Common use of Replacement of Credit Support Clause in Contracts

Replacement of Credit Support. (a) Time shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through TWX or any other member of the TWX Group for the benefit of Time or any other member of the Time Group (“TWX Credit Support Instruments”), other than any of the TWX Credit Support Instruments set forth on Schedule IX (the “Surviving TWX Credit Support Instruments”), with alternate arrangements that do not require any credit support from TWX or any other member of the TWX Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original TWX Credit Support Instrument to the originating bank and such bank’s confirmation to TWX of cancelation thereof) indicating that TWX or such other member of the TWX Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to TWX; provided, however, that (i) in the event that Time shall not have obtained all such releases on or prior to the Distribution Date, the terms of the Credit Support Agreement shall govern all such unreleased TWX Credit Support Instruments and (ii) the terms of the Credit Support Agreement shall also govern all Surviving TWX Credit Support Instruments. (b) TWX shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the replacement of all Credit Support Instruments provided by Time or any other member of the Time Group for the benefit of TWX or any other member of the TWX Group with alternate arrangements that do not require any credit support from Time or any other member of the Time Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases indicating that Time or such other member of the Time Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to Time; provided, however, that in the event that TWX shall not have obtained all such releases on or prior to the Distribution Date, TWX shall provide Time with letters of credit or guarantees, in each case issued by a bank reasonably acceptable to Time, against losses arising from all such Credit Support Instruments, or if Time agrees in writing, cash collateralize the full amount of any outstanding Credit Support Instrument with respect to which such release has not been obtained. (c) TWX and Time shall provide each other with written notice of the existence of all Credit Support Instruments a reasonable period prior to the Distribution.

Replacement of Credit Support. (a) Time Concentra shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Separation Date, the replacement of all guarantees, covenants, indemnities, surety bonds, bonds and letters of credit or similar assurances instruments provided by or credit support through Select or any other member of the Select Group for the benefit of Concentra or any other member of the Concentra Group (“Credit Support Instruments”) provided by or through TWX or any other member of the TWX Group for the benefit of Time or any other member of the Time Group (“TWX Credit Support Instruments”), other than any of the TWX Credit Support Instruments set forth on Schedule IX (the “Surviving TWX Credit Support Instruments”), with alternate arrangements that do not require any credit support from TWX Select or any other member of the TWX Select Group, and shall use reasonable best efforts to obtain obtain, with respect to each Credit Support Instrument either (x) from the beneficiaries of such Credit Support Instruments written releases (which (i) in the case of a letter of credit or bank guarantee would be effective upon surrender of the original TWX Credit Support Instrument to the originating bank and such bank’s confirmation to TWX Select of cancelation thereofthereof and (ii) shall expressly release any collateral in respect of such Credit Support Instrument) indicating that TWX Select or such other member of the TWX Select Group will, effective upon the consummation of the DistributionSeparation, have no liability with respect to such Credit Support Instruments or (y) backstop credit support with respect to such Credit Support Instruments, in each case reasonably satisfactory to TWX; providedSelect. (b) In furtherance of SECTION 3.01(a), howeverto the extent required to obtain a removal or release from a Credit Support Instrument, Concentra or an appropriate member of the Concentra Group shall execute an agreement substantially in the form of the existing Credit Support Instrument or such other form as is agreed to by the relevant parties to such agreement, except to the extent that such existing Credit Support Instrument contains representations, covenants or other terms or provisions (i) with which Concentra or the appropriate member of the Concentra Group would be reasonably unable to comply or (ii) which would be reasonably expected to be breached by Concentra or the appropriate member of the Concentra Group. (c) If Concentra is unable to obtain, or to cause to be obtained, all releases from Credit Support Instruments pursuant to SECTION 3.01(a) and SECTION 3.01(b) and does not provide backstop credit support as set forth in the event that Time shall not have obtained all such releases Section 3.01(a)(y) then, on or prior to the Distribution Separation Date, (i) without limiting Concentra’s obligations under ARTICLE IV, Concentra shall, and shall cause the relevant member of the Concentra Group that has assumed the Liability with respect to such Credit Support Instrument, to indemnify and hold harmless the guarantor or obligor for