Common use of Transponder Failure Clause in Contracts

Transponder Failure. If, after the Service Date, a Service Transponder fails to meet the Service Specifications for: (a) any period of [***************************************] or (b) a [********************] of [********************] during any [******************************] or (c) any [****************] following a [*********************] under circumstances that make it [**********************] that a [***********] described in clauses (a) or (b) will occur, such Transponder shall be deemed to have failed on a "Confirmed Basis." Any such failure must be confirmed by PanAmSat, which it shall take steps to do as expeditiously as possible. If confirmed, the failure shall be measured as commencing from notice from Customer to PanAmSat of such failure (provided that the affected Service Transponder is, in fact, not meeting the Service Specifications). Any such failure shall be deemed to have ended upon notice from PanAmSat to Customer that the affected Service Transponder is capable of meeting the Service Specifications (provided that the affected Service Transponder is, in fact, meeting the Service Specifications); provided, further, that if PanAmSat enters into an agreement to provide Ku-band capacity from the Satellite on which a Service Transponder is located and such agreement provides that, for purposes of employing said "Spare Equipment" on the Satellite, failure on a Confirmed Basis shall be deemed to have occurred in less than the applicable time periods specified above, PanAmSat shall determine whether a failure on a Confirmed Basis has occurred for Service Transponder on the same Satellite under this Agreement using the time periods specified in such other agreement. In the event a Service Transponder fails on a Confirmed Basis, PanAmSat shall, as soon as possible and to the extent technically feasible, employ certain redundant equipment units, as described in Appendix B ("Spare Equipment") on a first-needed, first-served basis as among Customer and other Transponder owners, lessees, and users, including without limitation, PanAmSat and its predecessors in interest ("Protected Parties"), as a substitute for a Service Transponder equipment unit which has failed. [***] Filed separately with the Commission pursuant to a request for confidential treatment. Customer acknowledges and agrees that the Spare redundancy plan of the Satellite may require PanAmSat to reassign certain traveling wave tube amplifiers ("TWTAs") among Transponders to make use of a TWTA. In circumstances in which a spare TWTA is required to be employed for any customer and to do so requires a change in the TWTA assigned to Customer, Customer shall, on notice from PanAmSat, cease transmitting to the applicable Service Transponder(s) to allow the TWTA that is assigned to its Transponder(s) to be reassigned and a different unit (that meets the Service Specifications) to be put in its place. PanAmSat shall use all reasonable efforts to keep to a minimum the time during which Customer is required to cease transmitting under this paragraph, in accordance with good engineering practices, to make the shift in the assignments. In the event that [*************] Transponders [*****************] to meet their respective [***********] or [*****************************] and are entitled to [**********] under any applicable agreement with PanAmSat, then the Protected Party who first executed a definitive agreement as to the affected Satellite with PanAmSat or its predecessors in interest shall, to the extent [***********************] have [***********] as to use of the [******************] provided that, if [********] from a Transponder is provided to more than [***] Protected Party (for example, if there are [***] customers each taking service from [*********] of a Transponder), PanAmSat's decision may be made in accordance with the order that the [****************] Protected Party(ies) using the Transponder(s) [******************] with PanAmSat or its predecessors in interest. As used in this Section 5.3, the term [******************] shall be deemed to mean [***** ******************************] All determinations as to when [***********************************] shall have occurred, for purposes of determining whether the failures are [*************] shall be made by [**************************************************] For purposes of this Section 5.3, the date of Customer's definitive agreement with PanAmSat shall be deemed to be February 29, 1996. PanAmSat hereby confirms that, as of February 29, 1996, PanAmSat had not entered into any other agreements for PAS-5 transponder capacity other than with Televisa (for the same Service Transponders), which has given its consent to PanAmSat's commitment of Service from said Service Transponders to Customer.

