Common use of Guarantee Absolute and Unconditional Clause in Contracts

Guarantee Absolute and Unconditional. The Borrower and each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes Obligations, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Obligations. The Borrower and each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations or the Foreign Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, the Foreign Subsidiary Borrower Obligations and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower, each Foreign Subsidiary Borrower and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower, any Foreign Subsidiary Borrower or any of the Subsidiary Guarantors with respect to the Guaranteed Borrower Obligations and the Foreign Subsidiary Borrower Obligations. The Borrower and each Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations, the Foreign Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE any Foreign Subsidiary Borrower or any other Person against the Administrative AgentAgent or any Lender; other than any right of defense, set-off or counterclaim specifically available to the Borrower, any other Secured Party Foreign Subsidiary Borrower or any holder of Equally and Ratably Secured Notes Obligationsother Person under the Loan Documents, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower, any Foreign Subsidiary Borrower or such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, any Foreign Subsidiary Borrower of its Foreign Subsidiary Borrower Obligations, or of the Borrower or such Subsidiary Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Subsidiary Guarantor, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations and the Foreign Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Security Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Security Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Security Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-set- off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party Security Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party Security Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Security Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Security Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, with respect to the Loan Documents and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee of such Guarantor contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Mezzanine Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (other than a defense of payment or performance) (with or without notice to or knowledge of the Borrower or such any Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE for Borrower from the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee of such Guarantor contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party the Issuing Lender or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 Subsidiary Guarantee or acceptance of the guarantee contained in this Section 2Subsidiary Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Subsidiary Guarantee; and all dealings between the Borrower Borrowers and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Issuing Lender and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Subsidiary Guarantee. The Borrower and each Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Borrowers or any of the Subsidiary Guarantors with respect to the Guaranteed Obligations. The Borrower and each Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section 2 Subsidiary Guarantee shall be construed as a continuing, absolute absolute, irrevocable and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party the Issuing Lender or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE any Borrower or any Subsidiary Guarantor or other Person obligor in respect of any of the Obligations against the Administrative Agent, any other Secured Party the Issuing Lender or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE any Borrower for the Guaranteed Obligations, or of the Borrower or such Subsidiary Guarantor under the guarantee contained in this Section 2Subsidiary Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Subsidiary Guarantor, the Administrative Agent, the Issuing Lender and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party the Issuing Lender or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally the Issuing Lender and Ratably Secured Notes Obligations the Lenders against the Borrower or any such Subsidiary Guarantor. For This Subsidiary Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereof “demand” extent of its terms upon each Subsidiary Guarantor and the successors and assigns thereof, and shall include inure to the commencement benefit of the Administrative Agent, the Issuing Lender and continuance the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of each Subsidiary Guarantor under this Subsidiary Guarantee shall have been satisfied by payment in full in cash, the Commitments shall be terminated and no Letter of Credit remains outstanding, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Creditor upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the either Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsCreditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the either Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations, except as required pursuant to the Credit Agreement. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes DocumentsDocument (other than this Agreement), any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsCreditor, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Borrower, TWC, TWCE either Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsCreditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Creditor may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Creditor against the Borrower or any Guarantor. For the purposes hereof hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Agents and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor AMD waives any and all notice of the creation, renewal, extension extension, amendment, modification or accrual of any of the AMD Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Company upon the guarantee contained in this Section 2 AMD Guaranty or acceptance of the guarantee contained in this Section 2AMD Guaranty; the AMD Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2AMD Guaranty; and all dealings between the Borrower AMD Member and any of the GuarantorsAMD, on the one hand, and the Administrative Agent, the other Secured Parties Company or Fujitsu and the holders of Equally and Ratably Secured Notes ObligationsFujitsu Member, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in AMD Guaranty. AMD agrees that (i) any notice provided under this Section 2. The Borrower and each Guarantor waives diligence, presentment, protest, Agreement to AMD Member (including any demand for payment and or notice of default or nonpayment non payment) shall be deemed to constitute notice to AMD for purposes hereof and (ii) any knowledge of AMD Member shall be deemed knowledge of AMD for purposes hereof. Nothing in this Article 11 shall be deemed to constitute a waiver of, or upon prevent AMD from asserting, any valid defense that may be asserted by AMD Member. AMD waives to the Borrower or fullest extent permitted by Applicable Law any defense whatsoever to the performance of the Guarantors with respect to AMD Guaranteed Obligations that would not constitute a valid defense by AMD Member (including, without limitation, any defense that may be derived from or afforded by Applicable Law that limits the Guaranteed Obligationsliability of or exonerate guarantors or sureties). The Borrower and each Guarantor AMD understands and agrees that the guarantee contained in this Section 2 AMD Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligationsthis Article 11, or (cb) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower AMD Member or such GuarantorAMD) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE AMD Member for the AMD Guaranteed Obligations, or of the Borrower or such Guarantor AMD under the guarantee contained in this Section 2, AMD Guaranty in bankruptcy or in any other instancesimilar proceedings. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any GuarantorAMD, the Administrative AgentCompany, any other Secured Party Fujitsu or any holder of Equally and Ratably Secured Notes Obligations Fujitsu Member may, but shall be under no obligation to (and AMD irrevocably and unconditionally hereby waives to the fullest extent permitted by Applicable Law any right AMD may have to require the Company or any other Person to, and any defense that may arise from the Company’s or any other Person’s failure to) make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor AMD Member or any other Person or against any collateral security or guarantee guaranty for the AMD Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Company to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor AMD Member or any other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of the Borrower, any other Guarantor AMD Member or any other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve any Guarantor AMD of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Company against the Borrower or any GuarantorAMD. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall may be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor Holdings waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between the Borrower and any of the Guarantorsother Credit Parties, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. The Borrower and each Guarantor Holdings waives except to the extent that any such waiver would be expressly prohibited by law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the other Subsidiary Guarantors with respect to the Guaranteed Obligations. The Borrower and each Guarantor Holdings understands and agrees that the its guarantee contained in this Section 2 herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Credit Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance and solely after the final payment in full in cash of the Obligations other than indemnity and other contingent liabilities not yet due and payable, a defense arising from or in connection with the bad faith, gross negligence or willful misconduct of any Secured Party in respect of an indemnity Obligation) which may at any time be available to or be asserted by the Borrower, TWC, TWCE any Borrower or any other Person person against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such GuarantorHoldings) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Obligations, or of the Borrower or such Guarantor Holdings under the its guarantee contained in this Section 2herein, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any GuarantorHoldings, the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the any Borrower, any other Subsidiary Guarantor or any other Person person or against any collateral security or guarantee for the Guaranteed any Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the any Borrower, any other Subsidiary Guarantor or any other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Borrower, any other Subsidiary Guarantor or any other Person person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor Holdings of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any GuarantorHoldings. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Guaranteed Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Holdings, Borrower and any of the GuarantorsGuarantor, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes Obligationsany Guaranteed Party, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Except for any notice expressly provided herein (including Demand Notices), the Guarantor waives diligence, presentment, protest, proof of notice of non-payment, demand for payment and notice of default or nonpayment to or upon the Holdings, Borrower or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. The Borrower and each Guarantor understands and agrees that the guarantee of the Guarantor contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment until the termination of this Guaranty without regard to (a) the validity or enforceability of the Credit Agreement or Agreement, any other Loan Financing Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by any Guaranteed Party (including any provision of Applicable Law purporting to prohibit the Administrative Agent, performance by any Loan Party of any of its obligations under the Financing Documents (other Secured Party than any such invalidity or any holder of Equally and Ratably Secured Notes unenforceability with respect solely to the Guaranteed Obligations)), (b) the existence of any claim, defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Holdings, Borrower, TWC, TWCE the Guarantor or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsGuaranteed Party, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Holdings, Borrower or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE defense of a surety or guarantor or any other obligor on any obligation of Holdings for the its Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Guaranteed Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrowerany Loan Party, any other Guarantor guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Guaranteed Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrowerany Loan Party, any other Guarantor guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrowerany Loan Party, any other Guarantor guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Guaranteed Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings. The Guarantor acknowledges that its obligations hereunder are joint and several obligations with the other Guarantors (as defined in the Credit Agreement), and that none of (i) the failure of another Guarantor (as defined in the Credit Agreement) to perform under its Guaranty (as defined in the Credit Agreement) or (ii) any other circumstance affecting another Guarantor (as defined in the Credit Agreement) shall constitute a defense or discharge of its obligations hereunder.