any Liability arising from or relating thereto in accordance with the provisions of ARTICLE IV and to, as agent or subcontractor for such guarantor or obligor, pay, perform and discharge fully all the obligations or other Liabilities of such guarantor or obligor thereunder, (ii) with respect to each such Credit Support Instrument, Concentra, on behalf of itself and the other members of the Concentra Group, agrees, except as otherwise expressly required by the terms of the Credit Support Agreement shall govern all such unreleased TWX Credit Support Instruments and (ii) the terms a contract with a third party in effect as of the Credit Support Agreement shall also govern all Surviving TWX Credit Support Instruments. (b) TWX shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Separation Date, not to renew or extend the replacement of all Credit Support Instruments provided by Time term of, increase its obligations under or transfer to a third Person any loan, guarantee, lease, sublease, license, contract or other obligation for which Select or any other member of the Time Select Group for the benefit of TWX is or any other member of the TWX Group with alternate arrangements that do not require any credit support from Time or any other member of the Time Group, and shall use reasonable best efforts to obtain from the beneficiaries of may be liable under such Credit Support Instruments written releases indicating that Time or such Instrument unless all obligations of Select and the other member members of the Time Select Group willwith respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to Select, effective upon and (iii) with respect to each such Credit Support Instrument, Concentra shall prepare and provide, or cause to be prepared and provided, as promptly as reasonably practicable following reasonable written request by Select, to the consummation extent reasonably necessary for Select to prepare financial statements or complete an audit or review of financial statements or an audit of internal control over financial reporting, any relevant information or data regarding the Distribution, have no liability Liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to Time; provided, however, that in the event that TWX shall not have obtained all such releases on or prior to the Distribution Date, TWX shall provide Time with letters of credit or guarantees, in each case issued by a bank reasonably acceptable to Time, against losses arising from all such Credit Support Instruments, or if Time agrees in writing, cash collateralize the full amount of any outstanding Credit Support Instrument with respect to which such release has not been obtainedInstrument. (c) TWX and Time shall provide each other with written notice of the existence of all Credit Support Instruments a reasonable period prior to the Distribution.

Replacement of Credit Support. (a) Time Cable shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through TWX Xxxxxx or any other member of the TWX Xxxxxx Group for the benefit of Time Cable or any other member of the Time Cable Group (“TWX Xxxxxx Credit Support Instruments”), other than any of the TWX Credit Support Instruments set forth on Schedule IX (the “Surviving TWX Credit Support Instruments”), ) with alternate arrangements that do not require any credit support from TWX Xxxxxx or any other member of the TWX Xxxxxx Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original TWX Xxxxxx Credit Support Instrument to the originating bank and such bank’s confirmation to TWX Xxxxxx of cancelation thereof) indicating that TWX Xxxxxx or such other member of the TWX Xxxxxx Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to TWX; provided, however, that (i) in the event that Time shall not have obtained all such releases on or prior to the Distribution Date, the terms of the Credit Support Agreement shall govern all such unreleased TWX Credit Support Instruments and (ii) the terms of the Credit Support Agreement shall also govern all Surviving TWX Credit Support InstrumentsXxxxxx. (b) TWX Xxxxxx shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the replacement of all Credit Support Instruments provided by Time or through Cable or any other member of the Time Cable Group for the benefit of TWX Xxxxxx or any other member of the TWX Xxxxxx Group with alternate arrangements that do not require any credit support from Time Cable or any other member of the Time Cable Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original Cable Credit Support Instrument to the originating bank and such bank’s confirmation to Cable of cancelation thereof) indicating that Time Cable or such other member of the Time Cable Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to Time; provided, however, that in the event that TWX shall not have obtained all such releases on or prior to the Distribution Date, TWX shall provide Time with letters of credit or guarantees, in each case issued by a bank reasonably acceptable to Time, against losses arising from all such Credit Support Instruments, or if Time agrees in writing, cash collateralize the full amount of any outstanding Credit Support Instrument with respect to which such release has not been obtainedCable. (c) TWX Xxxxxx and Time Cable shall provide each other with written notice of the existence of all Credit Support Instruments a reasonable period prior to the Distribution.

