DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) During the Term, Network shall, at its own expense, deliver a signal of the Service to the earth station(s) of each System, to each PPV Satellite Subscriber and to each Service Satellite Subscriber and to any other location 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 domestic cable television programming and shall, at its own expense, continue to fully encode the satellite signal of the Service utilizing scrambling 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 to the PPV Cable Subscribers and/or Service Cable subscribers (each as defined herein). In the event Network either (i) 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 (ii) changes the satellite to which the Service is transmitted to a satellite not susceptible to viewing by a System's or Systems' then-existing earth station equipment, Affiliate shall then have the right to delete from Schedule 1 of this Agreement, immediately, such System or Systems, and to discontinue carriage of the Service, immediately; from such System or Systems; provided that this right of deletion and discontinuance shall not apply to any System or Systems if, (1) Network agrees, unconditionally, to reimburse such system or Systems, either, as the case may be, (A) for the cost to such System or Systems to acquire and install new equipment necessary for such System or Systems to descramble the signal of the Service, and/or (B) for the cost to purchase and install equipment reasonably necessary for such System or Systems to receive the Service from such new satellite; (2) physical space exists at the then-existing head-end or earth station site to accommodate the necessary equipment; and (3) current zoning and other restrictions permit such additional equipment. (b) Network shall provide to each System distributing the Service and to each PPV Satellite Subscriber and to each Service. Satellite Subscriber a video and audio signal of the Service of a technical quality 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; or (ii) the technical standards set forth in Exhibit c hereof. If, at any time during the Term, Network converts to a digital or other non-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 month immediately preceding the conversion to a digital or other non-analog format. Each System will deliver to its Service Cable Subscribers and PPV cable Subscribers a principal video and audio signal of the Service of a technical quality at least comparable to other cable television programming services, but in no event higher than the technical quality provided by Network hereunder. (c) The Systems, if any, shall carry the Service no less than ten (10) hours per day, but may carry the Service any number of hours per day in excess of ten (10) if the Service is made available for more than ten (10) hours per day. Other than as specifically permitted in this Agreement, Affiliate will not insert or remove any material into or from the Service. Notwithstanding the foregoing, Network hereby grants each System which does not, at the pertinent time, have another pre-emptible or unused, technically capable channel available, permission to pre-empt such ten (10) hours of the Service for exhibition of up to four (4) Pay-per-view, (as defined below) events (which may not be movies) per month, (including replays of any such events); provided that Affiliate shall not pre-empt such ten (10) hours of the service for exhibition of Pay-per-view events or features, the content of which is substantially similar to the content of the Service 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) Each System retains and reserves any and all rights in and to all signal distribution capacity contained within the bandwidth of the Service after receipt at each System, including, without limitation, the vertical blanking interval and audio sub-carriers (and any other portions of the bandwidth that may be created as a result of the conversion of the signal of the Service to a compressed, digital or non-analog format), Network shall not use any of the bandwidth other than as provided herein without the prior written consent of Affiliate. Nothing herein shall preclude Affiliate from exercising and exploiting such rights by any means and in any locations freely and without restriction; provided, however, that any such use by Affiliate or the Systems shall not degrade, or otherwise interfere with, the picture quality of the Service or the audio portion of the Service signal which is the principal audio carriage frequency of the Service. In the event Affiliate offers to a third-party provider of cable television programming services (which is not an affiliate of Affiliate) the right to use portions of the signal distribution capacity contained within the bandwidth of the Service (other than the portion of the bandwidth used by the service and other than portions of the bandwidth made usable by conversion by Affiliate of the signal of the Service to a compressed, digital, or non-analog format), Affiliate shall give Network prior written notice of the financial terms and conditions of such offer. Upon such notice, Network shall have a right of first refusal to accept Affiliate's offer to use portions of the signal distribution capacity contained within the bandwidth of the Service (other than the portion of the bandwidth used by the service and other than portions of the bandwidth made usable by conversion by Affiliate of the signal of the Service to a compressed, digital, or non-analog format) upon the same financial terms and conditions as those offered by Affiliate to such unaffiliated third-party. Network shall have ten (10) days after such notice to exercise in writing its right of first refusal and to accept the grant pursuant to such financial terms and conditions. If Network does not exercise its right of first refusal within such ten (10) day period, then Network shall be deemed to have rejected such grant and waived all rights to such portions of the signal distribution capacity contained within the bandwidth of the Service signal. (e) Each System or other distribution facility or enterprise may offer the Service, (i) as a Subscription (as defined below) service and/or (ii) as a Pay-per-view service marketed and sold in any of the ways described in Section 5(a)(vii); provided, however, that if the Service is sold in combination with other programming services, the Service shall be sold in no less than ten (10) consecutive hour segments. The Service (in no less than ten (10) hour segments) may be sold in combination with other services (e. g., in a package of services or in a tier); provided that the Service, and/or viewing segments of the Service as described in Section 5(a)(vii), must always also be available for sale through each