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor CBS waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 8.1 or acceptance of the guarantee contained in this Section 28.1; the Guaranteed Obligations, and any of them, Subsidiary Borrower Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 28.1; and all dealings between CBS or the Borrower and any of the GuarantorsSubsidiary Borrowers, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 28.1. The Borrower and each Guarantor CBS waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower CBS or any of the Guarantors Subsidiary Borrower with respect to the Guaranteed Subsidiary Borrower Obligations. The Borrower and each Guarantor understands and agrees that the guarantee contained in this Section 2 8.1 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documentsthis Agreement, any of the Guaranteed Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) the legality under applicable requirements of law of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any requirement of law purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performanceperformance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by the Borrower, TWC, TWCE or any other Person CBS against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower CBS or such Guarantorany Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE any Subsidiary Borrower for the Guaranteed any of its Subsidiary Borrower Obligations, or of the Borrower or such Guarantor CBS under the guarantee contained in this Section 28.1, in bankruptcy or in any other instance. When making the Administrative Agent or any demand hereunder or otherwise Lender is pursuing its rights and remedies hereunder under this Section 8.1 against the Borrower or any GuarantorCBS, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Subsidiary Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor CBS of any obligation or liability hereunderunder this Section 8.1, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally Agent and Ratably Secured Notes Obligations the Lenders against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsCBS.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 Article VIII or acceptance of the guarantee contained in this Section 2Article VIII; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Article VIII; and all dealings between such Guarantor and the Borrower and any of the GuarantorsBorrower, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Article VIII. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors such Guarantor with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Article VIII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative AgentLender, (c) any change in the corporate existence, structure or ownership of the Borrower, or any insolvency, bankruptcy, reorganization or other similar proceeding affecting the Borrower or its assets or any resulting release or discharge of any Obligation, (d) any law, regulation or order of any jurisdiction, or any other Secured Party event, affecting any term of any Obligation or any holder of Equally and Ratably Secured Notes Obligations, the Lender's rights with respect thereto or (ce) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantorit) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Article VIII, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any a Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or other guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any such Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor Wynn Resorts waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and Wynn Resorts or any of the Other Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Guarantor Wynn Resorts waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Borrower, Wynn Resorts or any of the Guarantors with respect to the Guaranteed ObligationsOther Guarantors. The Borrower and each Guarantor Wynn Resorts understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such GuarantorWynn Resorts) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor Wynn Resorts under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative AgentWynn Resorts, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor Wynn Resorts of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any GuarantorWynn Resorts. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Primary Obligations and notice of or proof of reliance by the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 Article II or acceptance of the guarantee contained in this Section 2Article II; the Guaranteed Primary Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Article II; and all dealings between the Borrower and any of the GuarantorsLoan Parties, on the one hand, and the Administrative Agent, Collateral Agent and the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Article II. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Borrower, any other Loan Party with Primary Obligations or any of the Guarantors with respect to the Guaranteed Primary Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Article II shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes DocumentsSecured Agreement, any of the Guaranteed Primary Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance, including the defense that Payment in Full has occurred) which may at any time be available to or be asserted by the Borrower, TWC, TWCE any other Loan Party or any other Person against the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrower, any other Loan Party with Primary Obligations or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Loan Parties for the Guaranteed Primary Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Article II, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Primary Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Loan Party with Primary Obligations, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives waives, to the maximum extent permitted by applicable law, any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Collateral Agent, the Administrative Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; each of the Guaranteed Borrower Obligations, and any of themobligation contained therein, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between any of the Borrower Borrowers and any of the Guarantors, on the one hand, and the Administrative Collateral Agent, the Administrative Agent and the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives waives, to the maximum extent permitted by applicable law, diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the any Borrower or any of the other Guarantors with respect to any of the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees agrees, to the extent permitted by law, that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard and not of collection. The obligations of each of the Guarantors hereunder are independent of the obligations of any other Guarantor or Grantor or any other Person and a separate action or actions may be brought and prosecuted against one or more of the Guarantors whether or not action is brought against any other Guarantor or Grantor or any other Person and whether or not any other Guarantor or Grantor or any other Person be joined in any such action or actions. Each Guarantor hereby waives, to the maximum extent permitted by applicable law, any and all defenses (other than any claim against a Secured Party alleging breach of a contractual provision of any of the Loan Documents) that it may have arising out of or in connection with any and all of the following: (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Collateral Agent, the Administrative Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by any of the BorrowerBorrowers against the Collateral Agent, TWC, TWCE the Administrative Agent or any other Person against Secured Party, (c) any change in the time, place, manner or place of payment, amendment, or waiver or increase in any of the Obligations, (d) any exchange, taking, release or non-perfection of Security Collateral, (e) any change in the structure or existence of any of the Borrowers, (f) any application of Security Collateral to any of the Obligations, (g) any law, regulation or order of any jurisdiction, or any other event, affecting any term of any Obligation or the rights of the Collateral Agent, the Administrative Agent, Agent or any other Secured Party with respect thereto, including, without limitation: (i) the application of any such law, regulation, decree or order, including any prior approval, which would prevent the exchange of any currency (other than Dollars) for Dollars or the remittance of funds outside of such jurisdiction or the unavailability of Dollars in any legal exchange market in such jurisdiction in accordance with normal commercial practice, (ii) a declaration of banking moratorium or any holder suspension of Equally and Ratably Secured Notes Obligationspayments by banks in such jurisdiction or the imposition by such jurisdiction or any Governmental Authority thereof of any moratorium on, the required rescheduling or restructuring of, or required approval of payments on, any indebtedness in such jurisdiction, (iii) any expropriation, confiscation, nationalization or requisition by such country or any Governmental Authority that directly or indirectly deprives any Borrower of any assets or their use, or of the ability to operate its business or a material part thereof, or (civ) any war (whether or not declared), insurrection, revolution, hostile act, civil strife or similar events occurring in such jurisdiction which has the same effect as the events described in clause (i), (ii) or (iii) above (in each of the cases contemplated in clauses (i) through (iv) above, to the extent occurring or existing on or at any time after the date of this Agreement), or (h) any other circumstance whatsoever (other than payment in full in cash of the Borrower Obligations guaranteed by it hereunder) (with or without notice to or knowledge of any of the Borrower Borrowers or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrower, TWC or TWCE Borrowers for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Collateral Agent, the Administrative Agent and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against any of the BorrowerBorrowers, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations guaranteed by such Guarantor hereunder or any right of offset with respect thereto, and any failure by the Administrative Collateral Agent, the Administrative Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the any Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of any of the BorrowerBorrowers, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent, the Administrative Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2for its Guarantor Obligations, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower Each of Bermuda Holdings and each Guarantor Stratus Bermuda waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations guaranteed by Bermuda Holdings and Stratus Bermuda, and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally Guaranteed Creditors upon this Bermuda Holdings and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 Stratus Bermuda Guaranty or acceptance of the guarantee contained in this Section 2Bermuda Holdings and Stratus Bermuda Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Bermuda Holdings and Stratus Bermuda Guaranty; and all dealings between the Borrower and or any of the Guarantors, on the one hand, Subsidiary Guarantors and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes Obligations, on the other hand, Guaranteed Creditors shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Bermuda Holdings and Stratus Bermuda Guaranty. The Borrower Each of Bermuda Holdings and each Guarantor Stratus Bermuda waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Subsidiary Guarantors with respect to the Guaranteed ObligationsObligations guaranteed by Bermuda Holdings and Stratus Bermuda. The Borrower