Common use of DELIVERY AND DISTRIBUTION OF THE SERVICE Clause in Contracts

DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) During the Term, commencing on the pertinent launch date of a System, Network, at its own expense, (x) shall deliver a signal of the Service to the earth station of each System (including a Satellite system), to each subscriber receiving the Service hereunder directly from Network by Satellite, and, for purposes of Section 4(h) hereof, to other locations within the continental United States designated by Affiliate, in its sole and absolute discretion, by transmitting such signal via a domestic satellite commonly used for transmission of cable television programming, and (y) shall fully encrypt the satellite signal of the Service utilizing encryption technology commonly used in the domestic Cable television industry. Except as otherwise provided in this Section 4(a), Affiliate shall, at its own expense, furnish an earth station and all other facilities necessary for the receipt of such satellite transmission and the delivery of such signal of the Service to Service Subscribers. In the event Network either (i) changes the satellite to which the Service is transmitted to a satellite or other transmission medium not susceptible to viewing or utilization by a System's or Systems' then-existing earth station equipment without affecting the receipt of the signals of any other programming or other services then received (or committed to be received) by such System or Systems, (ii) changes the technology used by Network to encrypt the Service to a technology not compatible with a System's or Systems' then-existing descrambling equipment, or (iii) compresses, digitizes or otherwise modifies the signal of the Service in such a manner that it cannot be received or utilized by a System or Systems, then Affiliate shall have the right to discontinue carriage of the Service, immediately, in any such System or Systems and to delete, immediately, such System or Systems from Schedule 1 hereto; provided that this right of discontinuance and deletion shall not apply to any System or Systems if: (1) Network agrees, unconditionally, promptly to reimburse such System or Systems, as the case may be, for (A) the cost to such System or Systems to acquire and install equipment necessary for such System or Systems to receive the signal of the Service from such new satellite or other transmission medium, and/or (B) the cost to such System or Systems to acquire and install equipment necessary for such System or Systems to descramble, receive and/or utilize the signal of the Service; (2) physical space exists at the then-existing headend or earth station site to accommodate the necessary equipment; and (3) current zoning and other legal and technical restrictions permit such additional equipment. Network agrees to provide Affiliate with at least one hundred twenty (120) days' prior written notice of a satellite or technology change as set forth in subsections (i) through (iii) above; provided, however, that if a satellite change is the result of a force majeure event as set forth in Section 10 hereof, Network agrees to provide Affiliate with written notice as soon as practicable. Notwithstanding anything in this Section 4(a) or elsewhere in this Agreement to the contrary, Affiliate may, in the full exercise of its rights hereunder, utilize either the signal of the Service delivered by Network or the signal of the Service delivered by any other entity authorized by Network to distribute the Service. (b) Network shall deliver to each System and to each subscriber receiving the Service by Satellite hereunder a video and audio signal of the Service of a technical quality at least comparable to the technical quality of audio and video signals delivered by other cable television programming services in the Territory. Each System, if any, will deliver to its Service Subscribers a principal video and audio signal of the Service of a technical quality at least comparable to the quality of other cable television programming services delivered by such System to its subscribers in the same format as the Service, but in no event shall such System be required to deliver such signals of a technical quality higher than the technical quality of the video and audio signal of the Service as delivered by Network hereunder. (c) Each System or other video distribution system or enterprise may carry the Service as a full-time service in an analog format, a digital or modified format, or in any combination thereof; provided, however, that any System or other video distribution system or enterprise may carry the Service as a part-time service with Network's prior consent. Except as otherwise provided herein, the Systems, if any, will distribute the Service during the hours it is carried by such Systems, without alteration, editing or delay. Network agrees that Affiliate will have complete authority to control, to designate and to change the channel(s) over which the Service is to be carried on each System. (d) Network retains and reserves any and all rights in and to all signal distribution capacity contained within the bandwidth of the signal of the Service, including, without limitation, the vertical blanking interval ("VBI"), audio subcarriers and all other distribution capacity contained within the bandwidth of the signal of the Service between Network's uplink facilities and the Systems or Affiliate's other first downlink facilities. Affiliate retains and reserves any and all rights in and to, and may use in its sole discretion, all signal distribution capacity contained within the bandwidth of the signal of the Service, including, without limitation, the VBI, audio subcarriers or channels and any other portions of the bandwidth that may be created or made usable as a result of the conversion of