NETWORK'S BREACH OF ANY OBLIGATION IN THIS
SECTION 4 IS CONTINUING [***], OR (II) NETWORK BREACHES ANY OBLIGATION IN THIS
SECTION 4 ON MORE THAN A SINGLE OCCASION, IN ADDITION TO THE INDEMNIFICATION
PROVIDED BY NETWORK HEREUNDER PURSUANT TO SECTION 12(A), AFFILIATE MAY, IN ITS
SOLE DISCRETION, PURSUE ANY OTHER RIGHTS AND REMEDIES IT MAY HAVE HEREUNDER IN
LAW OR IN EQUITY, INCLUDING, WITHOUT LIMITATION, (X) TERMINATING THIS AGREEMENT
AND CEASING TO DISTRIBUTE THE SERVICE IMMEDIATELY UPON WRITTEN NOTICE TO NETWORK
AT ANY TIME AFTER SUCH SECOND OR SUBSEQUENT VIOLATION PURSUANT TO SECTION 13;
(Y) DISCONTINUING CARRIAGE OF THE SERVICE ON ANY OR ALL SYSTEMS AND CANCELING
THE LAUNCH AUTHORIZATION FORM(S) FOR SUCH SYSTEM OR SYSTEMS, EFFECTIVE AT ANY
TIME BY GIVING NETWORK [***] PRIOR WRITTEN NOTICE; OR (Z) RECEIVING CREDIT
AGAINST THE FEES (AS
4
Portions of this Exhibit have been redacted pursuant to a request for
confidential treatment under Rule 24b-2 of the General Rules and Regulations
under the Securities Exchange Act.
Omitted information, marked "[***]" in this
Exhibit, has been filed with the Securities and Exchange Commission together
with such request for confidential treatment.
DEFINED HEREIN) IN THE PROPORTION THAT THE [***] OF PROGRAMMING EACH [***] WHICH
EITHER IS PROHIBITED OR DEVIATES FROM THE PROGRAMMING REQUIRED HEREIN BEARS TO
THE TOTAL [***] THE SERVICE IS TRANSMITTED EACH [***]; SUCH CREDIT TO BE APPLIED
AGAINST THE FEES IN ANY [***].
(F)
EMBEDDED MATERIAL. SUBJECT TO
SECTION 4(B), OR AS OTHERWISE AGREED IN WRITING, AFFILIATE SHALL NOT BE
OBLIGATED TO DISTRIBUTE ANY MATERIAL OR INFORMATION CONTAINED OR EMBEDDED IN OR
AROUND ANY PORTION OF THE FEED (WHETHER ANALOG OR DIGITAL) PROVIDED TO AFFILIATE
(THE "SIGNAL") FOR THE SERVICE THAT IS NOT ESSENTIAL TO AND A PART OF THE
SERVICE PROGRAMMING. NETWORK FURTHER AGREES THAT IT SHALL NOT EMBED ANY MATERIAL
OR INFORMATION INTO OR AROUND ANY PORTION OF THE SIGNAL THAT CANNOT BE REMOVED
AND/OR BLOCKED AT ANY SYSTEM HEADEND. NETWORK FURTHER AGREES THAT IT SHALL
PROVIDE AFFILIATE WITH [***] PRIOR WRITTEN NOTICE OF ITS INTENTION TO EMBED ANY
INFORMATION IN OR AROUND SUCH SIGNAL PRIOR TO THE COMMENCEMENT OF SUCH EMBEDDING
OR AT THE TIME OF EXECUTION OF THIS AGREEMENT IF IT IS PRESENTLY EMBEDDING SUCH
INFORMATION.
(G)
OTHER EXHIBITION AND DISTRIBUTION. WITHOUT
AFFILIATE'S PRIOR WRITTEN CONSENT, NETWORK SHALL NOT EXHIBIT OR DISTRIBUTE, AND
SHALL NOT GRANT TO ANY THIRD PARTY THE RIGHT TO EXHIBIT OR DISTRIBUTE, IN ANY
OPERATING AREA, ALL OR ANY PORTION OF THE SERVICE, OR ANY PROGRAMMING COMPRISING
A PORTION OF THE SERVICE: (I) VIA THE INTERNET OR OVER ANY LOCAL OR WIDE AREA
COMPUTER NETWORK SERVING MORE THAN [***] (UNLESS SUCH COMPUTER NETWORK IS
MAINTAINED BY NETWORK FOR ITS OWN EMPLOYEES), WHETHER FOR A FEE OR OTHERWISE,
INCLUDING IN MULTIMEDIA, INTERACTIVE, THREE-DIMENSIONAL OR OTHER AUGMENTED OR
ENHANCED FORMAT, (II) VIA ANY BROADCAST STATION OR CABLE PROGRAMMING NETWORK
OTHER THAN THE SERVICE; IN EITHER CASE, WHETHER SIMULCAST, TIME-SHIFTED,
REPACKAGED OR DISTRIBUTED THROUGH ANY "VIDEO ON DEMAND" MECHANISM; PROVIDED,
HOWEVER, THAT, SUBJECT TO SECTION