Common use of Execution and Delivery of Note Guarantees Clause in Contracts

Execution and Delivery of Note Guarantees. Each Guarantor hereby agrees that its execution and delivery of this Indenture or any supplemental indentures pursuant to Sections 4.07 and 4.20 and this Section 10.03 shall evidence its Note Guarantee set forth in Section 10.01 without the need for any further notation on the Notes. Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation relating to such Note Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or any supplemental indenture no longer holds that office at the time the Trustee authenticates the Notes or at any time thereafter, such Guarantor’s Note Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of each Guarantor. In the event that the Company or the Parent Company creates or acquires any new Restricted Subsidiaries subsequent to the date of this Indenture, if required by Section 4.07 or 4.20, the Parent Company and the Company jointly and severally agree to cause such Restricted Subsidiaries to execute supplemental indentures to this Indenture and Note Guarantees in accordance with Section 4.07 or 4.20 and this Article Ten, to the extent applicable. In addition, the Parent Company and the Company jointly and severally agree to use best efforts to obtain all regulatory approvals required in respect of the granting of, and if such approvals are granted to cause the grant of, a Subsidiary Guarantee by each of tw telecom of hawaii l.p. and tw telecom of new jersey l.p. by a supplemental indenture to this Indenture on or prior to the date that is 120 days following the Closing Date or as soon thereafter as practicable.

Execution and Delivery of Note Guarantees. Each Guarantor hereby agrees that its execution and delivery of this Indenture or any supplemental indentures pursuant to Sections 4.07 and 4.20 and this Section 10.03 shall evidence its Note Guarantee set forth in Section 10.01 without the need for any further notation on the Notes. Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation relating to such Note Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or any supplemental indenture no longer holds that office at the time the Trustee authenticates the Notes or at any time thereafter, such Guarantor’s Note Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of each Guarantor. In the event that the Company or the Parent Company Guarantor creates or acquires any new Restricted Subsidiaries or other guarantors subsequent to the date of this Indenture, if required by Section 4.07 or 4.20, the Parent Company and the Company Parent Guarantor jointly and severally agree to cause such Restricted Subsidiaries or other guarantors to execute supplemental indentures to this Indenture and Note Guarantees in accordance with Section 4.07 or 4.20 and this Article Ten, to the extent applicable. In addition, the Parent Company Guarantor and the Company jointly and severally agree to use best efforts to obtain all regulatory approvals required in respect cause each of the granting offollowing Domestic Restricted Subsidiaries (the “Prospective Subsidiary Guarantors”) to execute and deliver, and if such approvals are granted to cause as soon as practicable but in no event later than 90 days following the grant ofClosing Date, a Subsidiary Guarantee by each of tw telecom of hawaii l.p. and tw telecom of new jersey l.p. by a supplemental indenture to this Indenture providing for issuance by such Domestic Restricted Subsidiary of a Subsidiary Guarantee of payment of the Notes: (i) Time Warner Telecom of Georgia, L.P., (ii) Time Warner Telecom of Hawaii, L.P., (iii) Time Warner Telecom of Indiana, L.P., (iv) Time Warner Telecom of the Mid-South, LLC, (v) Time Warner Telecom of New Jersey, L.P., (vi) Time Warner Telecom – N.Y., L.P., and (vii) Time Warner Telecom of Arizona LLC. Notwithstanding the foregoing, the Trustee shall extend the date for compliance with the covenant set forth in the immediately preceding sentence or waive such compliance with respect to such Prospective Subsidiary Guarantors which in the aggregate have assets (forming part of the Collateral, as defined in Section 1.01 of the 2011 Indenture) the aggregate book value of which (A) does not, following the expiry of such 90-day period, exceed 10% of the book value of the Parent Guarantor’s total assets on or prior a consolidated basis as of the end of the last quarter for which financial statements have been provided to the date that is Commission pursuant to the provisions under Section 4.18 and (B) does not, following the expiry of a period of 120 days following the Closing Date or Date, exceed 5% of such book value, in each case, as soon thereafter certified to the Trustee by the Parent Guarantor in an Officer’s Certificate (on which the Trustee may conclusively rely). The Parent Guarantor and the Company further jointly and severally agree that, notwithstanding any other provision to the contrary herein, each such Prospective Subsidiary Guarantor shall, upon execution and delivery of such supplemental indenture, be deemed to be a Subsidiary Guarantor for all purposes hereunder (including, without limitation, for purposes of this Article Ten). The Parent Guarantor and the Company jointly and severally represent and warrant that the Prospective Subsidiary Guarantors are, on the date hereof, excluded from being Subsidiary Guarantors solely by virtue of clause (1) of the definition of Subsidiary Guarantor and that all of the existing Domestic Restricted Subsidiaries of the Company and the Parent Company other than the Prospective Subsidiary Guarantors and those Domestic Restricted Subsidiaries that shall have executed this Indenture as practicableof the date hereof are, by virtue of clause (2) of such definition, excluded from being Subsidiary Guarantors.

