Common use of Guarantee Absolute and Unconditional Clause in Contracts

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated Borrowers or any Guarantor with respect to the Obligations or the Time Warner Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or any other Credit Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Subsidiary Guarantee or acceptance of this Subsidiary Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Subsidiary Guarantee; and all dealings between either one or both of the Designated Borrowers or Borrower and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Subsidiary Guarantee. Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Borrower or both any of the Designated Borrowers or any Guarantor Subsidiary Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Subsidiary Guarantor understands and agrees that this Subsidiary Guarantee shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one the Borrower or both any Subsidiary Guarantor or other obligor in respect of any of the Designated Borrowers or any other Person Obligations against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such Subsidiary Guarantor under this Subsidiary Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against any such Subsidiary Guarantor. For This Subsidiary Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereof "demand" extent of its terms upon each Subsidiary Guarantor and the successors and assigns thereof, and shall include inure to the commencement benefit of the Administrative Agent and continuance the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guarantee shall have been satisfied by payment in full in cash and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent Agent, the Issuing Lender or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers Borrower or any of the Guarantors, on the one hand, Guarantors and the Administrative Agent and Agent, the Lenders, on the other, Issuing Lender or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Borrower or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or Agreement, the Notes, any other Credit Document, the Letters of Credit, any Interest Rate Agreements, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Agent, the Issuing Lender or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both the Borrower, any of the Designated Borrowers Guarantors or any other Person against the Administrative Agent Agent, the Issuing Lender or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such any Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and and/or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereof "demand" extent of its terms upon each Guarantor and the successors and assigns thereof, and shall include inure to the commencement benefit of the Administrative Agent and continuance the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Historic TW Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated Borrowers or any Guarantor with respect to the Obligations or the Time Warner Historic TW Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or any other Credit Document, any of the Obligations or the Time Warner Historic TW Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from the Obligations or of Time Warner Historic TW from the Time Warner Historic TW Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Historic TW Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "“demand" ” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or any other Credit Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any GuarantorGuarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any the other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such the other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such the other Guarantor Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and/or any of the Time Warner Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and . The Obligations or any of them, them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; , and all dealings between either one or both of the Designated Borrowers or Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Borrower or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or Agreement, any other Credit Document, any of the Obligations or the Time Warner Obligations or or, if applicable, any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person Borrower against the Administrative Agent or any Lender, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between the Borrower or either one or both of the Designated Borrowers or any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or either one or both of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or any other Credit Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any GuarantorGuarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower from the Obligations, or of either one or both of the Designated Borrowers from the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor Guarantors under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Historic TW Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated Borrowers or any Guarantor with respect to the Obligations or the Time Warner Historic TW Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or any other Credit Document, any of the Obligations or the Time Warner Historic TW Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from the Obligations or of Time Warner Historic TW from the Time Warner Historic TW Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Historic TW Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor The U.S. Borrower waives ------------------------------------ any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Canadian Borrower Obligations and notice of or proof of reliance by the any Administrative Agent or any Lender upon this Guarantee Agreement or acceptance of this GuaranteeAgreement; the Canadian Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeAgreement; and all dealings between either one or both of the Designated Borrowers or any of and the GuarantorsU.S. Borrower and the Canadian Borrower, on the one hand, and the Administrative Agent Agents and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each Guarantor The U.S. Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated other Borrowers or any Guarantor and the U.S. Borrower with respect to the Obligations or the Time Warner Canadian Borrower Obligations. This Guarantee Section 12 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement or this Agreement, any other Credit Loan Document, any of the Obligations or the Time Warner Canadian Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the any Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or Canadian Borrower against any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the Canadian Borrower or both of the Designated Borrowers or any GuarantorU.S. Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Canadian Borrower for the Obligations or of Time Warner from the Time Warner Canadian Borrower Obligations, or of such Guarantor the U.S. Borrower under this GuaranteeSection 12, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against the U.S. Borrower, any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Canadian Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Canadian Borrower Obligations or any right of offset with respect thereto, and any failure by the any Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such the other Guarantor Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the U.S. Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the any Administrative Agent or any Lender against the U.S. Borrower. This Section 12 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the U.S. Borrower and its successors and assigns, and shall inure to the benefit of the Administrative Agents and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Canadian Borrower Obligations and the obligations of the U.S. Borrower under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedingsCanadian Borrower Obligations.

Guarantee Absolute and Unconditional. Each Guarantor The U.S. Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee Agreement or acceptance of this GuaranteeAgreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeAgreement; and all dealings between either one or both of the Designated Borrowers or any of and the GuarantorsU.S. Borrower and the other Borrowers, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each Guarantor The U.S. Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated other Borrowers or any Guarantor and the U.S. Borrower with respect to the Obligations or the Time Warner Obligations. This Guarantee Section 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement or this Agreement, any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or any (other Person than the U.S. Borrower) against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any Guarantorthe U.S. Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor the U.S. Borrower under this GuaranteeSection 10, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Borrower, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any the other Guarantor Borrowers or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such the other Guarantor Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the U.S. Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.U.S.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and/or any of the Time Warner Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Lender other Secured Party upon this Guarantee or acceptance of this Guarantee; , the Obligations, and Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or and any of the Guarantors, on the one hand, and the Administrative Agent and the Lendersother Secured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated Borrowers or any Guarantor of the Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or Agreement, any other Credit Document, any Letter of Credit or any Hedge Agreement, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lenderother Secured Party, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person against the Administrative Agent or any Lender, other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrowers or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, other Secured Party to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Lender against Hedge Agreement the Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of the Borrower. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor's expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. For Any execution and delivery of documents pursuant to the purposes hereof "demand" preceding sentence of this Section 7 shall include be without recourse to or warranty by the commencement and continuance of any legal proceedingsAdministrative Agent.

