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SCHEDULEI <br />To <br />ASSIGNMENT AND ASSUMPTION AGREEMENT <br />AND <br />GUARANTEE OF ASSIGNEE'S OBLIGATIONS GUARANTEE <br />GUARANTEE, dated as of ~.kcRmbA ~ I , 2005, made by TIME WARNER CABLE INC., a <br />Delaware corporation ("Guazantor"), in favor of the City of Santa Ana, California, <br />("Beneficiary"). <br />For good and valuable consideration, the receipt and sufficiency of which are hereby <br />acknowledged, and to induce Beneficiary to timely consent to the transfer of the cable television <br />franchise issued by Beneficiary and currently held by Adelphia Cablevision of Santa Ana, LLC <br />(the "Franchise") to Time Warner NY Cable LLC ("Transferee") in accordance with the Federal <br />Communications Commission Form 394 filed by Transferee, Guarantor agrees as follows: <br />I. Interpretive Provisions. <br />A. The words "hereof," "herein" and "hereunder" and words of similar import, when <br />used in this Guarantee, shall refer to this Guarantee as a whole and not to any <br />particulaz provision of this Guarantee, and section and pazagraph references are to <br />this Guazantee unless otherwise specified. <br />B. The meanings given to terms defined herein shall be equally applicable to both <br />the singulaz and plural forms of such terms. <br />II. Guarantee. <br />A. Effective upon the close of the asset purchase transaction, Guazantor <br />unconditionally and irrevocably guarantees to Beneficiary the timely and <br />complete perfonnance of all Transferee obligations under the Franchise (the <br />"Guaranteed Obligations"). The Guarantee is an irrevocable, absolute, continuing <br />guarantee of payment and performance, and not a guarantee of collection. If <br />Transferee fails to pay any of its monetary Guaranteed Obligations in full when <br />due in accordance with the terms of the Franchise, Guazantor will promptly pay <br />the same to Beneficiary or procure payment of same to Beneficiary. Anything <br />herein to the contrary notwithstanding, Guarantor shall be entitled to assert as a <br />defense hereunder any defense that is or would be available to Transferee under <br />the Franchise or otherwise. <br />B. This Guarantee shall remain in full force and effect until the earliest to occur of: <br />(i) performance in full of all Guazanteed Obligations at a time when no additional <br />Guaranteed Obligations remain outstanding or will accrue to Transferee under the <br />Franchise; and (ii) subject to any required consent of the Beneficiary, any direct <br />Santa Ana <br />