Replacement of Credit Support. (a) Time (i) SpinCo shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through TWX HCMC or any other member of the TWX HCMC Group for the benefit of Time SpinCo or any other member of the Time SpinCo Group (“TWX HCMC Credit Support Instruments”), other than any of the TWX HCMC Credit Support Instruments set forth on Schedule IX 3.01(a) (the “Surviving TWX HCMC Credit Support Instruments”), with alternate arrangements that do not require any credit support from TWX HCMC or any other member of the TWX HCMC Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original TWX HCMC Credit Support Instrument to the originating bank and such bank’s confirmation to TWX HCMC of cancelation thereof) indicating that TWX HCMC or such other member of the TWX HCMC Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to TWXHCMC; provided, however, that (i) in the event that Time SpinCo shall not have obtained all such releases on or prior to the Distribution Date, the terms of the Credit Support Agreement Section 3.02 shall govern all such unreleased TWX HCMC Credit Support Instruments and (ii) the terms of the Credit Support Agreement Section 3.02 shall also govern all Surviving TWX HCMC Credit Support Instruments. (bii) TWX shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the replacement of all The Credit Support Instruments Instrument provided by Time or through SpinCo or any other member of the Time SpinCo Group for the benefit of TWX HCMC or any other member of the TWX HCMC Group with alternate arrangements that do not require any credit support from Time or any other member of set forth on Schedule 3.01(a) (the Time Group, “Surviving SpinCo Credit Support Instrument”) shall continue following the Distribution Date and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases indicating that Time or such other member of the Time Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to Time; provided, however, that in the event that TWX shall not have obtained all such releases on or prior to the Distribution Date, TWX shall provide Time with letters of credit or guarantees, in each case issued be governed by a bank reasonably acceptable to Time, against losses arising from all such Credit Support Instruments, or if Time agrees in writing, cash collateralize the full amount of any outstanding Credit Support Instrument with respect to which such release has not been obtainedSection 3.02. (cb) TWX HCMC and Time SpinCo shall provide each other with written notice of the existence of all Credit Support Instruments a reasonable period prior to the Distribution.

Replacement of Credit Support. (a) Time New NGC shall use reasonable best efforts to arrange, at its sole cost and expense and effective on at or prior to the Distribution DateDistribution, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“certain Credit Support Instruments”Instruments identified on Schedule 2.8(a) relating exclusively to the Retained Business and provided by or through TWX NGC or any other member of the TWX HII Group exclusively for the benefit of Time or any other member of the Time New NGC Group (the “TWX New NGC Credit Support Instruments”), other than any of the TWX Credit Support Instruments set forth on Schedule IX (the “Surviving TWX Credit Support Instruments”), ) with alternate arrangements that do not require any credit support from TWX NGC or any other member of the TWX HII Group, and shall use reasonable best efforts to obtain from the beneficiaries of such New NGC Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original TWX Credit Support Instrument to the originating bank and such bank’s confirmation to TWX of cancelation thereof) indicating that TWX NGC or such other member of the TWX HII Group will, effective upon the consummation of the Distribution, have no liability with respect to such New NGC Credit Support Instruments, in each case reasonably satisfactory to TWX; provided, however, that (i) in . In the event that Time shall not have obtained all New NGC is unable to obtain any such releases on or alternative arrangements for any New NGC Credit Support Instrument prior to the Distribution DateDistribution, it shall have responsibility for the terms payment and performance of the obligations underlying such New NGC Credit Support Agreement shall govern all such unreleased TWX Credit Support Instruments and (ii) the terms of the Credit Support Agreement shall also govern all Surviving TWX Credit Support InstrumentsInstrument. (b) TWX HII shall use reasonable best efforts to arrange, at its sole cost and expense and effective on at or prior to the Distribution DateDistribution, the replacement of all certain Credit Support Instruments identified on Schedule 2.8(b) relating to the Shipbuilding Business and provided by Time or through NGC or any other member of the Time New NGC Group for the benefit of TWX or any other member of the TWX HII Group (other than NGC) (the “HII Credit Support