Each of Bermuda Holdings and each Guarantor Stratus Bermuda understands and agrees that the guarantee contained in this Section 2 Bermuda Holdings and Stratus Bermuda Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of this Agreement, the Credit Agreement or Notes, any other Loan Credit Document, the TWC Notes DocumentsLetters of Credit, the TWCE Notes Documentsany Swap Agreements, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsGuaranteed Creditors, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE any of the Subsidiary Guarantors or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsGuaranteed Creditors, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Obligations, or of the Borrower Bermuda Holdings or such Guarantor under the guarantee contained in this Section 2Stratus Bermuda , in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower any of Bermuda Holdings or any GuarantorStratus Bermuda , the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Guaranteed Creditors may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it they may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Guaranteed Creditors to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor Bermuda Holdings and/or Stratus Bermuda of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Guaranteed Creditors against Bermuda Holdings and Stratus Bermuda . This Bermuda Holdings and Stratus Bermuda Guaranty shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each of Bermuda Holdings and Stratus Bermuda and the successors and assigns thereof, and shall inure to the benefit of the Guaranteed Creditors, and their respective successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of each of Bermuda Holdings and Stratus Bermuda under this Bermuda Holdings and Stratus Bermuda Guaranty shall have been satisfied by payment in full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been Cash Collateralized so that it is fully secured to the satisfaction of the Administrative AgentAgent and the Revolving Credit Commitments shall be terminated, any other Secured Party or any holder notwithstanding that from time to time during the term of Equally and Ratably Secured Notes Obligations against this Agreement the Borrower or may be free from any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsGuaranteed Obligations.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained in this Section 2; and all Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, Agent and the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the guarantee contained in this Section 2. The Borrower and fullest extent permitted by applicable Requirement of Law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to to, or upon upon, the Borrower or any of the Guarantors other Guarantor with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or any other Loan Guaranteed Transaction Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower against the Administrative Agent or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Credit Parties for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Agent and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any Agent and the other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Parties against the Borrower or any such Guarantor. For Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the purposes hereof “demand” Guaranteed Transaction Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall include remain in full force and effect and be binding in accordance with and to the commencement extent of its terms upon each Guarantor and continuance the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorses, transferees and assigns, until the Termination Date, notwithstanding that from time to time any legal proceedingsGuaranteed Transaction Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 14.17 of the Credit Agreement.

Guarantee Absolute and Unconditional. The Borrower and To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Guaranteed Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 herein or acceptance of the guarantee contained in this Section 2herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2herein; and all dealings between the Borrower Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsGuaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2herein. The Borrower and To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or Agreement, any other Loan Document or any Ancillary Facility Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsGuaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, TWCany Ancillary Borrower, TWCE any Applicable Account Party or any other Person against the Administrative Agentany Guaranteed Party, (c) any law or regulation of any jurisdiction or any other Secured Party or event affecting any holder term of Equally and Ratably Secured Notes Obligations, the Guaranteed Obligations or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company, any Subsidiary Borrower, any Ancillary Borrower, any Applicable Account Party or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Company, any Subsidiary Borrower, TWC any Ancillary Borrower or TWCE any Applicable Account Party for any of the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2herein, in bankruptcy or in any other instance. When making any demand Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder or otherwise pursuing its rights and remedies hereunder against notwithstanding the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor occurrence of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.Guarantee

Guarantee Absolute and Unconditional. The Borrower and each CME Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between Borrower or the Borrower and any of the GuarantorsCME Guarantor, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. The Borrower and each CME Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors CME Guarantor with respect to the Guaranteed Obligations. The Borrower and each Guarantor understands and agrees that the guarantee contained in this Section 2 This Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment and performance and not of collection without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or any other Loan Credit Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations Obligations, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party Agent or any holder Lender, (c) whether or not any of Equally and Ratably Secured Notes Obligationsthe Obligations are from time to time reduced, or extinguished (cother than pursuant to Section 2(b) above), whether or not recovery may be or hereafter become barred by any statute of limitations or otherwise, and despite any arrangement or composition entered into in connection with any bankruptcy or other proceeding or (d) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such the CME Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of Borrower from the Borrower, TWC or TWCE for the Guaranteed Obligations, Obligations or of the Borrower or such CME Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any a demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any CME Guarantor, the Administrative Agent, Agent and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other the CME Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other the CME Guarantor or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other the CME Guarantor or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the CME Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any CME Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Loan Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance or the Discharge of Obligations) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instanceinstance other than the express written release of such Guarantor from this Agreement by the Administrative Agent pursuant to and to the extent set forth in Section 9.14 of the Credit Agreement. When To the fullest extent permitted by applicable law, when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, Borrower or any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE or any other Person Borrower against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Agent and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative AgentAgent and the Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, any other Secured Party or any holder and shall inure to the benefit of Equally the Administrative Agent and Ratably Secured Notes the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations against and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower or may be free from any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Guaranteed Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 herein or acceptance of the guarantee contained in this Section 2herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2herein; and all dealings between the Borrower Company, any of the Subsidiary Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsGuaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2herein. The Borrower and To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Company, any of the Subsidiary Borrowers or any of the Guarantors with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsGuaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the BorrowerCompany, TWC, TWCE any Subsidiary Borrower or any other Person against the Administrative Agentany Guaranteed Party, (c) any law or regulation of any jurisdiction or any other Secured Party or event affecting any holder term of Equally and Ratably Secured Notes Obligations, the Guaranteed Obligations or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of a surety or guarantor or any other obligor on any obligation of the Borrower, TWC Company or TWCE any Subsidiary Borrower for any of the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2herein, in bankruptcy or in any other instance. Notwithstanding anything herein to the contrary, (x) the Company understands and agrees that this Agreement shall remain in full force and effect as to the Company’s obligations hereunder, notwithstanding the release of any Subsidiary Guarantor pursuant to Section 3.15(b), but subject to any release of such obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.15(a) and (y) each of the other Guarantors shall be released from its obligations hereunder to the extent provided in, and pursuant to the terms of, Section 3.15. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Guaranteed Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Company, any Subsidiary Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Guaranteed Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Company, any Subsidiary Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Company, any Subsidiary Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Guaranteed Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative AgentCertificate Holders, any other Secured Party Indenture Trustee, Collateral Agent or any holder of Equally and Ratably Secured Notes Obligations Securityholder upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2; Guarantee, the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between the Borrower Lessor and any of the Guarantorssuch Guarantor, on the one hand, and the Administrative AgentIndenture Trustee, the other Secured Parties Collateral Agent and the holders of Equally and Ratably Secured Notes ObligationsSecurityholders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Lessor or any of the Guarantors such Guarantor with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee and surety of payment (and not merely a guaranty of collection) without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Indenture or any other Loan Document, the TWC Notes Documents, the TWCE Notes DocumentsOperative Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsBeneficiaries, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the BorrowerLessor, TWC, TWCE the Lessee or any other Person such Guarantor against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsBeneficiaries, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Lessor, the Lessee or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC Lessor or TWCE the Lessee for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Beneficiaries may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the BorrowerLessor, any other Guarantor the Lessee or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Beneficiaries to pursue such other rights or remedies or to collect any payments from the BorrowerLessor, any other Guarantor the Lessee or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the BorrowerLessor, any other Guarantor the Lessee or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Beneficiaries against the Borrower or any such Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon such Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Beneficiaries and their respective successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of such Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Indenture the Lessor or the Lessee may be free from any Guaranteed Obligations. Each Guarantor further agrees that, as between such Guarantor, on the one hand, and the Beneficiaries on the other hand, (x) the maturity of the Guaranteed Obligations may be accelerated as provided in the Indenture and the other Operative Agreements for the purposes hereof “demand” shall include of its guarantee herein, notwithstanding any stay, injunction or other prohibition preventing such acceleration in respect of the commencement Guaranteed Obligations and continuance (y) in the event of any legal proceedingssuch declaration of acceleration of such Guaranteed Obligations, such Guaranteed Obligations (whether or not due and payable) shall forthwith become due and payable by the Guarantors for the purposes of this Guarantee.