Transponder Failure. If, after the applicable Service DateDate for a Satellite, a Service Transponder fails to meet the Service Specifications for: (a) any period of [***************************************] or (b) a [****************** *************] of [***********************] during any [******************* ************] ***], or (c) any [****************] following a [************** ********] under circumstances that make it [***********************] that a [*************] described in clauses (a) or (b) will occur, such Transponder shall be deemed to have failed on a "Confirmed Basis." Any such failure must be confirmed by PanAmSat, which it shall take steps to do as expeditiously as possible. If confirmed, the failure shall be measured as commencing from notice from Customer to PanAmSat of such failure (provided that the affected Service Transponder is, in fact, not meeting the Service Specifications). Any such failure shall be deemed to have ended upon notice from PanAmSat to Customer that the affected Service Transponder is capable of meeting the Service Specifications (provided that the affected Service Transponder is, in fact, meeting the Service Specifications); provided, further, that if PanAmSat enters into an agreement to provide Ku-band capacity from the Satellite on which a Service Transponder is located and such agreement provides that, for purposes of employing said "Spare Equipment" on the Satellite, failure on a Confirmed Basis shall be deemed to have occurred in less than the applicable time periods specified above, PanAmSat shall determine whether a failure on a Confirmed Basis has occurred for Service Transponder on the same Satellite under this Agreement using the time periods specified in such other agreement. In the event a Service Transponder fails on a Confirmed Basis, PanAmSat shall, as soon as possible and to the extent technically feasible, employ certain redundant equipment units, as described in Appendix B ("Spare Equipment") on a first-needed, first-served basis as among Customer and other Transponder owners, lessees, and users, including without limitation, PanAmSat and its predecessors in interest ("Protected Parties"), as a substitute for a Service Transponder equipment unit which has failed. ; provided, that PanAmSat may elect to use "Substitute Capacity" on the same Satellite as the failure shall have occurred [***] Filed separately with the Commission pursuant to a request for confidential treatment. (as provided below), if available and not subject to any additional operational restrictions that Customer is not willing to accept, in lieu of using Spare Equipment. Customer acknowledges and agrees that the Spare redundancy plan of the each Satellite may require PanAmSat to reassign certain traveling wave tube amplifiers ("TWTAs") among Transponders to make use of a spare TWTA. In circumstances in which a spare TWTA is required to be employed for any customer and to do so requires a change in the TWTA assigned to Customer, Customer shall, on notice from PanAmSat, cease transmitting to the applicable Service Transponder(s) to allow the TWTA that is assigned to its Transponder(s) to be reassigned and a different unit (that meets the Service Specifications) to be put in its place. PanAmSat shall use all reasonable efforts to keep to a minimum the time during which Customer is required to cease transmitting under this paragraph, in accordance with good engineering practices, to make the shift in the assignments. If (a) a Service Transponder fails to meet its Service Specifications on a Confirmed Basis, and (b) the Spare Equipment associated with such Service Transponder is not available, and (c) equivalent capacity on another Transponder meeting the Service Specifications in same Beam of the same Satellite as the failure shall have occurred and designated by PanAmSat for DTH use (the "Substitute Capacity"), is available, and its use by Customer in accordance with PanAmSat's Operational Requirements would not be predicted to interfere with the use or rights of others using the Satellite (or, even if no longer used by Customer, PAS-6 or PAS-6B), then PanAmSat shall, as soon as possible and to the extent technically feasible, employ such Substitute Capacity for the failed Service Transponder to satisfy PanAmSat's obligations under this Agreement. PanAmSat may condition its provision of Substitute Capacity on Customer's acceptance, in writing, of such additional restrictions on its use that PanAmSat believes in good faith are necessary so as to protect other Protected Parties from interference. If Customer does not accept such conditions, PanAmSat shall not be obligated to provide Customer with Service from the Substitute Capacity. In the event that PanAmSat employs such Substitute Capacity for a Service Transponder, such Substitute Capacity shall be deemed to be a Service Transponder for all purposes under this Agreement. In the event that [*******************] Transponders [***************************************************] to meet their respective [***********] or [*****************************] and are entitled to [**********] under any applicable agreement with PanAmSat, then and if [***] Filed separately with the Protected Party who first executed Commission pursuant to a definitive agreement as request for confidential treatment. all of said Transponders are assigned to the affected Satellite with Customer or [******] then, unless PanAmSat or its predecessors in interest receives contrary instructions signed by Customer and [******] PanAmSat shall, to the extent [******************************************] have to the [*******************] as in accordance with the [*********************] to be supplied and executed by Customer and [******] and delivered to PanAmSat, except that priority will not be given to the "[*****] Transponders" specified in the [******] Agreement. Until and unless such fully executed instructions are received by PanAmSat, such [*******************] shall be made by PanAmSat in [********************] Upon the written request of all affected parties, PanAmSat shall, if it has not already [***********************************] at the time that the request is made, in any case of [***************************] or if the use of Spare Equipment would require the [********************] of the [*************************************] for instructions for up to [**************************] provided that, if [********] from a Transponder is provided to more than [***] Protected Party (for example, if there are [***] customers each taking service from [*********] of a Transponder), PanAmSat's decision may be made in accordance with the order that the [***********] shall be deemed to have [******] Protected Party(ies) using the Transponder(s) at such point as PanAmSat notifies Customer that PanAmSat is [******] to [****************************] with PanAmSat or its predecessors in interestpending the [*********************** *****************]. As used in this Section 5.3, the term [*******************] shall be deemed to mean [***** **********************************] All determinations as to when [***********************************] shall have occurred, for purposes of determining whether the failures are [*****************] shall be made by [******************************************************] In the event that [*****************] Transponders [***********************************************] to meet their respective [******] or [****************************] and are entitled to [******] under any applicable agreement with PanAmSat and if one or more of said Transponders is assigned to a person or entity other than Customer or [******], then the Protected Party who [*****************] a definitive agreement as to the affected Satellite with PanAmSat or its predecessors in interest shall, to the extent [***************************] have [******] as to use of the [*******************] or the [************************] provided that, if [******] from a Transponder is provided to more than [***] Protected Party (for example, if there are [***] customers each taking service from [************] of a Transponder), PanAmSat's decision may be made in accordance with the order that the [******] Protected Party(ies) using the Transponder(s) [********************] with PanAmSat or its predecessors in interest; provided further that, [******************] as between Customer [*********] shall be determined in accordance with the preceding paragraph. As used in this Section 5.3, the term [****************] shall be deemed to mean [***************** *******************]. All determinations as to when [*************************** [***] Filed separately with the Commission pursuant to a request for confidential treatment. ****************] shall have occurred, for purposes of determining whether the failures are [******************] shall be made by [****************** **********************************] PanAmSat hereby confirms that the only [**************************] for a [***************************************] that [*************************] this one (as deemed below and other than with [******] is with [**********************] for [*********] Transponder and there are [************************] for PAS-6 or PAS-6B. For purposes of this Section 5.3, this Agreement and the date of Customer's definitive agreement with PanAmSat Brazil Agreement shall both be deemed to be February 29, 1996. PanAmSat hereby confirms that, executed as of February 29, 1996, PanAmSat had not entered into any other agreements for PAS-5 transponder capacity other than with Televisa (for the same Service Transponders), which has given its consent to PanAmSat's commitment of Service from said Service Transponders to Customer.

Transponder Failure. If, after the applicable Service DateDate for a Satellite, a Service Transponder fails to meet the Service Specifications for: (a) any period of [***************************************] or (b) a [****************** *************] of [***********************] during any [******************* ************] ***], or (c) any [****************] following a [************** ********] under circumstances that make it [***********************] that a [*************] described in clauses (a) or (b) will occur, such Transponder shall be deemed to have failed on a "Confirmed Basis." Any such failure must be confirmed by PanAmSat, which it shall take steps to do as expeditiously as possible. If confirmed, the failure shall be measured as commencing from notice from Customer to PanAmSat of such failure (provided that the affected Service Transponder is, in fact, not meeting the Service Specifications). Any such failure shall be deemed to have ended upon notice from PanAmSat to Customer that the affected Service Transponder is capable of meeting the Service Specifications (provided that the affected Service Transponder is, in fact, meeting the Service Specifications); provided, further, that if PanAmSat enters into an agreement to provide Ku-band capacity from the Satellite on which a Service Transponder is located and such agreement provides that, for purposes of employing said "Spare Equipment" on the Satellite, failure on a Confirmed Basis shall be deemed to have occurred in less than the applicable time periods specified above, PanAmSat shall determine whether a failure on a Confirmed Basis has occurred for Service Transponder on the same Satellite under this Agreement using the time periods specified in such other agreement. In the event a Service Transponder fails on a Confirmed Basis, PanAmSat shall, as soon as possible and to the extent technically feasible, employ certain redundant equipment units, as described in Appendix B ("Spare Equipment") on a first-needed, first-served basis as among Customer and other Transponder owners, lessees, and users, including without limitation, PanAmSat and its predecessors in interest ("Protected Parties"), as a substitute for a Service Transponder equipment unit which has failed. ; provided, that PanAmSat may elect to use "Substitute Capacity" on the same Satellite as the failure shall have occurred [***] Filed separately with the Commission pursuant to a request for confidential treatment. (as provided below), if available and not subject to any additional operational restrictions that Customer is not willing to accept, in lieu of using Spare Equipment. Customer acknowledges and agrees that the Spare redundancy plan of the each Satellite may require PanAmSat to reassign certain traveling wave tube amplifiers ("TWTAs") among Transponders to make use of a spare TWTA. In circumstances in which a spare TWTA is required to be employed for any customer and to do so requires a change in the TWTA assigned to Customer, Customer shall, on notice from PanAmSat, cease transmitting to the applicable Service Transponder(s) to allow the TWTA that is assigned to its Transponder(s) to be reassigned and a different unit (that meets the Service Specifications) to be put in its place. PanAmSat