television distribution facility selling the Service under this Agreement on a purely a la carte basis. (f) Neither Affiliate, nor any affiliate of Affiliate, shall authorize others to copy, tape or otherwise reproduce any part of the Service without Network's prior written authorization, and each of the systems shall take reasonable and practical security measures to prevent the unauthorized or otherwise unlawful copying, taping or other reproduction of the Service by others through the facilities of the system. Affiliate shall not be responsible for home taping by anyone viewing the Service. Network acknowledges that this Section 4(f) does not restrict Affiliate's or any affiliate of Affiliate's practice of (i) connecting its subscribers, videotape recorders, video cassette recorders, or other devices susceptible to use for home duplication of video programming to the facilities of a System; or (ii) promoting home taping for personal use by Subscribers (as defined below). (g) Network hereby grants Affiliate the right to receive the signal of the Service, to digitize, replace, compress, modify or otherwise technologically manipulate the signal, and to transmit the signal as so altered (the "Altered Signal") to a satellite, or to a location within the continental United States designated by Affiliate (in its sole and absolute discretion), for redistribution to terrestrial or other reception sites capable of receiving and utilizing the Altered Signal. Network hereby grants Affiliate the right to deliver the Altered Signal (without substitutions, delays or preemptions (except as otherwise permitted under Section 4(c) of this Agreement)) for the uses set forth in Section 1(a) of this Agreement, provided that no such alteration, transmission, redistribution, reception or other use will cause a material change in a viewer's perception of the principal video or principal audio presentation of the Service. Furthermore, Network shall not change the signal of the Service in such a way as to technically or technologically defeat, or otherwise interfere with, Affiliate's rights under this Section 4(g). In the event Network interferes with or otherwise prevents receipt, digitization, compression, modification, manipulation or utilization of the signal of the Service by Affiliate pursuant to this Section 4(g), and fails to remedy such interference within fifteen (15) days after written notice of such interference is given by Affiliate, then Affiliate shall have the right to delete any or all Systems from Schedule 1 of this Agreement, immediately, and to discontinue carriage, immediately, of the Service on any or all such Systems.
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DELIVERY AND DISTRIBUTION OF THE SERVICE. (a) During the Term, Network shall, at its own expense, deliver a signal of the Service to the earth station(s) station of each System, to each PPV Satellite Subscriber and to each Service Satellite Subscriber and to any other location within in 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 domestic cable television programming and shall, at its own expense, continue to fully encode the satellite signal of the Service utilizing scrambling 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 to the Service Cable Subscribers and PPV Cable Subscribers and/or Service Cable subscribers (each as defined hereinbelow). In the event Network either (i) 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 (ii) changes the satellite to which the Service is transmitted transmitted, to a satellite not susceptible to viewing by a System's or Systems' then-existing earth station equipment, or (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, then Affiliate shall then have the right to delete from Schedule 1 of this Agreement, immediately, any such System or Systems, and to discontinue carriage of the Service, immediately; from Service on any such System or Systems; , provided that this termination right of deletion and discontinuance shall not apply to any System or Systems if, (1) Network agrees, unconditionally, to reimburse such system System or Systems, either, as the case may be, (A) for the cost to such System or Systems to acquire of acquiring and install installing new equipment necessary for such System or Systems to descramble the signal of the Service, and/or (B) for the cost to purchase of acquiring and install installing equipment reasonably necessary for such System or Systems to receive the Service from such new satellite; (2) physical space exists at the then-existing head-end headend or earth station site to accommodate the necessary equipment; and (3) current zoning and other restrictions permit such additional equipment.
(b) Network shall provide to each System distributing the Service and to each PPV Satellite Subscriber and to each Service. Satellite Subscriber a video and audio signal of the Service of a technical quality 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; or (ii) the technical standards set forth in Exhibit c C hereof. If, at any time during the Term, Network converts to a digital or other non-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 Service as of the month immediately preceding the conversion to a digital or other non-analog formattechnology. Each System will deliver to its Service Cable Subscribers and PPV cable Subscribers a principal video and audio signal of the Service to its Service Cable Subscribers and PPV Cable Subscribers of a technical quality at least comparable to other cable television programming services, but in no event higher than the technical quality provided by Network hereunderNetwork.
(c) The Systems, if any, shall carry may distribute the Service no less than ten (10) hours per day, but may carry the Service any number of hours per day in excess of ten (10) if the Service is made available for more than ten (10) hours per day. Other than as specifically permitted in this Agreement, Affiliate will not insert or remove any material into or from the Service. Notwithstanding the foregoing, Network hereby grants each System which does not, at the pertinent time, have another a fully pre-emptible or unused, technically capable channel available, permission to pre-empt such ten (10) hours of the Service for exhibition of up to four (4) Pay-per-view, (as defined below) events (which may not be movies) per month, (including replays of any such events); provided that Affiliate shall not pre-empt such ten (10) hours of the service for exhibition of Pay-per-view events or features, the content of which is substantially similar to the content of the Service Network; service. Network agrees that Affiliate will have complete authority to control, control and to designate and to change the channel(s) over which the Service is to be carried on each systemSystem.