Instruments”) with alternate arrangements that do not require any credit support from Time New NGC or any other member of the Time New NGC Group, and shall use reasonable best efforts to obtain from the beneficiaries of such HII Credit Support Instruments written releases indicating that Time NGC or such other any member of the Time New NGC Group will, effective upon the consummation of the Distribution, have no liability with respect to such HII Credit Support Instruments, in each case reasonably satisfactory to Time; provided, however, that in . In the event that TWX shall not have obtained all HII is unable to obtain any such releases on or prior to the Distribution Date, TWX shall provide Time with letters of credit or guarantees, in each case issued by a bank reasonably acceptable to Time, against losses arising from all such Credit Support Instruments, or if Time agrees in writing, cash collateralize the full amount of alternative arrangements for any outstanding HII Credit Support Instrument with respect to which such release has not been obtained. (c) TWX and Time shall provide each other with written notice of the existence of all Credit Support Instruments a reasonable period prior to the Distribution, it shall have responsibility for the payment and performance of the obligations underlying such HII Credit Support Instrument.

Replacement of Credit Support. (a) Time EPC and EHP shall use commercially reasonable best efforts to arrange, effective at its sole cost and expense and effective on or prior to the Distribution DateEffective Time, the release and/or replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through TWX EPC or any other member of the TWX EPC Group Member for the benefit of Time EHP or any other member of the Time EHP Group Member (“TWX Credit Support Instruments”), other than any of the TWX Credit Support Instruments set forth on Schedule IX (the “Surviving TWX EPC Credit Support Instruments”), with alternate arrangements that do not require any credit support from TWX EPC or any other member of the TWX GroupEPC Group Member, and shall use commercially reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original TWX Credit Support Instrument to the originating bank and such bank’s confirmation to TWX of cancelation thereof) indicating that TWX EPC or such other member of the TWX EPC Group Member will, effective upon the consummation as of the DistributionEffective Time, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to TWX; provided, however, that (i) in the event that Time shall not have obtained all such releases on or prior to the Distribution Date, the terms of the Credit Support Agreement shall govern all such unreleased TWX Credit Support Instruments and (ii) the terms of the Credit Support Agreement shall also govern all Surviving TWX Credit Support InstrumentsEPC. (b) TWX EPC and EHP shall use commercially reasonable best efforts to arrange, effective at its sole cost and expense and effective on or prior to the Distribution DateEffective Time, the release and/or replacement of all Credit Support Instruments provided by Time EHP or any other member of the Time EHP Group Member for the benefit of TWX EPC or any other member of EPC Group Member (the TWX Group “EHP Credit Support Instruments”) with alternate arrangements that do not require any credit support from Time EHP or any other member of the Time GroupEHP Group Member, and shall use commercially reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases indicating that Time EHP or such other member of the Time EHP Group Member will, effective upon the consummation as of the DistributionEffective Time, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to Time; provided, however, that in the event that TWX shall not have obtained all such releases on or prior to the Distribution Date, TWX shall provide Time with letters of credit or guarantees, in each case issued by a bank reasonably acceptable to Time, against losses arising from all such Credit Support Instruments, or if Time agrees in writing, cash collateralize the full amount of any outstanding Credit Support Instrument with respect to which such release has not been obtainedEHP. (c) TWX To the extent required to obtain a release with respect to: (i) Any EPC Credit Support Instrument, EHP shall execute a Credit Support Instrument in the form of the existing EPC Credit Support Instrument or such other form as is agreed to by the relevant parties to such Credit Support Instrument, which shall include the removal of any Security Interest on or in any EPC Asset that may serve as collateral or security under the terms of such EPC Credit Support Instrument, except to the extent that such existing EPC Credit Support Instrument contains representations, covenants or other terms or provisions either with which EHP (A) would be reasonably unable to comply or (B) would not reasonably be able to avoid breaching; and (ii) Any EHP Credit Support