Exhibit 10.2


 


Execution Verison


 


 


AMENDMENT NO. 1, dated
as of October 24, 2019 (this “Amendment”), to the Amended and Restated Credit Agreement, dated as of March 18,
1999 and amended and restated on April 26, 2019 (the “Credit Agreement”), by and among CHARTER COMMUNICATIONS
OPERATING, LLC, a Delaware limited liability company (“Borrower”), CCO HOLDINGS, LLC, a Delaware limited liability
company (“Holdings”), the LENDERS party thereto and BANK OF AMERICA, N.A., as administrative agent (the “Administrative
Agent”). Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement,
as amended by this Amendment, as the context requires.


 


WHEREAS, the Borrower
wishes to convert all or a portion of its Term A-2 Loans and Term A-3 Loans to Term A-4 Loans, convert all or a portion of its
Term B Loans to Term B-1 Loans or Term B-2 Loans, borrow additional amounts of Term B-1 Loans and Term B-2 Loans, amend the terms
of the Revolving B Commitments to extend the maturity and reduce the pricing terms thereof and make certain other amendments to
the Credit Agreement;


 


WHEREAS, the Required
Lenders, each Issuing Lender, the Swingline Lender, and the Administrative Agent have agreed to the amendments contemplated above;
and


 


WHEREAS, each Lender listed
on Schedule I hereto has agreed to provide a Term B-1 Commitment and/or a Term B-2 Commitment, as applicable, in the respective
amounts set forth opposite such Lender’s name on Schedule I;


 


WHEREAS, each Lender with
an outstanding Term A-2 Loan, Term A-3 Loan or Term B Loan that has so indicated on its counterpart to this Amendment has agreed
to convert such Term A-2 Loan, Term A-3 Loan or Term B Loan, as applicable, to a Term A-4 Loan, Term B-1 Loan and/or Term B-2 Loan
on the Amendment No. 1 Effective Date;


 


WHEREAS, after giving
effect to the amendment to the Revolving B Commitments, the making of new Term B-1 Loans and Term B-2 Loans, the Converted Term
A Loans and the Converted Term B Loans on the Amendment No. 1 Effective Date, the aggregate principal amount of Term A-2 Loans
outstanding shall be $207,747,585.61, the aggregate principal amount of Term A-4 Loans outstanding shall be $4,049,143,721.58,
the aggregate principal amount of Term B-1 Loans outstanding shall be $2,425,285,321.16, the aggregate principal amount of Term
B-2 Loans outstanding shall be $3,813,589,678.85, the aggregate amount of Revolving B Commitments shall be $4,501,500,000 and the
aggregate amount of Revolving A Commitments shall be $248,500,000.


 


NOW, THEREFORE, in consideration
of the promises and mutual agreements herein contained, the Borrower, Holdings, the Lenders, Issuing Lenders and Swingline Lender
party hereto and the Administrative Agent hereby agree as follows:


 


SECTION 1. Amendment
of the Credit Agreement. The Credit Agreement is, effective as of the Amendment No. 1 Effective Date, hereby amended to delete
the stricken text (indicated textually in the same manner as the following example:  stricken
text) and to add the double-underlined text (indicated textually in the same manner as the following example:
double-underlined text) as set forth in the pages of the Credit Agreement
attached as Exhibit A hereto. Additionally, on the Amendment No. 1 Effective Date, the Revolving Commitments, Term B-1
Commitment and Term B-2 Commitment of each Lender shall be as set forth on Schedule I hereto.


 



     


     


     


SECTION
2. Effectiveness. This Amendment shall become effective on the date (such date and time of effectiveness, the “Amendment
No. 1 Effective Date”) that each of the conditions precedent set forth below shall have been satisfied:


 


(a)              
The Administrative Agent shall have received executed counterparts hereof from each of the Loan Parties, Lenders constituting
the Required Lenders, each Lender listed on Schedule I hereto as having a Revolving B Commitment, a Term B-1 Commitment and/or
a Term B-2 Commitment, as applicable, each Issuing Lender and the Swingline Lender;


 


(b)              
On the Amendment No. 1 Effective Date, the Administrative Agent shall have received the legal opinion of Kirkland &
Ellis LLP, counsel to the Loan Parties, which opinion shall be in form and substance reasonably satisfactory to the Administrative
Agent;


 


(c)              
The Administrative Agent shall have received completed Notices of Borrowing for the Term A-4 Loans, the Term B-1 Loans and
the Term B-2 Loans;


 


(d)              
The Administrative Agent shall have received from a Responsible Officer of the Borrower a certificate in form and substance
reasonably satisfactory to the Administrative Agent certifying that the Borrower and its Subsidiaries, on a consolidated basis
after giving effect to this Amendment and the payment of all fees and expenses in connection therewith, are Solvent;


 


(e)              
The Administrative Agent shall have received from the Borrower upfront fees for the account of each Lender equal to the
sum of (i) 0.03% of the amount of such Lender’s Revolving B Commitment on the Amendment No. 1 Effective Date plus (ii) 0.07%
of its Converted Term A Loan on the Amendment No. 1 Effective Date resulting from the conversion of its Term A-2 Loan to a Term
A-4 Loan in connection with Amendment No. 1 plus (iii) 0.03% of its Converted Term A Loan on the Amendment No. 1 Effective Date
resulting from the conversion of its Term A-3 Loan to a Term A-4 Loan in connection with Amendment No. 1 plus (iv) 0.25% of such
Lender’s Term B-2 Commitment and, to the extent converted into a Term B-2 Loan, its Converted Term B Loan, in each case,
on the Amendment No. 1 Effective Date;


 


(f)               
The Borrower shall have paid, or concurrently herewith shall pay to the Administrative Agent for the benefit of the applicable
Lenders all accrued (i) commitment fees pursuant to Section 2.6(a) of the Credit Agrement, (ii) Letter of Credit fees pursuant
to the first sentence of Section 3.3(a) of the Credit Agreement and (iii) all accrued interest on the Revolving Loans, Term A-2
Loans, Term A-3 Loans and Term B Loans, in each case, to but excluding the Amendment No. 1 Effective Date; and


 


(g)              
The Borrower shall have paid, or concurrently herewith shall pay to the Administrative Agent for the benefit of the applicable
Agents, to the extent invoiced, the reasonable documented out-of-pocket expenses of such Agents in connection with this Agreement.


 



    	 	-2-	 



     


     


SECTION 3. Representations
and Warranties. In order to induce the Lenders and the Administrative Agent to enter into this Amendment, the Borrower represents
and warrants to each of the Lenders and the Administrative Agent that, after giving effect to this Amendment, and both before and
after giving effect to the transactions contemplated by this Amendment:


 


(a)            
    no Default or Event of Default has occurred and is continuing; and


 


(b)            
   each of the representations and warranties made by each of the Loan Parties in or pursuant to the Loan Documents is
true and correct in all material respects on and as of the date hereof as if made on the date hereof (or, if any such representation
or warranty is expressly stated to have been made as of a specific date, in all material respects as of such specific date) and
in each case without duplication of any materiality qualifier therein.


 


SECTION 4. Reference
to and Effect on the Loan Documents. On and after the Amendment No. 1 Effective Date, each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit
Agreement and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement,” “thereunder,”
 “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement,
as amended by this Amendment. The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment,
are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. On and after the effectiveness
of this Amendment, this Amendment shall for all purposes constitute a Loan Document. The execution, delivery and effectiveness
of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender
or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Each of the
Loan Parties hereby consents to the Amendment and reaffirms its obligations under the Loan Documents to which it is party and its
prior grant and the validity, enforceability and perfection of the Liens granted by it pursuant to the Loan Documents with all
such Liens continuing in full force and effect after giving effect to the Amendment. This Amendment shall not constitute a novation
of the Credit Agreement or any other Loan Document.


 


SECTION 5. Applicable
Law; Waiver of Jury Trial.


 


(A)            
THIS AMENDMENT SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF THE STATE OF NEW YORK.


 


(B)             
EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING
TO THIS AMENDMENT AND FOR ANY COUNTERCLAIM HEREIN.


 


SECTION 6. Headings.
The Section headings used herein are for convenience of reference only, are not part of this Amendment and are not to affect the
construction of, or to be taken into consideration in interpreting, this Amendment.


 



    	 	-3-	 



     


     


SECTION 7. Counterparts.
This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of
which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute a
single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic
transmission shall be effective as delivery of an original executed counterpart hereof.


 


[Signature pages to
follow]


 



    	 	-4-	 



     


     


IN WITNESS WHEREOF, the
parties hereto have caused this Amendment to be duly executed by their respective authorized officers as of the day and year first
written above.


 


	 	CHARTER COMMUNICATIONS OPERATING, LLC, as Borrower
	 	 
	 	 
	 	By:	/s/ Jessica Fischer
	 	 	Name: Jessica Fischer
	 	 	Title: Senior Vice President - Finance and Corporate Treasurer
	 	 	 
	 	 	 
	 	CCO HOLDINGS, LLC, as Holdings
	 	 
	 	 
	 	By:	/s/ Jessica Fischer
	 	 	Name: Jessica Fischer
	 	 	Title: Senior Vice President - Finance and Corporate Treasurer
	 	 	 
	 	 	 
	 	THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE A HERETO
	 	 
	 	 
	 	By:	/s/ Jessica Fischer
	 	 	Name: Jessica Fischer
	 	 	Title: Senior Vice President - Finance and Corporate Treasurer


 


[Amendment No. 1 to Charter Communications
Credit Agreement]


 



     

     


     


	 	BANK OF AMERICA, N.A, as Administrative Agent
	 	 
	 	 
	 	By:	/s/ Don B. Pinzon
	 	 	Name:  Don B. Pinzon
	 	 	Title: Vice President
	 	 	 
	 	 	 
	 	BANK OF AMERICA, N.A, as Swingline Lender and an Issuing Lender
	 	 
	 	 
	 	By:	/s/ Eric Ridgway
	 	 	Name:  Eric Ridgway
	 	 	Title: Director
	 	 	 
	 	 	 
	 	JPMORGAN CHASE BANK, N.A, as an Issuing Lender
	 	 
	 	 
	 	By:	/s/ Inderjeet Singh Aneja
	 	 	Name: Inderjeet Singh Aneja
	 	 	Title: Vice President


 


[Amendment No. 1 to Charter Communications
Credit Agreement]


 



     

     


     


[Lender’s Signature Pages on
file with Charter]


 


[Amendment No. 1 to Charter Communications
Credit Agreement]


 



     

     


     


Schedule A


 


Subsidiary Guarantors


 


 


	1.	Charter Communications Operating, LLC
	2.	CCO Holdings, LLC
	3.	Bresnan Broadband Holdings, LLC
	4.	Bresnan Broadband of Colorado, LLC
	5.	Bresnan Broadband of Montana, LLC
	6.	Bresnan Broadband of Utah, LLC
	7.	Bresnan Broadband of Wyoming, LLC
	8.	Bresnan Digital Services, LLC
	9.	Bresnan Microwave of Montana, LLC
	10.	Bright House Networks Information Services (Alabama), LLC
	11.	Bright House Networks Information Services (California), LLC
	12.	Bright House Networks Information Services (Florida), LLC
	13.	Bright House Networks Information Services (Indiana), LLC
	14.	Bright House Networks Information Services (Michigan), LLC
	15.	Bright House Networks, LLC
	16.	CC Fiberlink, LLC
	17.	CC Systems, LLC
	18.	CC VI Fiberlink, LLC
	19.	CC VII Fiberlink, LLC
	20.	CCO Fiberlink, LLC
	21.	CCO NR Holdings, LLC
	22.	CCO Transfers, LLC
	23.	Charter Advanced Services (MN), LLC
	24.	Charter Advanced Services (MO), LLC
	25.	Charter Advanced Services VIII (MN), LLC
	26.	Charter Communications Entertainment I, LLC
	27.	Charter Communications, LLC
	28.	Charter Communications Operating Capital Corp.
	29.	Charter Communications VI, L.L.C.
	30.	Charter Communications VII, LLC
	31.	Charter Distribution, LLC
	32.	Charter Fiberlink – Alabama, LLC
	33.	Charter Fiberlink – Georgia, LLC
	34.	Charter Fiberlink – Illinois, LLC
	35.	Charter Fiberlink – Maryland II, LLC
	36.	Charter Fiberlink – Michigan, LLC
	37.	Charter Fiberlink – Missouri, LLC


 



     

     


     


	38.	Charter Fiberlink – Nebraska, LLC
	39.	Charter Fiberlink – Tennessee, LLC
	40.	Charter Fiberlink CA-CCO, LLC
	41.	Charter Fiberlink CC VIII, LLC
	42.	Charter Fiberlink CCO, LLC
	43.	Charter Fiberlink CT-CCO, LLC
	44.	Charter Fiberlink LA-CCO, LLC
	45.	Charter Fiberlink MA-CCO, LLC
	46.	Charter Fiberlink MS-CCVI, LLC
	47.	Charter Fiberlink NC-CCO, LLC
	48.	Charter Fiberlink NH-CCO, LLC
	49.	Charter Fiberlink NV-CCVII, LLC
	50.	Charter Fiberlink NY-CCO, LLC
	51.	Charter Fiberlink OR-CCVII, LLC
	52.	Charter Fiberlink SC-CCO, LLC
	53.	Charter Fiberlink TX-CCO, LLC
	54.	Charter Fiberlink VA-CCO, LLC
	55.	Charter Fiberlink VT-CCO, LLC
	56.	Charter Fiberlink WA-CCVII, LLC
	57.	Charter Helicon, LLC
	58.	Charter Leasing Holding Company, LLC
	59.	Charter Procurement Leasing, LLC
	60.	DukeNet Communications, LLC
	61.	Falcon Cable Communications, LLC
	62.	Helicon Partners I, L.P.
	63.	Marcus Cable Associates, L.L.C.
	64.	Spectrum Advanced Services, LLC
	65.	Spectrum Gulf Coast, LLC
	66.	Spectrum Mid-America, LLC
	67.	Spectrum Mobile Equipment, LLC
	68.	Spectrum Mobile, LLC
	69.	Spectrum New York Metro, LLC
	70.	Spectrum Northeast, LLC
	71.	Spectrum NLP, LLC
	72.	Spectrum Oceanic, LLC
	73.	Spectrum Originals Development, LLC
	74.	Spectrum Originals, LLC
	75.	Spectrum Pacific West, LLC
	76.	Spectrum Reach, LLC
	77.	Spectrum RSN, LLC
	78.	Spectrum Security, LLC


 



     

     


     


	79.	Spectrum Southeast, LLC
	80.	Spectrum TV Essentials, LLC
	81.	Spectrum Wireless Holdings, LLC
	82.	TC Technology LLC
	83.	The Helicon Group, L.P.
	84.	Time Warner Cable Business LLC
	85.	Time Warner Cable Enterprises LLC
	86.	Time Warner Cable Information Services (Alabama), LLC
	87.	Time Warner Cable Information Services (Arizona), LLC
	88.	Time Warner Cable Information Services (California), LLC
	89.	Time Warner Cable Information Services (Colorado), LLC
	90.	Time Warner Cable Information Services (Hawaii), LLC
	91.	Time Warner Cable Information Services (Idaho), LLC
	92.	Time Warner Cable Information Services (Illinois), LLC
	93.	Time Warner Cable Information Services (Indiana), LLC
	94.	Time Warner Cable Information Services (Kansas), LLC
	95.	Time Warner Cable Information Services (Kentucky), LLC
	96.	Time Warner Cable Information Services (Maine), LLC
	97.	Time Warner Cable Information Services (Massachusetts), LLC
	98.	Time Warner Cable Information Services (Michigan), LLC
	99.	Time Warner Cable Information Services (Missouri), LLC
	100.	Time Warner Cable Information Services (Nebraska), LLC
	101.	Time Warner Cable Information Services (New Hampshire), LLC
	102.	Time Warner Cable Information Services (New Jersey), LLC
	103.	Time Warner Cable Information Services (New Mexico), LLC
	104.	Time Warner Cable Information Services (New York), LLC
	105.	Time Warner Cable Information Services (North Carolina), LLC
	106.	Time Warner Cable Information Services (Ohio), LLC
	107.	Time Warner Cable Information Services (Pennsylvania), LLC
	108.	Time Warner Cable Information Services (South Carolina), LLC
	109.	Time Warner Cable Information Services (Tennessee), LLC
	110.	Time Warner Cable Information Services (Texas), LLC
	111.	Time Warner Cable Information Services (Virginia), LLC
	112.	Time Warner Cable Information Services (Washington), LLC
	113.	Time Warner Cable Information Services (West Virginia), LLC
	114.	Time Warner Cable Information Services (Wisconsin), LLC
	115.	Time Warner Cable, LLC
	116.	TWC Administration LLC
	117.	TWC Communications, LLC
	118.	TWC Media Blocker LLC
	119.	TWC SEE Holdco LLC
	120.	TWC Wireless LLC
	121.	TWC/Charter Los Angeles Cable Advertising, LLC
	122.	TWCIS Holdco LLC


 



     

     


     


EXHIBIT A


 


Deal CUSIP: 16117LBP3


Revolving A Commitments CUSIP: 16117LBQ1


Revolving B Commitments CUSIP: 16117LBT5


Term A-2 Loan CUSIP: 16117LBR9


Term A-4 Loan CUSIP: 16117LBV0


Term B-1 Loan CUSIP: 16117LBW8


Term B-2 Loan CUSIP: 16117LBX6




 




 


AMENDED AND RESTATED CREDIT AGREEMENT



CHARTER COMMUNICATIONS OPERATING, LLC,

as Borrower,



CCO HOLDINGS, LLC,



BANK OF AMERICA, N.A.,

as Administrative Agent,






Bank
of america, n.a., CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (usa) LLC,

 DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS
BANK USA, JPMORGAN CHASE BANK, N.A., 

MIZUHO BANK, LTD., MUFG BANK, LTD., RBC CAPITAL MARKETS, TD SECURITIES (USA) LLC and


WELLS
FARGO SECURITIES, LLC,


as Syndication Agents and Documentation
Agents for Amendment No. 1,


 


BANK OF AMERICA, N.A., CITIGROUP GLOBAL
MARKETS INC., CREDIT SUISSE SECURITIES (USA) LLC,

 DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK, N.A.,


MIZUHO BANK, LTD., MUFG BANK, LTD., RBC CAPITAL MARKETS, TD SECURITIES (USA) LLC and


WELLS FARGO SECURITIES, LLC,


as Joint Lead Arrangers and Joint Bookrunners
for Amendment No. 1,


 


Dated as of March 18, 1999,


as Amended and Restated as of April 26,
2019 and


as amended by Amendment No. 1 on October
24, 2019




 


 






     


     


    

 


TABLE OF CONTENTS


 




	 	Page	 







 


	 	SECTION 1	 	 	DEFINITIONS	 	 	1	 
	 	1.1.	 	 	Defined Terms	 	 	1	 
	 	1.2.	 	 	Other Definitional Provisions; Pro Forma Calculations	 	 	36	 
	 	1.3.	 	 	Divisions	 	 	38	 
	 	 	 	 	 	 	 	 	 
