A CREDIT IN RESPECT OF ANY BUY IF TWC,
IN GOOD FAITH, ISSUES THE RELEVANT SUBSCRIBER A CREDIT DUE TO SUCH SUBSCRIBER'S
INABILITY TO RECEIVE SUCH PROGRAM (E.G., AS A RESULT OF RECEPTION OR OTHER
TECHNICAL DIFFICULTIES) OR DUE TO SUCH SUBSCRIBER HAVING RECEIVED SUCH PROGRAM
IN ERROR.
6.
PAYMENTS; REPORTS.
(A)
LICENSE FEES SHALL BE PAYABLE ON A [***]
BASIS AND SHALL BE DUE [***] AFTER THE END OF EACH [***].
IN THE EVENT OF A
GOOD FAITH DISPUTE REGARDING ANY FEES, NO SUCH DISPUTED FEES SHALL BE DUE OR
PAYABLE BY TWC TO LICENSOR NOR SUBJECT TO THE RECOVERY OF PREJUDGMENT INTEREST
UNLESS AND UNTIL SUCH DISPUTE HAS BEEN RESOLVED TO THE SATISFACTION OF TWC AND
LICENSOR; PROVIDED THAT LICENSOR AND TWC SHALL USE [***] TO RESOLVE SUCH DISPUTE
WITHIN A [***] PERIOD, AND, IF THE PARTIES ARE UNABLE TO RESOLVE SUCH DISPUTE
WITHIN SUCH [***] PERIOD, THE PARTIES MAY PURSUE ALL AVAILABLE RIGHTS AND
REMEDIES HEREUNDER.
(B)
A STATEMENT OF THE NUMBER OF BUYS DURING THE
RELEVANT [***] SHALL ACCOMPANY EACH PAYMENT OF LICENSE FEES, TOGETHER WITH ANY
OTHER INFORMATION NECESSARY FOR THE COMPUTATION OF THE LICENSE FEES DUE TO
LICENSOR IN RESPECT OF SUCH [***].
(C)
IF ANY AMOUNT DUE HEREUNDER IS NOT PAID
WHEN DUE OR WITHIN [***] THEREAFTER, THE PAYOR SHALL PAY, IN ADDITION TO SUCH
AMOUNT, INTEREST ON SUCH AMOUNT AT A RATE OF [***] PERCENT ([***]%) PER [***]
(OR, IF LOWER, THE MAXIMUM RATE PERMITTED BY LAW) FROM THE DATE ON WHICH SUCH
AMOUNT WAS DUE THROUGH THE DATE ON WHICH PAYMENT OF SUCH AMOUNT IS MADE.
(D)
DURING THE TERM, AND FOR [***] THEREAFTER,
TWC SHALL MAINTAIN ACCURATE AND COMPLETE BOOKS AND RECORDS, IN ACCORDANCE WITH
GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES WHICH CONTAIN INFORMATION
SUFFICIENT TO VERIFY THE FEES DUE LICENSOR HEREUNDER.
UPON NOT LESS THAN [***]
PRIOR WRITTEN NOTICE, LICENSOR SHALL HAVE THE RIGHT, DURING THE TERM, [***], TO
EXAMINE DURING NORMAL BUSINESS HOURS AT A LOCATION WITHIN THE 48 CONTIGUOUS
UNITED STATES WITHOUT UNREASONABLY INTERFERING WITH THE OPERATION OF TWC'S
BUSINESS, THE BOOKS AND RECORDS OF TWC WHICH ARE RELATED DIRECTLY TO THE VIDEO
ON DEMAND OFFERING OF THE PROGRAMS TO THE EXTENT NECESSARY TO VERIFY THE LICENSE
FEES DUE; PROVIDED, HOWEVER, THAT SUCH EXAMINATIONS SHALL NOT BE CONDUCTED MORE
FREQUENTLY THAN [***] AND THAT SUCH EXAMINATIONS SHALL BE LIMITED TO LICENSE
FEES PAYABLE DURING THE [***] AND THE [***] (NOT TO INCLUDE ANY PERIOD IN
RESPECT OF WHICH AN EXAMINATION HAS BEEN CONCLUDED).
IF ANY SUCH EXAMINATION
REVEALS A DISCREPANCY IN THE AMOUNT PAID TO LICENSOR, TWC SHALL PAY LICENSOR AN
AMOUNT EQUAL TO THE AMOUNT OF SUCH DISCREPANCY, PLUS INTEREST ON THE AMOUNT OF
SUCH DISCREPANCY AT THE RATE OF [***]% PER [***] (OR, IF LOWER, THE MAXIMUM RATE
PERMITTED BY LAW) FROM THE DATE ON
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.