Instrument, EPC shall execute a Credit Support Instrument in the form of the existing EHP Credit Support Instrument or such other form as is agreed to by the relevant parties to such Credit Support Instrument, which shall include the removal of any Security Interest on or in any EHP Asset that may serve as collateral or security under the terms of such EHP Credit Support Instrument, except to the extent that such existing EHP Credit Support Instrument contains representations, covenants or other terms or provisions either with which EPC (A) would be reasonably unable to comply or (B) would not reasonably be able to avoid breaching. (d) Until any required replacement, removal and/or release of a Credit Support Instrument as set forth in clauses (a) and Time (b) of this Section 3.01(d) has been obtained (i) the Party or its relevant Group Member for whose benefit the Credit Support Instrument has been provided shall indemnify and hold harmless the Party which has provided (or whose Group Member has provided) such Credit Support Instrument against or from any Liability arising from or relating thereto (in accordance with the provisions of Article VI) and shall or shall cause one of its Group Members, as agent or subcontractor for such provider, to pay, perform and discharge fully all the obligations or other Liabilities of such provider thereunder; and (ii) each of EPC and EHP, on behalf of themselves and their respective Group Members, agree not to renew or extend the term of, increase its obligations under, or transfer to a Third Party, any loan, guarantee, lease, contract or other obligation for which the other Party or such Party’s Group Member is or may be liable pursuant to or in connection with such Credit Support Instrument unless all obligations of such other Party and the Group Members of such other Party with respect thereto are thereupon terminated by documentation reasonably satisfactory in form and substance to such other Party. (e) EPC and EHP shall provide each other with written notice of the existence of all Credit Support Instruments a reasonable period prior to the DistributionEffective Time.

Replacement of Credit Support. (a) Time AOL shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or as early as possible prior to the Distribution Date, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through TWX or any other member of the TWX Group for the benefit of Time AOL or any other member of the Time AOL Group (“TWX Credit Support Instruments”), other than any of the TWX Credit Support Instruments set forth on Schedule IX (the “Surviving TWX Credit Support Instruments”), ) with alternate arrangements that do not require any credit support from TWX or any other member of the TWX Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original TWX Credit Support Instrument to the originating bank and such bank’s confirmation to TWX of cancelation thereof) indicating that TWX or such other member of the TWX Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to TWX; provided, however, that (i) in the event that Time AOL shall not have obtained all such releases on or prior to the Distribution Date, the terms of the Credit Support Agreement AOL shall govern all such unreleased TWX Credit Support Instruments and (ii) the terms of the Credit Support Agreement shall also govern all Surviving TWX Credit Support Instruments. (b) TWX shall use reasonable best efforts to arrangeprovide TWX, at its sole cost and expense and effective on or prior to the Distribution Date, the replacement with written notice of (x) all TWX Credit Support Instruments provided by Time or any other member outstanding as of the Time Group Distribution Date and (y) for each such outstanding TWX Credit Support Instrument, the benefit underlying contractual obligation and the maturity date of such obligation (each, the “Applicable Maturity Date”) (those TWX or any other member of Credit Support Instruments for which AOL provides to TWX such written notice with the TWX Group with alternate arrangements that do not require any credit support from Time or any other member of information in the Time Groupforegoing clauses (x) and (y), the “Identified Credit Support Instruments”) and shall use shall, as soon as practicable using reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases indicating that Time or such other member of the Time Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, but in each case reasonably satisfactory to Time; provided, however, that in the any event that TWX shall not have obtained all such releases on or prior to the earlier of (i) the date that is 24 months after the Distribution Date and (ii) the date that is thirty 30 days after the date on which funds become available for borrowing under AOL’s permanent post-Distribution financing facility (which, for the avoidance of doubt, shall not include the Interim Credit Facility) (the earlier of the dates referenced in the immediately foregoing clauses (i) and (ii), the “TWX Credit Support Termination Date”), obtain the full release of all such outstanding Credit Support Instruments (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original TWX shall Credit Support Instrument to the originating bank and such bank’s confirmation to TWX of cancelation thereof), or (in the case of those Credit Support Instruments with respect to which such release has not been obtained) provide Time TWX with letters of credit or guarantees, in each case issued by a bank reasonably acceptable to TimeTWX, against losses arising from all such Credit Support Instruments, Instruments or if Time agrees in writing, otherwise cash collateralize the full amount thereof for the benefit of any outstanding TWX; provided, further, that through the TWX Credit Support Instrument with respect to which such release has not been obtained. Termination Date, (cI) TWX shall maintain and Time shall provide each not take any action to terminate (other with written notice than at the request of AOL), and shall cause any other applicable member of the existence TWX Group to maintain and not take any action to terminate (other than at the request of all AOL), the Identified Credit Support Instruments a and (II) TWX shall, and shall cause any other applicable member of the TWX Group to, at AOL’s reasonable period prior request, renew or extend such Credit Support Instruments up to the Distributionearlier of the Applicable Maturity Date and the TWX Credit Support Termination Date. TWX shall use reasonable best efforts to assist AOL in obtaining from the beneficiaries of such Credit Support Instruments those written releases in favor of TWX.

Replacement of Credit Support. (a) (i) Time The parties shall use respective reasonable best efforts to arrange, at its sole their respective cost and expense and effective on or prior to in connection with the Distribution DateDirect Listing, the replacement of all guarantees, covenants, indemnities, surety bonds, letters of credit or similar assurances or credit support (“Credit Support Instruments”) provided by or through TWX LVO or any other member of the TWX LVO Group for the benefit of Time PODC or any other member of the Time PODC Group (“TWX LVO Credit Support Instruments”), other than any of the TWX LVO Credit Support Instruments set forth on Schedule IX 3.01(a) (the “Surviving TWX LVO Credit Support Instruments”), with alternate arrangements that do not require any credit support from TWX LVO or any other member of the TWX LVO Group, and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases (which in the case of a letter of credit or bank guarantee would be effective upon surrender of the original TWX LVO Credit Support Instrument to the originating bank and such bank’s confirmation to TWX LVO of cancelation thereof) indicating that TWX LVO or such other member of the TWX LVO Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to TWXLVO; provided, however, that (i) in the event that Time the parties shall not have obtained all such releases on or prior to the Distribution Direct Listing Date, the terms of the Credit Support Agreement Section 3.02 shall govern all such unreleased TWX LVO Credit Support Instruments and (ii) the terms of the Credit Support Agreement Section 3.02 shall also govern all Surviving TWX LVO Credit Support Instruments. (bii) TWX shall use reasonable best efforts to arrange, at its sole cost and expense and effective on or prior to the Distribution Date, the replacement of all The Credit Support Instruments Instrument provided by Time or through PODC or any other member of the Time PODC Group for the benefit of TWX LVO or any other member of the TWX LVO Group with alternate arrangements that do not require any credit support from Time or any other member of set forth on Schedule 3.01(a) (the Time Group, “Surviving PODC Credit Support Instrument”) shall continue following the Direct Listing Date and shall use reasonable best efforts to obtain from the beneficiaries of such Credit Support Instruments written releases indicating that Time or such other member of the Time Group will, effective upon the consummation of the Distribution, have no liability with respect to such Credit Support Instruments, in each case reasonably satisfactory to Time; provided, however, that in the event that TWX shall not have obtained all such releases on or prior to the Distribution Date, TWX shall provide Time with letters of credit or guarantees, in each case issued be governed by a bank reasonably acceptable to Time, against losses arising from all such Credit Support Instruments, or if Time agrees in writing, cash collateralize the full amount of any outstanding Credit Support Instrument with respect to which such release has not been obtainedSection 3.02. (cb) TWX LVO and Time PODC shall provide each other with written notice of the existence of all Credit Support Instruments a reasonable period prior to the DistributionDirect Listing.