	 	SECTION 2	 	 	AMOUNT AND TERMS OF COMMITMENTS	 	 	38	 
	 	2.1.	 	 	Loans and Commitments	 	 	38	 
	 	2.2.	 	 	Procedure for Borrowing	 	 	44	 
	 	2.3.	 	 	Repayment of Loans	 	 	44	 
	 	2.4.	 	 	Swingline Commitment	 	 	47	 
	 	2.5.	 	 	Procedure for Swingline Borrowing; Refunding of Swingline Loans	 	 	47	 
	 	2.6.	 	 	Fees, Etc.	 	 	48	 
	 	2.7.	 	 	Termination or Reduction of Commitments	 	 	49	 
	 	2.8.	 	 	Optional Prepayments	 	 	49	 
	 	2.9.	 	 	Mandatory Prepayments	 	 	51	 
	 	2.10.	 	 	Conversion and Continuation Options	 	 	52	 
	 	2.11.	 	 	Limitations on Eurodollar Tranches	 	 	52	 
	 	2.12.	 	 	Interest Rates and Payment Dates	 	 	52	 
	 	2.13.	 	 	Computation of Interest and Fees	 	 	53	 
	 	2.14.	 	 	Inability to Determine Interest Rate	 	 	53	 
	 	2.15.	 	 	Pro Rata Treatment and Payments	 	 	55	 
	 	2.16.	 	 	Requirements of Law	 	 	56	 
	 	2.17.	 	 	Taxes	 	 	57	 
	 	2.18.	 	 	Indemnity	 	 	59	 
	 	2.19.	 	 	Change of Lending Office	 	 	60	 
	 	2.20.	 	 	Replacement of Lenders	 	 	60	 
	 	2.21.	 	 	Defaulting Lenders	 	 	61	 
	 	2.22.	 	 	Obligations of Lenders Several	 	 	63	 
	 	2.23.	 	 	Permitted Debt Exchanges	 	 	63	 
	 	 	 	 	 	 	 	 	 
	 	SECTION 3	 	 	LETTERS OF CREDIT	 	 	66	 
	 	3.1.	 	 	L/C Commitment	 	 	66	 
	 	3.2.	 	 	Procedure for Issuance of Letter of Credit	 	 	67	 
	 	3.3.	 	 	Fees and Other Charges	 	 	67	 
	 	3.4.	 	 	L/C Participations	 	 	67	 
	 	3.5.	 	 	Reimbursement Obligation of the Borrower	 	 	68	 
	 	3.6.	 	 	Obligations Absolute	 	 	69	 
	 	3.7.	 	 	Letter of Credit Payments	 	 	69	 
	 	3.8.	 	 	Cash Collateral	 	 	69	 
	 	3.9.	 	 	Applications	 	 	70	 
	 	3.10.	 	 	Applicability of ISP and UCP	 	 	70	 
	 	 	 	 	 	 	 	 	 
	 	SECTION 4	 	 	REPRESENTATIONS AND WARRANTIES	 	 	71	 
	 	4.1.	 	 	Financial Condition	 	 	71	 
	 	4.2.	 	 	No Change	 	 	71	 
	 	4.3.	 	 	Existence; Compliance with Law	 	 	71	 





 






    -i-


     


    

 


	 	4.4.	 	 	Power; Authorization; Enforceable Obligations	 	 	71	 
	 	4.5.	 	 	No Legal Bar	 	 	72	 
	 	4.6.	 	 	Litigation	 	 	72	 
	 	4.7.	 	 	No Default	 	 	72	 
	 	4.8.	 	 	Ownership of Property; Liens	 	 	72	 
	 	4.9.	 	 	Intellectual Property	 	 	72	 
	 	4.10.	 	 	Taxes	 	 	72	 
	 	4.11.	 	 	Federal Regulations	 	 	72	 
	 	4.12.	 	 	Labor Matters	 	 	73	 
	 	4.13.	 	 	ERISA	 	 	73	 
	 	4.14.	 	 	Investment Company Act	 	 	73	 
	 	4.15.	 	 	Subsidiaries	 	 	73	 
	 	4.16.	 	 	Use of Proceeds	 	 	73	 
	 	4.17.	 	 	Environmental Matters	 	 	73	 
	 	4.18.	 	 	Certain Cable Television Matters	 	 	74	 
	 	4.19.	 	 	Accuracy of Information, Etc.	 	 	75	 
	 	4.20.	 	 	Security Interests	 	 	75	 
	 	4.21.	 	 	Solvency	 	 	75	 
	 	 	 	 	 	 	 	 	 
	 	SECTION 5	 	 	CONDITIONS PRECEDENT	 	 	76	 
	 	5.1.	 	 	Conditions to Restatement Effective Date	 	 	76	 
	 	5.2.	 	 	Conditions to Each Extension of Credit	 	 	76	 
	 	 	 	 	 	 	 	 	 
	 	SECTION 6	 	 	AFFIRMATIVE COVENANTS	 	 	76	 
	 	6.1.	 	 	Financial Statements	 	 	76	 
	 	6.2.	 	 	Certificates; Other Information	 	 	78	 
	 	6.3.	 	 	Payment of Obligations	 	 	78	 
	 	6.4.	 	 	Maintenance of Existence; Compliance	 	 	78	 
	 	6.5.	 	 	Maintenance of Property; Insurance	 	 	79	 
	 	6.6.	 	 	Inspection of Property; Books and Records; Discussions	 	 	79	 
	 	6.7.	 	 	Notices	 	 	79	 
	 	6.8.	 	 	Environmental Laws	 	 	80	 
	 	6.9.	 	 	Additional Collateral	 	 	80	 
	 	6.10.	 	 	Regulated Subsidiaries	 	 	81	 
	 	 	 	 	 	 	 	 	 
	 	SECTION 7	 	 	NEGATIVE COVENANTS	 	 	81	 
	 	7.1.	 	 	Financial Condition Covenants	 	 	81	 
	 	7.2.	 	 	Indebtedness	 	 	81	 
	 	7.3.	 	 	Liens	 	 	83	 
	 	7.4.	 	 	Fundamental Changes	 	 	85	 
	 	7.5.	 	 	Disposition of Property	 	 	85	 
	 	7.6.	 	 	Restricted Payments	 	 	87	 
	 	7.7.	 	 	Investments	 	 	89	 
	 	7.8.	 	 	Certain Payments and Modifications Relating to
    Indebtedness and Management Fees	 	 	92	 
	 	7.9.	 	 	Transactions with Affiliates	 	 	93	 
	 	7.10.	 	 	Sales and Leasebacks	 	 	93	 
	 	7.11.	 	 	[Reserved]	 	 	93	 
	 	7.12.	 	 	Negative Pledge Clauses	 	 	93	 
	 	7.13.	 	 	Clauses Restricting Subsidiary Distributions	 	 	94	 



 






    -ii-


     


    

 


	 	7.14.	 	 	Lines of Business	 	 	94	 
	 	7.15.	 	 	Investments in the Borrower	 	 	95	 
	 	 	 	 	 	 	 	 	 
	 	SECTION 8	 	 	EVENTS OF DEFAULT	 	 	95	 
	 	8.1.	 	 	Events of Default	 	 	95	 
	 	8.2.	 	 	Application of Funds	 	 	99	 
	 	 	 	 	 	 	 	 	 
	 	SECTION 9	 	 	THE AGENTS	 	 	100	 
	 	9.1.	 	 	Appointment	 	 	100	 
	 	9.2.	 	 	Delegation of Duties	 	 	100	 
	 	9.3.	 	 	Exculpatory Provisions	 	 	100	 
	 	9.4.	 	 	Reliance by Administrative Agent	 	 	101	 
	 	9.5.	 	 	Notice of Default	 	 	101	 
	 	9.6.	 	 	Certain Representations and Agreements by Lenders	 	 	102	 
	 	9.7.	 	 	Indemnification	 	 	103	 
	 	9.8.	 	 	Agent in Its Individual Capacity	 	 	103	 
	 	9.9.	 	 	Successor Administrative Agent	 	 	104	 
	 	9.10.	 	 	Agents	 	 	104	 
	 	9.11.	 	 	Collateral and Guaranty Matters	 	 	104	 
	 	9.12.	 	 	Specified Cash Management Agreements and Specified Hedge Agreements	 	 	105	 
	 	 	 	 	 	 	 	 	 
	 	SECTION 10	 	 	MISCELLANEOUS	 	 	105	 
	 	10.1.	 	 	Amendments and Waivers	 	 	105	 
	 	10.2.	 	 	Notices	 	 	106	 
	 	10.3.	 	 	No Waiver; Cumulative Remedies	 	 	108	 
	 	10.4.	 	 	Survival of Representations and Warranties	 	 	108	 
	 	10.5.	 	 	Payment of Expenses and Taxes	 	 	108	 
	 	10.6.	 	 	Successors and Assigns; Participations and Assignments	 	 	109	 
	 	10.7.	 	 	Adjustments; Setoff	 	 	113	 
	 	10.8.	 	 	Counterparts	 	 	114	 
	 	10.9.	 	 	Severability	 	 	114	 
	 	10.10.	 	 	Integration	 	 	114	 
	 	10.11.	 	 	Governing Law	 	 	114	 
	 	10.12.	 	 	Submission to Jurisdiction; Waivers	 	 	114	 
	 	10.13.	 	 	Acknowledgments	 	 	115	 
	 	10.14.	 	 	Release of Guarantees and Liens	 	 	115	 
	 	10.15.	 	 	Confidentiality	 	 	116	 
	 	10.16.	 	 	WAIVERS OF JURY TRIAL	 	 	117	 
	 	10.17.	 	 	Electronic Execution of Assignments and Certain Other Documents	 	 	117	 
	 	10.18.	 	 	USA Patriot Act	 	 	117	 
	 	10.19.	 	 	EU Bail-In Provisions	 	 	117	 
	 	10.20.	 	 	Intercreditor Agreements	 	 	118	 
	 	10.21.	 	 	Acknowledgement Regarding Any Supported QFCs	 	 	118	 





 






    -iii-


     


    

 





	SCHEDULES:	 	 	 
	 	 	 	 
	4.15	 	 	Subsidiaries
	4.20(a)		 	UCC Filing Jurisdictions
	10.2	 	 	Notices for Administrative Agent, Swingline Lender and Issuing Lenders



 


	EXHIBITS:	 	 	 
	 	 	 	 
	A	 	 	Form of Assignment and Assumption
	B	 	 	Form of Compliance Certificate
	C	 	 	Form of United States Tax Compliance Certificate
	D	 	 	Form of Specified Subordinated Note
	E	 	 	Form of Notice of Borrowing
	F	 	 	Form of Release





 






    -iv-


     


    

  



 


AMENDED AND RESTATED CREDIT AGREEMENT, dated
as of March 18, 1999, as amended and restated as of April 26, 2019 and as amended by Amendment No. 1 as of October 24, 2019,
among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company (the “Borrower”), CCO HOLDINGS,
LLC, a Delaware limited liability company (“Holdings”), the several banks and other financial institutions or
entities from time to time parties to this Agreement (the “Lenders”) and BANK OF AMERICA, N.A., as Administrative
Agent (in such capacity, together with any successor, the “Administrative Agent”).


 


W I T N E S S E T H :


 


WHEREAS, the Borrower and Holdings are parties
to that certain Amended and Restated Credit Agreement, dated as of March 18, 1999, as amended and restated as of December 21, 2017
and as amended by Amendment No. 1, dated as of January 24, 2019, with the Administrative Agent, the issuing lenders party thereto
and the lenders party thereto (the “Existing Credit Agreement”), and


 


WHEREAS, the parties hereto have agreed
to amend and restate the Existing Credit Agreement as provided in this Agreement, which Agreement shall become effective upon the
satisfaction of the conditions precedent set forth in the Restatement Agreement; and


 


WHEREAS, it is the intent of the parties
hereto that this Agreement not constitute a novation of the obligations and liabilities existing under the Existing Credit Agreement
or evidence repayment of any of such obligations and liabilities and that this Agreement amend and restate in its entirety the
Existing Credit Agreement and re-evidence the obligations of the Borrower outstanding thereunder;


 


NOW, THEREFORE, in consideration of the
above premises, the parties hereto hereby agree that on the Restatement Effective Date (as defined below), the Existing Credit
Agreement shall be amended and restated in its entirety as follows:


 


SECTION 1           
DEFINITIONS


 


1.1.            
Defined Terms. As used in this Agreement, the terms listed in this Section 1.1 shall have the respective meanings
set forth in this Section 1.1.


 


“ABR”: for any day, a
rate per annum (rounded upwards, if necessary, to the next 1/100th of 1%) equal to the greater of (a) the Prime Rate in effect
on such day and (b) the Federal Funds Effective Rate in effect on such day plus 1⁄2 of 1%. Any change in the ABR due to a
change in the Prime Rate or the Federal Funds Effective Rate shall be effective as of the opening of business on the effective
day of such change in the Prime Rate or the Federal Funds Effective Rate, respectively.


 


“ABR Loans”: Loans the
rate of interest applicable to which is based upon the ABR.


 


“Acceptable Price”: as
defined in Section 2.8(b)(iii).


 


“Acceptance Date”: as
defined in Section 2.8(b)(iii).


 


“Acquisition Agreement”:
means that certain Agreement and Plan of Mergers, dated as of May 23, 2015, among Charter Communications, Inc., Time Warner Cable
Inc., CCH I, LLC, Nina Corporation I, Inc., Nina Company II, LLC and Nina Company III, LLC.


 


“Acquisition Transactions”:
means the transactions contemplated by the Acquisition Agreement.


 






     


     


    

 


“Administrative Agent”:
as defined in the preamble hereto.


 


“Affiliate”: as to any
Person, any other Person that, directly or indirectly, is in control of, is controlled by, or is under common control with, such
Person. For purposes of this definition, “control” of a Person means the power, directly or indirectly, to direct or
cause the direction of the management and policies of such Person, whether by contract or otherwise.


 


“Agent Parties”: as defined
in Section 10.2(c).


 


“Agents”: the collective
reference to the Documentation Agents, the Syndication Agents, the Joint Lead Arrangers and the Administrative Agent.


 


“Aggregate Exposure”:
with respect to any Lender at any time, an amount equal to the sum of (a) the aggregate then unpaid principal amount of such Lender’s
Term Loans and (b) the amount of such Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have
been terminated, the amount of such Lender’s Revolving Extensions of Credit then outstanding.


 


“Aggregate Exposure Percentage”:
with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s Aggregate Exposure at such
time to the Aggregate Exposure of all Lenders at such time.


 


“Agreement”: this Amended
and Restated Credit Agreement, as further amended, supplemented or otherwise modified from time to time.


 


“Allocated Proceeds”:
as defined in Section 2.9(a).


 


“Amendment No. 1”: Amendment
No. 1 to this Agreement, dated as of October 24, 2019.


 


“Amendment No. 1 Effective Date”:
as defined in Amendment No. 1.


 


“Annualized Asset Cash Flow Amount”:
with respect to any Disposition of assets, an amount equal to the portion of Consolidated Operating Cash Flow for the most recent
Asset Disposition Test Period ending prior to the date of such Disposition which was contributed by such assets multiplied by
four.


 


“Annualized Operating Cash Flow”:
for any fiscal quarter, an amount equal to Consolidated Operating Cash Flow for such period multiplied by four.


 


“Annualized Pro Forma Operating
Cash Flow”: an amount, determined on any Disposition Date or Exchange Date in connection with any proposed Disposition
or Exchange pursuant to Section 7.5(f) or (g), equal to Consolidated Operating Cash Flow for the most recent Asset Disposition
Test Period multiplied by four, calculated in the manner contemplated by Section 1.2(f) but excluding the effect of such
Disposition or Exchange.


 






    -2-


     


    

 


“Applicable Margin”:


 


(a) (i) with respect to the Revolving
Loans pursuant to the Revolving A Commitments, (x) if CCI has a corporate family rating that is an Investment Grade Rating
from at least two Rating Agencies (which shall be Moody’s and S&P except to the extent either of them is required
to be replaced as contemplated by the definition of “Rating Agencies”), (A) 0.25% in the case of ABR Loans and
(B) 1.25% in the case of Eurodollar Loans or (y) otherwise, (A) 0.50% in the case of ABR Loans and (B) 1.50% in the case of
Eurodollar Loans; and (ii) with respect to the Revolving Loans and Swingline Loans pursuant to the Revolving B Commitments,
(x) if CCI has a corporate family rating that is an Investment Grade Rating from at least two Rating Agencies (which shall be
Moody’s and S&P except to the extent either of them is required to be replaced as contemplated by the definition of
 “Rating Agencies”), the rate per annum set forth under the relevant column heading below:


 


	 	 	ABR Loans	 	 	Eurodollar

 Loans	 
	Revolving Loans	 	 	0.00	%	 	 	1.00	%
	Swingline Loans	 	 	0.00	%	 	 	N/A	 



 


or (y) otherwise, the rate per annum set
forth under the relevant column heading below:


 


	 	 	ABR Loans	 	 	Eurodollar 

Loans	 
	Revolving Loans	 	 	0.25	%	 	 	1.25	%
	Swingline Loans	 	 	0.25	%	 	 	N/A	 



 


; provided, that the Applicable Margin
with respect to Revolving Loans made pursuant to any Extended Revolving Commitment following the Amendment No. 1 Effective Date
shall be as set forth in the applicable Incremental Activation Notice;


 


(b)       with
respect to Term A-2 Loans, (i) 0.50% in the case of ABR Loans and (ii) 1.50% in the case of Eurodollar Loans;


 


(c)       with
respect to Term A-4 Loans, (i) 0.25% in the case of ABR Loans and (ii) 1.25% in the case of Eurodollar Loans;


 


(d)       with
respect to Term B-1 Loans, (i) 0.75% in the case of ABR Loans and (ii) 1.75% in the case of Eurodollar Loans;


 


(e)       with
respect to Term B-2 Loans, (i) 0.75% in the case of ABR Loans and (ii) 1.75% in the case of Eurodollar Loans;


 


(f)       with
respect to any Incremental Term Loans, such per annum rates as shall be agreed to by the Borrower and the applicable Incremental
Term Lenders as shown in the applicable Incremental Activation Notice; and


 


(g)       with
respect to Extended Term Loans, such per annum rates as shall be agreed to by the Borrower and the applicable Extending Term Lenders
as shown in the applicable Incremental Activation Notice.


 


“Applicable Price”: as
defined in Section 2.8(b).


 


“Application”: an application,
in such form as the relevant Issuing Lender may specify from time to time, requesting such Issuing Lender to open a Letter of Credit.


 


“Approved Fund”: as defined
in Section 10.6.


 


“Asset Disposition Test Period”:
as of any date of determination, the most recent fiscal quarter as to which financial statements have been delivered pursuant to
Section 6.1.


 






    -3-


     


    

 


“Asset Sale”: any Disposition
of property or series of related Dispositions of property (excluding (a) Exchanges pursuant to which no cash consideration is received
by the Borrower or any of its Subsidiaries and (b) any such Disposition permitted by clause (a), (b), (c), (d), (e), (h), (i),
(j) or (l) of Section 7.5) that yields gross cash proceeds to the Borrower or any of its Subsidiaries in excess of $250,000,000.