Guarantee Absolute and Unconditional. Each Guarantor The U.S. Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the any Administrative Agent or any Lender upon this Guarantee Agreement or acceptance of this GuaranteeAgreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeAgreement; and all dealings between either one or both of the Designated Borrowers or any of and the GuarantorsU.S. Borrower and the other Borrowers, on the one hand, and the Administrative Agent Agents and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each Guarantor The U.S. Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated other Borrowers or any Guarantor and the U.S. Borrower with respect to the Obligations or the Time Warner Obligations. This Guarantee Section 14 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement or this Agreement, any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the any Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or (other than the U.S. Borrower) against any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any Guarantorthe U.S. Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor the U.S. Borrower under this GuaranteeSection 14, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against the U.S. Borrower, any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any the other Guarantor or any other Person relevant Borrower or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the any Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person Borrower or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such the other Guarantor Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the U.S. Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the any Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.U.S.

Guarantee Absolute and Unconditional. (a) Each New Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and/or any of the Time Warner Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and . The Obligations or any of them, them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; , and all dealings between either one or both of the Designated Borrowers or Borrower and any of the GuarantorsNew Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each New Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Borrower or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Each New Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or Agreement, any other Credit Document, any of the Obligations or the Time Warner Obligations or or, if applicable, any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person Borrower against the Administrative Agent or any Lender, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers Borrower or any New Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such any New Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) Each U.S. Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and/or any of the Time Warner Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Lender other Secured Party upon this U.S. Guarantee or acceptance of this U.S. Guarantee; the Obligations, and any of them, . All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this U.S. Guarantee; , and all dealings between either one or both of the Designated Borrowers or any Borrower and any of the U.S. Guarantors, on the one hand, and the Administrative Agent and the Lendersother Secured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this U.S. Guarantee. Each To the fullest extent permitted by applicable law, each U.S. Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to or upon either one or both nonpayment, notice of acceptance and any other notice in respect of the Designated Obligations or any part of them, and any defense arising by reason of any disability or other defense of the Borrowers or any Guarantor of the U.S. Guarantors with respect to the Obligations or the Time Warner Obligations. This Each U.S. Guarantor understands and agrees that this U.S. Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or Agreement, any other Credit Document, any Letter of Credit, any Secured Cash Management Agreement or Secured Hedge Agreement, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lenderother Secured Party, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person Borrower against the Administrative Agent or any Lender, other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one any Borrower or both of the Designated Borrowers or any such U.S. Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of any Borrower for the Designated Borrowers from the Obligations or of Time Warner from the Time Warner Obligations, or of such U.S. Guarantor under this U.S. Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any U.S. Guarantor, the Administrative Agent and any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, other Secured Party to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such U.S. Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the other Secured Parties against any such U.S. Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between either one or both any of the Designated Borrowers or and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both any of the Designated Borrowers or any Guarantor of the Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one any Borrower or both of the Designated Borrowers or any such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both any of the Designated Borrowers from for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor of the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereof "demand" extent of its terms upon each Guarantor and the successors and assigns thereof, and shall include inure to the commencement benefit of the Administrative Agent and continuance the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each (a) The New Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and/or any of the Time Warner Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and . The Obligations or any of them, them shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; , and all dealings between either one or both of the Designated Borrowers or any of Borrower and the GuarantorsNew Guarantor, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each The New Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Borrower or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This The New Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or Agreement, any other Credit Document, any of the Obligations or the Time Warner Obligations or or, if applicable, any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person Borrower against the Administrative Agent or any Lender, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any New Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such the New Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Subsidiary Guarantee or acceptance of this Subsidiary Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Subsidiary Guarantee; and all dealings between either one or both of the Designated Borrowers or Kimco and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Subsidiary Guarantee. Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one Kimco or both any of the Designated Borrowers or any Guarantor Subsidiary Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Subsidiary Guarantor understands and agrees that this Subsidiary Guarantee shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one Kimco or both any Subsidiary Guarantor or other obligor in respect of any of the Designated Borrowers or any other Person Obligations against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one Kimco or both of the Designated Borrowers or any such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of Kimco for the Designated Borrowers from the Obligations or of Time Warner from the Time Warner Obligations, or of such Subsidiary Guarantor under this Subsidiary Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Subsidiary Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor Kimco or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor Kimco or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor Kimco or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Subsidiary Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against any such Subsidiary Guarantor. For This Subsidiary Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereof "demand" extent of its terms upon each Subsidiary Guarantor and the successors and assigns thereof, and shall include inure to the commencement benefit of the Administrative Agent and continuance of any legal proceedingsthe Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations shall have been satisfied by payment in full in cash.