibits E-1 and E-2 shall be fixed for a period of *** from the Hotel Commencement Date for all Hotels installed during the *** period following the Effective Date. If during such *** period, but not earlier than ***, the documented Direct Programming Cost to OCC of the Cable Lineups increases by more than *** on an aggregate basis over the preceding twelve months, then ***. In no event may OCC replace the following channels: ***. After the expiration of that *** period, the Hotel Payments for the Cable Lineups may be increased ***, such increase not to exceed *** over the amount paid by the Hotel in the preceding twelve months. To the extent such increase exceeds *** over the preceding 12 months, the Hotels shall have the option to (i) substitute channels on Exhibit E-1 so that the aggregate cost does not exceed a *** increase, or (ii) adjust the revenue sharing under Exhibit C so that OCC recovers the amount of any such increase to the extent it exceeds ***. Marriott shall have the right to audit the Direct Programming Costs associated with any such increases. (f) If OCC fails to provide Free-To-Guest Services to a Hotel for at least *** consecutive hours after the Hotel notifies OCC of a System failure such that the Free-To-Guest Services are not adequately received or able to be distributed by a Hotel, then the Hotel shall not be required to make the pro rated Hotel Payments applicable to the days during which the Free-To-Guest Services were not provided.

Cable Programming Services. OCC shall provide Cable Programming Services to the Hotels as provided in Exhibits E-1 and E-2, which may be modified as provided herein. Exhibit E-1 sets forth the “"Basic Cable Channel Lineup” " for each Covered Brand. Exhibit E-2 sets forth the “Optional Expanded Cable Lineup” for all Covered Brands (collectively, the “Cable Lineups”).*** (a) Each Hotel may elect to receive the Basic Cable Channel Lineup or the Optional Expanded Channel Lineup***. As of the Effective Date, OCC’s 's total direct third party costs (amounts actually paid to appropriate third parties for the right to distribute the applicable cable programming) (“"Direct Programming Costs”") are listed for each of the Cable Lineups in Exhibits E-1 and E-2, on a per-available-room basis. (b) The Cable Programming Services *** to arrive at the fees payable by the Hotel per available room per month for the Cable Lineups. As of the Effective Date, this fee is reflected as the “Hotel Payment” in Exhibit E-1 or E-2, as applicable. (c) The parties acknowledge that a Hotel, prior to the installation of the System, might have already entered into an agreement with a third party for the delivery of cable programming services that would otherwise be provided by OCC under this Agreement, and would therefore not be receiving the Cable Programming Services from OCC. In such event, ***. ***. This paragraph shall only apply for the duration of the agreement with the third party for cable programming services, which the Hotel will seek to terminate (or not renew) as soon as reasonably practicable under the circumstances without causing a breach thereunder or incurring any liability thereunder. (d) Marriott shall have the right on a Hotel-by-Hotel basis to substitute one or more cable channels that are commercially available in the Hotel’s 's area for the same number of cable channels in the Cable Lineups. Such substitution *** without such substitutions. In the event that the total Direct Programming Costs are higher with such substitutions, OCC shall so inform the Hotel, which, if it elects to proceed with the substitutions, shall pay the difference in Direct Programming Costs to OCC. It is understood that having certain channels present in all Hotels could, among other things, increase revenue opportunities for the System. Accordingly, the substitution right described in this paragraph shall not apply to the channels identified as “"Protected Channels” " in Exhibits E-1 and E-1. In addition, OCC may propose changes to the Protected Channels for Marriott’s 's review and approval, not to be unreasonably withheld. (e) The Hotel Payments set forth on Exhibits E-1 and E-2 shall be fixed for a period of *** from the Hotel Commencement Date for all Hotels installed during the *** period following the Effective Date. If during such *** period, but not earlier than ***, the documented Direct Programming Cost to OCC of the Cable Lineups increases by more than *** on an aggregate basis over the preceding twelve months, then ***. In no event may OCC replace the following channels: ***. After the expiration of that *** period, the Hotel Payments for the Cable Lineups may be increased ***, such increase not to exceed *** over the amount paid by the Hotel in the preceding twelve months. To the extent such increase exceeds *** over the preceding 12 months, the Hotels shall have the option to (i) substitute channels on Exhibit E-1 so that the aggregate cost does not exceed a *** increase, or (ii) adjust the revenue sharing under Exhibit C so that OCC recovers the amount of any such increase to the extent it exceeds ***. Marriott shall have the right to audit the Direct Programming Costs associated with any such increases. (f) If OCC fails to provide Free-To-Guest Services to a Hotel for at least *** consecutive hours after the Hotel notifies OCC of a System failure such that the Free-To-Guest Services are not adequately received or able to be distributed by a Hotel, then the Hotel shall not be required to make the pro rated Hotel Payments applicable to the days during which the Free-To-Guest Services were not provided.