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2for its Guarantor Obligations, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon any of the Borrower Borrowers or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Borrower, TWC, TWCE any Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrowers for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy any Insolvency Proceeding or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the BorrowerBorrowers, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the any Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Subsidiary Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations or the Foreign Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, the Foreign Subsidiary Borrower Obligations and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower, each Foreign Subsidiary Borrower and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Subsidiary Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower, any Foreign Subsidiary Borrower or any of the Subsidiary Guarantors with respect to the Guaranteed Borrower Obligations and the Foreign Subsidiary Borrower Obligations. The Borrower and each Each Subsidiary Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations, the Foreign Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE any Foreign Subsidiary Borrower or any other Person against the Administrative AgentAgent or any Lender; other than any right of defense, set-off or counterclaim specifically available to the Borrower, any other Secured Party Foreign Subsidiary Borrower or any holder of Equally and Ratably Secured Notes Obligationsother Person under the Loan Documents, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower, any Foreign Subsidiary Borrower or such Subsidiary Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, any Foreign Subsidiary Borrower of its Foreign Subsidiary Borrower Obligations, or of the Borrower or such Subsidiary Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Subsidiary Guarantor, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations and the Foreign Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any Foreign Subsidiary Borrower, any other Subsidiary Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Subsidiary Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Subsidiary Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE or any other Person Borrower against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Agent and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right fight of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative AgentAgent and the Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, any other Secured Party or any holder and shall inure to the benefit of Equally the Administrative Agent and Ratably Secured Notes the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations against and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower or may be free from any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor Each Guarantor, to the maximum extent permitted by applicable law, waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Guarantor Each Guarantor, to the maximum extent permitted by applicable law, waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower against the Agent or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Agent and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative AgentAgent and the Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, any other Secured Party or any holder and shall inure to the benefit of Equally the Agent and Ratably Secured Notes the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations against and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower or may be free from any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Collateral Agent, any other Secured Party either Administrative Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed any Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the any Borrower and any of the Guarantors, on the one hand, and the Administrative Collateral Agent, the other Secured Parties Administrative Agents and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the any Borrower or any of the Guarantors with respect to the Guaranteed any Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the either Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Collateral Agent, any other Secured Party either Administrative Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE any Borrower or any other Person against the Administrative Collateral Agent, any other Secured Party either Administrative Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the any Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE any Borrower for the Guaranteed its Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Collateral Agent or either Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Agent may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the defaulting Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed any Borrower Obligations or any right of offset with respect thereto, and any failure by the Collateral Agent or either Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Agent to make any such demand, to pursue such other rights or remedies or to collect any payments from the defaulting Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the any Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Collateral Agent, any other Secured Party either Administrative Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor Fujitsu waives any and all notice of the creation, renewal, extension extension, amendment, modification or accrual of any of the Fujitsu Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Company upon the guarantee contained in this Section 2 Fujitsu Guaranty or acceptance of the guarantee contained in this Section 2Fujitsu Guaranty; the Fujitsu Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Fujitsu Guaranty; and all dealings between the Borrower Fujitsu Member and any of the GuarantorsFujitsu, on the one hand, and the Administrative Agent, the other Secured Parties Company or AMD and the holders of Equally and Ratably Secured Notes ObligationsAMD Member, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in Fujitsu Guaranty. Fujitsu agrees that (i) any notice provided under this Section 2. The Borrower and each Guarantor waives diligence, presentment, protest, Agreement to Fujitsu Member (including any demand for payment and or notice of default or nonpayment non payment) shall be deemed to constitute notice to Fujitsu for purposes hereof and (ii) any knowledge of Fujitsu Member shall be deemed knowledge of Fujitsu for purposes hereof. Nothing in this Article 12 shall be deemed to constitute a waiver of, or upon prevent Fujitsu from asserting, any valid defense that may be asserted by Fujitsu Member. Fujitsu waives to the Borrower or fullest extent permitted by Applicable Law any defense whatsoever to the performance of the Guarantors with respect to Fujitsu Guaranteed Obligations that would not constitute a valid defense by Fujitsu Member (including, without limitation, any defense that may be derived from or afforded by Applicable Law that limits the Guaranteed Obligationsliability of or exonerates guarantors or sureties). The Borrower and each Guarantor Fujitsu understands and agrees that the guarantee contained in this Section 2 Fujitsu Guaranty shall be construed as a continuing, absolute and unconditional guarantee guaranty of payment and performance without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligationsthis Article 12, or (cb) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Fujitsu Member or such GuarantorFujitsu) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Fujitsu Member for the Fujitsu Guaranteed Obligations, or of the Borrower or such Guarantor Fujitsu under the guarantee contained in this Section 2, Fujitsu Guaranty in bankruptcy or in any other instancesimilar proceedings. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any GuarantorFujitsu, the Administrative AgentCompany, any other Secured Party AMD or any holder of Equally and Ratably Secured Notes Obligations AMD Member may, but shall be under no obligation to (and Fujitsu irrevocably and unconditionally waives to the fullest extent permitted by Applicable Law any right Fujitsu may have to require the Company or any other Person to, and any defense that may arise from the Company’s or any other Person’s failure to), make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Fujitsu Member or any other Person or against any collateral security or guarantee guaranty for the Fujitsu Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Company to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Fujitsu Member or any other Person or to realize upon any such collateral security or guarantee guaranty or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Fujitsu Member or any other Person or any such collateral security, guarantee guaranty or right of offset, shall not relieve any Guarantor Fujitsu of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Company against the Borrower or any GuarantorFujitsu. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Collateral Agent and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement Agreement, the Note Agreements, the Prudential Notes or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Collateral Agent or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance in full) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party Collateral Agent or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by each of the Administrative AgentAgents, any other Secured Party the Issuing Lender or any holder of Equally and Ratably Secured Notes Obligations Guaranteed Creditor upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between the Borrower Company or the Guarantor and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes Obligations, on the other hand, Issuing Lender or any Guaranteed Creditor shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. The Borrower and each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Company or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. The Borrower and each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or Agreement, the Notes, any other Loan Credit Document, the TWC Notes DocumentsLetters of Credit, the TWCE Notes Documentsany Interest Rate Agreements, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative any Agent, any other Secured Party the Issuing Lender or any holder of Equally and Ratably Secured Notes ObligationsGuaranteed Creditor, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the BorrowerCompany, TWC, TWCE the Guarantor or any other Person against the Administrative any Agent, any other Secured Party the Issuing Lender or any holder of Equally and Ratably Secured Notes ObligationsGuaranteed Creditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Company or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of any of the Borrower, TWC or TWCE Company for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or Agent and/or any holder of Equally and Ratably Secured Notes Obligations Guaranteed Creditor may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Company or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Guaranteed Creditor to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Company or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Company or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of any Agent or any Guaranteed Creditor against the Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Agents and the Guaranteed Creditors, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative AgentAgent and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Company may be free from any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations Obligations, and notice of or proof of reliance by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Guaranteed Obligations, and Obligations or any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between the UK Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, Agent and the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the UK Borrower or any of the Guarantors with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Agreement, any