4. Compensation to TWC.
4.1 Programming Amount; Certain Definitions. TWC shall deliver to
Renaissance, on or before the last day of each month, a notice (a "Programming
Amount Notice") certifying the Programming Amount for the immediately preceding
month. Renaissance shall pay to TWC, on or before the tenth business day after
its receipt of such Notice, the Programming Amount set forth therein. Each
Programming Amount Notice also shall include the appropriate economic benefit
and/or detriment to TWC, if any, of applicable marketing support, advertising
support, credits, rebates and other incentives provided by Program Service
providers with respect to the Systems.
(a) "Programming Amount" means, for any month, an amount equal to the
sum of (i) the aggregate of the Qualified Single Program Amounts for each and
every Qualified Program Service carried by the Systems during such month, plus
(ii) the Programming Fee (as defined in Section 4.2 below).
(b) "Qualified Program Service" means a Program Service that TWC shall
determine in good faith it can provide to the Systems at the Qualified Single
Program Amount without breaching or violating its agreement with the provider of
such Program Service. "Program Service" means any network or satellite-delivered
or broadcast-originated service (including broadcast services made available
pursuant to appropriate retransmission consent agreements) or individual program
event or regional sports or news service, excluding, however, all Local
Programming. "Local Programming" means programming which is of primarily local
(as opposed to regional or national) interest, including local broadcast
services other than local broadcast services which are the subject of
retransmission consent agreements with TWC or its controlled Affiliates.
(c) Subject to Section 4.1(d) below, "Qualified Single Program Amount"
means for any Qualified Program Service carried by the Systems during any month
that is billed by the Program Service provider (including without limitation
Program Service providers which are Affiliates of TWC):
(i) on a per-subscriber basis, an amount equal to the fees and
charges actually due to the Program Service provider from TWC for the
carriage of such Program Service during such month by the Systems; or
(ii) on a basis other than per-subscriber, an amount equal to the
equivalent per-subscriber cost due to the Program Service provider from TWC
for the carriage of such Program Service during such month by the Systems.
(d) The Qualified Single Program Amount for any Qualified Program
Service provided by TWC to Renaissance shall be no greater than the net
effective rate per subscriber that TWC offers to other similarly situated