shall use all reasonable efforts to keep to a minimum the time during which Customer is required to cease transmitting under this paragraph, in accordance with good engineering practices, to make the shift in the assignments. If (a) a Service Transponder fails to meet its Service Specifications on a Confirmed Basis, and (b) the Spare Equipment associated with such Service Transponder is not available, and (c) equivalent capacity on another Transponder meeting the Service Specifications in same Beam of the same Satellite as the failure shall have occurred and designated by PanAmSat for DTH use (the "Substitute Capacity"), is available, and its use by Customer in accordance with PanAmSat's Operational Requirements would not be predicted to interfere with the use or rights of others using the Satellite (or, even if no longer used by Customer, PAS-6 or PAS-6B), then PanAmSat shall, as soon as possible and to the extent technically feasible, employ such Substitute Capacity for the failed Service Transponder to satisfy PanAmSat's obligations under this Agreement. PanAmSat may condition its provision of Substitute Capacity on Customer's acceptance, in writing, of such additional restrictions on its use that PanAmSat believes in good faith are necessary so as to protect other Protected Parties from interference. If Customer does not accept such conditions, PanAmSat shall not be obligated to provide Customer with Service from the Substitute Capacity. In the event that PanAmSat employs such Substitute Capacity for a Service Transponder, such Substitute Capacity shall be deemed to be a Service Transponder for all purposes under this Agreement. In the event that [*******************] Transponders [***************************************************] to meet their respective [***********] or [*****************************] and are entitled to [**********] under any applicable agreement with PanAmSat, then and if [***] Filed separately with the Protected Party who first executed Commission pursuant to a definitive agreement as request for confidential treatment. all of said Transponders are assigned to the affected Satellite with Customer or [******] then, unless PanAmSat or its predecessors in interest receives contrary instructions signed by Customer and [******] PanAmSat shall, to the extent [******************************************] have to the [*******************] as in accordance with the [*********************] to be supplied and executed by Customer and [******] and delivered to PanAmSat, except that priority will not be given to the "[*****] Transponders" specified in the [******] Agreement. Until and unless such fully executed instructions are received by PanAmSat, such [*******************] shall be made by PanAmSat in [********************] Upon the written request of all affected parties, PanAmSat shall, if it has not already [***********************************] at the time that the request is made, in any case of [***************************] or if the use of Spare Equipment would require the [********************] of the [*************************************] for instructions for up to [**************************] provided that, if [********] from a Transponder is provided to more than [***] Protected Party (for example, if there are [***] customers each taking service from [*********] of a Transponder), PanAmSat's decision may be made in accordance with the order that the [***********] shall be deemed to have [******] Protected Party(ies) using the Transponder(s) at such point as PanAmSat notifies Customer that PanAmSat is [******] to [****************************] with PanAmSat or its predecessors in interestpending the [*********************** *****************]. As used in this Section 5.3, the term [*******************] shall be deemed to mean [***** **********************************] All determinations as to when [***********************************] shall have occurred, for purposes of determining whether the failures are [*****************] shall be made by [******************************************************] In the event that [*****************] Transponders [***********************************************] to meet their respective [******] or [****************************] and are entitled to [******] under any applicable agreement with PanAmSat and if one or more of said Transponders is assigned to a person or entity other than Customer or [******], then the Protected Party who [*****************] a definitive agreement as to the affected Satellite with PanAmSat or its predecessors in interest shall, to the extent [***************************] have [******] as to use of the [*******************] or the [************************] provided that, if [******] from a Transponder is provided to more than [***] Protected Party (for example, if there are [***] customers each taking service from [************] of a Transponder), PanAmSat's decision may be made in accordance with the order that the [******] Protected Party(ies) using the Transponder(s) [********************] with PanAmSat or its predecessors in interest; provided further that, [******************] as between Customer [*********] shall be determined in accordance with the preceding paragraph. As used in this Section 5.3, the term [****************] shall be deemed to mean [***************** *******************]. All determinations as to when [*************************** [***] Filed separately with the Commission pursuant to a request for confidential treatment. 41 ****************] shall have occurred, for purposes of determining whether the failures are [******************] shall be made by [****************** **********************************] PanAmSat hereby confirms that the only [**************************] for a [***************************************] that [*************************] this one (as deemed below and other than with [******] is with [**********************] for [*********] Transponder and there are [************************] for PAS-6 or PAS-6B. For purposes of this Section 5.3, this Agreement and the date of Customer's definitive agreement with PanAmSat Brazil Agreement shall both be deemed to be February 29, 1996. PanAmSat hereby confirms that, executed as of February 29, 1996, PanAmSat had not entered into any other agreements for PAS-5 transponder capacity other than with Televisa (for the same Service Transponders), which has given its consent to PanAmSat's commitment of Service from said Service Transponders to Customer.

