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"Equivalent Subscribers" means, with respect to any System, as of any date
of determination, the sum of: (A) the number of Basic Subscribers served by such
System as of such date; (B) the number of Basic Subscribers represented by the
Bulk Subscribers served by such System as of such date, which number shall be
calculated for full basic cable service provided by such System by dividing (1)
the monthly billings attributable to such System's Bulk Subscribers for full
basic cable service provided by such System for the calendar month immediately
preceding the date on which such calculation is made, by (2) the full,
non-discounted monthly rate charged by such System for full basic cable service
(excluding pass-through charges for sales taxes, line-itemized franchise fees,
fees charged by the FCC and other similar line-itemized charges); and (C) the
number of equivalent Basic Subscribers represented by the "Student Subscribers"
of the Renaissance Companies as of the date of determination, which number will
be determined as set forth on Exhibit A. For purposes of the foregoing, monthly
billings shall exclude billings for a la carte or optional service tiers and for
premium services, pass-through charges for sales taxes, line-itemized franchise
fees, fees charged by the FCC and other similar line-itemized charges, and
nonrecurring charges or credits which include those relating to installation,
connection, relocation and disconnection fees and miscellaneous rental charges
for equipment such as remote control devices and converters.
"ERISA" means the Employee Retirement Income Security Act of 1974, as
amended, and the rules and regulations thereunder, as amended and in effect from
time to time.
"ERISA Affiliate" means a trade or business affiliated within the meaning
of Sections 414(b), (c) or (m) of the Code.
"Escrow Agent" means the Escrow Agent named in the Indemnity Agreement.
"Exchange Act" means the Securities Exchange Act of 1934, as amended, and
the rules and regulations of the SEC promulgated thereunder, as in effect from
time to time.
"Excluded Assets" means the assets listed on Exhibit B.
"FCC" means the Federal Communications Commission, or any successor agency
"FCC Licenses" means any licenses issued or granted to a Renaissance
Company by the FCC, including all amendments thereto and renewals or
"FCC Regulations" means the rules, regulations and published policies and
decisions of the FCC as they are applicable to the Systems and promulgated by
the FCC with respect to the Cable Act, as in effect from time to time.
"Franchise" means any cable television franchise and related agreements,
ordinances, permits, instruments or other authorizations issued or granted to a
Renaissance Company by any