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of of, the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and/or any of the Time Warner Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Lender Purchasers upon this Guarantee or acceptance of this Guarantee; the Obligations, and the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; and all dealings between either one Amicus UK or both of the Designated Borrowers or any of the GuarantorsAmicus UK Holding and Guarantor, on the one hand, and the Administrative Agent and the LendersPurchasers, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one Amicus UK, Amicus UK Holding, any of their successors or both of the Designated Borrowers permitted assigns, or any Guarantor with respect to the Obligations or the Time Warner Obligations. This Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or Note and Warrant Purchase Agreement, any other Credit Transaction Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any LenderPurchasers, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by either one or both of the Designated Borrowers Amicus UK, Amicus UK Holding or any other Person of their successors or permitted assigns against the Administrative Agent or any Lender, Purchasers or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any Guarantorother than payment in full) which that constitutes, or might be construed to constitute, an equitable or legal discharge of either one Amicus UK, Amicus UK Holding or both any of their successors and permitted assigns for the Designated Borrowers from the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its rights terms upon Guarantor and remedies hereunder against any Guarantor, the Administrative Agent successors and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunderassigns thereof, and shall not impair or affect inure to the rights and remedies, whether express, implied or available as a matter of law, benefit of the Administrative Agent or any Lender against any Guarantor. For Purchasers, and its successors, indorsees, transferees and assigns, until all the purposes hereof "demand" Obligations shall include have been satisfied by payment in full and the commencement and continuance of any legal proceedingsNotes shall be terminated.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of of, the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and/or any of the Time Warner Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Lender Purchasers upon this Guarantee or acceptance of this Guarantee; the Obligations, and the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or any of the GuarantorsAmicus UK and Guarantor, on the one hand, and the Administrative Agent and the LendersPurchasers, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one Amicus UK, any of its successors or both of the Designated Borrowers permitted assigns, or any Guarantor with respect to the Obligations or the Time Warner Obligations. This Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or Note and Warrant Purchase Agreement, any other Credit Transaction Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any LenderPurchasers, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by either one or both of the Designated Borrowers Amicus UK or any other Person of its successors or permitted assigns against the Administrative Agent or any Lender, Purchasers or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any Guarantorother than payment in full) which that constitutes, or might be construed to constitute, an equitable or legal discharge of either one Amicus UK or both of its successors and permitted assigns for the Designated Borrowers from the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its rights terms upon Guarantor and remedies hereunder against any Guarantor, the Administrative Agent successors and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunderassigns thereof, and shall not impair or affect inure to the rights and remedies, whether express, implied or available as a matter of law, benefit of the Administrative Agent or any Lender against any Guarantor. For Purchasers, and its successors, indorsees, transferees and assigns, until all the purposes hereof "demand" Obligations shall include have been satisfied by payment in full and the commencement and continuance of any legal proceedingsNotes shall be terminated.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and/or any of the Time Warner Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Lender other Secured Party upon this Guarantee or acceptance of this Guarantee; , the Obligations, and Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or and any of the Guarantors, on the one hand, and the Administrative Agent and the Lendersother Secured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated Borrowers or any Guarantor of the Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or Agreement, any other Credit Document, any Hedge Agreement, any Cash Management Agreement, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lenderother Secured Party, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person against the Administrative Agent or any Lender, other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrowers or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, other Secured Party to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until the Final Date. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of RailAmerica. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s reasonable expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. Any execution and delivery of documents pursuant to the preceding sentence of this Section 7 shall be without recourse to or warranty by the Administrative Agent or the Secured Parties. If any Guarantor attempts to revoke this Guarantee, any such revocation by any such Guarantor shall not affect the liability of such or any Lender against other Guarantor for any GuarantorObligations incurred prior to the receipt by Administrative Agent of such notice of revocation. For the purposes hereof "demand" shall include the commencement and continuance Upon receipt of any legal proceedingssuch notice of revocation, all Obligations shall mature and become immediately due and payable.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations Liabilities and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Guarantee Section 2 or acceptance of the guarantee contained in this GuaranteeSection 2; the ObligationsLiabilities, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Guarantee; Section 2, and all dealings between either one or both of the Designated Borrowers or any Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 2. Each Guarantor waives (a) diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated Borrowers or any Guarantor of the Guarantors with respect to the Obligations Liabilities, (b) notice of the existence or creation or non-payment of all or any of the Time Warner ObligationsLiabilities, and (c) all diligence in collection or protection of or realization upon any Liabilities or any security for or guaranty of any Liabilities. This Guarantee shall be construed as a continuingAgent or any Lender may, absolute from time to time, at its sole discretion and unconditional guarantee without notice to any Guarantor (or any of payment without regard to them), take any or all of the following actions: (a) the validity, regularity retain or enforceability of the Credit Agreement or obtain a security interest in any other Credit Document, property to secure any of the Obligations or the Time Warner Obligations Liabilities or any obligation hereunder, (b) retain or obtain the primary or secondary