Transponder Failure. If, after the Service Dateapplicable Delivery Date for a Satellite, a Service Buyer's Transponder fails to meet the Service Performance Specifications for: (a) any period of [***************************************] or (b) a [********************] of [********************] during any [******************************] or (c) any [****************] following a [*********************] under circumstances that make it [**********************] that a [***********] described in clauses (a) or (b) will occur, such Transponder shall be deemed to have failed on a "Confirmed Basis." Any such failure must be confirmed by PanAmSat, which it shall take steps to do as expeditiously as possible. If confirmed, the failure shall be measured as commencing from notice from Customer Buyer to PanAmSat of such failure (provided that the affected Service Buyer's Transponder is, in fact, not meeting the Service Performance Specifications). Any such failure shall be deemed to have ended upon notice from PanAmSat to Customer Buyer that the affected Service Buyer's Transponder is capable of meeting the Service Performance Specifications (provided that the affected Service Buyer's Transponder is, in fact, meeting the Service Performance Specifications); provided, further, that if PanAmSat enters into an agreement to provide Ku-band capacity from the Satellite on which a Service Buyer's Transponder is located and such agreement provides that, for purposes of employing said "Spare Equipment" on the Satellite, failure on a Confirmed Basis shall be deemed to have occurred in less than the applicable time periods specified above, PanAmSat shall determine whether a failure on a Confirmed Basis has occurred hasoccurred for Service Buyer's Transponder on the same Satellite under this Agreement using the time periods specified in such other agreement. In the event a Service Buyer's Transponder fails on a Confirmed Basis, PanAmSat shall, as soon as possible and to the extent technically feasible, employ certain redundant equipment units, as described in Appendix B ("Spare Equipment") on a first-first- [***] Filed separately with the Commission pursuant to a request for confidential treatment. needed, first-served basis as among Customer Buyer and other Transponder owners, lessees, and users, including without limitation, PanAmSat and its predecessors in interest ("Protected Parties"), as a substitute for a Service Buyer's Transponder equipment unit which has failed; provided, that PanAmSat may elect to use "Substitute Capacity" on the same Satellite as the failure shall have occurred (as provided below), if available and not subject to any additional operational restrictions that Buyer is not willing to accept, in lieu of using Spare Equipment. [***] Filed separately with the Commission pursuant to a request for confidential treatment. Customer Buyer acknowledges and agrees that the Spare redundancy plan of the each Satellite may require PanAmSat to reassign certain traveling wave tube amplifiers ("TWTAs") among Transponders to make use of a TWTASpare. In circumstances in which a spare TWTA is required to be employed for any customer and to do so requires a change in the TWTA assigned to CustomerBuyer, Customer Buyer shall, on notice from PanAmSat, cease transmitting to the applicable Service Buyer's Transponder(s) to allow the TWTA that is assigned to its Transponder(s) to be reassigned and a different unit (that meets the Service Performance Specifications) to be put in its place. PanAmSat shall use all reasonable efforts to keep to a minimum the time during which Customer Buyer is required to cease transmitting under this paragraph, in accordance with good engineering practices, to make the shift in the assignments. In the event that [*************] Transponders [*****************] to meet their respective [***********] or [*****************************] and are entitled to [**********] under any applicable agreement with PanAmSat, then the Protected Party who first executed a definitive agreement as to the affected Satellite with PanAmSat or its predecessors in interest shall, to the extent [***********************] have [***********] as to use of the [******************] provided that, if [********] from a Transponder is provided to more than [***] Protected Party (for example, if there are [***] customers each taking service from [*********] of a Transponder), PanAmSat's decision may be made in accordance with the order that the [****************] Protected Party(ies) using the Transponder(s) [******************] with PanAmSat or its predecessors in interest. As used in this Section 5.3, the term [******************] shall be deemed to mean [***** ******************************] All determinations as to when [***********************************] shall have occurred, for purposes of determining whether the failures are [*************] shall be made by [**************************************************] For purposes of this Section 5.3, the date of Customer's definitive agreement with PanAmSat shall be deemed to be February 29, 1996. PanAmSat hereby confirms that, as of February 29, 1996, PanAmSat had not entered into any other agreements for PAS-5 transponder capacity other than with Televisa (for the same Service Transponders), which has given its consent to PanAmSat's commitment of Service from said Service Transponders to Customer.

