America Online 2009 Annual Report Download - page 187

SECTION 6. Amendments to AOL Primary Obligations. AOL hereby agrees that it will not amend or modify the terms of any AOL Primary Obligation
in any manner that increases the amount or duration of the relevant TW Support Obligation or is otherwise adverse to Time Warner without the prior written
consent of Time Warner; provided that any renewal of the AOL Primary Obligations numbered 7, 11 and 12 on Schedule 1 hereto solely at the option of the
applicable counterparty shall not be deemed to be an amendment or modification for purposes of this Section or an expiration of such AOL Primary
Obligation for purposes of this Agreement.
SECTION 7. TW Credit Support Certificate. AOL shall deliver to Time Warner, within five Business Days following each
March 31, June 30, September 30 and December 31, and on the date on which all TW Support Obligations are Released, a certificate (each, a "TW Credit
Support Certificate") setting forth the following:
(a) the aggregate amount of the TW Support Obligations and the aggregate amount of the AOL Primary Obligations on each day since the most
recently delivered TW Credit Support Certificate (or, in the case of the first TW Credit Support Certificate, since the Distribution Date), including reasonable
detail with respect to any change in such amount;
(b) for each foreign currency in which any AOL Primary Obligation is denominated, a calculation setting forth in reasonable detail, as of the last
day of each calendar month since the most recently delivered TW Credit Support Certificate (or, in the case of the first TW Credit Support Certificate, since
the Distribution Date), the aggregate effect of changes in the value of such currency against the US Dollar on the aggregate amount of the AOL Primary
Obligations denominated in such currency; and
(c) a calculation setting forth in reasonable detail the amount of the TW Credit Fees payable to Time Warner pursuant to the TW Credit Fee
Letter on such day.
SECTION 8. Reimbursement, Expenses, Indemnity. (a) If Time Warner or any of its subsidiaries shall make any TW Payment, AOL shall promptly,
but in any event within five Business Days of written demand therefor, reimburse Time Warner in full for the amount of such TW Payment, together with any
interest accrued thereon. AOL's reimbursement obligations hereunder shall not be construed to limit or waive the rights of subrogation that Time Warner or
any of its subsidiaries may have in respect of any TW Payment and AOL hereby acknowledges and affirms that Time Warner and its subsidiaries have not
waived their rights of subrogation.
(b) AOL shall pay all reasonable and actual out-of-pocket expenses incurred by Time Warner and its subsidiaries (including the reasonable and
actual fees, charges and disbursements of counsel for Time Warner) after the Distribution Date in connection with (i) this Agreement, the TW Support
Obligations (including the continuation, extension or renewal of any TW Support Obligation), the Credit Agreement, the Guarantee, the TW Credit Fee Letter
and any agreement entered into in connection with any of the foregoing or any amendments or other modifications to any of the foregoing (whether or not the
transactions contemplated hereby or thereby shall be consummated) or (ii) the enforcement or protection of its rights in connection with
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