America Online 2009 Annual Report Download - page 185

and shall not be required to renew or extend any TW Support Obligation so long as concurrently with such termination or expiration, it replaces such TW
Support Obligation with another guarantee, letter of credit, surety bond or similar instrument or other arrangement in support of the relevant AOL Primary
Obligation in form and substance reasonably satisfactory to the beneficiary of such AOL Primary Obligation, which replacement instrument shall be treated as
a TW Support Obligation for all purposes hereunder.
SECTION 3. Replacement of TW Support Obligations. (a) AOL hereby agrees that it shall use its reasonable best efforts to obtain the full Release of all
TW Support Obligations as soon as practicable following the Distribution Date, but in any event on or prior to the Credit Support Termination Date. For the
avoidance of doubt, AOL shall reimburse Time Warner pursuant to the terms hereof for any reasonable and actual out-of-pocket fees or expenses incurred by
Time Warner in connection with the renewal or Release of any TW Support Obligation (other than a release of a TW Support Obligation effected in
connection with Time Warner's voluntary replacement of such TW Support Obligation pursuant to clause (ii) of Section 2 above).
(b) AOL shall (i) promptly, but in any event within three Business Days, notify Time Warner of any expiration, termination or other modification
or change to the terms of any AOL Primary Obligation and (ii) in the case of any such expiration or termination of an AOL Primary Obligation, promptly, but
in any event within 10 Business Days of such expiration or termination, deliver to Time Warner evidence reasonably satisfactory to Time Warner of the
Release of such AOL Primary Obligation.
(c) In the event that AOL is unable to obtain the full Release of all TW Support Obligations on or prior to the Credit Support Termination Date,
on the Credit Support Termination Date, AOL shall, with respect to each TW Support Obligation then outstanding, either (i) provide Time Warner with a
letter of credit or similar guarantee supporting AOL's obligations under this Agreement in respect of such TW Support Obligation, in the currency in which
such TW Support Obligation is denominated and on terms and issued by a financial institution reasonably acceptable to Time Warner for the benefit of Time
Warner and its subsidiaries in an amount equal to 105% of the aggregate face amount (or reasonably calculated maximum exposure amount) of such TW
Support Obligation, or (ii) otherwise provide cash collateral securing AOL's obligations under this Agreement in respect of such TW Support Obligation for
the benefit of Time Warner and its subsidiaries pursuant to the terms of paragraph (e) of this Section in an amount equal to 105% of the aggregate face
amount (or reasonably calculated maximum exposure amount) of such TW Support Obligation; provided that AOL shall continue to use its reasonable best
efforts to obtain the full Release of such outstanding TW Support Obligations until all TW Support Obligations have been Released.
(d) Upon the occurrence and during the continuation of a Cash Collateralization Event, AOL shall provide cash collateral securing AOL's
obligations under this Agreement in respect of all then outstanding TW Support Obligations for the benefit of Time Warner and its subsidiaries pursuant to the
terms of paragraph (e) of this Section in an amount equal to 105% of the aggregate face amount (or reasonably calculated maximum exposure amount) of such
TW Support Obligations.
5