Transponder Failure. If, after the Service Dateapplicable Delivery Date for a Satellite, a Service Buyer's Transponder fails to meet the Service Performance Specifications for: (a) any period of [***************************************] or (b) a [********************] of [********************] during any [******************************] or (c) any [****************] following a [*********************] under circumstances that make it [**********************] that a [***********] described in clauses (a) or (b) will occur, such Transponder shall be deemed to have failed on a "Confirmed Basis." Any such failure must be confirmed by PanAmSat, which it shall take steps to do as expeditiously as possible. If confirmed, the failure shall be measured as commencing from notice from Customer Buyer to PanAmSat of such failure (provided that the affected Service Buyer's Transponder is, in fact, not meeting the Service Performance Specifications). Any such failure shall be deemed to have ended upon notice from PanAmSat to Customer Buyer that the affected Service Buyer's Transponder is capable of meeting the Service Performance Specifications (provided that the affected Service Buyer's Transponder is, in fact, meeting the Service Performance Specifications); provided, further, that if PanAmSat enters into an agreement to provide Ku-band capacity from the Satellite on which a Service Buyer's Transponder is located and such agreement provides that, for purposes of employing said "Spare Equipment" on the Satellite, failure on a Confirmed Basis shall be deemed to have occurred in less than the applicable time periods specified above, PanAmSat shall determine whether a failure on a Confirmed Basis has occurred hasoccurred for Service Buyer's Transponder on the same Satellite under this Agreement using the time periods specified in such other agreement. In the event a Service Buyer's Transponder fails on a Confirmed Basis, PanAmSat shall, as soon as possible and to the extent technically feasible, employ certain redundant equipment units, as described in Appendix B ("Spare Equipment") on a first-first- [***] Filed separately with the Commission pursuant to a request for confidential treatment. needed, first-served basis as among Customer Buyer and other Transponder owners, lessees, and users, including without limitation, PanAmSat and its predecessors in interest ("Protected Parties"), as a substitute for a Service Buyer's Transponder equipment unit which has failed; provided, that PanAmSat may elect to use "Substitute Capacity" on the same Satellite as the failure shall have occurred (as provided below), if available and not subject to any additional operational restrictions that Buyer is not willing to accept, in lieu of using Spare Equipment. [***] Filed separately with the Commission pursuant to a request for confidential treatment. Customer Buyer acknowledges and agrees that the Spare redundancy plan of the each Satellite may require PanAmSat to reassign certain traveling wave tube amplifiers ("TWTAs") among Transponders to make use of a TWTASpare. In circumstances in which a spare TWTA is required to be employed for any customer and to do so requires a change in the TWTA assigned to CustomerBuyer, Customer Buyer shall, on notice from PanAmSat, cease transmitting to the applicable Service Buyer's Transponder(s) to allow the TWTA that is assigned to its Transponder(s) to be reassigned and a different unit (that meets the Service Performance Specifications) to be put in its place. PanAmSat shall use all reasonable efforts to keep to a minimum the time during which Customer Buyer is required to cease transmitting under this paragraph, in accordance with good engineering practices, to make the shift in the assignments. If (a) a Buyer's Transponder fails to meet its Performance Specifications on a Confirmed Basis, and (b) the Spare Equipment associated with such Buyer's Transponder is not available, and (c) equivalent capacity on another Transponder meeting the Performance Specifications in the Brazil Beam of the same Satellite as the failure shall have occurred and designated by PanAmSat for DTH use (the "Substitute Capacity"), is available, and its use by Buyer in accordance with PanAmSat's Operational Requirements would not be predicted to interfere with the use or rights of others using the Satellite (or, even if no longer used by Buyer, PAS-6 or PAS-6B), then PanAmSat shall, as soon as possible and to the extent technically feasible, employ such Substitute Capacity for the failed Buyer's Transponder to satisfy PanAmSat's obligations under this Agreement. PanAmSat may condition its provision of Substitute Capacity on Buyer's acceptance, in writing, of such additional restrictions on its use that PanAmSat in good faith believes are necessary so as to protect other Protected Parties from interference. If Buyer does not accept such conditions, PanAmSat shall not be obligated to provide Buyer