the signal of the Service from its current format to any other format, from each System or other first downlink facility to the Service Subscribers served by such System or other first downlink facility. Notwithstanding the foregoing, if Network uses (i) one (1) line of the VBI contained within the bandwidth of the signal of the Service for closed-captioning for the hearing impaired, (ii) one (1) or more lines of the VBI contained within the bandwidth of the signal of the Service (which number of lines shall be limited to the minimum number of lines necessary to comply with applicable law) solely and exclusively for the transmission of data for the identification and rating of video programming that contains sexual, violent or other indecent material in accordance with applicable law, and/or (iii) one (1) audio subcarrier that is required for a foreign-language second audio programming ("SAP") only, then Affiliate shall transmit such closed-captioning service, identification and rating data, and/or foreign-language SAP, as the case may be, to (A) Service Subscribers who receive the Service in an analog format, and (B) Service Subscribers who receive the Service in a digital format utilizing a set-top box that is capable of receiving and presenting information included in the data stream that contains the data for the closed-captioning service, identification and rating data, and/or foreign-language SAP, as the case may be; provided, however, that Affiliate shall only be required to transmit such closed-captioning service, identification and rating data, and/or foreign-language SAP, as the case may be, in a digital format if Network delivers the same to Affiliate in a format reasonably specified by Affiliate and if no other information, service, programming, data, material or product is contained on the same line(s) of the VBI as any closed-captioning service, identification and rating data, and/or foreign-language SAP, as the case may be, is contained. Furthermore, Network covenants that it shall deliver any closed-captioning service, identification and rating data, and/or foreign-language SAP, as the case may be, to Affiliate in a format reasonably specified by Affiliate, and that no other information, service, programming, data, material or product shall be contained on the same line(s) of the VBI as any closed-captioning service, identification and rating data, and/or foreign-language SAP, as the case may be. Nothing herein shall preclude Affiliate from exercising and exploiting the rights retained and reserved by Affiliate pursuant to this Section 4(d) by any means and in any locations freely and without restriction; provided, however, that any such use by Affiliate or the Systems shall not materially degrade, or otherwise materially interfere with, the picture quality of the Service or the audio portion of the signal of the Service that is the principal audio carriage frequency of the Service. In the event that Network uses the signal distribution capacity contained within the bandwidth of the signal of the Service, including, without limitation, the VBI or audio subcarriers, for the transmission of any other service, programming, data, material or product, Network shall not promote such service, programming, data, material or product on the Service without the prior written consent of Affiliate. (e) [*] (f) Except as otherwise permitted herein, Affiliate shall not itself, and shall not authorize others to, copy, tape or otherwise reproduce any part of the Service without Network's prior written authorization. Affiliate shall not be responsible for home taping by anyone viewing the Service and Affiliate may promote home taping as part of Affiliate's marketing efforts. Network acknowledges that this Section 4(f) does not restrict Affiliate's practice of connecting its subscribers' videocassette recorders, or other devices susceptible to use for home duplication of video programming, to the facilities of a System. [*] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (g) Network agrees that if it offers or has offered, or grants or has granted (including, without limitation, any grant by Network's knowledge of and acquiescence to a third party's exercise of rights not expressly granted to it), to any third party (including an affiliate of Network), the right to copy, tape or reproduce any portion of the Service programming and to exhibit, distribute and sell such portions of the Service programming, via a file server or any other technology, at times other than the time of original transmission by Network, then Network shall promptly offer such right to Affiliate on a basis at least as favorable as the grant or offer of such right to such third party. (h) Network hereby grants Affiliate the right to digitize, compress, modify, replace or otherwise technologically manipulate the signal of the Service as received by Affiliate, and to transmit the signal as so altered (the "Altered Signal") to a satellite or satellites, or to a location within the continental United States designated by Affiliate (in its sole and absolute discretion), for distribution to Systems and redistribution to terrestrial or other reception sites capable of receiving and utilizing the Altered Signal, provided that no such alteration, transmission, redistribution or reception will cause a material change in an average viewer's perception of the principal video or principal audio presentation of the Service. Network hereby grants Affiliate (i) the right to deliver the Altered Signal for the uses set forth in Section 1(a) hereof, and (ii) the right to transmit the Altered Signal to any affiliated and unaffiliated distributor, provided that such distributor is authorized by Network pursuant to a written agreement or otherwise to receive and/or distribute the Service in any format. Network shall not