 


“Assignee”: as defined
in Section 10.6(b)(i).


 


“Assignment and Assumption”:
an Assignment and Assumption, substantially in the form of Exhibit A.


 


“Assumption Agreement”:
an agreement in substantially the form of the applicable Exhibit to the Guarantee and Collateral Agreement, pursuant to which a
Subsidiary of the Borrower becomes a party thereto.


 


“Attributable Debt”:
in respect of a sale and leaseback transaction entered into by the Borrower or any of its Subsidiaries, at the time of determination,
the present value of the obligation of the lessee for net rental payments during the remaining term of the lease included in such
sale and leaseback transaction including any period for which such lease has been extended or may, at the sole option of the lessor,
be extended. Such present value shall be calculated using a discount rate equal to the rate of interest implicit in such transaction,
determined in accordance with GAAP.


 


“Authorizations”: all
filings, recordings and registrations with, and all validations or exemptions, approvals, orders, authorizations, consents, Licenses,
certificates and permits from, the FCC, applicable public utilities and other Governmental Authorities, including, without limitation,
CATV Franchises, FCC Licenses and Pole Agreements.


 


“Available Amount”: the
sum of :


 


(i)              
$2,000,000,000; plus


 


(ii)             
the excess of (x) Consolidated Operating Cash Flow for the period, taken as a single accounting period, commencing on January
1, 2018 and ending on the last day of the Borrower’s most recent fiscal quarter for which financial statements have been
delivered pursuant to Section 6.1 minus (y) 130% of cumulative consolidated cash interest expense of the Borrower for the period,
taken as a single accounting period, commencing on January 1, 2018 and ending on the last day of the Borrower’s most recent
fiscal quarter for which financial statements have been delivered pursuant to Section 6.1; plus


 


(iii)            
an amount equal to 100% of Capital Stock Sale Proceeds (reduced for purposes of this clause (iii) by any amount of such
Capital Stock Sale Proceeds (x) used in connection with an Investment made in reliance on Section 7.7(h) or (y) used in connection
with any prepayment of Specified Long Term Indebtedness in reliance on Section 7.8(a)(iv); plus


 


(iv)            
any cash return of Investment to the Borrower or any Subsidiary (including upon any disposition of any such Investment)
made in reliance on Section 7.7(o) from a Person other than the Borrower or any Subsidiary; minus


 


(v)              the
aggregate amount of Restricted Payments made after the Restatement Effective Date in reliance on Section 7.6(k),
the aggregate amount of Investments made after the Restatement Effective Date in reliance on Section 7.7(o) and the aggregate
amount of prepayments of Specified Long Term Indebtedness made after the Restatement Effective Date in reliance on Section
7.8(a)(vii).


 






    -4-


     


    

 


“Available Liquidity”:
at any date, the sum of (a) the aggregate Available Revolving Commitments of each Class, (b) the amount of undrawn commitments
in respect of Incremental Term Loans that are in effect on such date pursuant to Incremental Activation Notices to the extent that
the required use of proceeds with respect to the proceeds of such Incremental Term Loans is not more restrictive than the representation
set forth in Section 4.16 and (c) the aggregate amount of cash and Cash Equivalents on hand of the Borrower and its Subsidiaries
not subject to any Lien (other than pursuant to the Loan Documents, Liens permitted by Section 7.3(o), (r) (to the extent subject
to a First Lien Intercreditor Agreement) or (s) or inchoate Liens permitted by Section 7.3(a)).


 


“Available Revolving Commitment”:
as to any Revolving Lender with any Class of Revolving Commitments at any time, an amount equal to the excess, if any, of (a) such
Lender’s Revolving Commitment of such Class then in effect over (b) such Lender’s Revolving Extensions of Credit
then outstanding under such Class of Revolving Commitments; provided, that in calculating any Lender’s Revolving Extensions
of Credit for the purpose of determining such Lender’s Available Revolving Commitment pursuant to Section 2.6(a), the aggregate
principal amount of Swingline Loans then outstanding shall be deemed to be zero.


 


“Bail-In Action” means
the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect of any liability of
an EEA Financial Institution.


 


“Bail-In Legislation”
means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European Parliament and of
the Council of the European Union, the implementing law for such EEA Member Country from time to time which is described in the
EU Bail-In Legislation Schedule.


 


“Benefited Lender”: as
defined in Section 10.7(a).


 


“Benefit Plan” means
any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA, (b) a “plan”
as defined in and subject to Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA Section 3(42)
or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee benefit plan”
or “plan”.


 


“Board”: the Board of
Governors of the Federal Reserve System of the United States (or any successor).


 


“Borrower”: as defined
in the preamble hereto.


 


“Borrower Materials”:
as defined in Section 6.1.


 


“Borrowing Date”: any
Business Day specified by the Borrower in a Notice of Borrowing as a date on which the Borrower requests the relevant Lenders to
make Loans hereunder.


 


“Bright
House Acquisition Agreement”: means that certain Contribution Agreement, dated as of March 31, 2015, as amended
on May 23, 2015 and as the same may be further amended so long as such
amendments are not, taken as a whole, materially adverse to the Lenders, by and among CCI, certain of its subsidiaries and
the other parties thereto.


 






    -5-


     


    

 


“Bright House Acquisition Transactions”:
means the transactions contemplated by the Bright House Acquisition Agreement.


 


“Bright House Transaction Agreements”:
the Bright House Acquisition Agreement and those documents listed in the definition of “Transaction Agreements” as
set forth in the Bright House Acquisition Agreement.


 


“Business”: as defined
in Section 4.17(b).


 


“Business Day”: a day
other than a Saturday, Sunday or other day on which commercial banks in New York City are authorized or required by law to close,
provided, that with respect to notices and determinations in connection with, and payments of principal and interest on,
Eurodollar Loans, such day is also a day for trading by and between banks in Dollar deposits in the interbank eurodollar market.


 


“Capital Stock Sale Proceeds”:
the aggregate net proceeds (including the fair market value of the non-cash proceeds) received by the Borrower or its Subsidiaries
from and after January 1, 2018, in each case


 


(x)       as
a contribution to the common equity capital or from the issue or sale of Equity Interests from any Designated Holding Company from
and after January 1, 2018, or


 


(y)       from
the issue or sale of Qualified Indebtedness, debt securities or other Indebtedness of the Borrower that has been converted into
or exchanged for such Equity Interests (other than Equity Interests (or Qualified Indebtednes, debt securities or other Indebtedness)
sold to a Subsidiary of the Borrower).


 


“Cash Collateralize”:
to pledge and deposit with or deliver to the Administrative Agent, for the benefit of the Administrative Agent, Issuing Lenders
and/or Swingline Lender (as applicable) and the Revolving Lenders, as collateral for L/C Obligations, obligations in respect of
Swingline Loans, or obligations of Revolving Lenders to fund participations in respect of either thereof (as the context may require),
cash or deposit account balances or, if an Issuing Lender or Swingline Lender benefiting from such collateral shall agree in its
sole discretion, other credit support, in each case pursuant to documentation in form and substance reasonably satisfactory to
(a) the Administrative Agent and (b) the applicable Issuing Lender(s) and/or the Swingline Lender (as applicable).


 


“Cash Collateral” shall
have a meaning correlative to the foregoing and shall include the proceeds of such cash collateral and other credit support.


 


“Cash
Equivalents”: (a) marketable direct obligations issued by, or unconditionally guaranteed by, the United States
government or issued by any agency thereof and backed by the full faith and credit of the United States, in each case
maturing within one year from the date of acquisition; (b) certificates of deposit, time deposits, eurodollar time deposits
or overnight bank deposits having maturities of six months or less from the date of acquisition issued by any Lender or by
any commercial bank organized under the laws of the United States or any state thereof having combined capital and surplus of
not less than $500,000,000; (c) commercial paper of an issuer rated at the time of acquisition at least A-1 by Standard &
Poor’s Ratings Services (“S&P”) or P-1 by Moody’s Investors Service, Inc.
(“Moody’s”) or F-1 by Fitch, Inc. (“Fitch”), or carrying an equivalent rating by
a nationally recognized rating agency, if each of the three named rating agencies cease publishing ratings of commercial
paper issuers generally, and maturing within six months from the date of acquisition; (d) repurchase obligations of any
Lender or of any commercial bank satisfying the requirements of clause (b) of this definition, having a term of not more than
30 days, with respect to securities issued or fully guaranteed or insured by the United States government; (e)
securities with maturities of one year or less from the date of acquisition issued or fully guaranteed by any state,
commonwealth or territory of the United States, by any political subdivision or taxing authority of any such state,
commonwealth or territory or by any foreign government, the securities of which state, commonwealth, territory, political
subdivision, taxing authority or foreign government (as the case may be) are rated at the time of acquisition at least A by
S&P or A by Moody’s or A by Fitch; (f) securities with maturities of six months or less from the date of
acquisition backed by standby letters of credit issued by any Lender or any commercial bank satisfying the requirements of
clause (b) of this definition; or (g) shares of money market mutual or similar funds which invest exclusively in assets
satisfying the requirements of clauses (a) through (f) of this definition.


 






    -6-


     


    

 


“CATV Franchise”: collectively,
with respect to the Borrower and its Subsidiaries, (a) any franchise, license, permit, wire agreement or easement granted by any
political jurisdiction or unit or other local, state or federal franchising authority (other than licenses, permits and easements
not material to the operations of a CATV System) pursuant to which such Person has the right or license to operate a CATV System
and (b) any law, regulation, ordinance, agreement or other instrument or document setting forth all or any part of the terms of
any franchise, license, permit, wire agreement or easement described in clause (a) of this definition.


 


“CATV System”: any cable
distribution system owned or acquired by the Borrower or any of its Subsidiaries which receives audio, video, digital, other broadcast
signals or information or telecommunications by cable, optical, antennae, microwave or satellite transmission and which amplifies
and transmits such signals to customers of the Borrower or any of its Subsidiaries.


 


“CCH”: Charter Communications
Holdings, LLC, a Delaware limited liability company, together with its successors.


 


“CCHC”: Charter Communications
Holding Company, LLC, a Delaware limited liability company, together with its successors.


 


“CCI”: Charter Communications,
Inc., a Delaware corporation (f/k/a CCH I, Inc.), together with its successors.


 


“Change in Law” means
the occurrence, after the Restatement Effective Date, of any of the following: (a) the adoption or taking effect of any law, rule,
regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation, implementation
or application thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or directive
(whether or not having the force of law) by any Governmental Authority; provided that notwithstanding anything herein to
the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer Protection Act and all requests, rules, guidelines or directives
thereunder or issued in connection therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for
International settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the United States
regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be a “Change in Law”, regardless
of the date enacted, adopted or issued.


 


“Change of Control”:
as defined in Section 8.1(k).


 


“Charter Group”: the
collective reference to CCI, CCHC, the Designated Holding Companies, the Borrower and its Subsidiaries.


 


“Class”: with
respect to (i) any Revolving Commitment, refers to whether such Commitment is a Revolving A Commitment, Revolving B
Commitment or Extended Revolving Commitment and (ii) any Loan, refers to whether such Loan is a Revolving Loan, a Term A-2
Loan, a Term A-4 Loan, a Term B Loan, a Term B-1 Loan, a Term B-2 Loan, an Incremental Term Loan of a particular Series, an
Extended Term Loan of a particular Series or a Replacement Term Loan of a particular Series.


 






    -7-


     


    

 


“Code”: the Internal
Revenue Code of 1986, as amended from time to time.


 


“Collateral”: all property
of the Loan Parties, now owned or hereafter acquired, upon which a Lien is purported to be created by the Guarantee and Collateral
Agreement.


 


“Commercial Contracts”:
commercial agreements entered into by the Borrower on behalf of or for the benefit of its Subsidiaries in respect of the purchase
or sale of capital assets or other products or services used in the ordinary course operation of the business of such Subsidiaries
and/or the properties of such Subsidiaries, and other agreements entered into by the Borrower in respect of any acquisition of
assets by, or Disposition of assets of, any Subsidiary of the Borrower otherwise permitted by this Agreement, provided that,
in each case, (a) no such arrangement shall involve the acquisition of real estate, fixtures or franchise agreements, and (b) any
such assets so purchased (other than assets described in Section 7.14(b)(ii)(z)) shall promptly following such purchase only be
owned by the relevant Subsidiary and not by the Borrower.


 


“Commitment Fee Rate”:
(i) with respect to the Revolving A Commitments existing on the Amendment No. 1 Effective Date, 0.30% per annum, (ii) with respect
to the Revolving B Commitments existing on the Amendment No. 1 Effective Date, 0.20% per annum and (iii) with respect to any Extended
Revolving Commitment, the rate provided in the applicable Incremental Activation Notice.


 


“Commitments”: the collective
reference to the Revolving Commitments, the Term B-1 Commitments and the Term B-2 Commitments.


 


“Commonly Controlled Entity”:
an entity, whether or not incorporated, that is under common control with any Loan Party within the meaning of Section 4001 of
ERISA or is part of a group that includes any Loan Party and that is treated as a single employer under Section 414 of the Code.


 


“Compliance Certificate”:
a certificate duly executed by a Responsible Officer, substantially in the form of Exhibit B.


 


“Conduit Lender”: any
special purpose corporation organized and administered by any Lender for the purpose of making Loans otherwise required to be made
by such Lender and designated by such Lender in a written instrument; provided, that the designation by any Lender of a
Conduit Lender shall not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for any
reason, its Conduit Lender fails to fund any such Loan, and the designating Lender (and not the Conduit Lender) shall have the
sole right and responsibility to deliver all consents and waivers required or requested under this Agreement with respect to its
Conduit Lender, and provided, further, that no Conduit Lender shall (a) be entitled to receive any greater amount
pursuant to Section 2.16, 2.17, 2.18 or 10.5 than the designating Lender would have been entitled to receive in respect of the
extensions of credit made by such Conduit Lender or (b) be deemed to have any Revolving Commitment.


 


“Consideration”: with
respect to any Investment or Disposition, (a) any cash or other property (valued at fair market value in the case of such other
property) paid or transferred in connection therewith, (b) the principal amount of any Indebtedness assumed in connection therewith
and (c) any letters of credit, surety arrangements or security deposits posted in connection therewith.


 






    -8-


     


    

 


“Consolidated First Lien Leverage
Ratio”: as of the last day of any period, the ratio of (a) the sum of (i) the aggregate principal amount of all Indebtedness
(including L/C Obligations) outstanding under this Agreement at such date plus (ii) the aggregate principal amount of any
other Indebtedness (including First Lien Notes but excluding (x) in the case of contingent obligations of the type described in
clause (f) of the definition of “Indebtedness”, any such obligations not constituting L/C Obligations and (y) Indebtedness
incurred pursuant to Section 7.2(g)) of the Borrower and its Subsidiaries at such date that is secured by the Collateral on a basis
pari passu with the Indebtedness under this Agreement, determined on a consolidated basis in accordance with GAAP minus
(iii) the aggregate amount of unrestricted cash and Cash Equivalents (in each case, free and clear of all Liens other than any
Lien that is permitted under Section 7.3) included in the consolidated balance sheet of the Borrower and its Subsidiaries as of
such date to (b) Annualized Operating Cash Flow determined in respect of the fiscal quarter ending on such day.


 


“Consolidated Leverage Ratio”:
as of the last day of any period, the ratio of (a) Consolidated Total Debt on such day to (b) Annualized Operating Cash Flow determined
in respect of the fiscal quarter ending on such day.


 


“Consolidated Net Income”:
for any period, the consolidated net income (or loss) of the Borrower and its Subsidiaries, determined on a consolidated basis
in accordance with GAAP; provided that, GAAP to the contrary notwithstanding, there shall be excluded (a) the income (or
deficit) of any Person accrued prior to the date it becomes a Subsidiary of the Borrower or is merged into or consolidated with
the Borrower or any of its Subsidiaries, (b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in
which the Borrower or any of its Subsidiaries has an ownership interest, except to the extent that any such income is actually
received by the Borrower or such Subsidiary in the form of dividends or similar distributions, (c) the undistributed earnings of
any Subsidiary of the Borrower (including any Excluded Acquired Subsidiary) to the extent that the declaration or payment of dividends
or similar distributions by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than
under any Loan Document) or Requirement of Law applicable to such Subsidiary and (d) whether or not distributed, the income of
any Non-Recourse Subsidiary.


 


“Consolidated
Net Tangible Assets” means, as of any date of determination, the total amount of assets (less applicable
reserves and other properly deductible items) of the Borrower and its Subsidiaries less the sum of (1) all goodwill, trade
names, trademarks, patents, unamortized debt discount and expense and other intangibles, and (2) all current liabilities,
in each case, reflected on the most recent consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the
most recent ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or (b), determined
on a consolidated basis in accordance with GAAP on a pro forma basis to give effect to any Material Acquisition or Material Disposition
made after such balance sheet date and on or prior to the date of determination.


 


“Consolidated Operating Cash
Flow”: for any period with respect to the Borrower and its Subsidiaries, Consolidated Net Income for such period plus,
without duplication and to the extent deducted in computing Consolidated Net Income for such period, the sum of (i) total
income tax expense, (ii) interest expense, amortization or writeoff of debt discount and debt issuance costs and commissions,
discounts and other fees and charges associated with Indebtedness, (iii) depreciation and amortization expense, (iv)
management fees expensed during such period, (v) any extraordinary or non-recurring expenses or losses, (vi) any expenses or
losses consisting of restructuring charges, litigation settlements and judgments and related costs, (vii) losses on
Dispositions of assets outside of the ordinary course of business, (viii) other non-cash items reducing such Consolidated Net
Income and (ix) the amount of “run-rate” cost savings projected by the Borrower in good faith, net of the amount
of actual benefits realized or expected to be realized prior to or during such period (which cost savings shall be calculated
on a pro forma basis as though they had been realized on the first day of such period) from actions taken or to be taken
within four fiscal quarters of any Material Acquisition or Disposition of a line of business or cable system; provided
that (A) a Responsible Officer of the Borrower shall have certified in writing to the Administrative Agent that (x) such cost
savings are reasonably identifiable and expected to be achieved based on such actions and (y) the benefits resulting
therefrom are anticipated by the Borrower to be realized within twelve (12) months of such Material Acquisition or
Disposition and (B) the aggregate amount added back pursuant to this clause (ix) for any period shall not exceed 10% of
Consolidated Operating Cash Flow for such period prior to giving effect to this clause (ix), minus, without
duplication and to the extent included in the statement of Consolidated Net Income for such period, the sum of (i)
any extraordinary or non-recurring income or gains, (ii) gains on Dispositions of assets outside of the ordinary course of
business and (iii) other non-cash items increasing such Consolidated Net Income, all as determined on a consolidated basis in
accordance with GAAP.


