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.

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 X. X. Xxxxxxx 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.