interfere with or prevent, or change the signal of the Service in such a way as technically or technologically to defeat, the receipt, digitization, compression, modification, replacement, manipulation or other alteration of the signal of the Service by Affiliate, any affiliate of Affiliate, or any System pursuant to this Section 4(h). In the event Network does so interfere, Affiliate may, in addition to any and all remedies available to Affiliate, at law and in equity, discontinue carriage of the Service, immediately, on any or all Systems and delete, immediately, such System or Systems from Schedule 1 hereto. (i) Network hereby grants to Affiliate the right to transmit the signal of the Service as received by any System to the Cable television system(s) of one or more unaffiliated third parties; provided that each such third party is authorized by Network pursuant to a written agreement or otherwise to receive and/or distribute the signal of the Service. Network also hereby grants Affiliate the right to receive the signal of the Service from any unaffiliated third party. (j) Upon request by Affiliate, Network agrees to negotiate in good faith with Affiliate regarding the joint creation, development and distribution of a three-dimensional or other augmented or enhanced version of the Service or the Service programming. In addition, Network agrees that if it offers or has offered, or grants or has granted (including, without limitation, any grant by Network's acquiescence in a third party's exercise of rights not expressly granted to it), to any third party (including an affiliate of Network) the right to exhibit, distribute, subdistribute and/or authorize the reception of any three-dimensional or other augmented or enhanced version of the Service or the Service programming, whether or not such version is offered in conjunction with or separate from the Service, then Network shall promptly offer such right to Affiliate on a basis at least as favorable as the grant or offer of such right to such third party. (k) [*]

DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) During the Term, commencing on the pertinent launch date of a System, NetworkNetwork shall, at its own expense, (x) shall deliver a signal of the Service to the earth station of each System (including a Satellite system)System, to each subscriber receiving the Service hereunder directly from Network by Satelliteof Affiliate's Satellite Subscribers, and, for purposes of Section 4(h4(g) hereof, to other locations within the continental United States designated by Affiliate, Affiliate (in its sole and absolute discretion), by transmitting such signal via a domestic satellite commonly used for transmission of cable television programming. In addition, and no later than twelve (y12) shall months after the date on which the number of full-time equivalent cable television subscribers to the service first reaches twenty (20) million subscribers, Network shall, at its own expense, fully encrypt encode the satellite signal of the Service utilizing encryption scrambling technology commonly used in the domestic Cable cable television industry. Except as otherwise provided in this Section 4(a), Affiliate shall, at its own expense, furnish an earth station and all other facilities including, without limitation, decoders commonly used in the domestic cable television industry, necessary for the receipt of such satellite transmission and the delivery of such signal of to the Service to Service Subscribers. In the event Network either (i) changes the satellite to which the Service is transmitted to a satellite or other transmission medium not susceptible to viewing or utilization by a System's or Systems' then-existing earth station equipment without affecting the receipt and such satellite does not carry at least three (3) of the signals of any other top ten (10) cable television programming or other services then received networks (or committed such networks to be received) determined based on the number of subscribers reported by such System ▇. ▇. ▇▇▇▇▇▇▇ Company), or Systems, (ii) changes the technology used by Network to encrypt the Service to a technology not compatible with a System's or Systems' then-existing descrambling equipmentcommonly used in the domestic cable television industry, or (iii) compressesAffiliate shall then have the right to delete from Schedule 1 of this Agreement, digitizes or otherwise modifies the signal of the Service in immediately, such a manner that it cannot be received or utilized by a System or Systems, then Affiliate shall have the right and to discontinue carriage of the Service, immediately, in any from such System or Systems and to delete, immediately, such System or Systems from Schedule 1 heretoSystems; provided that this right of deletion and discontinuance and deletion shall not apply to any System or Systems if: , (1) Network agrees, unconditionally, to promptly to reimburse such System or Systems, as the case may be, for (A) for the cost to such System or Systems to acquire and install equipment necessary for such System or Systems to receive the signal of the Service from such new satellite or other transmission mediumsatellite, and/or (B) for the cost to such System or Systems to acquire and install new equipment necessary for such System or Systems to descramble, receive and/or utilize the signal of the Service; and (2) physical space exists at the then-existing headend or earth station site to accommodate the necessary equipment; and (3) current zoning and other legal and technical restrictions permit permits such additional equipment. In the event Network agrees to provide Affiliate with at least one hundred twenty (120x) days' prior written notice compresses the signal of a satellite the Service, (y) digitizes the signal of the Service, or technology change as set forth in