obligation of any obligor or obligors with respect to any of the Liabilities, (c) extend or renew any of the Liabilities for one or more periods (whether or not longer than the original period), alter or exchange any of the Liabilities, or release or compromise any obligation of any Guarantor or any obligation of any nature of any other collateral security therefor or guarantee obligor with respect to any of the Liabilities, (d) release any guaranty or right of offset or its security interest in, or surrender, release or permit any substitution or exchange for, all or any part of any property securing any of the Liabilities or any obligation hereunder, or extend or renew for one or more periods (whether or not longer than the original period) or release, compromise, alter or exchange any obligations of any nature of any obligor with respect thereto at to any time such property, and (e) resort to any Guarantor for payment of any of the Liabilities when due, whether or from time to time held by the Administrative not Agent or such Lender shall have resorted to any Lender, (b) property securing any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers Liabilities or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand obligation hereunder or otherwise pursuing its rights and remedies hereunder shall have proceeded against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor or any other Person obligor primarily or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset secondarily obligated with respect thereto, and to any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedingsLiabilities.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender or the Issuing Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersLenders and the Issuing Lender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Borrower or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender or the Issuing Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person Borrower against the Administrative Agent or any Lender or the Issuing Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender and the Issuing Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, or the Issuing Lender to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any and the Lenders and the Issuing Lender against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereof "demand" extent of its terms upon each Guarantor and the successors and assigns thereof, and shall include inure to the commencement benefit of the Agent and continuance the Lenders and the Issuing Lender, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Subsidiary Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Subsidiary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeArticle X; and all dealings between either one or both of the Designated Borrowers or Company, any Foreign Subsidiary Borrower and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor Article X. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated Foreign Subsidiary Borrowers or any Guarantor of the Subsidiary Guarantors with respect to the Obligations or the Time Warner Subsidiary Obligations. This The Company understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement or any other Credit Documentthis Agreement, any of the Obligations or the Time Warner Subsidiary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers any Foreign Subsidiary Borrower, Subsidiary Guarantor or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers any Borrower or any Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one the Foreign Subsidiary Borrowers or both of Subsidiary Guarantors for the Designated Borrowers from the Obligations or of Time Warner from the Time Warner Subsidiary Obligations, or of such Guarantor the Company under this GuaranteeArticle X, in bankruptcy or in any other instance. When making a any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Company, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrowerthe Foreign Subsidiary Borrowers, any Subsidiary Guarantor or any other Guarantor guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Subsidiary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated any Foreign Subsidiary Borrower, any such Subsidiary Guarantor, any other Guarantor guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated any Foreign Subsidiary Borrower, any such Subsidiary Guarantor, any other Guarantor guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any obligation or liability hereunderunder this Article X, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. the Company under this Article X. For the purposes hereof "“demand" ” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and/or any of the Time Warner Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Borrower or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or Agreement, any other Credit Document, any Letter of Credit or any Hedge Agreement, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person Borrower against the Administrative Agent or any Lender, Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the Lenders against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereof "demand" extent of its terms upon each Guarantor and the successors and assigns thereof, and shall include inure to the commencement benefit of the Administrative Agent and continuance the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any legal proceedingsHedge Agreement the Borrower may be free from any Obligations.

Guarantee Absolute and Unconditional. Each The Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee the Credit Agreement or acceptance of the Credit Agreement or this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the Credit Agreement and this Guarantee; and all dealings between either one the Borrower or both of the Designated Foreign Subsidiary Borrowers or any of and the GuarantorsGuarantor, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon the Credit Agreement and this Guarantee. Each The Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Borrower or both of the Designated Foreign Subsidiary Borrowers or any and the Guarantor with respect to the Obligations or the Time Warner Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or this Guarantee, any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one the Borrower or both of the Designated Foreign Subsidiary Borrowers or any other Person against the Administrative Agent or any Lender, (c) any law, regulation, decree or order of any jurisdiction, or any other event, affecting the Obligations or any Lender’s rights with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, that would prevent the exchange of a non-Dollar currency for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice; or (cii) a declaration of banking moratorium or any suspension of payments by banks in such jurisdiction or the imposition by such jurisdiction or any governmental authority thereof of any moratorium on the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction; or (iii) any expropriation, confiscation, nationalization or requisition by such country or any governmental authority that directly or indirectly deprives the companies in such jurisdiction of any payment obligation under the Obligations; or (iv) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction that has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Guarantee), or (d) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Foreign Subsidiary Borrowers or any the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one the Borrower or both of the Designated Foreign Subsidiary Borrowers from for the Obligations or of Time Warner from the Time Warner Obligations, or of such the Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any the Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrower or the Foreign Subsidiary Borrowers or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other the Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Borrower or the Foreign Subsidiary Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any the Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereof "demand" extent of its terms upon the Guarantor and its successors and assigns, and