 






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“Consolidated Total Debt”:
at any date, the aggregate principal amount of all Indebtedness (other than (x) in the case of contingent obligations of the type
described in clause (f) of the definition of “Indebtedness”, any such obligations not constituting L/C Obligations
and (y) Indebtedness incurred pursuant to Section 7.2(g)) of the Borrower and its Subsidiaries at such date, determined on a consolidated
basis in accordance with GAAP less the aggregate amount of unrestricted cash and Cash Equivalents (in each case, free and
clear of all Liens other than any Lien that is permitted under Section 7.3) included in the consolidated balance sheet of the Borrower
and its Subsidiaries as of such date.


 


“Contractual Obligation”:
as to any Person, any provision of any debt or equity security issued by such Person or of any agreement, instrument or other undertaking
to which such Person is a party or by which it or any of its property is bound.


 


“Converted Term A Loan”:
as to any Converting Term A Lender that has indicated on its counterpart to Amendment No. 1 that it is requesting to convert its
Term A-2 Loan and/or Term A-3 Loan to a Term A-4 Loan, the entire aggregate principal amount of such Converting Term A Lender’s
Term A-2 Loan and/or Term A-3 Loan (or, if less, the amount notified to such Lender by the Administrative Agent prior to the Amendment
No. 1 Effective Date).


 


“Converted Term B Loan”:
as to any Converting Term B Lender that has indicated on its counterpart to Amendment No. 1 that it is requesting to convert its
Term B Loan to a Term B-1 Loan and/or a Term B-2 Loan the entire aggregate principal amount of such Converting Term B Lender’s
Term B Loan (or, if less, the amount notified to such Lender by the Administrative Agent prior to the Amendment No. 1 Effective
Date).


 


“Converting Term A Lender”:
means each Lender with a Term A-2 Loan and/or Term A-3 Loan, as applicable, immediately prior to the Amendment No. 1 Effective
Date that has returned a counterpart to Amendment No. 1 indicating its election to have its Term A-2 Loan and/or Term A-3 Loan
converted to a Term A-4 Loan on the Amendment No. 1 Effective Date.


 


“Converting Term B Lender”:
means each Lender with a Term B Loan immediately prior to the Amendment No. 1 Effective Date that has returned a counterpart to
Amendment No. 1 indicating its election to have its Term B Loan converted to a Term B-1 Loan and/or a Term B-2 Loan, as applicable,
on the Amendment No. 1 Effective Date.


 


“Debt Incurrence Prepayment Event”:
any incurrence or issuance of Refinancing Term Loans or Refinancing First Lien Notes.


 


“Debt Repayment”: as
defined in Section 7.6(c).


 






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“Debtor Relief Laws”:
the Bankruptcy Code of the United States, and all other liquidation, conservatorship, bankruptcy, assignment for the benefit of
creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States
or other applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.


 


“Default”: any of the
events specified in Section 8.1, whether or not any requirement for the giving of notice, the lapse of time, or both, has
been satisfied.


 


“Defaulting Lender”:
subject to Section 2.21(b), any Revolving Lender that, as reasonably determined by the Administrative Agent (which determination
shall, upon reasonable request by the Borrower, be made promptly by the Administrative Agent if the Administrative Agent reasonably
determines the conditions set forth below apply), (a) has failed to perform any of its funding obligations hereunder, including
in respect of its Revolving Loans or participations in respect of Letters of Credit or Swingline Loans, within three Business Days
of the date required to be funded by it hereunder unless such obligation is the subject of a good faith dispute, (b) has notified
the Borrower or the Administrative Agent that it does not intend to comply with its funding obligations hereunder or has made a
public statement to that effect with respect to its funding obligations hereunder or under other agreements in which it commits
to extend credit except to the extent any such obligation is the subject of a good faith dispute, (c) has failed, within three
Business Days after request by the Administrative Agent (which request the Administrative Agent shall make if reasonably requested
by the Borrower), to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations
except to the extent subject to a good faith dispute, or (d) has, or has a direct or indirect parent company that has, (i) become
the subject of a proceeding under any Debtor Relief Law or Bail-In Action, (ii) had a receiver, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian
appointed for it, or (iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any
such proceeding or appointment (unless, in each case, such Revolving Lender has confirmed it will comply with its obligations hereunder
and the Borrower, the Administrative Agent and each Issuing Lender is reasonably satisfied that such Revolving Lender is able to
continue to perform its obligations hereunder); provided that a Lender shall not be a Defaulting Lender solely by virtue
of the ownership or acquisition of any equity interest in that Lender or any direct or indirect parent company thereof by a Governmental
Authority so long as such ownership interest does not result in or provide such Lender with immunity from the jurisdiction of courts
within the United States or from the enforcement of judgments or writs of attachment on its assets or permit such Lender (or such
Governmental Authority or instrumentality) to reject, repudiate, disavow or disaffirm any contracts or agreements made with such
Lender.


 


“De Minimis Subsidiary”
at any date of determination, each Subsidiary of the Borrower that (x) is not a Specified Excluded Subsidiary and (y) does not
account for more than 5% of (i) Total Assets on the date of the most recent consolidated balance sheet delivered pursuant to Section
6.1(a) or (b) or (ii) consolidated total revenues of the Borrower and its Subsidiaries for the period of four fiscal quarters ending
on the date of the most recent consolidated balance sheet delivered pursuant to Section 6.1(a) or (b); provided that if,
in the aggregate, Subsidiaries of the Borrower that are not Subsidiary Guarantors and that are not otherwise Specified Excluded
Subsidiaries account for more than 10% of (i) Total Assets on the date of the most recent consolidated balance sheet delivered
pursuant to Section 6.1(a) or (b) or (ii) consolidated total revenues of the Borrower and its Subsidiaries for the period of four
fiscal quarters ending on the date of the most recent consolidated balance sheet delivered pursuant to Section 6.1(a) or (b), then,
in either case, the Borrower shall promptly cause such De Minimis Subsidiaries as may be selected by the Borrower to comply with
the requirements of Section 6.9 (as though such Subsidiaries were not De Minimis Subsidiaries) to the extent necessary so that
all De Minimis Subsidiaries that are not Subsidiary Guarantors or Specified Excluded Subsidiaries do not, in the aggregate, exceed
such threshold.


 






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“Designated Holding Companies”:
the collective reference to (i) CCH, (ii) each direct and indirect Subsidiary, whether now existing or hereafter created or acquired,
of CCH of which Holdings is a direct or indirect Subsidiary and (iii) Holdings.


 


“Designated Non-Cash Consideration”:
the fair market value (as determined in good faith by the Borrower) of non-cash consideration received by the Borrower or one of
its Subsidiaries in connection with a Disposition pursuant to Section 7.5(f) that is so designated as Designated Non-Cash Consideration
pursuant to a certificate of a Responsible Officer delivered to the Administrative Agent at or prior to the time such Designated
Non-Cash Consideration is received, setting forth the basis of such valuation, less the amount of cash or Cash Equivalents received
in connection with a subsequent payment, redemption, retirement, sale or other disposition of such Designated Non-Cash Consideration.
A particular item of Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the extent it
has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance with Section 7.5.


 


“DHC Debt”: the collective
reference to all Indebtedness of the Designated Holding Companies.


 


“DHC Default”: with respect
to any one or more issues of DHC Debt aggregating more than $500,000,000, any default (other than a default based on the failure
of the relevant issuer to provide a certificate, report or other information, until notice of such default is given to such issuer
by the required holders or trustee as specified in the indenture or agreement governing such DHC Debt) or event of default.


 


“Discharge Date”: as
defined in the Guarantee and Collateral Agreement.


 


“Disposition”: with respect
to any property, any sale, lease (other than leases in the ordinary course of business, including leases of excess office space
and fiber leases), sale and leaseback, assignment, conveyance, transfer or other disposition thereof, including pursuant to an
exchange for other property. The terms “Dispose” and “Disposed of” shall have correlative
meanings.


 


“Disposition Date”: as
defined in Section 7.5(f).


 


“Documentation Agents”:
the entities identified as such on the cover of this Agreement (including those entities identified as such immediately prior to
the Amendment No. 1 Effective Date).


 


“Dollars” and “$”:
dollars in lawful currency of the United States.


 


“Domestic Subsidiary”:
any Subsidiary of the Borrower organized under the laws of any jurisdiction within the United States.


 


“EEA Financial Institution”
means (a) any credit institution or investment firm established in any EEA Member Country which is subject to the supervision of
an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent of an institution described
in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary of
an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision with its parent.


 


“EEA Member Country”
means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 






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“EEA Resolution Authority”
means any public administrative authority or any person entrusted with public administrative authority of any EEA Member Country
(including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective Yield”: at
any time, the effective yield for any type of Indebtedness as determined in good faith by the Borrower (which shall take into account
the interest rate provisions applicable thereof (including margins and “floors”) and be deemed to include all upfront
or similar fees or original issue discount payable to all lenders providing such Indebtedness in the initial primary syndication
thereof (but excluding bona fide arranger fees, commitment fees or similar fees payable in connection therewith that are not generally
shared with the relevant Lenders and if, applicable, consent fees for an amendment paid generally to consenting Lenders) and, in
the case of upfront fees and original issue discount, equated to interest margin based on an assumed four year weighted average
life).


 


“Environmental Laws”:
any and all foreign, federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees,
requirements of any Governmental Authority or other Requirements of Law (including common law) regulating, relating to or imposing
liability or standards of conduct concerning protection of human health (with respect to exposure to Materials of Environmental
Concern) or the environment, as now or may at any time hereafter be in effect.


 


“Equally and Ratably Secured Notes
Obligations”: as defined in the Guarantee and Collateral Agreement.


 


“Equity Interests”: any
and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and
all classes of membership interests in a limited liability company, any and all classes of partnership interests in a partnership
and any and all other equivalent ownership interests in a Person, and any and all warrants, rights or options to purchase any of
the foregoing.


 


“ERISA”: the Employee
Retirement Income Security Act of 1974, as amended from time to time and the regulations promulgated thereunder.


 


“Escrow Assumption”:
with respect to any Incremental Term Loan that is initially established as an Escrow Incremental Term Loan, the assumption of the
Escrow Borrower’s obligations with respect thereto by the Borrower pursuant to an assumption agreement in form reasonably
satisfactory to the Administrative Agent.


 


“Escrow Borrower”: a
Non-Recourse Subsidiary or another Person that is not the Borrower or a Subsidiary, in each case, established to (i) borrow Escrow
Incremental Term Loans (pending assumption of such Incremental Term Loans by the Borrower) or (ii) assume the obligations of the
Borrower with respect to previously incurred Incremental Term Loans, in each case, that is designated in the applicable Incremental
Activation Notice or assumption agreement as an Escrow Borrower and that is not engaged in any material operations and does not
have any other material assets other than in connection therewith.


 


“Escrow Funding Assignment”
the assignment by the Borrower to an Escrow Borrower and the assumption by such Escrow Borrower, in each case, of the obligations
of the Borrower with respect to previously incurred Incremental Term Loans.


 


“Escrow Incremental Term Loan”:
any Incremental Term Loan that either (x) is initially borrowed by an Escrow Borrower or (y) is initially borrowed by the Borrower
but was subsequently converted to an Escrow Incremental Term Loans in accordance with Section 2.1(g), in each case, for so long
as the Escrow Assumption with respect to such Incremental Term Loan has not occurred.


 






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“EU Bail-In Legislation Schedule”
means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor person), as in effect from
time to time.


 


“Eurocurrency Reserve Requirements”:
for any day, as applied to a Eurodollar Loan, the aggregate (without duplication) of the maximum rates (expressed as a decimal
fraction) of reserve requirements in effect on such day (including basic, supplemental, marginal and emergency reserves under any
regulations of the Board or other Governmental Authority having jurisdiction with respect thereto) dealing with reserve requirements
prescribed for eurocurrency funding (currently referred to as “Eurocurrency Liabilities” in Regulation D of the Board)
maintained by a member bank of the Federal Reserve System.


 


“Eurodollar Base Rate”:
for any Interest Period with respect to a Eurodollar Loan, the rate per annum equal to the London Interbank Offered Rate (“LIBOR”)
or a comparable or successor rate, which rate is approved by the Administrative Agent, as published on the applicable Bloomberg
screen page (or such other commercially available source providing such quotations as may be designated by the Administrative Agent
from time to time) at approximately 11:00 a.m., London time, two Business Days prior to the commencement of such Interest Period,
for Dollar deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period; provided
that to the extent a comparable or successor rate is approved by the Administrative Agent in connection herewith, the approved
rate shall be applied in a manner consistent with market practice; provided, further that to the extent such market
practice is not administratively feasible for the Administrative Agent, such approved rate shall be applied in a manner as otherwise
reasonably determined by the Administrative Agent.


 


“Eurodollar Loans”: Loans
for which the applicable rate of interest is based upon the Eurodollar Rate.


 


“Eurodollar Rate”: with
respect to each day during each Interest Period pertaining to a Eurodollar Loan, a rate per annum determined for such day in accordance
with the following formula (rounded upward to the nearest 1/100th of 1%):


 


	Eurodollar Base Rate
	1.00 - Eurocurrency Reserve Requirements


 


“Eurodollar Tranche”:
the collective reference to Eurodollar Loans of a particular Class, the then current Interest Periods with respect to all of which
begin on the same date and end on the same later date (whether or not such Loans shall originally have been made on the same day).


 


“Event of Default”: any
of the events specified in Section 8.1, provided that any requirement for the giving of notice, the lapse of time, or both,
has been satisfied.


 


“Exchange”: any exchange
of operating assets for other operating assets in a Permitted Line of Business and, subject to the last sentence of this definition,
of comparable value and use to those assets being exchanged, including exchanges involving the transfer or acquisition (or both
transfer and acquisition) of Equity Interests of a Person so long as 100% of the Equity Interests of such Person held by the Borrower
and its Subsidiaries are transferred or 100% of the Equity Interests of such Person are acquired, as the case may be. It is understood
that exchanges of the kind described above as to which a portion of the consideration paid or received is in the form of cash shall
nevertheless constitute “Exchanges” for the purposes of this Agreement.


 


“Exchange Act” means
the Securities Exchange Act of 1934.


 






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“Exchange Date”: the
date of consummation of any Exchange; provided that, with respect to a series of related Dispositions required pursuant
to a plan of Exchange contained in a single agreement, the Exchange Date shall be the date of the first such Disposition.


 


“Exchange Excess Amount”:
as defined in Section 7.5(g).


 


“Excluded Acquired Subsidiary”:
any Subsidiary described in Section 7.2(f) to the extent that the documentation governing the Indebtedness referred to in said
paragraph prohibits (including by reason of its inability to satisfy a leverage ratio or other financial covenant condition under
such Indebtedness) such Subsidiary from becoming a Subsidiary Guarantor, but only so long as such Indebtedness remains outstanding.


 


“Existing Class”: as
defined in Section 2.1(h).


 


“Existing Credit Agreement”:
as defined in the recitals hereto.


 


“Existing Letter
of Credit”: each letter of credit outstanding under the Existing Credit Agreement immediately prior to the Restatement
Effective Date.


 


“Extended Revolving Commitment”:
as defined in Section 2.1(i).


 


“Extended Term Loans”:
as defined in Section 2.1(h).


 


“Extended Term Maturity Date”:
with respect to the Extended Term Loans created pursuant to any Incremental Activation Notice, the final maturity date specified
in the applicable Incremental Activation Notice.


 


“Extending Term Lender”:
as defined in Section 2.1(h).


 


“Extension Election”:
as defined in Section 2.1(h).


 


“Extension Request”:
as defined in Section 2.1(h).


 


“FATCA”: Sections 1471
through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantially comparable
and not materially more onerous to comply with) and any current or future regulations or official interpretations thereof and any
agreements entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version described above)
and any fiscal or regulatory legislation, rules or official administrative practices adopted pursuant to any intergovernmental
agreement, treaty or convention among Governmental Authorities and implementing such Sections of the Code.


 


“FCC”: the Federal Communications
Commission and any successor thereto.


 


“FCC License”: any community
antenna relay service, broadcast auxiliary license, earth station registration, business radio, microwave or special safety radio
service license issued by the FCC pursuant to the Communications Act of 1934, as amended.


 


“Federal Funds Effective
Rate”: for any day, the rate per annum equal to the weighted average of the rates on overnight Federal funds
transactions with members of the Federal Reserve System, as published by the Federal Reserve Bank of New York on the Business
Day next succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate for such day
shall be such rate on such transactions on the next preceding Business Day as so published on the next succeeding Business
Day, and (b) if no such rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day shall
be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Administrative Agent on
such day on such transactions as determined by the Administrative Agent.


 






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“Finance Lease Obligations”:
as to any Person, the obligations of such Person to pay rent or other amounts under any lease of (or other arrangement conveying
the right to use) real or personal property, or a combination thereof, which obligations are or would be required to be classified
and accounted for as a “financing lease” under FASB ASC Topic 842 or “capital lease” under FASB ASC Topic
840 (as “financing lease” and “capital lease” are defined in those FASB ASC Topics as of the Restatement
Effective Date) on a balance sheet of such Person and, for the purposes of this Agreement, the amount of such obligations at any
time shall be the capitalized amount thereof at such time determined in accordance with FASB ASC Topic 842 or FASB ASC Topic 840,
as relevant at such time.


 


“First Lien Intercreditor Agreement”:
(a) the First Lien Intercreditor Agreement, dated as of May 18, 2016, by and among the Borrower, the Guarantors, the Administrative
Agent, The Bank of New York Mellon Trust Company, N.A. and each other other party from time to time thereto or (b) any other agreement
by and among the Administrative Agent and one or more collateral agents for the holders of First Lien Notes and/or Pre-Existing
Debt (an “Other First Lien Agent”) appropriately completed and acknowledged by the Borrower and the Guarantors
providing, among other customary items (as determined by the Administrative Agent in consultation with the Borrower), that (i)
for so long as any Commitments, Loans, Letters of Credit, or other Obligations are outstanding under this Agreement (other than
contingent obligations for which no claim has been asserted) the Administrative Agent, on behalf of the Lenders, shall have the
sole right to enforce any Lien against any Collateral in which it has a perfected security interest (except that, to the extent
the principal amount of First Lien Notes and/or Pre-Existing Debt exceeds the principal amount of Loans and L/C Obligations under
this Agreement, such agreement may provide that the applicable Other First Lien Agent shall instead be subject to a 90 day standstill
requirement with respect to such enforcement (which period shall be extended if the Administrative Agent commences enforcement
against the Collateral during such period or is prohibited by any Requirement of Law from commencing such proceedings) in the event
it has given notice of an event of default under the indenture or other agreement governing First Lien Notes or Pre-Existing Debt
for which it is agent and (ii) distributions on account of any enforcement against the Collateral by the Administrative Agent or
the Other First Lien Agent (including any distribution on account of the Collateral in any such proceeding pursuant to any Debtor
Relief Laws) with respect to which each of the Administrative Agent and such Other First Lien Agent have a perfected security interest
shall be on a pro rata basis (subject to customary provisions dealing with intervening Liens that are prior to the Administrative
Agent’s or such Other First Lien Agent’s security interest and the unenforceability of any obligations purportedly
secured by such Liens) based on the amount of the Obligations and the obligations owing under the First Lien Notes and Pre-Existing
Debt, respectively.