subsections (iz) through (iii) above; provided, however, that if a satellite change is changes the result method of a force majeure event as set forth in Section 10 hereof, Network agrees to provide Affiliate with written notice as soon as practicable. Notwithstanding anything in this Section 4(a) or elsewhere in this Agreement to the contrary, Affiliate may, in the full exercise of its rights hereunder, utilize either encryption after the signal of the Service delivered by Network or is first encrypted, in such a manner that the signal of the Service delivered cannot be received or utilized by any other entity authorized by a System or Systems, Network shall, at its sole and exclusive option, either promptly reimburse each System for the cost to distribute purchase and/or deploy the equipment necessary for such System to receive or utilize the signal of the Service, or promptly supply to each System all of the equipment necessary for such System to receive or utilize the signal of the Service. The preceding sentence shall only apply to Systems carrying the signal of the Service as of the date of such a compression, digitization or encryption change, and any System that is so compensated shall rebate to Network such compensation in the event it discontinues carriage of the Service earlier than one year after receiving such compensation. (b) Network shall deliver provide to each System and to each subscriber receiving the Service by of Affiliate's Satellite hereunder Subscribers a video and audio signal of the Service of a technical quality at least equivalent to the greater of the following: (i) comparable to the technical quality of audio and video signals delivered by other cable television programming services services, or (ii) the technical standards set forth in Exhibit C hereof. If, at any time during the Term, Network converts to a format other than its current analog format, Network and Affiliate shall negotiate in good faith to agree upon replacement specifications for Exhibit C; provided, however, that the technical quality of the video and audio signal under the replacement specifications shall not be of a lesser technical quality than the video and audio signal quality of the Service required hereunder in the Territorymonth immediately preceding the conversion to a non-analog format. Each System, if any, will deliver to its Service Subscribers a principal video and audio signal of the Service of a technical quality at least comparable to the quality of other cable television programming services delivered by such System to its subscribers in the same format as the Serviceservices, but in no event shall such System be required to deliver such signals of a technical quality higher than the technical quality of the video and audio signal of the Service as delivered provided by Network hereunder. (c) Each System or other video distribution system or enterprise The Systems, if any, may carry distribute the Service as a full-time service in an analog format, a digital or modified format, or in any combination thereofpart-time service; provided, however, that that, subject to Section 4(i) hereof, any System or other video distribution system or enterprise may carry the Service as a part-time service with Networkcarriage of the Service shall consist of at least a continuous four (4) hour block of the programming of the Service. Affiliate acknowledges that in order to qualify for Affiliate's prior consentRevenue Share (as defined in Section 7 hereof), a System must distribute the Service either: (i) at least eight (8) hours each day between the hours of 6:00 a.m. and midnight, or (ii) at least an aggregate of fifty-six (56) hours each week. Except as otherwise provided herein, the Systems, if any, will distribute the Service during the hours it is carried by such Systems, without alteration, editing or delay. Network agrees that Affiliate will have complete authority to control, to designate and to change the channel(s) over which the Service is to be carried on each System. (d) Network retains and reserves any and all rights in and to all signal distribution capacity contained within the bandwidth of the signal of the Service, including, without limitation, the vertical blanking interval ("VBI"), audio subcarriers and all other distribution capacity contained within the bandwidth of the signal of the Service between Network's uplink facilities and the Systems or Affiliate's other first downlink facilities. Affiliate retains and reserves any and all rights in and to, and may use in its sole discretion, all signal distribution capacity contained within the bandwidth of the signal of the Service, including, without limitation, the VBI, audio subcarriers or channels and any other portions of the bandwidth that may be created or made usable as a result of the conversion of the signal of the Service from its current format to any a compressed, digital or other non- analog format, as received at each System or Affiliate's other first downlink facilities from each such System or other first downlink facility to the Service service Subscribers served by such System or other first downlink facility. Notwithstanding the foregoing, if Network uses (i) one (1) line of the VBI contained within the bandwidth of the signal of the Service for closed-closed captioning for the hearing impaired, (ii) one (1) or more lines of the VBI contained within the bandwidth of the signal of the Service (which number of lines shall be limited to the minimum number of lines necessary to comply with applicable law) solely and exclusively for the transmission of data for the identification and rating of video programming that contains sexual, violent or other indecent material in accordance with applicable law, and/or (iii) one (1) audio subcarrier that is required for a foreign-language second audio