Execution and Delivery of Note Guarantees. Each Guarantor hereby agrees that its execution and delivery of this Indenture or any supplemental indentures pursuant to Sections 4.07 and 4.20 and this Section 10.03 shall evidence its Note Guarantee set forth in Section 10.01 without the need for any further notation on the Notes. Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation relating to such Note Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or any supplemental indenture no longer holds that office at the time the Trustee authenticates the Notes or at any time thereafter, such Guarantor’s Note Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of each Guarantor. In the event that the Company or the Parent Company creates or acquires any new Restricted Subsidiaries subsequent to the date of this Indenture, if required by Section 4.07 or 4.20, the Parent Company and the Company jointly and severally agree to cause such Restricted Subsidiaries to execute supplemental indentures to this Indenture and Note Guarantees in accordance with Section 4.07 or 4.20 and this Article Ten, to the extent applicable. In addition, the Parent Company and the Company jointly and severally agree to use best efforts to obtain all regulatory approvals required in respect of the granting of, and if such approvals are granted to cause the grant of, a Subsidiary Guarantee by each of tw telecom of hawaii l.p. and tw telecom of new jersey georgia l.p. by a supplemental indenture to this Indenture on or prior to the date that is 120 days following the Closing Date or as soon thereafter as practicable.

Execution and Delivery of Note Guarantees. Each Guarantor hereby agrees that its execution and delivery of this Indenture or any supplemental indentures pursuant to Sections 4.07 and 4.20 and this Section 10.03 shall evidence its Note Guarantee set forth in Section 10.01 without the need for any further notation on the Notes. Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation relating to such Note Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or any supplemental indenture no longer holds that office at the time the Trustee authenticates the Notes or at any time thereafter, such Guarantor’s Note Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of each Guarantor. In the event that the Company or the Parent Company Guarantor creates or acquires any new Restricted Subsidiaries or other guarantors subsequent to the date of this Indenture, if required by Section 4.07 or 4.20, the Parent Company and the Company Parent Guarantor jointly and severally agree to cause such Restricted Subsidiaries or other guarantors to execute supplemental indentures to this Indenture and Note Guarantees in accordance with Section 4.07 or 4.20 and this Article Ten, to the extent applicable. In addition, the Parent Company Guarantor and the Company jointly and severally agree to use best efforts to obtain all regulatory approvals required in respect cause each of the granting offollowing Domestic Restricted Subsidiaries (the “Prospective Subsidiary Guarantors”) to execute and deliver, and if such approvals are granted to cause as soon as practicable but in no event later than 90 days following the grant ofClosing Date, a Subsidiary Guarantee by each of tw telecom of hawaii l.p. and tw telecom of new jersey l.p. by a supplemental indenture to this Indenture providing for issuance by such Domestic Restricted Subsidiary of a Subsidiary Guarantee of payment of the Notes: (i) Time Warner Telecom of Georgia, L.P., (ii) Time Warner Telecom of Hawaii, L.P., (iii) Time Warner Telecom of Indiana, L.P., (iv) Time Warner Telecom of the Mid-South, LLC, (v) Time Warner Telecom of New Jersey, L.P., (vi) Time Warner Telecom – N.Y., L.P., and (vii) Time Warner Telecom of Arizona LLC. Notwithstanding the foregoing, the Trustee shall extend the date for compliance with the covenant set forth in the immediately preceding sentence or waive such compliance with respect to such Prospective Subsidiary Guarantors which in the aggregate