 


“First Lien
Notes”: senior secured debt securities of the Borrower or a Guarantor (including any such debt securities (i)
issued by a Person that subsequently becomes a Guarantor or (ii) issued as unsecured debt securities that subsequently become
secured by a Lien) that were either issued or assumed by the Borrower or a Guarantor (including as a result of the guarantee
of existing debt securities issued by a Person who was not a Guarantor at the time such debt securities were issued) (a) that
are not guaranteed by any Subsidiary of the Borrower that is not a Guarantor, (b) that are not secured by a Lien on any
assets of the Borrower or any of the Subsidiaries that does not constitute Collateral, (c) except in the case of debt
securities issued or assumed in connection with the Acquisition Transactions, the terms of which do not provide for any
scheduled repayment, mandatory redemption (except as provided in the succeeding clause (d)) or sinking fund obligations prior
to the Term B-2 Maturity Date; provided that the requirements of this clause (c) shall not apply to Indebtedness in an
aggregate principal amount outstanding at any time (which shall exclude any Indebtedness existing under this Agreement on the
Amendment No. 1 Effective Date and any Incremental Term A Loans incurred following the Amendment No. 1 Effective Date) not to
exceed 2.0x Annualized Operating Cash Flow, calculated in the manner contemplated by Section 1.2(f) as if any Investment
pursuant to which such Indebtedness was incurred occurred on the first day of the applicable Test Period, for the most recent
fiscal quarter for which financial statements have been delivered pursuant to Section 6.1(a) or (b) prior to such
Indebtedness becoming First Lien Notes, (d) except in the case of debt securities issued in connection with the
Acquisition Transactions, the terms of which do not require the Borrower or any of its Subsidiaries to repurchase, repay or
redeem such debt securities (or make an offer to do any of the foregoing) upon the happening of any event (other than as a
result of an event of default thereunder or pursuant to customary “change of control” provisions or asset sale
offers) prior to the Term B-2 Maturity Date; provided that the requirements of this clause (d) shall not apply to
Indebtedness assumed by the Borrower or a Guarantor or issued by a Person who was not a Guarantor at the time such debt
securities were issued in an aggregate principal amount outstanding at any time not to exceed 2.0x Annualized Operating Cash
Flow, calculated in the manner contemplated by Section 1.2(f) as if the Investment pursuant to which such Indebtedness was
incurred occurred on the first day of the applicable Test Period, for the most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 6.1(a) or (b) prior to such Indebtedness becoming First Lien Notes and (e)
except for Indebtedness assumed by the Borrower or a Guarantor or issued by a Person who was not a Guarantor at the time such
debt securities were issued, the documentation for which provides for covenants, events of default and terms that the
Borrower determines are market for similar financings at the time such debt securities are issued; provided, that in
no event shall such documentation contain any financial maintenance covenant (which term does not apply to incurrence-based
financial tests which may be included in such documentation) that is more restrictive than those set forth in this
Agreement.


 






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“First Lien Term Cap”:
means any amount so long as, after giving effect to any incurrence and repayment of Indebtedness on such date, the Borrower would
be in pro forma compliance with Section 7.1.


 


“Flow-Through Entity”:
any Person that is classified as a partnership or that is not treated as a separate tax paying entity, in each case, for United
States federal, state or local income tax purposes.


 


“Flow-Through Tax Period”:
as defined in Section 7.6(d).


 


“Foreign Holding Company”:
any Subsidiary of the Borrower that has no material assets other than Equity Interests (or Equity Interests and Indebtedness) of
one or more Foreign Subsidiaries of such Subsidiary that are “controlled foreign corporations” as defined in Section
957(a) of the Code.


 


“Foreign Subsidiary”:
any Subsidiary of the Borrower that is not a Domestic Subsidiary.


 


“Fronting Exposure”:
at any time there is a Defaulting Lender, (a) with respect to any Issuing Lender, such Defaulting Lender’s Revolving Percentage
of the outstanding L/C Obligations in respect of Letters of Credit issued by such Issuing Lender other than any such L/C Obligations
as to which such Defaulting Lender’s participation obligation has been reallocated to other Revolving Lenders or Cash Collateralized
in accordance with the terms hereof and (b) with respect to the Swingline Lender, such Defaulting Lender’s Revolving Percentage
of Swingline Loans other than Swingline Loans as to which such Defaulting Lender’s participation obligation has been reallocated
to other Lenders or Cash Collateralized in accordance with the terms hereof.


 






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“Funding Office”: the
office of the Administrative Agent specified in Section 10.2 or such other office as may be specified from time to time by the
Administrative Agent as its funding office by written notice to the Borrower and the Lenders.


 


“GAAP”: generally accepted
accounting principles in the United States as in effect from time to time, except that for purposes of Section 7.1 and any incurrence
test hereunder, GAAP shall be determined on the basis of such principles in effect on the Restatement Effective Date as applied
in the preparation of the most recent audited financial statements delivered pursuant to Section 6.1 prior to the Restatement Effective
Date. In the event that any “Accounting Change” (as defined below) shall occur and such change results in a change
in the method of calculation of financial covenants, incurrence tests, standards or terms in this Agreement, then the Borrower
and the Administrative Agent agree to enter into negotiations in order to amend such provisions of this Agreement so as to equitably
reflect such Accounting Changes with the desired result that the criteria for evaluating the Borrower’s financial condition
shall be the same after such Accounting Changes as if such Accounting Changes had not been made. Until such time as such an amendment
shall have been executed and delivered by the Borrower, the Administrative Agent and the Required Lenders, all financial covenants,
standards and terms in this Agreement shall continue to be calculated or construed as if such Accounting Changes had not occurred.
 “Accounting Changes” refers to changes in (a) accounting principles required by the promulgation of any rule, regulation,
pronouncement or opinion by the Financial Accounting Standards Board of the American Institute of Certified Public Accountants
or, if applicable, the SEC, (b) the Borrower’s manner of accounting as directed or otherwise required or requested by the
SEC (including such SEC changes affecting a Qualified Parent Company and applicable to the Borrower), and (c) the Borrower’s
manner of accounting addressed in a preferability letter from the Borrower’s independent auditors to the Borrower (or a Qualified
Parent Company and applicable to the Borrower) in order for such auditor to deliver an opinion on the Borrower’s financial
statements required to be delivered pursuant to Section 6.1 without qualification.


 


“Governmental Authority”:
any nation or government, any state or other political subdivision thereof, any agency, authority, instrumentality, regulatory
body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions
of or pertaining to government, any securities exchange and any self-regulatory organization (including the National Association
of Insurance Commissioners).


 


“Guarantee and Collateral Agreement”:
the Amended and Restated Guarantee and Collateral Agreement, dated as of May 18, 2016, executed and delivered by Holdings, the
Borrower, each Subsidiary Guarantor and the Administrative Agent.


 


“Guarantee
Obligation”: as to any Person (the “Guaranteeing Person”), any obligation of (a) the
Guaranteeing Person or (b) another Person (including any bank under any letter of credit) to induce the creation of which the
Guaranteeing Person has issued a reimbursement, counterindemnity or similar obligation, in either case guaranteeing or in
effect guaranteeing any Indebtedness, leases, dividends or other obligations (the “Primary Obligations”)
of any other third Person (the “Primary Obligor”) in any manner, whether directly or indirectly, including
any obligation of the Guaranteeing Person, whether or not contingent, (i) to purchase any such Primary Obligation or any
property constituting direct or indirect security therefor, (ii) to advance or supply funds (1) for the purchase or payment
of any such Primary Obligation or (2) to maintain working capital or equity capital of the Primary Obligor or otherwise to
maintain the net worth or solvency of the Primary Obligor, (iii) to purchase property, securities or services primarily for
the purpose of assuring the owner of any such Primary Obligation of the ability of the Primary Obligor to make payment of
such Primary Obligation or (iv) otherwise to assure or hold harmless the owner of any such Primary Obligation against loss in
respect thereof; provided, however, that the term “Guarantee Obligation” shall not include
endorsements of instruments for deposit or collection in the ordinary course of business. The amount of any
Guarantee Obligation of any Guaranteeing Person shall be deemed to be the lower of (a) an amount equal to the stated or
determinable amount of the Primary Obligation in respect of which such Guarantee Obligation is made and (b) the maximum
amount for which such Guaranteeing Person may be liable pursuant to the terms of the instrument embodying such Guarantee
Obligation, unless such Primary Obligation and the maximum amount for which such Guaranteeing Person may be liable are not
stated or determinable, in which case the amount of such Guarantee Obligation shall be such Guaranteeing Person’s
maximum reasonably anticipated liability in respect thereof as determined by the Borrower in good faith.


 






    -18-


     


    

 


“Guarantors”: the collective
reference to Holdings and the Subsidiary Guarantors.


 


“Hedge Agreements”: all
interest rate swaps, caps or collar agreements or similar arrangements dealing with interest rates or currency exchange rates or
the exchange of nominal interest obligations, either generally or under specific contingencies.


 


“Holdings”: as defined
in the preamble hereto, together with any successor thereto.


 


“Immaterial Subsidiary”:
at any date of determination, each Subsidiary of the Borrower that, when aggregated with each other Subsidiary as to which a specified
condition in Section 8.1 applies at such time, does not account for more than 5% of (i) Total Assets at such date or (ii) Consolidated
Operating Cash Flow for the period of four fiscal quarters ending on the date of the most recent consolidated balance sheet delivered
pursuant to Section 6.1(a) or (b).


 


“Incremental Activation Notice”:
with respect to any Incremental Term Loan, Replacement Term Loan, Extended Term Loan or Extended Revolving Commitment, the agreement
signed by the Borrower (or, in the case of Escrow Incremental Term Loans, the Escrow Borrower), the Administrative Agent and, in
the case of any such agreement providing for Incremental Term Loans, Replacement Term Loans or Extended Revolving Commitments,
the Lenders providing such Incremental Term Loans, Replacement Term Loans or Extended Revolving Commitments, in each case, providing
for the terms of such Incremental Term Loans, Extended Term Loans, Extended Revolving Commitments or Replacement Term Loans in
accordance with the applicable requirements of Section 2.1(g), (h), (i) or (j).


 


“Incremental Closing Date”:
any Business Day designated as such in an Incremental Activation Notice.


 


“Incremental Term A Loans”
shall mean Incremental Term Loans incurred following the Restatement Effective Date in reliance on the proviso to Section 2.1(g)(iii).


 


“Incremental Term Loan”:
any term loan borrowed following the Restatement Effective Date pursuant to Section 2.1(g).


 


“Incremental Term Maturity Date”:
with respect to the Incremental Term Loans to be made pursuant to any Incremental Activation Notice, the final maturity date specified
in such Incremental Activation Notice.


 


“Indebtedness”: of
any Person at any date, without duplication, (a) all indebtedness of such Person for borrowed money, (b) all obligations of
such Person for the deferred purchase price of property or services (other than (i) accrued expenses, (ii) any earnout or
similar obligations so long as such obligations remain contingent and (iii) trade payables incurred in the ordinary course of
such Person’s business, including, for the avoidance of doubt, vendor-related financing arrangements incurred in the
ordinary course of business for goods and services) to the extent not required to be reflected as “long term
debt” on a consolidated balance sheet of such Person prepared in accordance with GAAP, (c) all obligations of such
Person evidenced by notes, bonds, debentures or other similar instruments, (d) all indebtedness created or arising under any
conditional sale or other title retention agreement with respect to property acquired by such Person (even though the rights
and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such
property), (e) all Finance Lease Obligations of such Person, (f) all obligations of such Person, contingent or otherwise, as
an account party under acceptances, letters of credit, surety bonds or similar arrangements, (g) the liquidation value of all
redeemable preferred Equity Interests of such Person, (h) all Guarantee Obligations of such Person in respect of obligations
of the kind referred to in clauses (a) through (g) above, (i) all obligations of the kind referred to in clauses (a) through
(h) above secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be
secured by) any Lien on property (including accounts and contract rights) owned by such Person, whether or not such Person
has assumed or become liable for the payment of such obligation, and (j) for the purposes of Sections 8.1(e) and (f) only,
all obligations of such Person in respect of Hedge Agreements. The Indebtedness of any Person shall include, without
duplication, the Indebtedness of any other entity (including any partnership in which such Person is a general partner) to
the extent such Person is liable therefor as a result of such Person’s ownership interest in or other relationship with
such entity, except to the extent the terms of such Indebtedness expressly provide that such Person is not liable therefor.
Notwithstanding the foregoing, any current or future true up payment or other payments required by the terms of the Bright
House Acquisition Agreement with respect to the Bright House Acquisition Transactions shall not constitute Indebtedness. For
the avoidance of doubt, leases classified as operating leases under ASC 842 shall not constitute Indebtedness.


 






    -19-


     


    

 


“Insolvency”: with respect
to any Multiemployer Plan, the condition that such Plan is insolvent within the meaning of Section 4245 of ERISA.


 


“Insolvent”: pertaining
to a condition of Insolvency.


 


“Intellectual Property”:
the collective reference to all rights, title and interests in intellectual property, whether arising under United States, multinational
or foreign laws or otherwise, including copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses,
technology, know-how and processes, and all rights to sue at law or in equity for any infringement or other impairment thereof,
including the right to receive all proceeds and damages therefrom.


 


“Intercompany Obligations”:
as defined in the Guarantee and Collateral Agreement.


 


“Interest Payment Date”:
(a) as to any ABR Loan (including Swingline Loans), the last Business Day of each March, June, September and December to occur
while such Loan is outstanding and the final maturity date of such Loan, (b) as to any Eurodollar Loan having an Interest Period
of three months or less, the last day of such Interest Period, (c) as to any Eurodollar Loan having an Interest Period longer than
three months, each day that is three months, or a whole multiple thereof, after the first day of such Interest Period and the last
day of such Interest Period and (d) as to any Loan (other than any Revolving Loan that is an ABR Loan and any Swingline Loan),
the date of any repayment or prepayment made in respect thereof.


 






    -20-


     


    

 


“Interest Period”:
as to any Eurodollar Loan, (a) initially, the period commencing on the borrowing or conversion date, as the case may be, with
respect to such Eurodollar Loan and ending one, two, three, six or, if consented to by (which consent shall not be
unreasonably withheld) each Lender holding the relevant Class of Loans, twelve months or one week thereafter, as selected by
the Borrower in its notice of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b)
thereafter, each period commencing on the last day of the next preceding Interest Period applicable to such Eurodollar Loan
and ending one, two, three, six or, if consented to by (which consent shall not be unreasonably withheld) each Lender holding
the relevant Class of Loans, twelve months thereafter, as selected by the Borrower by irrevocable notice to the
Administrative Agent not less than three Business Days prior to the last day of the then current Interest Period with respect
thereto; provided that, all of the foregoing provisions relating to Interest Periods are subject to the following:


 


(i)       if
any Interest Period would otherwise end on a day that is not a Business Day, such Interest Period shall be extended to the next
succeeding Business Day unless the result of such extension would be to carry such Interest Period into another calendar month
in which event such Interest Period shall end on the immediately preceding Business Day;


 


(ii)       the
Borrower may not select an Interest Period (x) for any Revolving Loan that would extend beyond the Revolving Termination Date for
the applicable Revolving Commitments or (y) for any Term Loans of any Class that would extend beyond the Term Maturity Date for
such Class;


 


(iii)       any
Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day of a calendar month; and


 


(iv)       the
Borrower shall select Interest Periods so as not to require a payment or prepayment of any Eurodollar Loan during an Interest Period
for such Loan or shall comply with Section 2.18 in connection with any such payment or prepayment.


 


“Investment Grade Rating”
means a rating equal to or higher than (w) in the case of Moody’s, Baa3 (or the equivalent), (x) in the case of
S&P, BBB—(or the equivalent), (y) in the case of Fitch, BBB—(or the equivalent) and (z) in the case of any
other Rating Agency, the equivalent rating by such Rating Agency to the ratings described in clauses (w), (x) and (y).


 


“Investments”: as defined
in Section 7.7.


 


“ISP” means, with respect
to any Letter of Credit, the “International Standby Practices 1998” published by the Institute of International Banking
Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance).


 


“Issuing Lender”: Bank
of America, N.A., JPMorgan Chase Bank, N.A. and any other Revolving Lender that has agreed in its sole discretion to act as an
 “Issuing Lender” hereunder and that has been approved (such approval not to be unreasonably withheld, conditioned or
delayed) in writing by the Administrative Agent as an “Issuing Lender” hereunder, in each case in its capacity as issuer
of any Letter of Credit.


 


“Joint Lead Arrangers”:
the Persons identified on the cover of this Agreement as “Joint Lead Arrangers and Joint Bookrunners” in their capacities
as such (including those entities identified as such immediately prior to the Amendment No. 1 Effective Date).


 


“Junior Lien Intercreditor Agreement”:
a customary intercreditor agreement in form reasonably satisfactory to the Administrative Agent and the Borrower pursuant to which,
inter alia, any Lien that is intended to be subordinated to the Lien securing the Obligations, is so subordinated.


 






    -21-


     


    

 



 


“KPMG”: KPMG, LLP.


 


“Laws”: collectively,
all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and
administrative or judicial precedents or authorities, including the interpretation or administration thereof by any Governmental
Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case having
the force of law.


 


“L/C Commitment”: $750,000,000.


 


“L/C Fee Payment Date”:
the last day of each March, June, September and December and the last Business Day of the Revolving Commitment Period for any Class
of Revolving Commitments with risk participations in Letters of Credit.


 


“L/C Obligations”: at
any time, an amount equal to the sum of (a) the aggregate then undrawn and unexpired amount of the then outstanding Letters of
Credit and (b) the aggregate amount of drawings under Letters of Credit that have not then been reimbursed pursuant to Section
3.5.


 


“L/C Participants”: with
respect to any Letter of Credit, the collective reference to all Revolving Lenders (other than Revolving Lenders solely with Revolving
A Commitments) other than the Issuing Lender that issued such Letter of Credit.


 


“Lender Participation Notice”:
as defined in Section 2.8(b)(iii).


 


“Lenders”: as defined
in the preamble hereto.


 


“Letters of Credit”:
as defined in Section 3.1(a).


 


“LIBOR Screen Rate” means
the Eurodollar Base Rate quote on the applicable screen page the Administrative Agent designates to determine the Eurodollar Base
Rate (or such other commercially available source providing such quotations as may be designated by the Administrative Agent from
time to time).


 


“LIBOR Successor Rate”:
as defined in Section 2.14.


 


“LIBOR Successor Rate Conforming
Changes” means, with respect to any proposed LIBOR Successor Rate, any conforming changes to the definition of Interest
Period, timing and frequency of determining rates and making payments of interest and other administrative matters agreed to between
the Administrative Agent and the Borrower , to reflect the adoption of such LIBOR Successor Rate and to permit the administration
thereof by the Administrative Agent in a manner substantially consistent with market practice (or, if the Administrative Agent
determines that adoption of any portion of such market practice is not administratively feasible or that no market practice for
the administration of such LIBOR Successor Rate exists, in such other manner of administration as the Administrative Agent reasonably
determines in consultation with the Borrower).