other Credit Document, any Letter of Credit or any other Loan Document, the TWC Notes Documents, the TWCE Notes DocumentsHedge Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Borrower, TWC, TWCE or any other Person UK Borrower against the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the UK Borrower or such Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE UK Borrower for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy bankruptcy, liquidation, administration, or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Agent and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor UK Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor UK Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor UK Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any Agent and the other Secured Party or Parties against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorsees, transferees and assigns, until all the Obligations under the Credit Documents shall have been satisfied by payment in full, the Commitments shall be terminated and no Letters of Credit drawn by the UK Borrower shall be outstanding, notwithstanding that from time to time during the term of the Credit Agreement and any holder Hedge Agreement the Credit Parties may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of Equally such Guarantor shall be automatically released upon the consummation of any transaction permitted by the Credit Agreement as a result of which such Guarantor ceases to be a Subsidiary of the UK Borrower. In connection with any such release, the Administrative Agent shall execute and Ratably Secured Notes Obligations against the Borrower or deliver to any Guarantor, at such Guarantor's expense, all documents that such Guarantor shall reasonably request to evidence such termination or release. For Any execution and delivery of documents pursuant to the purposes hereof “demand” preceding sentence of this Section 7 shall include be without recourse to or warranty by the commencement and continuance of any legal proceedingsAdministrative Agent.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Loan Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained in this Section 2; and all Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, Collateral Agent and the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the guarantee contained in this Section 2. The Borrower and fullest extent permitted by applicable Requirement of Law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to to, or upon upon, the Borrower or any of the Guarantors other Guarantor with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or any other Loan Guaranteed Transaction Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower against the Collateral Agent or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Collateral Agent and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any Collateral Agent and the other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Parties against the Borrower or any such Guarantor. For Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the purposes hereof “demand” Guaranteed Transaction Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall include remain in full force and effect and be binding in accordance with and to the commencement extent of its terms upon each Guarantor and continuance the successors and assigns thereof, and shall inure to the benefit of the Collateral Agent and the other Secured Parties, and their respective successors, indorses, transferees and assigns, until the Termination Date, notwithstanding that from time to time any legal proceedingsGuaranteed Transaction Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.17 of the Credit Agreement.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 Article VII or acceptance of the guarantee contained in this Section 2Article VII; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Article VII; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Article VII. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Article VII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit this Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Article VII, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Subject to the terms of the Note Purchase Agreement, the Guarantor unconditionally waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Issuer Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Collateral Agent or any holder of Equally and Ratably Secured Notes Obligations Noteholder upon the guarantee contained in this Section 2 Article II or acceptance of the guarantee contained in this Section 2Article II; the Guaranteed Issuer Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Article II; and all dealings between the Borrower Issuer, the Guarantor and any of the Guarantors, on Olin xx the one hand, and the Administrative Agent, the other Secured Parties Collateral Agent and the holders of Equally and Ratably Secured Notes ObligationsNoteholders, on the other hand, likewise shall be conclusively presumed to have been had or consummated consum- mated in reliance upon the guarantee contained in this Section 2Article II. The Borrower and each Guarantor unconditionally waives diligence, presentment, protest, demand for payment and notice of default or nonpayment or any other notice that may be required, by statute, rule of law or otherwise to preserve any rights of any Noteholder against the Guarantor, to or upon the Borrower or any of the Guarantors Issuer, the Guarantor or any Other Guarantor with respect to the Guaranteed Issuer Obligations; any right to the enforcement, assertion, exercise or exhaustion by any holder of any right, power, privilege or remedy conferred in any Related Document; any requirement to mitigate the damages resulting from any default under any Related Documents, any notice of any sale, transfer or other disposition of any right, title to or interest in any Note by any holder thereof or in any other Related Document, any release of the Guarantor from its obligations hereunder resulting from any loss by it or its rights of subrogation hereunder and any other circumstance whatsoever which might constitute a legal or equitable discharge, release or defense of a guarantor or surety or which might otherwise limit recourse against the Guarantor. The Borrower and each Guarantor understands and agrees that the guarantee contained in this Section 2 Article II shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement Note Purchase Agreements or any other Loan Related Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Issuer Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Collateral Agent or any holder of Equally and Ratably Secured Notes ObligationsNoteholder, (b) any defense, set-off off, counterclaim, deduction, diminution, abatement, suspension, deferment or counterclaim reduction (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Issuer or any other Person against the Administrative Agent, any other Secured Party Collateral Agent or any holder of Equally and Ratably Secured Notes ObligationsNoteholder, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Issuer or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Issuer for the Guaranteed Issuer Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Article II, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agentincluding, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.without limitation:

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Company Obligations or the Canadian Borrower Obligations, as the case may be, and notice of or proof of reliance by the US Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Company Obligations, the Canadian Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the either Borrower and any of the Guarantors, on the one hand, and the US Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the either Borrower or any of the Guarantors with respect to the Guaranteed Company Obligations or the Canadian Borrower Obligations, as the case may be. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Amended and Restated Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Company Obligations or the Canadian Borrower Obligations, as the case may be, or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the US Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by either Borrower against the Borrower, TWC, TWCE US Administrative Agent or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the either Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE either Borrower for the Guaranteed Company Obligations or the Canadian Borrower Obligations, as the case may be, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the US Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the either Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Company Obligations or the Canadian Borrower Obligations, as the case may be, or any right of offset with respect thereto, and any failure by the US Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the either Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the either Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the US Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor Viacom waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 8.1 or acceptance of the guarantee contained in this Section 28.1; the Guaranteed Obligations, and any of them, Subsidiary Borrower Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 28.1; and all dealings between Viacom or the Borrower and any of the GuarantorsSubsidiary Borrowers, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 28.1. The Borrower and each Guarantor Viacom waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Viacom or any of the Guarantors Subsidiary Borrower with respect to the Guaranteed Subsidiary Borrower Obligations. The Borrower and each Guarantor understands and agrees that the guarantee contained in this Section 2 8.1 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documentsthis Agreement, any of the Guaranteed Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) the legality under applicable requirements of law of repayment by the relevant Subsidiary Borrower of any Subsidiary Borrower Obligations or the adoption of any requirement of law purporting to render any Subsidiary Borrower Obligations null and void, (c) any defense, set-off setoff or counterclaim (other than a defense of payment or performanceperformance by the applicable Subsidiary Borrower) which may at any time be available to or be asserted by the Borrower, TWC, TWCE or any other Person Viacom against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Viacom or such Guarantorany Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE any Subsidiary Borrower for the Guaranteed any of its Subsidiary Borrower Obligations, or of the Borrower or such Guarantor Viacom under the guarantee contained in this Section 28.1, in bankruptcy or in any other instance. When making the Administrative Agent or any demand hereunder or otherwise Lender is pursuing its rights and remedies hereunder under this Section 8.1 against the Borrower or any GuarantorViacom, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Subsidiary Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by NY nv-6billion -credit.htm i the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Subsidiary Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Subsidiary Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any Guarantor Viacom of any obligation or liability hereunderunder this Section 8.1, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally Agent and Ratably Secured Notes Obligations the Lenders against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsViacom.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. (a) The Borrower and each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations Obligations, and notice of or proof of reliance by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Term B-4 Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2; the Guarantee. All Guaranteed Obligations, and any of them, Obligations shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained in this Section 2; Guarantee, and all dealings between the Borrower and any of the GuarantorsGuarantor, on the one hand, and the Administrative Agent, Agent and the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsTerm B-4 Lenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the guarantee contained in this Section 2. The Borrower and each fullest extent permitted by Applicable Law, the Guarantor waives diligence, promptness, presentment, protest and notice of protest, demand for payment and or performance, notice of default or nonpayment to nonpayment, notice of acceptance and any other notice in respect of the Guaranteed Obligations or upon any part of them, and any defense arising by reason of any disability or other defense of the Borrower or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. The Borrower and each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (ai) the validity validity, regularity or enforceability of the Amended and Restated Credit Agreement or any other Loan DocumentAgreement, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsTerm B-4 Lender, (bii) any defense, set-off or counterclaim (other than a defense of payment or performance) which that may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower against the Administrative Agent or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations, Term B-4 Lender or (ciii) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such the Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance, other than a discharge upon the payment in full of the Guaranteed Obligations (other than any contingent indemnity obligations not then due). When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Agent and any other Secured Party or any holder Term B-4 Lender may without prejudice to the Guarantor’s right of Equally and Ratably Secured Notes Obligations maysubrogation in Section 2.4, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations (other than any contingent indemnity obligations not then due) or any right of offset with respect thereto, and any failure by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Term B-4 Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any Agent and the other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Term B-4 Lender against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 11 or acceptance of the guarantee contained in this Section 211; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 211; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 211. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 11 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Loan Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right fight of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 211, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 Article VIII or acceptance of the guarantee contained in this Section 2Article VIII; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Article VIII; and all dealings between the Borrower Borrowers and any of the GuarantorsGuarantor, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Article VIII. The Borrower and each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors Borrowers with respect to the Guaranteed Borrower Obligations. The Borrower and each Guarantor understands and agrees that the guarantee contained in this Section 2 Article VIII shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrowers or any other Person against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (cb) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrowers for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Article VIII, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrowers or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrowers or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrowers or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Guaranteed Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 herein or acceptance of the guarantee contained in this Section 2herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2herein; and all dealings between the Borrower Company, any of the Subsidiary Borrowers, any Ancillary Borrower, any Applicable Account Party and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsGuaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2herein. The Borrower and To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Company, any of the Subsidiary Borrowers, any of the Ancillary Borrowers, any of the Applicable Account Parties or any of the Guarantors with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or Agreement, any other Loan Document or any Ancillary Facility Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsGuaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Company, any Subsidiary Borrower, TWCany Ancillary Borrower, TWCE any Applicable Account Party or any other Person against the Administrative Agentany Guaranteed Party, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations, or (c) any other circumstance whatsoever (with law or without notice to or knowledge regulation of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor jurisdiction or any other Person or against event affecting any collateral security or guarantee for term of the Guaranteed Obligations or (d) any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.other

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance or the Discharge of Obligations or the release of any Guarantor pursuant to Section 8.15 hereof) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instanceinstance other than the release of such Guarantor from this Agreement by the Administrative Agent and the Collateral Agent pursuant to and to the extent set forth in Section 8.15 hereof or Section 9.14 of the Credit Agreement. When To the fullest extent permitted by applicable law, when making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, Borrower or any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Creditor upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the either Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsCreditors, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the either Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations, except as required pursuant to either Credit Agreement. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the either Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes DocumentsDocument (other than this Agreement), any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsCreditor, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Borrower, TWC, TWCE either Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsCreditor, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the either Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE either Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Creditor may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the either Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Creditor to make any such demand, to pursue such other rights or remedies or to collect any payments from the either Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the either Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Creditor against the Borrower or any Guarantor. For the purposes hereof hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Indenture Trustee or any holder of Equally and Ratably Secured Notes Obligations Noteholder upon the guarantee contained in this Section 2 Guarantee or acceptance of the guarantee contained in this Section 2Guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between the Borrower and any of the GuarantorsGuarantor, on the one hand, and the Administrative Agent, the other Secured Parties Indenture Trustee and the holders of Equally and Ratably Secured Notes ObligationsNoteholders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. The Borrower and each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. The Borrower and each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee and primary obligation and surety of payment and performance without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Notes, the Indenture, the Note Purchase Agreements or any other Loan Document, the TWC Notes Documents, the TWCE Notes DocumentsOperative Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Indenture Trustee or any holder of Equally and Ratably Secured Notes ObligationsNoteholder, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or the Guarantor against the Indenture Trustee or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsNoteholder, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such the Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE for Borrower from the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Indenture Trustee and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Noteholder may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Indenture Trustee or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Noteholder to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally Indenture Trustee and Ratably Secured Notes Obligations the Noteholders against the Borrower or any Guarantor. For This Guarantee shall remain in full force and effect and be binding in accordance with and to the purposes hereof “demand” extent of its terms upon the Guarantor and the successors and assigns thereof, and shall include inure to the commencement benefit of the Indenture Trustee, the Noteholders and continuance their respective successors, indorsees, transferees and assigns, until all the Guaranteed Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by indefeasible payment in full, notwithstanding that from time to time during the term of the Indenture and the Note Purchase Agreements the Borrower may be free from any legal proceedingsGuaranteed Obligations.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Agents and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Credit Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-set- off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in obligations of the Guarantor under this Section 2 Agreement or acceptance of the guarantee contained in this Section 2guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in obligations of the Guarantor under this Section 2Agreement; and all dealings between the Borrower and any of Borrowers or the GuarantorsGuarantor, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in obligations of the Guarantor under this Section 2Agreement. The Borrower and each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the any Borrower or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. The Borrower and each obligations of the Guarantor understands and agrees that the guarantee contained in under this Section 2 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documentsthis Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-set- off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by any Borrower against the Borrower, TWC, TWCE Agent or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE any Borrower for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Agreement, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Agent and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For The obligations of the purposes hereof “demand” Guarantor under this Agreement shall include remain in full force and effect and be binding in accordance with and to the commencement extent of its terms upon the Guarantor and continuance its successors and assigns thereof, and shall inure to the benefit of the Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. The Borrower and each (a) Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Prepayment Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Noteholder upon the guarantee contained in this Section 2 Agreement or acceptance of this Agreement; and the guarantee contained Noteholders’ decision to enter into the Second Amendment and to accept the Company’s prepayment obligations in this Section 2; respect of the Guaranteed Obligations, and any of them, Prepayment Obligations thereunder shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, made in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes Obligations, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Agreement. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Company or any other Guarantor or guarantor of the Guarantors Guaranteed Prepayment Obligations with respect to the Guaranteed Prepayment Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Agreement shall be construed construed, subject to Section 2(b) hereof, as a continuing, absolute and unconditional guarantee of payment without regard to (ai) the validity validity, regularity or enforceability of the Credit Agreement or Securities Purchase Agreement, any other Loan DocumentNote, the TWC Notes DocumentsSecond Amendment, the TWCE Notes Documents, Guaranteed Prepayment Obligations or any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsNoteholder, (bii) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance in full of all obligations under this Agreement) which may at any time be available to or be asserted by the BorrowerCompany against any Noteholder, TWC, TWCE (iii) the bankruptcy of the Company or any other Person against the Administrative AgentPerson, any other Secured Party or any holder inability for any reason of Equally and Ratably Secured Notes Obligations, the Company to pay the Guaranteed Prepayment Obligations or (civ) any other circumstance whatsoever (other than payment and performance in full of all obligations under this Agreement) (with or without notice to or knowledge of the Borrower Company, or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Company for the Guaranteed Prepayment Obligations or any other Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Agreement, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 3 or acceptance of the guarantee contained in this Section 23; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 23; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 23. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment default, notice of nonpayment, notice of dishonor and all other notices of any kind to or upon the Borrower or any of the Guarantors Guarantor with respect to the Guaranteed ObligationsBorrower Obligations and any exemption rights that either Loan Party may have. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 3 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the this Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-set off or counterclaim (other than a defense of payment or performanceperformance in full hereunder) which that may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such any Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Obligations, Borrower Obligations or of the Borrower or such any Guarantor under the guarantee contained in this Section 23, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunderGuarantor Obligations, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof hereof, “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations, Lender (b) any defense, set-off setoff or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE or any other Person Borrower against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Agent and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative AgentAgent and the Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon each Guarantor and the successors and assigns thereof, any other Secured Party or any holder and shall inure to the benefit of Equally the Administrative Agent and Ratably Secured Notes the Lenders, and their respective successors, endorses, transferees and assigns, until all the Obligations against and the obligations of each Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower or may be free from any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor waives any and ------------------------------------ all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guarantee; and all dealings between the Borrower and any of the GuarantorsGuarantor, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guarantee. The Borrower and each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. The Borrower and each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement Agreement, any Note or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations, Lender (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE or any other Person Borrower against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Agent and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative AgentAgent and the Lenders against such Guarantor. This Guarantee shall remain in full force and effect and be binding in accordance with and to the extent of its terms upon the Guarantor and its successors and assigns, any other Secured Party or any holder and shall inure to the benefit of Equally the Administrative Agent and Ratably Secured Notes the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations against and the obligations of the Guarantor under this Guarantee shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower or may be free from any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedingsObligations.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsLender, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment payment, and not of collection, without regard to (a) the validity or enforceability of the Credit Note, Security Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, Offset shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect 7 the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “"demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained in this Section 2; and all Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, Collateral Agent and the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the guarantee contained in this Section 2. The Borrower and fullest extent permitted by applicable Requirement of Law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to to, or upon upon, the Borrower or any of the Guarantors other Guarantor with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or any other Loan Guaranteed Transaction Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, Collateral Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower against the Collateral Agent or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Credit Parties for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.Signature Page

Guarantee Absolute and Unconditional. The Borrower and each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations guaranteed by the Guarantor, and notice of or proof of reliance by the Administrative Agent, any other Secured Party the Issuing Lender or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 Guaranty or acceptance of the guarantee contained in this Section 2Guaranty; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2Guaranty; and all dealings between the Borrower and Borrowers or any of the Guarantors, on the one hand, Other Guarantors and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes Obligations, on the other hand, Issuing Lender or any Lender shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2Guaranty. The Borrower and each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Borrowers or any of the Other Guarantors with respect to the Guaranteed ObligationsObligations guaranteed by the Guarantor. The Borrower and each Guarantor understands and agrees that the guarantee contained in this Section 2 Guaranty shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or Agreement, the Notes, any other Loan Credit Document, the TWC Notes DocumentsLetters of Credit, the TWCE Notes Documentsany Swap Agreements, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party the Issuing Lender or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the BorrowerBorrowers, TWC, TWCE any of the Other Guarantors or any other Person against the Administrative Agent, any other Secured Party the Issuing Lender or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Other Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrowers for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantor, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Agent and/or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrowers or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrowers or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrowers or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For This Guaranty shall remain in full force and effect and be binding in accordance with and to the purposes hereof “demand” extent of its terms upon the Guarantor and the successors and assigns thereof, and shall include inure to the commencement benefit of the Administrative Agent and continuance the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Guaranty shall have been satisfied by payment in full, either no Letters of Credit are outstanding or each outstanding Letter of Credit has been cash collateralized so that it is fully secured to the satisfaction of the Administrative Agent and the Commitments shall be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrowers may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Secured Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Secured Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; , and all dealings between the any Borrower and any of the GuarantorsGuarantor, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Borrowers or any of the Guarantors Guarantor with respect to the Guaranteed Secured Obligations. The Borrower and each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Secured Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE any Borrower or any other Person against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrowers for the Guaranteed Secured Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower Guarantor, Agent or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the BorrowerBorrowers, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Secured Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the BorrowerBorrowers, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the BorrowerBorrowers, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations of Tensar or of Luxco and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Obligations, Obligations of Tensar and any of them, Luxco shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower Tensar, Luxco and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Tensar, Luxco or any of the Guarantors with respect to the Guaranteed ObligationsObligations of Tensar or of Luxco. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance (but not of collection) without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Lease/Purchase Facilities Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Tensar or any other Person person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Tensar, Luxco or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC Tensar of its Obligations or TWCE for the Guaranteed of Luxco of its Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the BorrowerTensar, Luxco, any other Guarantor or any other Person person or against any collateral security or guarantee for the Guaranteed Obligations of Tensar or of Luxco or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the BorrowerTensar, Luxco, any other Guarantor or any other Person person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the BorrowerTensar, Luxco, any other Guarantor or any other Person person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and To the extent permitted by applicable law, each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Guaranteed Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 herein or acceptance of the guarantee contained in this Section 2herein; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2herein; and all dealings between the Borrower Company, any of the Subsidiary Borrowers and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsGuaranteed Parties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2herein. The Borrower and To the extent permitted by applicable law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower Company, any of the Subsidiary Borrowers or any of the Guarantors with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 herein shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsGuaranteed Party, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the BorrowerCompany, TWC, TWCE any Subsidiary Borrower or any other Person against the Administrative Agentany Guaranteed Party, (c) any law or regulation of any jurisdiction or any other Secured Party or event affecting any holder term of Equally and Ratably Secured Notes Obligations, the Guaranteed Obligations or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Company, any Subsidiary Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge or defense of the Borrower, TWC a surety or TWCE for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor guarantor or any other Person or against obligor on any collateral security or guarantee for obligation of the Guaranteed Obligations Company or any right Subsidiary Borrower for any of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.the

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “hereof, "demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment and performance without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performanceperformance hereunder) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instanceinstance other than the express written release of such Guarantor from this Agreement by the Administrative Agent pursuant to and to the extent set forth in Section 9.14 of the Credit Agreement. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Subsidiary Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Subsidiary Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the GuarantorsSubsidiary Borrowers, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors applicable Subsidiary Borrower with respect to the Guaranteed Subsidiary Borrower Obligations. The Borrower and each Guarantor understands and agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Subsidiary Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE any Subsidiary Borrower or any other Person against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantorany Subsidiary Borrower) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Subsidiary Borrowers for the Guaranteed Subsidiary Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any GuarantorBorrower, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Subsidiary Borrowers or any other Person or against any collateral security or guarantee for the Guaranteed Subsidiary Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Subsidiary Borrower, or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Subsidiary Borrower or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor the Borrower of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any GuarantorBorrower. For the purposes hereof “hereof, "demand” " shall include the commencement and continuance of any legal proceedings.