have assets (forming part of the Collateral) the aggregate book value of which (A) does not, following the expiry of such 90-day period, exceed 10% of the book value of the Parent Guarantor’s total assets on or prior a consolidated basis as of the end of the last quarter for which financial statements have been provided to the date that is Commission pursuant to the provisions under Section 4.18 and (B) does not, following the expiry of a period of 120 days following the Closing Date or Date, exceed 5% of such book value, in each case, as soon thereafter certified to the Trustee by the Parent Guarantor in an Officer’s Certificate (on which the Trustee may conclusively rely). The Parent Guarantor and the Company further jointly and severally agree that, notwithstanding any other provision to the contrary herein, each such Prospective Subsidiary Guarantor shall, upon execution and delivery of such supplemental indenture, be deemed to be a Subsidiary Guarantor for all purposes hereunder (including, without limitation, for purposes of Section 4.21 and this Article Ten). The Parent Guarantor and the Company jointly and severally represent and warrant that the Prospective Subsidiary Guarantors are, on the date hereof, excluded from being Subsidiary Guarantors solely by virtue of clause (1) of the definition of Subsidiary Guarantor and that all of the existing Domestic Restricted Subsidiaries of the Company and the Parent Company other than the Prospective Subsidiary Guarantors and those Domestic Restricted Subsidiaries that shall have executed this Indenture as practicableof the date hereof are, by virtue of clause (2) of such definition, excluded from being Subsidiary Guarantors.

Execution and Delivery of Note Guarantees. Each Guarantor hereby agrees that its execution and delivery of this Indenture or any supplemental indentures pursuant to Sections 4.07 and 4.20 and this Section 10.03 shall evidence its Note Guarantee set forth in Section 10.01 without the need for any further notation on the Notes. Each of the Guarantors hereby agrees that its Note Guarantee set forth in Section 10.01 shall remain in full force and effect notwithstanding any failure to endorse on each Note a notation relating to such Note Guarantee. If an Officer of a Guarantor whose signature is on this Indenture or any supplemental indenture no longer holds that office at the time the Trustee authenticates the Notes or at any time thereafter, such Guarantor’s Note Guarantee shall be valid nevertheless. The delivery of any Note by the Trustee, after the authentication thereof hereunder, shall constitute due delivery of the Note Guarantee set forth in this Indenture on behalf of each Guarantor. In the event that the Company or the Parent Company creates or acquires any new Restricted Subsidiaries subsequent to the date of this Indenture, if required by Section 4.07 or 4.20, the Parent Company and the Company jointly and severally agree to cause such Restricted Subsidiaries to execute supplemental indentures to this Indenture and Note Guarantees in accordance with Section 4.07 or 4.20 and this Article Ten, to the extent applicable. In addition, the Parent Company and the Company jointly and severally agree to use best efforts to obtain all regulatory approvals required in respect of the granting of, and if such approvals are granted to cause the grant of, a Subsidiary Guarantee Guarantees by each of tw telecom of hawaii l.p. and tw telecom of new jersey l.p. by a supplemental indenture to this Indenture the following Domestic Restricted Subsidiaries on or prior to the date that is 120 days following the Closing Date or as soon thereafter as practicable, in each case by a supplemental indenture to this Indenture providing for issuance by such Domestic Restricted Subsidiary of a Subsidiary Guarantee of payment of the Notes: (i) tw telecom data services llc, (ii) tw telecom of arizona llc, (iii) tw telecom of georgia l.p., (iv) tw telecom of hawaii l.p., (v) tw telecom of new jersey l.p. and (vi) tw telecom of new york l.p.