shall include inure to the commencement benefit of the Administrative Agent and continuance the Lenders, and their respective successors, endorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower or the Foreign Subsidiary Borrowers may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each Guarantor waives any hereby agrees that its obligations shall be absolute, irrevocable, and all notice unconditional and, without limiting the generality of the creationforegoing, renewalshall not be released, extension discharged, or accrual of otherwise affected by: (a) any failure or delay to enforce the provisions of the Obligations and/or Note Purchase Agreement or the other Note Documents; (b) any contest by the Issuer or any other Person as to the amount of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated Borrowers or any Guarantor with respect to the Guaranteed Obligations or the Time Warner Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of any terms of the Credit Agreement Note Documents or the perfection or priority of any security interest granted to the Beneficiaries by the Issuer or any other Credit DocumentPersonthe perfection, release or extent of any Collateral or Guarantor Collateral (as defined below) or any failure to realize on any Collateral or Guarantor Collateral; (c) any waiver, modification, or consent to departure from, or amendment of the Note Purchase Agreement or other Note Documents; (d) any taking or failure to take a security interest by the Beneficiaries or any loss of, or loss of value of, any security interest granted to the Beneficiaries; (e) any defence, counter-claim or right of set-off available to the Issuer or any other Person; (f) the invalidity, illegality, or unenforceability of the Note Purchase Agreement or other Note Documents or the Guaranteed Obligations; (g) any limitation of status or power, disability, incapacity or other circumstance relating to the Issuer, any of the Obligations or the Time Warner Obligations Guarantors or any other collateral security therefor Person, including any bankruptcy, insolvency, reorganization, composition, adjustment, dissolution, liquidation, winding-up or guarantee other like proceeding involving or right of offset with respect thereto at affecting the Issuer, any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor Guarantors or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset action taken with respect theretoto this Guarantee by any trustee or receiver, and or by any failure by the Administrative Agent or any Lender to make court, in any such demandproceeding, to pursue whether or not such other rights Guarantor has notice or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor or any such other Person or knowledge of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.foregoing;

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the . The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended annexed or waived, in reliance upon this Guarantee; , and all dealings between either one or both of the Designated Borrowers Company or any of the Guarantors, on the one hand, Guarantors and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Company or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligationsthis Guarantee. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not of collection, without regard to (whether or not the Guarantor or the Company shall have any knowledge or notice of any of the following) (a) the validity, regularity or enforceability of the Revolving Credit Agreement or Agreement, the Revolving Notes, the Swing Line Note, the Standby Letters of Credit, any of the other Credit DocumentDocuments, any of the Obligations or the Time Warner Obligations or any other collateral security therefor therefore or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person Company against the Administrative Agent or any Lender, or (c) any termination, amendment or modification of, or deletion from, or addition or supplement to, or other change in any of the Credit Documents or any other instrument or agreement applicable to any of the parties to such agreements, or any furnishing or acceptance of additional security, or any release of, exchange or action with respect to any security, for the obligations of the Company under the Credit Documents, or the failure of any security or the failure of any Person to perfect any interest in any collateral security; (d) any exercise, nonexercise or waiver of any right, remedy, power or privilege under or in respect of any Credit Document or any obligation or liability contained therein or any failure to mitigate damages under any Credit Document or any waiver of any such right, remedy, power or privilege or any failure to give any notice (including notice of an Event of Default) to any Credit Party; (e) any extension of time for payment of any Obligation, or of the time for performance of any other obligations, covenants or agreements under or arising out of any Credit Document, or the extension or the renewal of any thereof; and (f) any other law, rule, regulation, event, condition or circumstance whatsoever (with or without notice to or knowledge of either one the Company or both of the Designated Borrowers or any such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Company for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this GuaranteeGuarantee (or of a guarantor or surety in general), in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Company or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset set-off with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetset-off, or any release of either Designated Borrower, any such other Guarantor the Company or any such other Person or of any such collateral security, guarantee or right of offsetset-off, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereof "demand" extent of its terms upon each Guarantor and the successors and assigns thereof, and shall include inure to the commencement benefit of the Agent and continuance the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, no Standby Letter of Credit shall remain outstanding or not fully cash collateralized and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Revolving Credit Agreement the Company may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee Agreement or acceptance of this GuaranteeAgreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeAgreement; and all dealings between either one or both of the Designated Foreign Subsidiary Borrower and the Local Currency Borrowers or any of and the GuarantorsCompany, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each Guarantor The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated Foreign Subsidiary Borrowers or any Guarantor and the Local Currency Borrowers and the Company with respect to the Obligations or the Time Warner Obligations. This Guarantee Article XI shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or this Agreement, any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Foreign Subsidiary Borrowers or any other Person the Local Currency Borrowers against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Foreign Subsidiary Borrowers or any Guarantorthe Local Currency Borrowers or the Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one the Foreign Subsidiary Borrowers or both of the Designated Local Currency Borrowers from for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor the Company under this GuaranteeArticle XI, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Company, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Foreign Subsidiary Borrowers or the Local Currency Borrowers or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Foreign Subsidiary Borrowers or the Local Currency Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Foreign Subsidiary Borrowers or the Local Currency Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Article XI shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Company under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Foreign Subsidiary Borrowers or the Local Currency Borrowers may be free from any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedingsObligations.