programming ("SAP") only, impaired then Affiliate shall transmit such closed-closed captioning service, identification and rating data, and/or foreign-language SAP, as the case may be, service to (A) Service Subscribers who (i) receive the Service in an analog format, and and/or (Bii) Service Subscribers who receive the Service in a digital format utilizing a set-top box that which is capable of receiving and presenting information included in the data stream that which contains the data for the closed-closed captioning service, identification and rating data, and/or foreign-language SAP, as the case may be; provided, however, that Affiliate shall only be required to transmit such closed-closed captioning service, identification and rating data, and/or foreign-language SAP, as the case may be, service in a digital format if Network delivers the same closed captioning service to Affiliate in a format reasonably specified by Affiliate and if no other information, service, programming, data, material or product is contained on the same line(s) of the VBI as any closed-captioning service, identification and rating data, and/or foreign-language SAP, as the case may be, is contained. Furthermore, Network covenants that it shall deliver any closed-captioning service, identification and rating data, and/or foreign-language SAP, as the case may be, to Affiliate in a format reasonably specified by Affiliate. In addition, and that no other information, service, programming, data, material or product shall be contained on the same line(s) of the VBI as any closed-captioning service, identification and rating data, and/or foreign-language SAP, as the case may be. Nothing herein shall preclude Affiliate from exercising and exploiting the rights retained and reserved by Affiliate pursuant to this Section 4(d) by any means and in any locations freely and without restriction; provided, however, that any such use by Affiliate or the Systems shall not materially degrade, or otherwise materially interfere with, the picture quality if Network uses one audio subcarrier of the Service or the audio portion of the signal of the Service that is the principal audio carriage frequency of the Service. In the event that Network uses the signal distribution capacity contained within the bandwidth of the signal for a Spanish language translation of the Service, including, without limitation, the VBI or audio subcarriers, for the transmission of any other service, programming, data, material or product, Network shall not promote such service, programming, data, material or product on the Service without the prior written consent of Affiliate. (e) [*] (f) Except as otherwise permitted herein, then Affiliate shall not itself, and shall not authorize others to, copy, tape or otherwise reproduce any part transmit such Spanish language translation of the Service without Network's prior written authorization. Affiliate shall not be responsible for home taping by anyone viewing to Service Subscribers who (A) receive the Service and Affiliate may promote home taping as part of Affiliate's marketing efforts. Network acknowledges that this Section 4(fin an analog format, and/or (B) does not restrict Affiliate's practice of connecting its subscribers' videocassette recorders, or other devices susceptible to use for home duplication of video programming, to the facilities of a System. [*] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. (g) Network agrees that if it offers or has offered, or grants or has granted (including, without limitation, any grant by Network's knowledge of and acquiescence to a third party's exercise of rights not expressly granted to it), to any third party (including an affiliate of Network), the right to copy, tape or reproduce any portion of receive the Service programming and to exhibit, distribute and sell such portions of the Service programming, via in a file server or any other technology, at times other than the time of original transmission by Network, then Network shall promptly offer such right to Affiliate on digital format utilizing a basis at least as favorable as the grant or offer of such right to such third party. (h) Network hereby grants Affiliate the right to digitize, compress, modify, replace or otherwise technologically manipulate the signal of the Service as received by Affiliate, and to transmit the signal as so altered (the "Altered Signal") to a satellite or satellites, or to a location within the continental United States designated by Affiliate (in its sole and absolute discretion), for distribution to Systems and redistribution to terrestrial or other reception sites set-top box which is capable of receiving and utilizing presenting information included in the Altered Signal, provided that no data stream which contains the data for such alteration, transmission, redistribution or reception will cause a material change in an average viewer's perception of the principal video or principal audio presentation of the Service. Network hereby grants Affiliate (i) the right to deliver the Altered Signal for the uses set forth in Section 1(a) hereof, and (ii) the right to transmit the Altered Signal to any affiliated and unaffiliated distributor, provided that such distributor is authorized by Network pursuant to a written agreement or otherwise to receive and/or distribute the Service in any format. Network shall not interfere with or prevent, or change the signal of the Service in such a way as technically or technologically to defeat, the receipt, digitization, compression, modification, replacement, manipulation or other alteration of the signal of the Service by Affiliate, any affiliate of Affiliate, or any System pursuant to this Section 4(h). In the event Network does so interfere, Affiliate may, in addition to any and all remedies available to Affiliate, at law and