America Online 2009 Annual Report Download - page 186

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(e) In the event that AOL is required to provide cash collateral in respect of any TW Support Obligations pursuant to paragraph (c) or (d) of this
Section, AOL shall provide cash in the amount required by such paragraph to or as directed by Time Warner for deposit in one or more interest-bearing
accounts established by Time Warner in its name (collectively, the "Cash Collateral Account"). Unless otherwise agreed by Time Warner, such cash shall be
provided with respect to each such TW Support Obligation in the currency in which such TW Support Obligation is denominated. Time Warner shall have
exclusive control, including the exclusive right of withdrawal, over the Cash Collateral Account. Investment of amounts in the Cash Collateral Account shall
be made at the option and sole discretion of Time Warner. Interest or profits, if any, on such investments shall accumulate and be held in the Cash Collateral
Account. Amounts in the Cash Collateral Account may be applied by Time Warner in satisfaction of any amounts payable by AOL to Time Warner pursuant
to this Agreement or the TW Credit Fee Letter. Amounts in the Cash Collateral Account shall be returned to AOL within five Business Days following (i) in
the case of cash collateralization pursuant to paragraph (c) of this Section, the full Release of all outstanding TW Support Obligations and the payment in full
of any amounts owed to Time Warner by AOL pursuant to this Agreement or the TW Credit Fee Letter and (ii) in the case of cash collateralization pursuant to
paragraph (d) of this Section, the date on which all Cash Collateralization Events are no longer continuing.
SECTION 4. Additional TW Support Obligations. If at any time either of Time Warner or AOL shall identify an obligation of AOL (each, an
"Additional AOL Primary Obligation") and corresponding guarantee or similar obligation of Time Warner or its subsidiaries in respect of such Additional
AOL Obligation (each, an "Additional TW Support Obligation") that existed prior to the Distribution Date and that, had Time Warner and AOL been aware of
such Additional AOL Primary Obligation and Additional TW Support Obligation prior to the Distribution Date, would have been identified as an AOL
Primary Obligation and a TW Support Obligation, respectively, on the Distribution Date, (i) such Additional AOL Primary Obligation and Additional TW
Support Obligation shall be deemed to be an AOL Primary Obligation and a TW Support Obligation, respectively, for all purposes hereunder and (ii) AOL
shall pay to Time Warner all amounts in respect of such Additional TW Support Obligation which it would have been obligated to pay pursuant to this
Agreement or the TW Credit Fee Letter (including Credit Support Fees and amounts payable pursuant to Section 8 hereof) since the Distribution Date had
such Additional TW Support Obligation been identified as a TW Support Obligation hereunder on the Distribution Date.
SECTION 5. Guarantee. AOL hereby affirms that Time Warner's obligations in respect of the Guarantee shall terminate pursuant to the terms thereof
and agrees that AOL's obligations under the Credit Agreement and the ancillary documents entered into in connection therewith may not be extended,
renewed or increased, and the Credit Agreement and any such ancillary documents may not be amended, modified, waived or released in any manner, in each
case without Time Warner's prior written consent.
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