 


“License”: as to any
Person, any license, permit, certificate of need, authorization, certification, accreditation, franchise, approval, or grant of
rights by any Governmental Authority or other Person necessary or appropriate for such Person to own, maintain, or operate its
business or property, including FCC Licenses and CATV Franchises.


 






    -22-


     


    

 





“Lien”: any mortgage,
pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge or other security interest
or any preference, priority or other security agreement or preferential arrangement of any kind or nature whatsoever (including
any conditional sale or other title retention agreement and any finance lease having substantially the same economic effect as
any of the foregoing).


 


“Limited Condition Acquisition”:
any acquisition, including by way of merger, by the Borrower or one or more of its Subsidiaries permitted pursuant to this Agreement
the consummation of which is not conditioned upon the availability of, or on obtaining, third party financing.


 


“Loan”: any loan made
or held by any Lender pursuant to this Agreement.


 


“Loan Documents”: this
Agreement, each Incremental Activation Notice (but, in the case of an Incremental Activation Notice with respect to Escrow Incremental
Term Loans, solely from and after the occurrence of the Escrow Assumption with respect to such Escrow Incremental Term Loans),
the Guarantee and Collateral Agreement, the Notes, the Restatement Agreement, Amendment No. 1 and any other agreements, documents
or instruments to which any Loan Party is party and which is designated as a Loan Document.


 


“Loan Parties”: Holdings,
the Borrower and each Subsidiary of the Borrower that is a party to a Loan Document.


 


“Majority Facility Lenders”:
with respect to (i) the Revolving Facility, Lenders holding more than 50% of the Total Revolving Extensions of Credit (or prior
to any termination of the Total Revolving Commitments, the holders of more than 50% of the Total Revolving Commitments) and (ii)
any Class of Term Loans, Lenders holding more than 50% of such Class of Term Loans.


 


“Management Fee Agreement”:
the Second Amended and Restated Management Agreement dated as of May 18, 2016 between the Borrower and CCI, as may be further amended
from time to time in a manner not prohibited by this Agreement.


 


“Material
Acquisition”: has the meaning set forth in Section 1.2(f).


 


“Material Adverse Effect”:
a material adverse effect on (a) the business, property, operations or condition (financial or otherwise) of the Borrower and its
Subsidiaries taken as a whole or (b) the validity or enforceability of any material provision of this Agreement or any of
the other Loan Documents or the rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.


 


“Material Information”
shall mean information that is “material” as such term is used in United States Federal and state securities laws.


 


“Materials of Environmental Concern”:
any gasoline or petroleum (including crude oil or any fraction thereof) or petroleum products or any hazardous or toxic substances,
materials or wastes defined or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls
and urea-formaldehyde insulation.


 


“Maximum Tender Condition”:
as defined in Section 2.23(b).


 


“Minimum Tender Condition”:
as defined in Section 2.23(b).


 









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“Multiemployer Plan”:
a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of ERISA.


 


“Net Cash Proceeds”:
(a) in connection with any Asset Sale or any Recovery Event, the proceeds thereof in the form of cash and Cash Equivalents (including
any such proceeds received by way of deferred payment of principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received), net of attorneys’ fees, accountants’ fees, investment
banking fees and consultants’ fees (in each case, including costs and disbursements), amounts required to be applied to the
repayment of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or
Recovery Event (other than any Lien pursuant to the Guarantee and Collateral Agreement or Liens that are subject to a First Lien
Intercreditor Agreement or a Junior Lien Intercreditor Agreement) and other customary fees and expenses actually incurred in connection
therewith and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available
tax credits or deductions and any tax sharing arrangements) and (b) in connection with any issuance or sale of Equity Interests
or any incurrence of Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees, investment
banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses actually incurred
in connection therewith.


 


“New York UCC”: the Uniform
Commercial Code as from time to time in effect in the State of New York.


 


“Non-Excluded Taxes”:
as defined in Section 2.17(a).


 


“Non-Facility Letters of Credit”:
as defined in the Guarantee and Collateral Agreement.


 


“Non-Recourse Subsidiary”:
any Subsidiary of the Borrower that subsequent to the Restatement Effective Date is designated in writing as a Non-Recourse Subsidiary
by the Borrower pursuant to a certificate signed by a Responsible Officer of the Borrower to the Administrative Agent (which certificate
shall state that the conditions to designating such Subsidiary as a Non-Recourse Subsidiary set forth in this definition are satisfied)
unless and until it has subsequently been designated in writing as a “Subsidiary” by the Borrower pursuant to a certificate
signed by a Responsible Officer of the Borrower to the Administrative Agent (which certificate shall state that the conditions
to designating such Non-Recourse Subsidiary as a “Subsidiary” set forth in this definition are satisfied). The Borrower
may designate a Subsidiary as a Non-Recourse Subsidiary only if, after giving effect thereto, no Default or Event of Default would
occur and such Subsidiary does not own any Equity Interests of any other Subsidiary of the Borrower (other than another Non-Recourse
Subsidiary). The designation of a Subsidiary as a Non-Recourse Subsidiary shall be deemed to be an Investment by the Borrower in
a Person that is not a Subsidiary in an amount equal to the fair market value of the Borrower’s and its Subsidiaries Investments
in such Subsidiary at the time of such designation. The Borrower may designate a Non-Recourse Subsidiary as a Subsidiary only if,
after giving effect thereto, no Default or Event of Default would occur. The designation of a Non-Recourse Subsidiary as a Subsidiary
shall be deemed to be a return of Investment to the Borrower equal to the fair market value of the Non-Recourse Subsidiary so designated
as Subsidiary at the time of such designation. It is understood that Non-Recourse Subsidiaries shall be disregarded for the purposes
of any calculation pursuant to this Agreement relating to financial matters with respect to the Borrower.


 


“Non-U.S. Lender”: as
defined in Section 2.17(d).


 


“Notes”: the collective
reference to any promissory note evidencing Loans.


 









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“Notice of Borrowing”:
an irrevocable notice of borrowing, substantially in the form of Exhibit E or such other form as may be approved by the Administrative
Agent (including any form on an electronic platform or electronic transmission system as shall be approved by the Administrative
Agent), appropriately completed and signed by a Responsible Officer of the Borrower, to be delivered in connection with each extension
of credit hereunder.


 


“Obligations”: as defined
in the Guarantee and Collateral Agreement.


 


“Offered Loans”: as defined
in Section 2.8(b)(iii)


 


“Offered Prepayment Option Notice”:
as defined in Section 2.8(b)(v).


 


“Offered Range”: as defined
in Section 2.8(b)(ii).


 


“Offered Voluntary Prepayment”:
as defined in Section 2.8(b)(i).


 


“Offered Voluntary Prepayment Notice”:
as defined in Section 2.8(b)(v).


 


“Other Taxes”: any and
all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from
any payment made hereunder or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any
other Loan Document, except any such taxes that are imposed with respect to an assignment (other than an assignment pursuant to
Section 2.20) and which are a result of a present or former connection between such Lender and the jurisdiction of the Governmental
Authority imposing such tax (other than any such connection arising solely from such Lender having executed, delivered or performed
its obligations or received a payment under, received or perfected a security interest under, engaged in any other transaction
pursuant to, or enforced, this Agreement or any other Loan Document).


 


“Participant”: as defined
in Section 10.6(c)(i).


 


“PBGC”: the Pension Benefit
Guaranty Corporation established pursuant to Subtitle A of Title IV of ERISA (or any successor).


 


“Permitted Debt Exchange”:
as defined in Section 2.23(a).


 


“Permitted Debt Exchange Notes”:
as defined in Section 2.23(a).


 


“Permitted Debt Exchange Offer”:
as defined in Section 2.23(a).


 


“Permitted Line of Business”:
as defined in Section 7.14(a).


 


“Permitted Securitization Financing”:
any financing arrangement or factoring of Securitization Assets by the Borrower or any Subsidiary or any securitization facility
of any Securitization Subsidiary of the Borrower, in each case, the obligations of which are non-recourse (except for Standard
Securitization Undertakings) to the Borrower or any Subsidiary (other than any Securitization Subsidiary) in connection therewith.


 


“Permitted Tax
Payment”: (i) income taxes, franchise taxes, gross receipts taxes, withholding taxes and other similar taxes and
governmental charges (including estimated installments thereof), in each case calculated with respect to the taxable income,
assets, capital or other relevant characteristics of the Qualified Parent Companies, the Borrower and its Subsidiaries, or
any portion thereof (such taxable income, assets or other relevant characteristics, the “Tax Calculation
Base”), (ii) any penalties, interest and additions to tax with respect to amounts described in clause (i), and
(iii) any obligation of the Borrower, any Subsidiary or any Qualified Parent Company to pay or distribute an amount
determined by reference to the Tax Calculation Base or any amount described in clause (ii), in each case as determined by the
Borrower in good faith.



  









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“Person”: an individual,
partnership, corporation, limited liability company, business trust, joint stock company, trust, unincorporated association, joint
venture, Governmental Authority or other entity of whatever nature.


 


“Plan”: at a particular
time, any employee benefit plan that is covered by Title IV of ERISA and in respect of which a Loan Party or a Commonly Controlled
Entity is (or, if such plan were terminated at such time, would under Section 4069 of ERISA be deemed to be) an “employer”
as defined in Section 3(5) of ERISA.


 


“Platform”: as defined
in Section 6.1.


 


“Pole Agreement”: any
pole attachment agreement or underground conduit use agreement entered into in connection with the operation of any CATV System.


 


“Pre-Existing Debt”:
any Indebtedness issued by any Person that subsequently becomes a Guarantor.


 


“Prime Rate”: the rate
of interest per annum publicly announced from time to time by the Administrative Agent as its prime rate in effect at its principal
office in New York City (the Prime Rate not being intended to be the lowest rate of interest charged by the Administrative Agent
in connection with extensions of credit to debtors).


 


“Properties”: as defined
in Section 4.17(a).


 


“Proposed Offered Prepayment Amount”:
as defined in Section 2.8(b)(ii).


 


“PTE” means a prohibited
transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from time to time.


 


“QPC Indentures”: any
indenture or other agreement governing Indebtedness of a Qualified Parent Company outstanding on the Restatement Effective Date.


 


“Qualified Counterparty”
means each Person (other than the Borrower or any of its Subsidiaries) that is party to a Specified Hedge Agreement described in
clause (iii) of the definition thereof on the Restatement Effective Date and each such Person’s respective successors.


 


“Qualified
Indebtedness”: any Indebtedness or preferred Equity Interests of a Qualified Parent Company (a) which is not held
by any member of the Charter Group and (b) to the extent that the Net Cash Proceeds thereof, if any, are or were used for the
(i) payment of interest of or principal or dividends or redemption of such Equity Interests (or premium) on any Qualified
Indebtedness (including (A) by way of a tender, redemption or prepayment of such Qualified Indebtedness and (B) amounts set
aside to prefund any such payment), (ii) direct or indirect Investment in the Borrower or any of its Subsidiaries engaged
substantially in businesses of the type described in Section 7.14(a), (iii) payment of management fees (to the extent the
Borrower would be permitted to pay such fees under Section 7.8(c)), (iv) payment of amounts that would be permitted to be
paid by way of a Restricted Payment under Section 7.6(g) (including the expenses of any exchange transaction) or (v) payment
of amounts required to acquire assets all or substantially all of which were contributed to the capital of the Borrower or
any of its Subsidiaries for use in a Permitted Line of Business; provided that to the extent (A) any Indebtedness of a
Qualified Parent Company is issued in exchange for or in payment of interest or dividends on Qualified Indebtedness or (B)
any assets are acquired in any acquisition by a Qualified Parent Company referred to in clause (v) are contributed to the
capital of the Borrower or any Subsidiary, the “Net Cash Proceeds” of such Indebtedness issued, or any
Indebtedness assumed by such Qualified Parent Company in connection with such acquisition, shall be deemed to have been
applied to pay the principal or interest or dividends on Qualified Indebtedness or to acquire such assets for purposes of
such requirement, as the case may be. For purposes of this definition, all Indebtedness of a Qualified Parent Company
outstanding on the Restatement Effective Date shall be deemed to be Qualified Indebtedness.


 






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“Qualified Parent Company”:
CCI or any of its direct or indirect Subsidiaries, in each case provided that the Borrower shall be a direct or indirect Subsidiary
of such Person.


 


“Qualifying Lenders”:
as defined in Section 2.8(b)(iv).


 


“Qualifying Loans”: as
defined in Section 2.8(b)(iv).


 


“Rating Agencies” means
(1) each of Moody’s, S&P and Fitch; and (2) if any of Moody’s, S&P or Fitch ceases to provide a rating
or fails to make a rating of CCI publicly available for reasons outside of CCI’s control, a “nationally recognized
statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, as amended,
selected by CCI (as certified by a resolution of CCI’s Board of Directors) as a replacement agency for Moody’s, S&P
or Fitch, or all, as the case may be, that is reasonably acceptable to the Administrative Agent.


 


“Ratings Decline Period”
means the period that (i) begins on the earlier of (a) the date of the first public announcement of the occurrence of a transaction
that, if consummated, would constitute a Change of Control and (b) the occurrence of such Change of Control and (ii) ends 90 days
following consummation of such Change of Control; provided that such period shall be extended for so long as the rating
of the Ratings Entity, as noted by the applicable Rating Agency, is under publicly announced consideration for downgrade by the
applicable Rating Agency.


 


“Ratings Entity” means
(i) for so long as CCI (or the other relevant entity to which the “corporate family rating” (or equivalent term) applicable
to the Borrower has been assigned) directly or indirectly owns a majority of the common Equity Interests of the Borrower and has
not publicly announced a specific transaction pursuant to which CCI (or such other entity specified above) would cease to own a
majority of the common Equity Interests of the Borrower, CCI (or such other entity specified above) and (ii) at any time that clause
(i) does not apply, any Person whose “corporate family rating” (or equivalent term) is (or following the consummation
of a transaction described in clause (i), will be) determined based expressly in whole or part on the fact that the Borrower is
part of such Person’s “corporate family rating” (or equivalent term).


 


“Ratings Event”
means any of the following:


 


(i)
        (x) (A) in the event that the Ratings Entity is the same both before and after
the commencement of the applicable Ratings Decline Period, a downgrade by one or more gradations (including gradations within
ratings categories as well as between rating categories) or withdrawal of the “corporate family rating” (or
equivalent term) of the Ratings Entity within the Ratings Decline Period by one or more Rating Agencies (unless the
applicable Rating Agency shall have put forth a written statement to the effect that such downgrade is not attributable in
whole or in part to the applicable Change of Control) or (B) in the event that the Ratings Entity immediately after the
commencement of the applicable Ratings Decline Period is a Person other than the Ratings Entity immediately prior to the
commencement of such Ratings Decline Period, such Ratings Entity has a “corporate family rating” (or equivalent
term) lower than the “corporate family rating” (or equivalent term) of the Ratings Entity immediately prior to
the commencement of such Ratings Decline Period and (y) following any such downgrade, the Ratings Entity does not have a
 “corporate family rating” (or equivalent term) that is an Investment Grade Rating from any Rating Agency; or


 






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(ii)       the
Ratings Entity does not have a “corporate family rating” (or equivalent term) of at least B1 from Moody’s and
at least B+ from S&P and B+ from Fitch (or the equivalent ratings in the case of any other Rating Agency), in each case, with
a stable or positive outlook, at the time of the applicable Change of Control or at any time thereafter until the termination of
the applicable Ratings Decline Period; or


 


(iii)       the
Ratings Entity does not have a “corporate family rating” (or equivalent rating) from at least two Ratings Agencies
at the time of the applicable Change of Control or at any time thereafter until the termination of the applicable Ratings Decline
Period.


 


“Recovery Event”: any
settlement of or payment, or series of related settlements or payments, in respect of any property or casualty insurance claim
or any condemnation proceeding relating to any asset of the Borrower or any of its Subsidiaries that yields gross cash proceeds
to the Borrower or any of its Subsidiaries in excess of $100,000,000.


 


“Refinancing First Lien Notes”:
any First Lien Notes which have been designated in writing by the Borrower to the Administrative Agent prior to the issuance thereof
as “Refinancing First Lien Notes.”


 


“Refinancing Term Loan”:
any Incremental Term Loan that is designated as a “Refinancing Term Loan” pursuant to the applicable Incremental Activation
Notice.


 


“Refunded Swingline Loans”:
as defined in Section 2.5(b).


 


“Register”: as defined
in Section 10.6(b)(iv).


 


“Regulated Subsidiary”:
any Subsidiary that is prohibited, in connection with telephony licenses issued to it, from becoming a Loan Party by reason of
the requirement of consent from any Governmental Authority, but only for so long as such consent has not been obtained; provided,
that, until such Subsidiary becomes a Loan Party and all of the Equity Interests of such Subsidiary owned by any Loan Party is
pledged as Collateral, (a) such Subsidiary owns no assets other than (i) governmental licenses to operate a telephony business
and leases of infrastructure necessary to operate such licenses and (ii) other assets (held either directly or through any Subsidiary
or other Equity Interests) with an aggregate value not exceeding $1,000,000 and (b) the Borrower shall not directly own any Equity
Interests in such Subsidiary unless all such Equity Interests have been pledged as Collateral.


 


“Regulation U”: Regulation
U of the Board as in effect from time to time.


 


“Reimbursement Obligation”:
the obligation of the Borrower to reimburse the relevant Issuing Lender pursuant to Section 3.5 for amounts drawn under Letters
of Credit.


 


“Reinvestment Deadline”:
as defined in the definition of “Reinvestment Proceeds”.


 









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“Reinvestment Deferred Amount”:
as of any date of determination, with respect to any Reinvestment Proceeds, the portion thereof that are not applied to prepay
the Term Loans pursuant to Section 2.9(a), as such amount may be reduced from time to time by application of such Reinvestment
Proceeds to acquire assets useful in the Borrower’s business.


 


“Reinvestment Prepayment Amount”:
with respect to any Reinvestment Proceeds, the Reinvestment Deferred Amount relating thereto then outstanding on the Reinvestment
Prepayment Date.


 


“Reinvestment Prepayment Date”:
with respect to any Reinvestment Proceeds, the earliest of (a) the relevant Reinvestment Deadline, (b) the date on which the Borrower
shall have determined not to, or shall have otherwise ceased to, acquire assets useful in the Borrower’s business with all
or any portion of the relevant Reinvestment Deferred Amount, and (c) the date on which an Event of Default under Section 8.1(a)
or 8.1(g) occurs.


 


“Reinvestment Proceeds”:
with respect to any Allocated Proceeds received when no Event of Default has occurred and is continuing, the portion thereof which
the Borrower (directly or indirectly through a Subsidiary) intends and expects to use to acquire assets useful in its business,
on or prior to the earlier of (a) the date that is eighteen months from the date of receipt of such Allocated Proceeds and (b) the
Business Day immediately preceding the date on which such proceeds would be required to be applied, or to be offered to be applied,
to prepay, redeem or defease any Indebtedness of the Borrower or any of its Affiliates (other than Indebtedness under this Agreement)
if not applied as described above (such earlier date, the “Reinvestment Deadline”), provided that such
use will not require purchases, repurchases, redemptions or prepayments (or offers to make purchases, repurchases, redemptions
or prepayments) of any other Indebtedness of the Borrower or any of its Affiliates.