in equity, discontinue carriage of the Service, immediately, on any or all Systems and delete, immediately, such System or Systems from Schedule 1 hereto. (i) Network hereby grants to Affiliate the right to transmit the signal of the Service as received by any System to the Cable television system(s) of one or more unaffiliated third parties; provided that each such third party is authorized by Network pursuant to a written agreement or otherwise to receive and/or distribute the signal of the Service. Network also hereby grants Affiliate the right to receive the signal of the Service from any unaffiliated third party. (j) Upon request by Affiliate, Network agrees to negotiate in good faith with Affiliate regarding the joint creation, development and distribution of a three-dimensional or other augmented or enhanced version of the Service or the Service programming. In addition, Network agrees that if it offers or has offered, or grants or has granted (including, without limitation, any grant by Network's acquiescence in a third party's exercise of rights not expressly granted to it), to any third party (including an affiliate of Network) the right to exhibit, distribute, subdistribute and/or authorize the reception of any three-dimensional or other augmented or enhanced version of the Service or the Service programming, whether or not such version is offered in conjunction with or separate from the Service, then Network shall promptly offer such right to Affiliate on a basis at least as favorable as the grant or offer of such right to such third party. (k) [*]Spanish language

DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) During the Term, commencing on the pertinent launch date of a System, Network, at its own expense, (x) shall deliver a signal of the Service to the earth station of each System (including a Satellite system)System, to each subscriber receiving the Service hereunder directly from Network by Satellitesatellite hereunder, and, for purposes of Section 4(h) hereof, to other locations within the continental United States designated by Affiliate, in its sole and absolute discretion, by transmitting such signal via a domestic satellite commonly used for transmission of cable television programming, and (y) shall fully encrypt the satellite signal of the Service utilizing encryption technology commonly used in the domestic Cable cable television industry. Except as otherwise provided in this Section 4(a), Affiliate shall, at its own expense, furnish an earth station and all other facilities necessary for the receipt of such satellite transmission and the delivery of such signal of the Service to Service Subscribers. In the event Network either (i) changes the satellite to which the Service is transmitted to a satellite or other transmission medium not susceptible to viewing or utilization by a System's or Systems' then-existing earth station equipment without affecting the receipt of the signals of any other programming or other services then received (or committed to be received) by such System or Systems, (ii) changes the encryption technology used by Network to encrypt the Service to a technology not compatible with a System's or Systems' then-existing descrambling equipment, or (iii) compresses, digitizes or otherwise modifies the signal of the Service in such a manner that it cannot be received or utilized by a System or Systems, then Affiliate shall have the right to discontinue carriage of the Service, immediately, in any such System or Systems and to delete, immediately, such System or Systems from Schedule 1 hereto; provided that this right of discontinuance and deletion shall not apply to any System or Systems if: (1) unless Network agrees, unconditionally, promptly to reimburse such System or Systems, as the case may be, for (A) the cost to such System or Systems costs to acquire and install the necessary equipment necessary for such System or Systems to receive the signal of the Service from such new satellite or other transmission medium, and/or (B) the cost to such System or Systems to acquire and install equipment necessary for such System or Systems to descramble, receive and/or utilize the signal of the Service; (2) physical space exists at the then-existing headend or earth station site to accommodate the necessary equipment; and (3) current zoning and other legal and technical restrictions permit such additional equipment. Network agrees to provide Affiliate with at least one hundred twenty (120) days' prior written notice of a satellite or technology change as set forth in subsections (i) through (iii) above; providedexcept that, however, that if a satellite change is the result of a force majeure event as set forth in Section 10 hereof, Network agrees to provide Affiliate with written notice as soon as practicable. Notwithstanding anything in this Section 4(a) or elsewhere in this Agreement to the contrary, Affiliate may, in the full exercise of its rights hereunder, may utilize either the signal of the Service delivered by Network or the signal of the Service delivered by any other entity authorized by Network to distribute the Service. (b) Network shall deliver to each System and to each subscriber receiving the Service by Satellite satellite hereunder a video and audio signal of the Service of a technical quality at least comparable to the technical quality of audio and video signals delivered by other cable television programming services in the Territoryservices. Each System, if any, will deliver to its Service Subscribers a principal video and audio signal of the Service of a technical quality at least comparable to the quality of other cable television programming services delivered by such System to its subscribers in the same format as the Service, but in no event shall such System be required to deliver such signals of a