Earthlink 2008 Annual Report Download - page 223

price for the digital phone component shall be deemed to be the price at which such TWC Division offers digital phone when bundled
with at least one other service offering.
(ii)
In respect of each Bundled Package, EarthLink shall be responsible for 25% of the pro rata portion of the Discount
attributable to the EarthLink High-Speed Service. Schedule 1 contains an illustrative example of the Discount allocation. For the
avoidance of doubt, Schedule 1 shall be utilized for financial settlement between EarthLink and TWC only for Service Subscribers in the
EarthLink Bundled Package. Financial settlement of non-EarthLink Bundled Package Service Subscribers shall continue to be handled
pursuant to the Agreement. The TWC Division shall be entitled to deduct EarthLink’
s share of the Discount from the subscription fee split
for the EarthLink High-Speed Service portion of the EarthLink Bundled Package. The parties agree that the EarthLink High-Speed
Service component shall not appear as being discounted on the bill to the customer.
(iii) The TWC Division will have sole discretion to (i) establish and revise the retail price of the EarthLink Bundled
Package (but not, for avoidance of doubt, the a la carte retail price of the EarthLink High-Speed Service as offered by EarthLink) and any
promotional offering associated with the EarthLink Bundled Package, and (ii) establish and revise the specific TWC Division products,
features and services to be included in any EarthLink Bundled Package and any TWC promotional offering associated with the EarthLink
Bundled Package. The TWC Division shall retain sole authority to cancel any video or digital phone components of any EarthLink
Bundled Package and to make corresponding pricing and discount allocation revisions to such revised Bundled Packages.
(iv)
The TWC Division will offer each EarthLink Bundled Package at _ the same price as it offers each comparable
Bundled Package that includes a comparable service level offered by any other high-speed ISP service. EarthLink may propose
promotional offerings for the EarthLink Bundled Package, which shall be subject to the TWC Division’s prior written approval, such
approval not to be unreasonably withheld or delayed; provided, however, that, if TWC consents to conduct an EarthLink-requested
promotional offering for the EarthLink Bundled Package, TWC shall have no obligations with respect to such EarthLink Bundled Package
under the first sentence of this Section 5.2(b)(iv). EarthLink may also propose additional service offerings for the EarthLink Bundled
Package to TWC. Such additional service offerings for the EarthLink Bundled Package shall require the prior written approval of Time
Warner Cable’s corporate office.
(v)
The TWC Division will retain customer-billing responsibility for the Bundled Package. Nothing contained herein
shall change or modify EarthLink’s rights, as set forth in the Agreement, to set the retail price for the a la carte EarthLink High-Speed
Service and to sell other services outside the Bundled Package.
(vi)
To the extent that the TWC Division charges installation fees to install any service component included in the
EarthLink Bundled Package, the TWC
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