 


“Related Parties” means,
with respect to any Person, such Person’s Affiliates and the partners, directors, officers, employees, agents, trustees and
advisors of such Person and of such Person’s Affiliates.


 


“Release”: an authorization
and/or evidence of release of specified Collateral, substantially in the form of Exhibit F.


 


“Replacement Term Loan”:
any term loan borrowed following the Restatement Effective Date pursuant to Section 2.1(j).


 


“Replacement Term Maturity Date”:
with respect to the Replacement Term Loans to be made pursuant to any Incremental Activation Notice, the final maturity date specified
in such Incremental Activation Notice.


 


“Reportable Event”: any
of the events set forth in Section 4043(c) of ERISA, other than those events as to which the thirty day notice period is waived
under applicable regulations.


 


“Repricing Transaction”:
(a) except in connection with a transaction constituting a Change of Control or Material Acquisition, the incurrence by the Borrower
of any term loans (including, without limitation, any new or additional term loans under this Agreement) having an Effective Yield
that is less than the Effective Yield for the Term B-1 Loans or Term B-2 Loans, the proceeds of which are used to prepay (or, in
the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding principal of Term B-1 Loans and/or Term
B-2 Loans or (b) any effective reduction in the Effective Yield for the Term B-1 Loans or Term B-2 Loans by way of amendment
of this Agreement.


 









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“Required Lenders”: at
any time, the holders of more than 50% of the sum of (a) the aggregate unpaid principal amount of the Term Loans then outstanding
and (b) the Total Revolving Commitments then in effect or, if the Total Revolving Commitments shall have expired or been terminated,
the Total Revolving Extensions of Credit then outstanding.


 


“Requirement of Law”:
as to any Person, the Certificate of Incorporation and By-Laws or other organizational or governing documents of such Person, and
any law, treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case
applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.


 


“Responsible Officer”:
the chief executive officer, president or chief financial officer of the Borrower, but in any event, with respect to financial
matters, any of the chief financial officer, principal accounting officer, senior vice president – strategic planning, vice
president – finance and corporate treasurer or any other financial officer of the Borrower or any other officer or employee
of the applicable Loan Party designated in or pursuant to an agreement between the applicable Loan Party and the Administrative
Agent.


 


“Restatement Agreement”:
the Restatement Agreement, dated as of April 26, 2019, by and among the Loan Parties, the Administrative Agent and the other parties
thereto.


 


“Restatement Effective Date”:
as defined in the Restatement Agreement.


 


“Restricted Payments”:
as defined in Section 7.6.


 


“Revolving A Commitment”:
as to any Revolving Lender, the obligation of such Lender to make Revolving Loans in an aggregate principal amount not to exceed
the amount set forth opposite such Lender’s name under the heading “Revolving A Commitment” on Schedule
1 to Amendment No. 1, in each case as the same may be changed from time to time pursuant to the terms hereof (including as
a result of any Assignment and Assumption to which such Lender is a party or the establishment of any Extended Revolving Commitments).
The aggregate amount of the Revolving A Commitments on the Amendment No. 1 Effective Date is $248,500,000.


 


“Revolving B Commitment”:
as to any Revolving Lender, the obligation of such Lender to make Revolving Loans and participate in Swingline Loans and Letters
of Credit in an aggregate principal and/or face amount not to exceed the amount set forth opposite such Lender’s name under
the heading “Revolving B Commitment” on Schedule 1 to the Amendment No. 1, in each case as the same may
be changed from time to time pursuant to the terms hereof (including as a result of any Assignment and Assumption to which such
Lender is a party or the establishment of any Extended Revolving Commitments). The aggregate amount of the Revolving B Commitments
on the Amendment No. 1 Effective Date is $4,501,500,000.


 


“Revolving Commitment”:
as to any Revolving Lender, such Lender’s Revolving A Commitment, Revolving B Commitment and/or Extended Revolving Commitment,
as applicable in each case as the same may be changed from time to time pursuant to the terms hereof (including as a result of
any Assignment and Assumption to which such Lender is a party or the establishment of any Extended Revolving Commitments).


 


“Revolving Commitment
Cap”: the greater of (x) $4,750,000,000 and (y) 0.5x Annualized Operating Cash Flow calculated in the manner
contemplated by Section 1.2(f) as if any Material Acquisition or Material Disposition made prior to or concurrently with the
incurrence of such Indebtedness was incurred on the first day of the applicable Test Period for the most recent fiscal
quarter for which financial statements have been delivered pursuant to Section 6.1(a) or (b); provided that to the
extent any Revolving Commitment was permitted by clause (y) at the time it was incurred, it shall be deemed to be permitted
at all times thereafter regardless of any subsequent decrease in Annualized Operating Cash Flow.


 






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“Revolving Commitment Period”:
with respect to any Revolving Commitment, the period ending on the Revolving Termination Date for such Revolving Commitment.


 


“Revolving Extensions of Credit”:
as to any Revolving Lender at any time under any Class of Revolving Commitments, an amount equal to the sum of (a) the aggregate
principal amount of all Revolving Loans held by such Lender then outstanding made pursuant to such Class of Revolving Commitments,
(b) such Lender’s Revolving Percentage of the L/C Obligations in respect of each Letter of Credit then outstanding pursuant
to such Revolving Commitments and (c) such Lender’s Revolving Percentage of the aggregate principal amount of Swingline Loans
then outstanding under such Revolving Commitments.


 


“Revolving Facility”:
the Revolving Commitments and the Revolving Extensions of Credit.


 


“Revolving Lender”: each
Lender that has a Revolving Commitment or that holds Revolving Loans or is an Issuing Lender or Swingline Lender.


 


“Revolving Loans”: as
defined in Section 2.1(e).


 


“Revolving Percentage”:
as to any Revolving Lender with any Class of Revolving Commitments at any time, the percentage which such Lender’s Revolving
Commitment of such Class then constitutes of the aggregate Revolving Commitments of such Class (or, at any time after the aggregate
Revolving Commitments of such Class shall have expired or terminated, the percentage which the aggregate outstanding amount of
such Lender’s Revolving Extensions of Credit under such Class of Revolving Commitments then outstanding constitutes of the
aggregate outstanding amount of the Revolving Extensions of Credit made pursuant to such Class of Revolving Commitments then outstanding);
provided that with respect to participations in Letters of Credit and Swingline Loans and fees and interest thereon, the
Revolving Percentages shall be calculated (i) assuming that no Revolving A Commitments were outstanding and (ii) treating all other
Revolving Commitments as a single Class of Revolving Commitments. In addition to adjustments pursuant to assignments, the Revolving
Percentages of the Revolving Lenders shall be subject to adjustment (i) on each Revolving Termination Date (other than the Revolving
Termination Dates solely with respect to the Revolving A Commitments), (ii) with respect to participations in Letters of Credit
and Swingline Loans, as contemplated by Section 2.21, (iii) on each date on which Extended Revolving Commitments are established;
provided that if any Letter of Credit (a “Later Expiring Letter of Credit”) is at any time issued and
outstanding with an expiration date that is after any Revolving Termination Date for any then outstanding Revolving Commitment
(other than a Revolving A Commitment), then the Revolving Percentage of each Revolving Lender for purposes of calculating its Revolving
Percentage of any L/C Obligations in respect of each Later Expiring Letter of Credit shall be recomputed by assuming that each
Revolving Commitment with a Revolving Termination Date that is on or prior to the expiration date of such Later Expiring Letter
of Credit had been terminated.


 


“Revolving Termination Date”:
(i) with respect to any Revolving A Commitment in effect on the Amendment No. 1 Effective Date, March 31, 2023, (ii) with respect
to any Revolving B Commitment in effect on the Amendment No. 1 Effective Date, February 1, 2025, and (iii) with respect to any
Extended Revolving Commitment established following the Amendment No. 1 Effective Date, the date specified as such in the applicable
Incremental Activation Notice.


 





“Scheduled Unavailability Notice”:
as defined in Section 2.13.


 


“SEC”: the Securities
and Exchange Commission, any successor thereto and any analogous Governmental Authority.


 






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“Secured Parties”: as
defined in the Guarantee and Collateral Agreement.


 


“Securities Act” means
the Securities Act of 1933.


 


“Securitization”: a public
or private offering by a Lender or any of its Affiliates or their respective successors and assigns, of securities which represent
an interest in, or which are collateralized, in whole or in part, by the Loans.


 


“Securitization Assets”
means accounts receivable, loans, mortgages, royalties, other rights to payment, supporting obligations therefor, proceeds therefrom
and other related assets customarily disposed of or pledged in connection with non-recourse receivables financings or factorings
or securitization facilities (as determined in good faith by the Borrower).


 


“Securitization Subsidiary”
means any Subsidiary formed by the Borrower or any of its other Subsidiaries solely for purposes of consummating any Permitted
Securitization Financing and which holds no material assets other than Securitization Assets and which is engaged in no material
activities other than those related to such Permitted Securitization Financing.


 


“Series”: Incremental
Term Loans, Extended Term Loans and/or Replacement Term Loans, as applicable, that are established pursuant to a single Incremental
Activation Notice and provide for the same terms unless such Incremental Activation Notice provides that such Incremental Term
Loans, Extended Term Loans and/or Replacement Term Loans shall be a part of a previously established Class of Term Loans.


 


“Shell Subsidiary”: any
Subsidiary of the Borrower that is a “shell” company having (a) assets (either directly or through any Subsidiary or
other Equity Interests) with an aggregate value not exceeding $1,000,000 and (b) no operations.


 


“Single Employer Plan”:
any Plan that is covered by Title IV of ERISA, but that is not a Multiemployer Plan.


 


“Solvent”: when used
with respect to any Person, means that, as of any date of determination, (a) the amount of the “present fair saleable value”
of the assets of such Person will, as of such date, exceed the amount of all “liabilities of such Person, contingent or otherwise”,
as of such date, as such quoted terms are determined in accordance with applicable federal and state laws governing determinations
of the insolvency of debtors, (b) the present fair saleable value of the assets of such Person will, as of such date, be greater
than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured,
(c) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business, and
(d) such Person will be able to pay its debts as they mature. For purposes of this definition, (i) “debt” means liability
on a “claim”, and (ii) “claim” means any (x) right to payment, whether or not such a right is reduced to
judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured
or (y) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such
right to an equitable remedy is reduced to judgment, fixed or contingent, matured or unmatured, disputed or undisputed, or secured
or unsecured.


 









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“Specified Cash Management Agreement”:
any agreement providing for treasury, depositary or cash management services, including in connection with any automated clearing
house transfers of funds and commercial card exposure, or any similar transactions between the Borrower or any of its Subsidiaries
and any Lender or Affiliate thereof (or any Person that was a Lender or an Affiliate of a Lender at the time any such agreement
was entered into).


 


“Specified Excluded Subsidiary”:
(i) any Foreign Subsidiary, (ii) any Shell Subsidiary, (iii) any Excluded Acquired Subsidiary, (iv) any Regulated Subsidiary and
any Subsidiary that is prohibited by any applicable requirement of law, rule or regulation of any Governmental Authority from becoming
a Guarantor or would require governmental (including regulatory) consent, approval, license or authorization to become a Guarantor
unless such consent, approval, license or authorization has been received, (v) any Subsidiary that is not a Wholly Owned Subsidiary
at the time it becomes a Subsidiary (for so long as it is not a Wholly Owned Subsidiary), (vi) any Subsidiary acquired on or after
the Restatement Effective Date that is prohibited from becoming a Guarantor by any contract existing on the date such Subsidiary
became a Subsidiary to the extent such contract was not created in contemplation thereof, (vii) any Subsidiary that is regulated
as an insurance company, (viii) any not-for-profit subsidiary, (ix) any Securitization Subsidiary and (x) any Foreign Holding Company.


 


“Specified Hedge Agreement”:
any Hedge Agreement (i) entered into by the Borrower or any of its Subsidiaries with any Person that is a Lender or an Affiliate
of a Lender at the time such Hedge Agreement is entered into and (ii) in the case of Hedge Agreements outstanding on the date hereof,
any such Hedge Agreement that was a “Specified Hedge Agreement” as defined in the Existing Credit Agreement.


 


“Specified Long-Term Indebtedness”:
any Indebtedness of the Borrower incurred pursuant to Section 7.2(e).


 


“Specified Revolving Maturity Date”:
as defined in Section 3.4(d).


 


“Specified Subordinated Debt”:
any Indebtedness of the Borrower issued directly or indirectly to any Qualified Parent Company, so long as such Indebtedness (a)
qualifies as Specified Long-Term Indebtedness and (b) has terms and conditions substantially identical to those set forth in Exhibit
D.


 


“Standard Securitization Undertakings”
means representations, warranties, covenants (including repurchase obligations) and indemnities entered into by the Borrower or
any Subsidiary of the Borrower that the Borrower has determined in good faith are customary for “non-recourse” accounts
receivables financings or factoring or securitization financings.


 


“Subsidiary”: as to any
Person, a corporation, partnership, limited liability company or other entity of which shares of stock or other ownership interests
having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening
of a contingency) to elect a majority of the board of directors or other managers of such corporation, partnership or other entity
are at the time owned, or the management of which is otherwise controlled, directly or indirectly, through one or more intermediaries,
or both, by such Person; provided, that Non-Recourse Subsidiaries shall be deemed not to constitute “Subsidiaries”
for the purposes of this Agreement (other than the definition of “Non-Recourse Subsidiary”). Unless otherwise qualified,
all references to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or
Subsidiaries of the Borrower.


 









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“Subsidiary Guarantor”:
each Subsidiary of the Borrower other than any Specified Excluded Subsidiary or, at the option of the Borrower, any De Minimis
Subsidiary, in each case to the extent that such Person has become a “Grantor” under the Guarantee and Collateral Agreement.


 


“Swingline Commitment”:
the obligation of the Swingline Lender to make Swingline Loans pursuant to Section 2.4 in an aggregate principal amount at any
one time outstanding not to exceed $500,000,000.


 


“Swingline Lender”: the
Administrative Agent, in its capacity as the lender of Swingline Loans.


 


“Swingline Loans”: as
defined in Section 2.4.


 


“Swingline Participation Amount”:
as defined in Section 2.5(c).


 


“Syndication Agents”:
the entities identified as such on the cover of this Agreement (including those entities identified as such immediately prior to
the Amendment No. 1 Effective Date).


 


“Term A-2 Loan”: as defined
in the Restated Credit Agreement.


 


“Term A-3 Loan”: as defined
in the Restated Credit Agreement.


 


“Term A-4 Loan”: as defined
in Section 2.1(c).


 


“Term A-2 Maturity Date”:
March 31, 2023.


 


“Term A-4 Maturity Date:”
February 1, 2025.


 


“Term B Loan” as defined
in the Restated Credit Agreement.


 


“Term B-1 Commitment”:
with respect to each Lender, the commitment of such Lender to make a Term B-1 Loan on the Amendment No. 1 Effective Date in an
aggregate principal amount equal to the amount set forth opposite such Lender’s name on Schedule I to Amendment No. 1.


 


“Term B-2 Commitment”:
with respect to each Lender, the commitment of such Lender to make a Term B-2 Loan on the Amendment No. 1 Effective Date in an
aggregate principal amount equal to the amount set forth opposite such Lender’s name on Schedule I to Amendment No. 1.


 


“Term B-1 Loan”: as defined
in Section 2.1(d)(1).


 


“Term B-2 Loan”: as defined
in Section 2.1(d)(2).


 


“Term B-1 Maturity Date”:
April 30, 2025.


 


“Term B-2 Maturity Date”:
February 1, 2027.


 


“Term Lender”: any Lender
that holds a Term Loan.


 


“Term Loan”: any Term
A-2 Loan, Term A-3 Loan, Term A-4 Loan, Term B Loan, Term B-1 Loan, Term B-2 Loan, Extended Term Loan, Replacement Term Loan or
Incremental Term Loan; provided that no Escrow Incremental Term Loan shall be deemed to be a Term Loan outstanding hereunder
until the Escrow Assumption with respect thereto shall have occurred.


 






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“Term Maturity Date”:
with respect to (i) the Term A-2 Loans, the Term A-2 Maturity Date, (ii) the Term A-4 Loans, the Term A-4 Maturity Date, (iii)
the Term B-1 Loans, the Term B-1 Maturity Date, (iv) the Term B-2 Loans, the Term B-2 Maturity Date, (v) the Incremental Term Loans
of any other Series, the Incremental Term Maturity Date for such Series, (vi) the Extended Term Loans of any Series, the Extended
Term Maturity Date for such Series and (vii) the Replacement Term Loans of any Series, the Replacement Term Maturity Date for such
Series.


 


“Test Date”: as defined
in Section 7.7(j).


 


“Total Assets”: the total
assets of the Borrower and its Subsidiaries on a consolidated basis in accordance with GAAP, as shown on the most recent balance
sheet of the Borrower delivered pursuant to Section 6.1(a) or (b).


 


“Total Net Proceeds”:
in connection with any Asset Sale or any Recovery Event, the sum, without duplication, of (a) the proceeds thereof in the form
of cash and Cash Equivalents and (b) the amount of any deferred payment of principal pursuant to a note or installment receivable
or purchase price adjustment receivable or otherwise (whether or not received at the time “Total Net Proceeds” is calculated
in connection with such Asset Sale or Recovery Event), net of attorneys’ fees, accountants’ fees, investment banking
fees and consultants’ fees (in each case, including costs and disbursements), amounts required to be applied to the repayment
of Indebtedness secured by a Lien expressly permitted hereunder on any asset that is the subject of such Asset Sale or Recovery
Event (other than any Lien pursuant to the Guarantee and Collateral Agreement or Liens that are subject to a First Lien Intercreditor
Agreement or a Junior Lien Intercreditor Agreement) and other customary fees and expenses actually incurred in connection therewith
and net of taxes paid or reasonably estimated to be payable as a result thereof (after taking into account any available tax credits
or deductions and any tax sharing arrangements).


 


“Total Revolving Commitments”:
at any time, the aggregate amount of the Revolving Commitments then in effect.


 


“Total Revolving Extensions of
Credit”: at any time, the aggregate amount of the Revolving Extensions of Credit outstanding at such time.


 


“Transferee”: any Assignee
or Participant.


 


“Type”: as to any Loan,
its nature as an ABR Loan or a Eurodollar Loan.


 


“United States”: the
United States of America.


 


“Weighted Average Life to Maturity”
when applied to any Indebtedness at any date, the number of years obtained by dividing (1) the sum of the products obtained
by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payment of principal,
including payment at final maturity, in respect thereof by (b) the number of years (calculated to the nearest one-twelfth) that
will elapse between such date and the making of such payment by (2) the then outstanding principal amount of such Indebtedness.


 


“Wholly Owned Subsidiary”:
as to any Person, any other Person all of the Equity Interests of which (other than directors’ qualifying shares required
by law) are owned by such Person directly or through other Wholly Owned Subsidiaries or a combination thereof.


 



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“Wholly Owned Subsidiary Guarantor”:
any Subsidiary Guarantor that is a Wholly Owned Subsidiary of the Borrower.