technical quality higher than the technical quality of the video and audio signal of the Service as delivered by Network hereunder. (c) Each System or other video distribution system or enterprise may carry distribute the Service as a full-time service in or part-time, using an analog formatanalog, a digital or modified format, any other format (or in any combination thereof; provided, however, that any System or other video distribution system or enterprise may carry the Service as a part-time service with Network's prior consentof formats). Except as otherwise provided herein, the Systems, if any, will distribute the Service during the hours it is carried by such Systems, distributed without alteration, editing or delay. Network agrees that Affiliate will have complete authority to control, to designate and to change control the channel(s) over which the Service is to be carried on each System. (d) Network retains and reserves any and all rights in and to all signal distribution capacity contained within the bandwidth of the signal of the Service, including, without limitation, the vertical blanking interval or its digital equivalent ("VBI"), audio subcarriers and all other distribution capacity contained within the bandwidth of the signal of the Service between Network's uplink facilities and the Systems or Affiliate's other first downlink facilities. Affiliate retains and reserves any and all rights in and to, and may use in its sole discretion, all signal distribution capacity contained within the bandwidth of the signal of the Service, including, without limitation, the VBI, audio subcarriers or channels and any other portions of the bandwidth that may be created or made usable as a result of the conversion of the signal of the Service from its current format to any other format, from each System or other first downlink facility to the Service Subscribers served by such System or other first downlink facilityfacility so long as the exercise of such rights does not materially adversely interfere with the picture quality of the Service or the principal audio component of the Service. Notwithstanding the foregoing, if Network uses (i) one (1) line of the VBI contained within the bandwidth of the signal of the Service for closed-captioning for the hearing impaired, and/or (ii) one (1) or more lines of the VBI contained within the bandwidth of the signal of the Service (which number of lines shall be limited to the minimum number of lines necessary to comply with applicable law) solely and exclusively for the transmission of data for the identification and rating of video programming that contains sexual, violent or other indecent material in accordance with applicable law, and/or (iii) one (1) audio subcarrier that is required for a foreign-language second audio programming ("SAP") only, then Affiliate shall transmit such closed-captioning service, and/or identification and rating data, and/or foreign-language SAP, as the case may be, to so long as (A) Service Subscribers who receive the Service in an analog format, and (B) Service Subscribers who receive the Service in a digital format utilizing a set-top box that is capable of receiving and presenting information included in the data stream that contains the data for the closed-captioning service, identification and rating data, and/or foreign-language SAP, as the case may be; provided, however, that Affiliate shall only be required to transmit such closed-captioning service, identification and rating data, and/or foreign-language SAP, as the case may be, in a digital format if Network delivers the same to Affiliate in a format reasonably specified by Affiliate Affiliate, and if no (B) Network does not transmit any other information, service, programming, data, material or product is contained information on the same line(s) of the VBI as any closed-captioning service, service and/or identification and rating data, and/or foreign-language SAP, as the case may be, is contained. Furthermore, Network covenants that it shall deliver any closed-captioning service, service and/or identification and rating data, and/or foreign-language SAP, as the case may be, data to Affiliate in a format reasonably specified by Affiliate, and that no other information, service, programming, data, material or product shall be contained on the same line(s) of the VBI as any closed-captioning service, identification and rating data, and/or foreign-language SAP, as the case may be. Nothing herein shall preclude Affiliate from exercising and exploiting the rights retained and reserved by Affiliate pursuant to this Section 4(d) by any means and in any locations freely and without restriction; provided, however, that any such use by Affiliate or the Systems shall not materially degrade, or otherwise materially interfere with, the picture quality of the Service or the audio portion of the signal of the Service that is the principal audio carriage frequency of the Service. In the event that Network uses the signal distribution capacity contained within the bandwidth of the signal of the Service, including, without limitation, the VBI or audio subcarriers, Service for the transmission of any other service, programming, data, material service or product, Network shall not promote such service, programming, data, material service or product on the Service without the prior written consent of Affiliate. Network acknowledges that Affiliate (1) has no obligation to transmit through to its Service subscribers any interactive, data or electronic commerce applications associated with, accompanying or transmitted with the principal video and audio signal of the Service, and (2) may digitize or redigitize the signal of the Service utilizing certain technology, the effect of which may be to reduce the data rate and/or resolution related to the Service, and that the