Guarantee Absolute and Unconditional. The Borrower and each Guarantor waives any ------------------------------------ and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in obligations of the Guarantor under this Section 2 Agreement or acceptance of the guarantee contained in this Section 2guarantee; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in obligations of the Guarantor under this Section 2Agreement; and all dealings between the Borrower and any of Borrowers or the GuarantorsGuarantor, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other handother, shall likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in obligations of the Guarantor under this Section 2Agreement. The Borrower and each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the any Borrower or any of the Guarantors Guarantor with respect to the Guaranteed Obligations. The Borrower and each obligations of the Guarantor understands and agrees that the guarantee contained in under this Section 2 10 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documentsthis Agreement, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE or any other Person Borrower against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower Borrowers or such the Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE any Borrower for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Agreement, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Agent and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, Lender to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or of any such collateral security, guarantee or right of offset, shall not relieve any the Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For The obligations of the purposes hereof “demand” Guarantor under this Agreement shall include remain in full force and effect and be binding in accordance with and to the commencement extent of its terms upon the Guarantor and continuance its successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the Lenders, and their respective successors, indorsees, transferees and assigns, until all the Obligations and the obligations of the Guarantor under this Agreement shall have been satisfied by payment in full and the Commitments shall be terminated, notwithstanding that from time to time during the term of this Agreement the Borrowers may be free from any legal proceedingsObligations.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained in this Section 2; and all Guarantee. All dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, Agent and the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the guarantee contained in this Section 2. The Borrower and fullest extent permitted by applicable Requirement of Law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to to, or upon upon, the Borrower or any of the Guarantors other Guarantor with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity validity, regularity or enforceability of the Credit Agreement or any other Loan Credit Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower against the Administrative Agent or any other Person against the Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Credit Parties for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instanceinstance (other than a defense of payment or performance). When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Agent and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any Agent and the other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Parties against the Borrower or any such Guarantor. For Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the purposes hereof “demand” Credit Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall include remain in full force and effect and be binding in accordance with and to the commencement extent of its terms upon each Guarantor and continuance the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorses, transferees and assigns, until Facility Termination, notwithstanding that from time to time any legal proceedingsCredit Documents may be free from any Obligations. A Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Guarantor shall be automatically released under the circumstances described in Section 13.17 of the Credit Agreement.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, contraction, incurrence, renewal, extension extension, amendment, waiver or accrual of any of the Guaranteed Obligations and notice of or proof of reliance by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee contained in this Section 2 Guarantee or acceptance of this Guarantee, the guarantee contained in this Section 2; the Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended amended, waived or waivedaccrued, in reliance upon the guarantee contained in this Section 2; and all Guarantee. All dealings between the Borrower and any of the Subsidiary Guarantors, on the one hand, and the Administrative Agent, Agent and the other Secured Parties and the holders of Equally and Ratably Secured Notes ObligationsParties, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon this Guarantee. To the guarantee contained in this Section 2. The Borrower and fullest extent permitted by applicable Requirement of Law, each Guarantor waives diligence, presentment, protest, demand for payment and notice of default or nonpayment to to, or upon upon, the Borrower or any of the Guarantors other Guarantor with respect to the Guaranteed Obligations. The Borrower and each Each Guarantor understands and agrees that the guarantee contained in this Section 2 Guarantee shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to, and each Guarantor waives to the fullest extent permitted by applicable law, any and all defenses that it might otherwise have with respect to or as a result of, (a) the validity validity, regularity or enforceability of the Credit Agreement or any other Loan Guaranteed Transaction Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes ObligationsParty, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower against the Administrative Agent or any other Person against the Administrative AgentSecured Party, (c) release or non-perfection of any other Secured Party Lien or any holder of Equally and Ratably Secured Notes ObligationsCollateral, or (cd) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such other Guarantor) which that constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Credit Parties for the Guaranteed Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2Guarantee, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, Agent and any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Borrower or any other Person or against any collateral security or guarantee for the Guaranteed Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, Agent or any other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Borrower or any such other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Borrower or any such other Person or any such collateral security, guarantee or right of offset, shall not relieve any such Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any Agent and the other Secured Party or any holder of Equally and Ratably Secured Notes Obligations Parties against the Borrower or any such Guarantor. For Each Guarantor acknowledges that it will receive substantial direct and indirect benefits from financing arrangements contemplated by the purposes hereof “demand” Guaranteed Transaction Documents and the waivers set forth herein are knowingly made in contemplation of such benefits. This Guarantee shall include remain in full force and effect and be binding in accordance with and to the commencement extent of its terms upon each Guarantor and continuance the successors and assigns thereof, and shall inure to the benefit of the Administrative Agent and the other Secured Parties, and their respective successors, indorses, transferees and assigns, until the Termination Date, notwithstanding that from time to time any legal proceedingsGuaranteed Transaction Documents may be free from any Obligations. A Subsidiary Guarantor shall automatically be released from its obligations hereunder and the Guarantee of such Subsidiary Guarantor shall be automatically released under the circumstances described in Section 13.17 of the Credit Agreement.

Guarantee Absolute and Unconditional. The Borrower and each Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed Borrower Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender upon the guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Guaranteed Borrower Obligations, and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on the one hand, and the Administrative Agent, the other Secured Parties Agent and the holders of Equally and Ratably Secured Notes ObligationsLenders, on the other hand, likewise shall be conclusively presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. The Borrower and each Each Guarantor waives diligence, presentment, protest, demand for payment of the Borrower Obligations and notice of default or nonpayment to or upon the Borrower or any of the Guarantors with respect to the Guaranteed Borrower Obligations. The Borrower and each Each Guarantor understands and agrees to the fullest extent permitted by applicable law that the guarantee contained in this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the validity or enforceability of the Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes Documents, any of the Guaranteed Borrower Obligations or any other collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, (b) any defense, set-off or counterclaim (other than a defense of payment or performance) which may at any time be available to or be asserted by the Borrower, TWC, TWCE Borrower or any other Person against the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes ObligationsLender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower, TWC or TWCE Borrower for the Guaranteed Borrower Obligations, or of the Borrower or such Guarantor under the guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower or any Guarantor, the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender may, but shall be under no obligation to, make a similar demand on or otherwise pursue such rights and remedies as it may have against the Borrower, any other Guarantor Guarantor, DDi Corp. or any other Person or against any collateral security or guarantee for the Guaranteed Borrower Obligations or any right of offset with respect thereto, and any failure by the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender to make any such demand, to pursue such other rights or remedies or to collect any payments from the Borrower, any other Guarantor Guarantor, DDi Corp. or any other Person or to realize upon any such collateral security or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor Guarantor, DDi Corp., as “Guarantor” under the DDi Corp. Guarantee and Collateral Agreement, or any other Person or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of the Administrative Agent, any other Secured Party Agent or any holder of Equally and Ratably Secured Notes Obligations Lender against the Borrower or any Guarantor. For the purposes hereof “demand” shall include the commencement and continuance of any legal proceedings.