with the Substitute Capacity. In the event that [*************] Transponders [*****************] to meet their respective [***********] or [*****************************] and are entitled to [**********] under any applicable agreement with PanAmSatPanAmSat employs such Substitute Capacity for a Buyer's Transponder, then the Protected Party who first executed a definitive agreement as to the affected Satellite with PanAmSat or its predecessors in interest shall, to the extent [***********************] have [***********] as to use of the [******************] provided that, if [********] from a Transponder is provided to more than [***] Protected Party (for example, if there are [***] customers each taking service from [*********] of a Transponder), PanAmSat's decision may be made in accordance with the order that the [****************] Protected Party(ies) using the Transponder(s) [******************] with PanAmSat or its predecessors in interest. As used in this Section 5.3, the term [******************] shall be deemed to mean [***** ******************************] All determinations as to when [***********************************] shall have occurred, for purposes of determining whether the failures are [*************] shall be made by [**************************************************] For purposes of this Section 5.3, the date of Customer's definitive agreement with PanAmSat such Substitute Capacity shall be deemed to be February 29such Buyer's Transponder for all purposes under this Agreement. If title to the Buyer's Transponder has already passed to Buyer upon any substitution of capacity as provided above, 1996. PanAmSat hereby confirms that, as of February 29, 1996, PanAmSat had not entered into any other agreements the title to the capacity that is employed for PAS-5 transponder Buyer shall be deemed transferred to Buyer and title to the capacity other than with Televisa (for the same Service Transponders), which has given its consent previously supplied to Buyer shall be deemed to be transferred back to PanAmSat's commitment , in all cases free and clear of Service from said Service Transponders all liens, claims, and encumbrances, except if created by action or failure to Customeract of the party that would be the recipient of the title. In confirmation thereof, Buyer and PanAmSat each agrees to execute such documents of conveyance as the other may reasonably request to confirm that such transfers have occurred.

Transponder Failure. If, after the Service Date, a Service Transponder fails to meet the Service Specifications for: (a) any period of [***************************************] or [ * * * * * * * * * * * * * * * * * * * * ]; (b) a [********************] of [********************[ * * * * * * * * * * * * * * * * * * * * * * * * * ] during any [consecutive [ * * * * * * * * * * * ******************************] ], or (c) any [****************[ * * * * * * * * * * * * ] following a [*********************[ * * * * * * * * * * * * * * ] under circumstances that make it [**********************[ * * * * * * * * * * * * * * * * ] that a [**********[ * * * * * *] described in clauses clause (a) or (b) will occur, such Transponder shall be deemed to have failed on a "Confirmed Basis." Any such failure must be confirmed by PanAmSat, which it shall take steps to do as expeditiously as possible. If confirmed, the failure shall be measured as commencing from notice from Customer to PanAmSat of such failure (provided that the affected Service Transponder is, in fact, not meeting the Service Specifications). Any such failure shall be deemed to have ended upon notice from PanAmSat to Customer that the affected Service Transponder is capable of meeting the Service Specifications (provided that the affected Service Transponder is, in fact, meeting the Service Specifications); provided, further, that if PanAmSat enters into an agreement to provide Ku-band capacity from the Satellite on which a Service Transponder is located and such agreement provides that, for purposes of employing said "Spare Equipment" on the Satellite, failure on a Confirmed Basis shall be deemed to have occurred in less than the applicable time periods specified above, PanAmSat shall determine whether a failure on a Confirmed Basis has occurred for Service Transponder on the same Satellite under this Agreement using the time periods specified in such other agreement. In the event a Service Transponder fails on a Confirmed Basis, PanAmSat shall, as soon as possible and to the extent technically feasible, employ certain redundant equipment units, as described in Appendix B ("Spare Equipment") on a first-needed, first-served basis as [***] Filed separately with the Commission pursuant to a request for confidential treatment. among Customer and other Transponder owners, lessees, and users, including without limitation, PanAmSat and its predecessors in interest ("Protected Parties"), as a substitute for a Service