implementation of any such technology is permitted by this Agreement. (e) [*]Each System or other video distribution system or enterprise may carry the Service on the basic level of service, on any tier, in a package or packages of other services, a la carte, or in any combination thereof. (f) Except as otherwise permitted herein, Affiliate shall not itself, and shall not authorize others to, copy, tape or otherwise reproduce any part of the Service without Network's prior written authorizationconsent. Affiliate shall not be responsible for home taping by anyone viewing the Service and Affiliate may promote home taping as part of Affiliate's marketing efforts. Network acknowledges that this Section 4(f) does not restrict Affiliate's practice of connecting connect its subscribers' videocassette recorders, recorders or other devices susceptible to use for in-home duplication of video programming, devices to the facilities of a System. [*] CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONSAffiliate may also promote home taping as part of its marketing efforts. (g) Network agrees that if it offers or has offered, or grants or has granted (including, without limitation, any grant by Network's knowledge of and acquiescence to in a third party's exercise of rights not expressly granted to it), ) to any third party (including an affiliate of Network)): (i) the right to distribute a three-dimensional or other augmented or enhanced version of the Service or the Service programming, (ii) the right to distribute a multimedia, interactive and/or computer application(s) related to or based on the Service or the Service programming, or (iii) the right to copy, tape or reproduce any portion of the Service programming and to exhibit, distribute and sell such portions of the Service programming, via a file server or any other technology, at times other than the time of original transmission by Network, (subsections (i), (ii) and (iii) of this Section 4(g) are individually and collectively referred to herein as "Alternative Applications Right(s)"), then Network shall promptly offer such right Alternative Applications Right(s) to Affiliate on a basis terms and conditions, each one of which is at least as favorable as the grant that offered or offer of such right granted to any such third party, provided, that any such terms and conditions must relate solely to the exercise of the pertinent Alternative Application Right. (h) Network hereby grants Affiliate shall have the right to digitize, compress, modify, replace or otherwise technologically manipulate the signal of compress and/or reuplink the Service as received by Affiliate, and to transmit the signal as so altered (the "Altered Signal") to a satellite or satellites, or to a location within the continental United States designated by Affiliate (in its sole and absolute discretion), for distribution to Systems and redistribution to terrestrial or other reception sites capable of receiving and utilizing the Altered Signal, provided that no such alteration, transmission, redistribution or reception will cause a material change in an average viewer's perception of the principal video or principal audio presentation of the Service. Network hereby grants Affiliate (i) the right to deliver the Altered Signal for the uses set forth in Section 1(a) hereofService Subscribers, and (ii) the right to transmit the Altered Signal to any other affiliated and unaffiliated distributor, provided that distributors so long as any such other distributor is authorized by Network (pursuant to a written agreement or otherwise otherwise) to receive and/or distribute the Service in any format. Network shall not interfere with Affiliate's (or prevent, or change the signal of the Service in such a way as technically or technologically its affiliates') ability to defeat, the receipt, digitization, compression, modification, replacement, manipulation or other alteration of the signal of the Service by Affiliate, any affiliate of Affiliate, or any System pursuant to this Section 4(h). In the event Network does so interfere, Affiliate may, in addition to any digitize and all remedies available to Affiliate, at law and in equity, discontinue carriage of compress the Service, immediately, on any or all Systems and delete, immediately, such System or Systems from Schedule 1 hereto. (i) Network hereby grants to Affiliate shall have the right to transmit the signal of the Service as received by any System to the Cable television system(s) of one or more unaffiliated third parties; provided that each distributors so long as any such third party distributor is authorized by Network (pursuant to a written agreement or otherwise otherwise) to receive and/or distribute the signal of the Service. Network also hereby grants Affiliate shall have the right to receive the signal of the Service from any unaffiliated third party. (j) Upon request by Affiliate, Network agrees to negotiate in good faith with Affiliate regarding the joint creation, development and distribution of a three-dimensional or other augmented or enhanced version distributor of the Service or the Service programming. In addition, Network agrees that if it offers or has offered, or grants or has granted (including, without limitation, any grant by Network's acquiescence in a third party's exercise of rights not expressly granted to it), to any third party (including an affiliate of Network) the right to exhibit, distribute, subdistribute and/or authorize the reception of any three-dimensional or other augmented or enhanced version of the Service or the Service programming, whether or not such version is offered in conjunction with or separate from the Service, then Network shall promptly offer such right to Affiliate on a basis at least as favorable as the grant or offer of such right to such third party. (k) [*]