America Online 2009 Annual Report Download - page 188

any of the foregoing, including its rights under this Section; provided that AOL shall not be required to pay any such expenses incurred in connection with the
voluntary replacement by Time Warner of a TW Support Obligation pursuant to clause (ii) of Section 2 hereof.
(c) AOL shall indemnify Time Warner and its subsidiaries and their respective affiliates, directors, officers, employees, agents and advisors (each
of the foregoing being called an "Indemnitee") against, and hold each Indemnitee harmless from, any and all losses, claims, damages, liabilities and related
expenses, including the reasonable fees, charges and disbursements of any counsel for any Indemnitee, incurred by or asserted against any Indemnitee arising
out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, the Credit Agreement, the Guarantee, the TW Credit Fee Letter or
any agreement or instrument contemplated hereby or thereby (but excluding, for the avoidance of doubt, the separation agreement to be entered into between
Time Warner and AOL in connection with the Spin-Off), the performance by the parties hereto of their respective obligations hereunder or thereunder or the
consummation of the transactions contemplated hereby or thereby (including the continuation, extension or renewal of any TW Support Obligation), or the
use of, or the proposed use of, the TW Support Obligations and the proceeds of the loans made and letters of credit issued under the Credit Agreement, or any
actual or prospective claim, litigation, investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory and
regardless of whether any Indemnitee is a party thereto; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that such
losses, claims, damages, liabilities or related expenses are found in a judgment by a court of competent jurisdiction to have resulted from the gross negligence
or wilful misconduct of any Indemnitee.
(d) All amounts due under this Section shall be payable promptly after written demand therefor, and in any event within five Business Days
following such demand, in immediately available funds in US Dollars to an account of Time Warner specified in writing, shall not be subject to reduction by
way of set-off or counterclaim and shall be in addition to any other amounts payable to Time Warner in respect of or pursuant to the TW Credit Fee Letter. If
any payment hereunder would be due and payable on a day that is not a Business Day, such payment shall instead be due on the immediately preceding
Business Day.
(e) Any amount payable hereunder shall bear interest at a rate per annum equal to the Default Interest Rate, calculated on a daily basis, from (i) in
the case of any TW Payment, the date on which such TW Payment was made and (ii) in the case of any other amount payable hereunder, the date immediately
following the date by which such amount was required to be paid pursuant to paragraph (d) above until the date on which AOL shall make payment in full of
such amount (including all interest accrued thereon pursuant to this paragraph (e)) to Time Warner.
(f) AOL hereby authorizes Time Warner at any time and from time to time when any amount owed by AOL to Time Warner pursuant to this
Section or the TW Credit Fee Letter is due and payable to it and has not been paid, to the fullest extent permitted by law, to set off and apply any and all
indebtedness at any time
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