Common use of Future Contingency Clause in Contracts

Future Contingency. Subject to subsections (I) through (IV) below, STE agrees to carry and, if applicable, encode and embed the Pictures with information pertaining to copy protection (“Copy Control Information” or “CCI”), and/or initiate or associate (“turn on”) CCI in or with the Pictures, in each case, as requested by Licensor. (I) Either (aa) a majority of Major Studios (which may include Licensor), (bb) Licensor, Paramount, and Warner Bros., or (cc) three Major Studios (in addition to Licensor and including at least one other Major Studio that is, at the time of the initial request for implementation of CCI and/or a copy protection technology(ies), a party to a U.S. Pay Television Output Agreement with STE) (as applicable, “Studio Industry”) have approved and agreed upon CCI and/or a copy protection technology(ies); (II) Such technology and/or CCI, with respect to STE and its licensees and end users, does not interfere with or degrade the functional quality of any equipment or devices in connection with the distribution of the Pictures to subscribers (as such functional quality is viewed by the average subscriber); (III) The use of such technology and/or CCI by STE or its licensees will not cause STE or its licensees to incur any cost (other than an immaterial cost(s)), including without limitation any cost in the nature of a royalty. Notwithstanding the above, in the event the parties agree, or if an arbitrator rules that such costs are not immaterial, Licensor shall have the option to pay, or if applicable, reimburse STE for such costs, in which case the condition set forth in this Section shall be deemed satisfied; and (IV) The use of such technology and/or CCI has been or will immediately be instituted by the Studio Industry in a Television window prior to STE’s.