Transponder equipment unit which has failed. [***] Filed separately with ; provided, that PanAmSat may elect to use "Substitute Capacity" on the Commission pursuant same Satellite as the failure shall have occurred (as provided below), if available and not subject to a request for confidential treatment. any additional operational restrictions that Customer is not willing to accept, in lieu of using Spare Equipment.. Customer acknowledges and agrees that the Spare redundancy plan of the Satellite may require PanAmSat to reassign certain traveling wave tube amplifiers ("TWTAs") among Transponders to make use of a TWTA. In circumstances in which a spare TWTA is required to be employed for any customer and to do so requires a change in the TWTA assigned to Customer, Customer shall, on notice from PanAmSat, cease transmitting to the applicable Service Transponder(s) to allow the TWTA that is assigned to its Transponder(s) to be reassigned and a different unit (that meets the Service Specifications) to be put in its place. PanAmSat shall use all reasonable efforts to keep to a minimum the time during which Customer is required to cease transmitting under this paragraph, in accordance with good engineering practices, to make the shift in the assignments. If (a) a Service Transponder fails to meet its Service Specifications on a Confirmed Basis, and (b) the Spare Equipment associated with such Service Transponder is not available, and (c) equivalent capacity on another Transponder meeting the Service Specifications in same Beam of the same Satellite as the failure shall have occurred and designated by PanAmSat for DTH use (the "Substitute Capacity"), is available, and its use by Customer in accordance with PanAmSat's Operational Requirements would not be predicted to interfere with the use or rights of others using the Satellite, then PanAmSat shall, as soon as possible and to the extent technically feasible, employ such Substitute Capacity for the failed Service Transponder to satisfy PanAmSat's obligations under this Agreement. PanAmSat may condition its provision of Substitute Capacity on Customer's acceptance, in writing, of such additional restrictions on its use that PanAmSat believes in good faith are necessary so as to protect other Protected Parties from interference. If Customer does not accept such conditions, PanAmSat shall not be obligated to provide Customer with Service from the Substitute Capacity. In the event that [*************PanAmSat employs such Substitute Capacity for a Service Transponder, such Substitute Capacity shall be deemed to be a Service Transponder for all purposes under this Agreement. In the event that [ * * * * * * * * ] Transponders [*****************[ * * * * * * * * * * * * * * * ] to meet their respective [***********] or [*****************************[ * * * * * * * * * * * * * * * * * * * * * * * * * * ] and are entitled to [*********] Filed separately with the Commission pursuant to a request for confidential treatment. [ * * * * * * * *] under any applicable agreement with PanAmSat, then the Protected Party who first executed a definitive agreement as to the affected Satellite with PanAmSat or its predecessors in interest shall, to the extent [[ * * * * * * * * * * * * * ***********************] ], have [**********[ * * * * * *] as to use of the [[ * * * * * * * * * * * * ******************] ]; provided that, if [*******[ * * * * *] from a Transponder is provided to more than [***[ * * ] Protected Party (for example, if there are [***[ * * ] customers each taking service from [*********[ * * * * * ] of a Transponder), PanAmSat's decision may be made in accordance with the order that the [****************] earliest Protected Party(ies) using the Transponder(s) [******************[ * * * * * * * * * * * * * * * ] with PanAmSat or its predecessors in interest. As used in this Section 5.3, the term [*****************[ * * * * * * * * * * * * * * * *] shall be deemed to mean [****[ * ******************************] * * * * * * * * * * * * * * * * * * * * * * ]. All determinations as to when [***********************************[ * * * * * * * * * * * * * * * * * * * * ] shall have occurred, for purposes of determining whether the failures are [************[ * * * * * * * * * * * * * *] shall be made by [**************************************************] [ * * * * * * * * * * * * * * * * * * * * * * * * * * * * * ]. For purposes of this Section 5.3, the date of PanAmSat hereby confirms that Customer's definitive agreement with PanAmSat hereunder shall be deemed to be February 29, 1996. PanAmSat hereby confirms that, as of February 29, 1996, PanAmSat had not entered into any other agreements for PAS-5 transponder capacity other than with Televisa (the first definitive agreement executed for the same Service Transponders), which has given its consent to PanAmSat's commitment of Service from said Service Transponders to CustomerPAS-XX Satellite.