(d) Each System retains and reserves any and all rights in and to all signal distribution capacity contained within the bandwidth of the Service after receipt as received at each System, including, without limitation, the vertical blanking interval and audio sub-carriers subcarriers (and any other portions of the bandwidth that may be created as a result of the conversion of the signal of the Service to a compressed, digital or non-analog format), . Network shall not use any portion of the bandwidth other than as provided herein without the prior written consent of Affiliate. Nothing herein shall preclude Affiliate from exercising and exploiting such rights by any means and in any locations freely and without restriction; provided, however, that any such use by Affiliate or the Systems shall not degrade, or otherwise interfere with, the picture quality of the Service or the audio portion of the Service signal which is the principal audio carriage frequency of the Service. In the event Affiliate offers to a third-party provider of cable television programming services (which is not an affiliate of Affiliate) the right to use portions of the signal distribution capacity contained within the bandwidth of the Service (other than the portion of the bandwidth used by the service and other than portions of the bandwidth made usable by conversion by Affiliate of the signal of the Service to a compressed, digital, or non-analog format), Affiliate shall give Network prior written notice of the financial terms and conditions of such offer. Upon such notice, Network shall have a right of first refusal to accept Affiliate's offer to use portions of the signal distribution capacity contained within the bandwidth of the Service (other than the portion of the bandwidth used by the service and other than portions of the bandwidth made usable by conversion by Affiliate of the signal of the Service to a compressed, digital, or non-analog format) upon the same financial terms and conditions as those offered by Affiliate to such unaffiliated third-party. Network shall have ten (10) days after such notice to exercise in writing its right of first refusal and to accept the grant pursuant to such financial terms and conditions. If Network does not exercise its right of first refusal within such ten (10) day period, then Network shall be deemed to have rejected such grant and waived all rights to such portions of the signal distribution capacity contained within the bandwidth of the Service signal.
(e) Each System or other distribution facility or enterprise may offer the Service, (i) as a Subscription (as defined below) service service, and/or (ii) as a Pay-per-view service marketed and sold in any of the ways described in Section 5(a)(vii); provided, however, that if the Service is sold in combination with other programming services, the Service shall be sold in no less than ten PPV (10as defined below) consecutive hour segments. The Service (in no less than ten (10) hour segments) may be sold in combination with other services (e. g., in a package of services or in a tier); provided that the Service, and/or viewing segments of the Service as described in Section 5(a)(vii), must always also be available for sale through each television distribution facility selling the Service under this Agreement on a purely a la carte basisservice.
(f) Neither In each of the Systems, Affiliate shall employ reasonable security measures to prevent pirating, theft or unauthorized exhibition of the Service, or any portion thereof, or of any advertising or promotional materials. Except as provided in Section 4(g) below, neither Affiliate, nor any affiliate of Affiliate, shall authorize others to copy, tape or otherwise reproduce any part of the Service without Network's prior written authorization, authorization and each of the systems shall take reasonable and practical security measures to prevent the unauthorized or otherwise unlawful copying, taping or other reproduction of the Service Service, by others others, through the facilities of the systemany System. Affiliate shall not be responsible for home taping by anyone viewing the Service. Network acknowledges that this Section 4(f) does not restrict Affiliate's or any affiliate practice of Affiliate's practice of
(i) connecting its subscribers, ' videotape recorders, video cassette recorders, VCRs or other devices susceptible to use for home duplication of video programming to the facilities of a System; or (ii) promoting home taping for personal use of the Service by Subscribers (as defined below)subscribers.
(g) Affiliate and any System shall have the right, at their own expense, to make taped copies of any transmissions of the Service programming, which taped programming may be used by such System for one or more of the purposes described in Section 4(e) above, for exhibition and sale at times other than at the times of original satellite transmission by Network.
(h) Network hereby grants Affiliate the right to receive the signal of the Service, to digitize, replace, compress, modify modify, replace or otherwise technologically manipulate the signal, and to transmit the signal as so altered (the "Altered Signal") to a satellite, satellite or to a central location within the continental United States designated by Affiliate (in its sole and absolute discretion), for redistribution to terrestrial or other reception sites capable of receiving and utilizing the Altered Signal. Network hereby grants Affiliate the right to deliver the Altered Signal (without substitutions, delays or preemptions (except as otherwise permitted under Section 4(c) of this Agreement)) for the uses set forth in Section 1(a) of this Agreement, provided that no such alteration, transmission, redistribution, reception or other use will cause a material change in a viewer's perception of the principal video or principal audio presentation of the Service. Furthermore, Network shall not change the signal of the Service in such a way as to technically or technologically defeat, or otherwise interfere with, Affiliate's rights under this Section 4(g4(h). In the event Network interferes with or otherwise prevents receipt, digitization, compression, modification, manipulation or utilization of the signal of the Service by Affiliate pursuant to this Section 4(g), and fails to remedy such interference within fifteen (15) days after written notice of such interference is given by Affiliate, then Affiliate shall have the right to delete any or all Systems from Schedule 1 of this Agreement, immediately, and to discontinue carriage, immediately, of the Service on any or all such Systems.
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