Guarantee Absolute and Unconditional. (a) Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and/or any of the Time Warner Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any other Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, . All Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; , and all dealings between either one or both of the Designated Borrowers or Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the other Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each To the fullest extent permitted by applicable law, each Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to or upon either one or both nonpayment, notice of acceptance and any other notice in respect of the Designated Borrowers Obligations or any Guarantor part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Bridge Credit Agreement or Agreement, any other Credit Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any other Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person Borrower against the Administrative Agent or any Lender, other Lender or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any other Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any other Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor a Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender and the other Lenders against any such Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Subsidiary Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Subsidiary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeArticle X; and all dealings between either one or both of the Designated Borrowers or Company, the Subsidiaries and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor Article X. The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Foreign Subsidiary Borrowers, the Subsidiaries or both any of the Designated Borrowers or any Guarantor Subsidiary Guarantors with respect to the Obligations or the Time Warner Subsidiary Obligations. This The Company understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement or any other Credit Documentthis Agreement, any of the Obligations or the Time Warner Subsidiary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers any Foreign Subsidiary Borrower, any Subsidiary or any other Person against the Administrative Agent or any LenderLender or any Cash Management Bank or any Hedge Bank, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers any Borrower or any Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one the Foreign Subsidiary Borrowers or both of the Designated Borrowers from Subsidiaries for the Obligations or of Time Warner from the Time Warner Subsidiary Obligations, or of such Guarantor the Company under this GuaranteeArticle X, in bankruptcy or in any other instance. When making a any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Company, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrowerthe Foreign Subsidiary Borrowers or any, any relevant Subsidiary, any Subsidiary Guarantor or any other Guarantor guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Subsidiary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated any Foreign 104 #93177127v17 Subsidiary Borrower, any such other Subsidiary, any Subsidiary Guarantor or any such other guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated any Foreign Subsidiary Borrower, any such other Subisdiary, any Subsidiary Guarantor or any such other guarantor or any other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any obligation or liability hereunderunder this Article X, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. the Company under this Article X. For the purposes hereof "“demand" ” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the . The Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended annexed or waived, in reliance upon this Guarantee; , and all dealings between either one or both of the Designated Borrowers Company or any of the Guarantors, on the one hand, Guarantors and the Administrative Agent and the Lenders, on the other, or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Company or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligationsthis Guarantee. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not of collection, without regard to (whether or not the Guarantor or the Company shall have any knowledge or notice of any of the following) (a) the validity, regularity or enforceability of the Revolving Credit Agreement or Agreement, the Revolving Notes, the Swing Line Note, the Standby Letters of Credit, any of the other Credit DocumentDocuments, any of the Obligations or the Time Warner Obligations or any other collateral security therefor therefore or guarantee or right of offset set-off with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person Company against the Administrative Agent or any Lender, or (c) any termination, amendment or modification of, or deletion from, or addition or supplement to, or other circumstance whatsoever (with or without notice to or knowledge of either one or both change in any of the Designated Borrowers or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor Credit Documents or any other Person instrument or against agreement applicable to any collateral security or guarantee for of the Obligations or the Time Warner Obligations parties to such agreements, or any right furnishing or acceptance of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offsetadditional security, or any release of, exchange or action with respect to any security, for the obligations of either Designated Borrowerthe Company under the Credit Documents, or the failure of any such other Guarantor security or the failure of any Person to perfect any interest in any collateral security; (d) any exercise, nonexercise or waiver of any right, remedy, power or privilege under or in respect of any Credit Document or any such other Person obligation or liability contained therein or any failure to mitigate damages under any Credit Document or any waiver of any such collateral securityright, guarantee remedy, power or right privilege or any failure to give any notice (including notice of offset, shall not relieve an Event of Default) to any Guarantor Credit Party; (e) any extension of time for payment of any liability hereunderObligation, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.time for performance of

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative any Agent or any Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Borrower or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person Borrower against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent Agent, the Issuing Lender or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers Company or any of the Guarantors, on the one hand, Guarantors and the Administrative Agent and Agent, the Lenders, on the other, Issuing Lender or any Lender shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Company or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or Agreement, the Notes, any other Credit Document, the Letters of Credit, any Interest Rate Agreements, any Foreign Currency Agreements, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time tune or from time to time held by the Administrative Agent Agent, the Issuing Lender or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both the Company, any of the Designated Borrowers Guarantors or any other Person against the Administrative Agent Agent, the Issuing Lender or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the Company or both of the Designated Borrowers or any such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Company for the Obligations or of Time Warner from the Time Warner Obligations, or of such any Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and and/or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Company or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Company or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereof "demand" extent of its. terms upon each Guarantor and the successors and assigns thereof, and shall include inure to the commencement benefit of the Administrative Agent and continuance the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Company may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and/or any of the Time Warner Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Lender other Secured Party upon this Guarantee or acceptance of this Guarantee; , the Obligations, and Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or UK Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lendersother Secured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the UK Borrower or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or Agreement, any other Credit Document, any Letter of Credit or any Hedge Agreement, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lenderother Secured Party, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person UK Borrower against the Administrative Agent or any Lender, other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the UK Borrower or both of the Designated Borrowers or any such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of either one discharge, defence or both limitation of the Designated Borrowers from UK Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent or and any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the UK Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, other Secured Party to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the UK Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the UK Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit drawn by the UK Borrower shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Lender against Hedge Agreement the Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the US Borrower. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. For Any execution and delivery of documents pursuant to the purposes hereof "demand" preceding sentence of this Section 7 shall include be without recourse to or warranty by the commencement and continuance of any legal proceedingsAdministrative Agent.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Historic TW Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers Borrower or any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated Borrowers Borrower or any Guarantor with respect to the Obligations or the Time Warner Historic TW Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or any other Credit Document, any of the Obligations or the Time Warner Historic TW Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers Borrower or any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any GuarantorGuarantors) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers Borrower from the Obligations or of Time Warner Historic TW from the Time Warner Historic TW Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Historic TW Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "“demand" ” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, incurred in reliance upon this Guarantee; and all dealings between either one the Borrower or both of the Designated Borrowers or any of the GuarantorsGuarantor, on the one hand, and the Administrative Agent and the LendersLender, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives promptness, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Borrower or both of the Designated Borrowers or any Guarantor with respect to the Obligations or the Time Warner Obligations. This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity lack of validity or enforceability of the Credit Agreement Note, the Mortgage or any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off, recoupment, deduction, counterclaim or counterclaim other right (other than a defense of payment or performance) which may at any time be available to or be asserted by either one Borrower against Lender, (c) any modification, extension, renewal, reduction, limitation, impairment or both termination of any Obligations for any reason, (d) any change in the name, purpose, capital stock or constitution of Borrower, (e) any irregularity, defect or unauthorized action by Borrower or any of its officers, directors or other agents in executing and delivering any Loan Document or in carrying out or attempting to carry out the terms of the Designated Borrowers Loan Documents, (f) any insolvency, bankruptcy, reorganization or similar proceeding by or against Borrower, (g) the amount which may be bid by Lender or any other Person against the Administrative Agent or person at any Lenderforeclosure sale, or (ch) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such the Guarantor under this Guarantee, in bankruptcy or in any other instance. When making Guarantor hereby waives all defenses of a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as surety to which it may have against either Designated Borrower, any other Guarantor be entitled by statute or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedingsotherwise.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and/or any of the Time Warner Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Lender other Secured Party upon this Guarantee or acceptance of this Guarantee; , the Obligations, and Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or and any of the Guarantors, on the one hand, and the Administrative Agent and the Lendersother Secured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated Borrowers or any Guarantor of the Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or Agreement, any other Credit Document, any Letter of Credit or any Hedge Agreement, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lenderother Secured Party, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person against the Administrative Agent or any Lender, other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrowers or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, other Secured Party to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Lender against Hedge Agreement the Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of the Borrower. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. For Any execution and delivery of documents pursuant to the purposes hereof "demand" preceding sentence of this Section 7 shall include be without recourse to or warranty by the commencement and continuance of any legal proceedingsAdministrative Agent.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender other holder of the Obligations upon this Guarantee or acceptance of this Guarantee; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon upon, this Guarantee; and all dealings between either one or both of the Designated Borrowers or Company, any other Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lendersother holders of the Obligations, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Company, any other Borrower or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance of the Obligations without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement or any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lenderother holder of the Obligations, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person against the Administrative Agent or any Lenderother holder of the Obligations, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both any of the Designated Borrowers or any such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any Lender other holder of the Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated the Company, any other Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender other holder of the Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated the Company, any other Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated the Company, any other Borrower, any such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender other holder of the Obligations against any Guarantor. For the purposes hereof "“demand" ” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor The U.S. Borrower waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the any Administrative Agent or any Lender upon this Guarantee Agreement or acceptance of this GuaranteeAgreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeAgreement; and all dealings between either one or both of the Designated Borrowers or any of and the GuarantorsU.S. Borrower and the other Borrowers, on the one hand, and the Administrative Agent Agents and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each Guarantor The U.S. Borrower waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated other Borrowers or any Guarantor and the U.S. Borrower with respect to the Obligations or the Time Warner Obligations. This Guarantee Section 14 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit Agreement or this Agreement, any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the any Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or (other than the U.S. Borrower) against any other Person against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any Guarantorthe U.S. Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor the U.S. Borrower under this GuaranteeSection 14, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against the U.S. Borrower, any Guarantor, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any the other Guarantor or any other Person relevant Borrower or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the any Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor or any such other Person Borrower or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such the other Guarantor Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the U.S. Borrower of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the any Administrative Agent or any Lender against the U.S. Borrower. This Section 14 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the U.S. Borrower and its successors and assigns, and shall inure to the benefit of the Administrative Agents and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the U.S. Borrower under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Guarantee Section 9 or acceptance of the guarantee contained in this GuaranteeSection 9; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 9; and all dealings between either one or both of the Designated Borrowers or Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 9. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Borrower or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Guarantee Each Guarantor understands and agrees that the guarantee contained in this Section 9 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit this Agreement or any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers Borrower or any other Person against the Administrative Agent or any Lender, (c) any change in the corporate existence or structure of the Borrower or any other Person or any change in any law, regulation or order (including the Orders) affecting the Obligations, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 9, in bankruptcy or in any other instance. When making a any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated the Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated the Borrower, any such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the guarantee contained in this Guarantee Section 9 or acceptance of the guarantee contained in this GuaranteeSection 9; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this GuaranteeSection 9; and all dealings between either one or both of the Designated Borrowers or Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this GuaranteeSection 9. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Borrower or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Guarantee Each Guarantor understands and agrees that the guarantee contained in this Section 9 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity validity or enforceability of the Credit this Agreement or any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers Borrower or any other Person against the Administrative Agent or any Lender, (c) any change in the corporate existence or structure of the Borrower or any other Person or any change in any law, regulation or order (including the Orders) affecting the Obligations, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under the guarantee contained in this GuaranteeSection 9, in bankruptcy or in any other instanceinstance other than payment in full and indefeasible discharge and satisfaction of all Obligations. When making a any demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and or any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated the Borrower, any such other Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated the Borrower, any such other Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against any Guarantor. For the purposes hereof "“demand" ” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender or the Issuing Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or Borrower and any of the Guarantors, on the one hand, and the Administrative Agent and the LendersLenders and the Issuing Lender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Borrower or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender or the Issuing Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person Borrower against the Administrative Agent or any Lender or the Issuing Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender and the Issuing Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, or the Issuing Lender to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any and the Lenders and the Issuing Lender against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereof "demand" extent of its terms upon each Guarantor and the successors and assigns thereof, and shall include inure to the commencement benefit of the Administrative Agent and continuance the Lenders and the Issuing Lender, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each Guarantor The Company waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon this Guarantee Agreement or acceptance of this GuaranteeAgreement; the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this GuaranteeAgreement; and all dealings between either one or both of the Designated Foreign Subsidiary Borrower and the Local Currency Borrowers or any of and the GuarantorsCompany, on the one hand, and the Administrative Agent and the Lenders, on the other, shall likewise be conclusively presumed to have been had or consummated in reliance upon this GuaranteeAgreement. Each Guarantor The Company waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated Foreign Subsidiary Borrowers or any Guarantor and the Local Currency Borrowers and the Company with respect to the Obligations or the Time Warner Obligations. This Guarantee Section 11 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or this Agreement, any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Foreign Subsidiary Borrowers or any other Person the Local Currency Borrowers against the Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Foreign Subsidiary Borrowers or any Guarantorthe Local Currency Borrowers or the Company) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one the Foreign Subsidiary Borrowers or both of the Designated Local Currency Borrowers from for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor the Company under this GuaranteeSection 11, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantorthe Company, the Administrative Agent and any Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Foreign Subsidiary Borrowers or the Local Currency Borrowers or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Foreign Subsidiary Borrowers or the Local Currency Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Foreign Subsidiary Borrowers or the Local Currency Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Company of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Lender against the Company. This Section 11 shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Company and its successors and assigns, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Company under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Foreign Subsidiary Borrowers or the Local Currency Borrowers may be free from any Guarantor. For the purposes hereof "demand" shall include the commencement and continuance of any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Obligations and/or any of the Time Warner Obligations and notice of or proof of reliance by the Administrative Agent Agent, any Lender or any the Issuing Lender upon this Guarantee or acceptance of this Guarantee; , the Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or Borrower and any of the Guarantors, on the one hand, and the Administrative Agent Agent, the Lenders and the LendersIssuing Lender, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one the Borrower or both any of the Designated Borrowers or any Guarantor Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Credit Loan Document, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent Agent, any Lender or any the Issuing Lender, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person Borrower against the Administrative Agent Agent, any Lender or any the Issuing Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one the Borrower or both of the Designated Borrowers or any such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from Borrower for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent Agent, any Lender and any the Issuing Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrower or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or Agent, any Lender to make any such demand, or the Issuing Lender to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or any Agent, the Lenders and the Issuing Lender against any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereof "demand" extent of its terms upon each Guarantor and the successors and assigns thereof, and shall include inure to the commencement benefit of the Administrative Agent, the Lenders and continuance the Issuing Lender, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Obligations and/or any of the Time Warner Obligations Obligations, and notice of or proof of reliance by the Administrative Agent or any Lender other Secured Party upon this Guarantee or acceptance of this Guarantee; the Obligations, and the Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon this Guarantee; and all dealings between either one or both of the Designated Borrowers or and any of the Guarantors, on the one hand, and the Administrative Agent and the Lendersother Secured Parties, on the otherother hand, likewise shall likewise be conclusively presumed to have been had or consummated in reliance upon this Guarantee. Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon either one or both of the Designated Borrowers or any Guarantor of the Guarantors with respect to the Obligations or the Time Warner Obligations. This Each Guarantor understands and agrees that this Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity, regularity or enforceability of the Credit Agreement or Agreement, any other Credit Document, any Letter of Credit or any Hedge Agreement, any of the Obligations or the Time Warner Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent or any Lenderother Secured Party, (b) any defense, setoff set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by either one or both of the Designated Borrowers or any other Person against the Administrative Agent or any Lender, other Secured Party or (c) any other circumstance whatsoever (with or without notice to or knowledge of either one or both of the Designated Borrowers or any such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of either one or both of the Designated Borrowers from for the Obligations or of Time Warner from the Time Warner Obligations, or of such Guarantor under this Guarantee, in bankruptcy or in any other instance. When making a demand hereunder or otherwise pursuing its rights and remedies hereunder against any Guarantor, the Administrative Agent and any Lender other Secured Party may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against either Designated Borrower, any other Guarantor the Borrowers or any other Person or against any collateral security or guarantee for the Obligations or the Time Warner Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent or any Lender to make any such demand, other Secured Party to pursue such other rights or remedies or to collect any payments from either Designated Borrower, any such other Guarantor the Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of either Designated Borrower, any such other Guarantor the Borrowers or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent or and the other Secured Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any Lender against Hedge Agreement the Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Domestic Subsidiary of the Borrower. In connection with any such release, the Administrative Agent shall execute and deliver to any Guarantor, at such Guarantor’s expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. For Any execution and delivery of documents pursuant to the purposes hereof "demand" preceding sentence of this Section 7 shall include be without recourse to or warranty by the commencement and continuance of any legal proceedingsAdministrative Agent.