 


“Write-Down and Conversion Powers”
means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such EEA Resolution Authority from
time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers are described
in the “EU Bail-In Legislation Schedule.”


 


1.2.            
Other Definitional Provisions; Pro Forma Calculations.


 


(a)               
Unless otherwise specified therein, all terms defined in this Agreement shall have the defined meanings when used in the
other Loan Documents or any certificate or other document made or delivered pursuant hereto or thereto.


 


(b)               
As used herein and in the other Loan Documents, and any certificate or other document made or delivered pursuant hereto
or thereto, (i) accounting terms relating to Holdings, the Borrower and its Subsidiaries not defined in Section 1.1 and accounting
terms partly defined in Section 1.1, to the extent not defined, shall have the respective meanings given to them under GAAP, (ii)
the words “include”, “includes” and “including” shall be deemed to be followed by the phrase
 “without limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become
liable in respect of or suffer to exist (and the words “incurred” and “incurrence” shall have correlative
meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties, including cash, Equity Interests, securities, revenues,
accounts, leasehold interests, contract rights and any other “assets” as such term is defined under GAAP and (v) references
to agreements or other Contractual Obligations shall, unless otherwise specified, be deemed to refer to such agreements or Contractual
Obligations as amended, supplemented, restated or otherwise modified from time to time.


 


(c)               
Unless otherwise specified herein, the amount of a Letter of Credit at any time shall be deemed to be the stated amount
of such Letter of Credit in effect at such time; provided, however, that with respect to any Letter of Credit that,
by its terms or the terms of the Application or an amendment related thereto, provides for one or more automatic increases in the
stated amount thereof, the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit
after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time.


 


(d)               
The words “hereof”, “herein” and “hereunder” and words of similar import when used in
this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement, and Section, Schedule
and Exhibit references are to this Agreement unless otherwise specified.


 


(e)               
The meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 


(f)                 For
the purposes of calculating Annualized Operating Cash Flow, Annualized Pro Forma Operating Cash Flow and
Consolidated Operating Cash Flow for any period (a “Test Period”), (i) if at any time during the period (a
 “Pro Forma Period”) commencing on the second day of such Test Period and ending on the last day of such
Test Period (or, in the case of any pro forma calculation made pursuant hereto in respect of a particular transaction, ending
on the date such transaction is consummated and, unless otherwise expressly provided herein, after giving effect thereto),
the Borrower or any Subsidiary shall have made any Material Disposition, the Consolidated Operating Cash Flow for such Test
Period shall be reduced by an amount equal to the Consolidated Operating Cash Flow (if positive) attributable to the property
which is the subject of such Material Disposition for such Test Period or increased by an amount equal to the Consolidated
Operating Cash Flow (if negative) attributable thereto for such Test Period; (ii) if, during such Pro Forma Period, the
Borrower or any Subsidiary shall have made a Material Acquisition, the Consolidated Operating Cash Flow for such Test Period
shall be calculated after giving pro forma effect thereto (including the incurrence or assumption of any Indebtedness
in connection therewith) as if such Material Acquisition (and the incurrence or assumption of any such Indebtedness) occurred
on the first day of such Test Period; and (iii) if, during such Pro Forma Period, any Person that subsequently became a
Subsidiary or was merged with or into the Borrower or any Subsidiary during such Pro Forma Period shall have entered into any
disposition or acquisition transaction that would have required an adjustment pursuant to clause (i) or (ii) above if made by
the Borrower or a Subsidiary during such Pro Forma Period and Consolidated Operating Cash Flow for such Test Period shall be
calculated after giving pro forma effect thereto as if such transaction occurred on the first day of such Test Period.
For the purposes of this paragraph, pro forma calculations regarding the amount of income or earnings relating to any
Material Disposition or Material Acquisition shall in each case be determined in good faith by a Responsible Officer of the
Borrower. As used in this Section 1.2(f), “Material Acquisition” means any acquisition of property or
series of related acquisitions of property that (i) constitutes assets comprising all or substantially all of an operating
unit of a business or constitutes all or substantially all of the Equity Interests of a Person and (ii) involves the payment
of Consideration by the Borrower and its Subsidiaries in excess of $500,000,000; and “Material Disposition” means
any Disposition of property or series of related Dispositions of property that yields gross proceeds to the Borrower or any
of its Subsidiaries in excess of $500,000,000.


 






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(g)               
For avoidance of doubt, in order to determine pursuant to any provision of Section 7 that no Default or Event of Default
results from a particular transaction, pro forma compliance with Section 7.1 shall be required.


 


(h)               
All Loans, Letters of Credit and accrued and unpaid amounts (including interest and fees) owing by the Borrower to any Person
under the Existing Credit Agreement that have not been paid to such Persons on or prior to the Restatement Effective Date shall
continue as Loans, Letters of Credit and accrued and unpaid amounts hereunder on the Restatement Effective Date and shall be payable
on the dates such amounts would have been payable pursuant to the Existing Credit Agreement, and from and after the Restatement
Effective Date, interest, fees and other amounts shall accrue as provided under this Agreement.


 


(i)                
Any reference herein to a merger, transfer, consolidation, amalgamation, consolidation, assignment, sale, disposition or
transfer, or similar term, shall be deemed to apply to a division of or by a limited liability company, or an allocation of assets
to a series of a limited liability company (or the unwinding of such a division or allocation), as if it were a merger, transfer,
consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as applicable, to, of or
with a separate Person. Any division of a limited liability company shall constitute a separate Person hereunder (and each division
of any limited liability company that is a Subsidiary, joint venture or any other like term shall also constitute such a Person
or entity).


 


(j)                 Notwithstanding
anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other
compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires
that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with the incurrence
of any Indebtedness or Liens (including the granting of equal and ratable security with the Obligations) or the making of any
Investments, Restricted Payments, or Dispositions in connection with the consummation of a Limited Condition Acquisition, the
date of determination of such ratio and determination of whether any default or event of default has occurred, is
continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s
election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”),
be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA
Test Date”) and if, after such ratios and other provisions are measured on a pro forma basis after giving
effect to such Limited Condition Acquisition and the other transactions to be entered into in connection therewith as if they
occurred at the beginning of the applicable Test Period ending prior to the LCA Test Date, the Borrower could have taken such
action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have
been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such
ratio (including due to fluctuations in Annualized Operating Cash Flow of the Borrower) at or prior to the consummation of
the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a
result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted
hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition
Acquisition or related transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in
connection with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained in
Section 7.1) or basket availability with respect to any other incurrence of Indebtedness or Liens or the making of any
Investments, Restricted Payments, or Dispositions on or following the relevant LCA Test Date and prior to the earlier of the
date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited
Condition Transaction is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or
basket shall be calculated on a pro forma basis assuming such Limited Condition Acquisition and other transactions in
connection therewith have been consummated until such time as such Limited Condition Acquisition is consummated or the
Borrower gives the Administrative Agent notice that such Limited Condition Acquisition will not be consummated.


 






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1.3.            
Divisions. For all purposes under the Loan Documents, in connection with any division or plan of division under Delaware
law (or any comparable event under a different jurisdiction’s laws): (a) if any asset, right, obligation or liability of
any Person becomes the asset, right, obligation or liability of a different Person, then it shall be deemed to have been transferred
from the original Person to the subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed
to have been organized on the first date of its existence by the holders of its Equity Interests at such time.


 


SECTION 2           
AMOUNT AND TERMS OF COMMITMENTS


 


2.1.            
Loans and Commitments.


 


(a)               
Subject to the terms and conditions hereof, each Term A-2 Loan outstanding under the Existing Credit Agreement on the Restatement
Effective Date shall remain outstanding under this Agreement as a Term A-2 Loan. Term A-2 Loans that were Eurodollar Loans of a
particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the
Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest
Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (with the same
Eurodollar Rate). Term A-2 Loans that were ABR Loans immediately prior to the effectiveness of this Agreement on the Restatement
Effective Date shall initially be ABR Loans under this Agreement. The Term A-2 Loans may from time to time be Eurodollar Loans
or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.


 









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(b)               
Subject to the terms and conditions hereof, each Term A-3 Loan outstanding under the Existing Credit Agreement on the Restatement
Effective Date shall remain outstanding under this Agreement as a Term A-3 Loan. Term A-3 Loans that were Eurodollar Loans of a
particular Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this Agreement on the
Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche under this Agreement with an initial Interest
Period equal to the then remaining Interest Period for such Eurodollar Tranche under the Existing Credit Agreement (with the same
Eurodollar Rate). Term A-3 Loans that were ABR Loans immediately prior to the effectiveness of this Agreement on the Restatement
Effective Date shall initially be ABR Loans under this Agreement. The Term A-3 Loans may from time to time be Eurodollar Loans
or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.


 


(c)               
Subject to the terms and conditions hereof, each Converted Term A Loan of each Lender shall be converted into a loan in
Dollars (each a “Term A-4 Loan”) of such Lender in the same principal amount as such Converted Term A Loan on
the Amendment No. 1 Effective Date. The Term A-4 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by
the Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.


 


(d)               
(1) Subject to the terms and conditions hereof, (i) each Lender with a Term B-1 Commitment agrees to make a loan in Dollars
(each, a “Term B-1 Loan”; which term shall include each loan converted from a Converted Term B Loan pursuant
to subclause (ii) below) on the Amendment No. 1 Effective Date in an amount equal to its Term B-1 Commitment and (ii) each Converted
Term B Loan of each Lender that has indicated on its counterpart its election to convert its Converted Term B Loan to a Term B-1
Loan shall be converted into a Term B-1 Loan of such Lender in the same principal amount as such Converted Term B Loan on the Amendment
No. 1 Effective Date. The Term B-1 Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower
and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10. (2) Subject to the terms and conditions hereof,
(i) each Lender with a Term B-2 Commitment agrees to make a loan in Dollars (each, a “Term B-2 Loan”; which
term shall include each loan converted from a Converted Term B Loan pursuant to subclause (ii) below) on the Amendment No. 1 Effective
Date in an amount equal to its Term B-2 Commitment and (ii) each Converted Term B Loan of each Lender that has indicated on its
counterpart its election to convert its Converted Term B Loan to a Term B-2 Loan shall be converted into a Term B-2 Loan of such
Lender in the same principal amount as such Converted Term B Loan on the Amendment No. 1 Effective Date. The Term B-2 Loans may
from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower and notified to the Administrative Agent in accordance
with Sections 2.2 and 2.10.


 


(e)               
[Reserved]


 


(f)                 Subject
to the terms and conditions hereof, each Revolving Lender severally agrees to make revolving credit loans in Dollars ( the
 “Revolving Loans”) to the Borrower from time to time during the applicable Revolving Commitment
Period with respect to such Lender’s Revolving Commitment of each Class in an aggregate principal amount at any one
time outstanding which, when added to such Lender’s Revolving Percentage of such Class of Revolving Commitments of the
sum of (A) the L/C Obligations then outstanding with respect to each Letter of Credit and (B) the aggregate principal amount
of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s Revolving Commitment of such
Class. During the Revolving Commitment Period for any Revolving Commitment, the Borrower may use such Revolving Commitment by
borrowing, prepaying the Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and
conditions hereof. The Revolving Loans may from time to time be Eurodollar Loans or ABR Loans, as determined by the Borrower
and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.


 






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(g)                Following
the Restatement Effective Date, the Borrower (or, in the case of Escrow Incremental Term Loans, the Escrow Borrower) and any
one or more Lenders (including Persons that become Lenders in connection therewith) may from time to time agree that
such Lenders shall make Incremental Term Loans by executing and delivering to the Administrative Agent an Incremental
Activation Notice specifying (i) the amount of such Incremental Term Loans, (ii) the applicable Incremental Closing
Date, (iii) the applicable Incremental Term Maturity Date (which shall not be earlier than the Term B-2 Maturity Date;
provided that Incremental Term Loans shall not be required to comply with this clause (iii) or clause (iv) below so long as
(x) such Incremental Term Loans have an Incremental Term Maturity Date that is no earlier than the Term A-4 Maturity Date and
a Weighted Average Life to Maturity that is no shorter than the then remaining Weighted Average Life to Maturity of the Term
A-4 Loans and (y) the aggregate principal amount of such Incremental Term Loans outstanding at any time does not exceed 2.0x
Annualized Operating Cash Flow, calculated in the manner contemplated by Section 1.2(f) as if any Investment pursuant to
which such Indebtedness was incurred occurred on the first day of the applicable Test Period, for the most recent fiscal
quarter for which financial statements have been delivered pursuant to Section 6.1(a) or (b) prior to the incurrence of such
Incremental Term Loans, (iv)  the amortization schedule for such Incremental Term Loans; provided that, except as
permitted by the proviso to clause (iii) above, in no event will any Incremental Term Loans have a Weighted Average Life to
Maturity that is shorter than the then remaining Weighted Average Life to Maturity of the Term B-2 Loans, (v) the
Applicable Margin for such Incremental Term Loans and any prepayment premiums or call protection applicable thereto, (vi) the
proposed original issue discount applicable to such Incremental Term Loans, if any, (vii) whether, if applicable, such
Incremental Term Loans constitute Refinancing Term Loans or Escrow Incremental Term Loans, (viii) whether any provision of
this Agreement that requires a minimum final maturity or Weighted Average Life to Maturity for any other Indebtedness by
reference to any previously established Term Loans is following the Incremental Closing Date amended to provide a similar
benefit to such Incremental Term Loans, and (ix) any other terms and conditions that will apply to such Incremental Term
Loans; provided that, except as provided above, (x) such other terms and conditions shall be the same as or less
favorable to the Lenders providing such Incremental Term Loans than the terms and conditions of any then outstanding Class of
Term Loans, (y) such other terms and conditions shall not apply until all then outstanding Loans and Commitments (other than
such Incremental Term Loans) have been repaid and terminated, as applicable, or until approved by the Required Lenders or (z)
such other terms and conditions shall apply to Escrow Incremental Term Loans solely until the Escrow Assumption with respect
thereto occurs. Notwithstanding the foregoing, without the consent of the Required Lenders, (A) no Incremental Term Loans
(other than Escrow Incremental Term Loans) may be borrowed after the Restatement Effective Date if after giving effect to the
borrowing of such Incremental Term Loans and the application of proceeds therefrom on the date such Incremental Term Loans
are borrowed the aggregate principal amount of all Classes of Term Loans, First Lien Notes and Pre-Existing Debt would exceed
the First Lien Term Cap, (B) no Net Cash Proceeds of any Incremental Term Loans that are not Refinancing Term Loans shall be
directly applied to prepay outstanding Term Loans, (C) each increase effected pursuant to this paragraph shall be in a
minimum amount of at least $100,000,000, (D) subject to Section 1.2(j), no Incremental Term Loans (other than Escrow
Incremental Term Loans) may be borrowed if a Default or Event of Default is in existence after giving pro forma effect
thereto, (E) Escrow Incremental Term Loans shall not be deemed to be outstanding under this Agreement or any other Loan
Document for any purposes hereof (including, without limitation, for purposes of any financial calculation, the definition of
 “Obligations”, the definition of “Required Lenders” or Section 8 or Section 10.1 hereof) and the
obligations with respect thereto shall not be recourse to the Borrower or any Subsidiary Guarantor, in each case, unless and
until the Escrow Assumption with respect thereto has occurred and (F) the Escrow Assumption with respect to any Escrow
Incremental Term Loans shall not be permitted unless on the date thereof (and after giving effect thereto) the conditions set
forth in clauses (A) and (D) above would be satisfied if the Borrower was borrowing such Incremental Term Loans on the
date of such Escrow Assumption. With the consent of the Borrower and each of the Lenders with any Class of then outstanding
Incremental Term Loans and pursuant to an assumption agreement reasonably satisfactory to the Administrative Agent, an Escrow
Borrower may assume all obligations of the Borrower with respect to such Class of Term Loans (including with respect to the
full principal amount thereof and all accrued and unpaid interest and other amounts owing with respect thereto, in which
case, such Class of Incremental Term Loans shall thereafter be deemed to not be outstanding for purposes of this Agreement or
any other Loan Document and shall be Escrow Term Loans until such time, if any, as an Escrow Assumption with respect thereto
has occurred, at which time any such Escrow Term Loans that accrued interest at a rate based on the Eurodollar Rate
immediately prior to such Escrow Assumption shall constitute a Eurodollar Tranche with an initial Interest Period equal to
the then unexpired interest period applicable thereto immediately prior to such Escrow Assumption. No Lender shall have any
obligation to participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. The
consent of the Administrative Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required
for any Person to provide an Incremental Term Loan unless such Person, or an Affiliate thereof, was previously a Lender.
Notwithstanding the foregoing, with the consent of the holders of any Pre-Existing Debt, the Borrower and the Administrative
Agent (to the extent the consent of the Administrative Agent would be required for an assignment to any such holder, such
consent not to be unreasonably withheld), such Pre-Existing Debt may, pursuant to an Incremental Activation Notice, be deemed
to have been issued as Incremental Term Loans under this Agreement on the date of effectiveness of such Incremental
Activation Notice so long as the Incremental Term Loans resulting therefrom comply with the requirements set forth above
(other than clause (C)) that are applicable to Incremental Term Loans and thereafter, the terms of such Pre-Existing Debt
shall be governed by the terms of this Agreement (as modified by the applicable Incremental Activation Notice). To the
extent provided in the relevant Incremental Activation Notice with respect to any Refinancing Term Loans, any portion of the
Term Loans that would otherwise be repaid from the net proceeds of such Refinancing Term Loans may be converted on a
 “cashless roll” basis into such Refinancing Term Loans if agreed to by each Lender holding the Term Loans that
are so converted.


 






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(h)                The
Borrower may at any time and from time to time request that all or a portion of the Term Loans of any Class (an
 “Existing Class”) be converted to extend the scheduled maturity date(s) of any payment or payments of
principal (including at final maturity) with respect to such Term Loans (any such Term Loans which have been so converted,
 “Extended Term Loans”) and to provide for other terms consistent with this Section 2.1(h). In order to
establish a Series of Extended Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide
a copy of such notice to each of the Lenders under the applicable Existing Class) (an “Extension Request”)
setting forth the proposed terms of the Extended Term Loans to be established, which shall be identical in all material
respects to the Term Loans under the Existing Class from which such Extended Term Loans are to be converted except that (i)
all or any of the scheduled amortization payments of principal and payment at maturity of the Extended Term Loans may be
delayed to later dates than the scheduled amortization payments of principal and payment at maturity of the Term Loans of
such Existing Class to the extent provided in the applicable Incremental Activation Notice, (ii) the Applicable Margins with
respect to the Extended Term Loans may be different than the Applicable Margins for the Term Loans of such Existing Class and
upfront fees may be paid to the Extending Term Lenders, in each case, to the extent provided in the applicable Incremental
Activation Notice, (iii) [reserved] and (iv) the Incremental Activation Notice may provide for other covenants and terms (x)
that apply solely to any period after the latest final maturity of the Term Loans and Commitments in effect on the effective
date of the Incremental Activation Notice immediately prior to the establishment of such Extended Term Loans, or after
approval thereof by the Required Lenders or (y) that are less favorable to the holders of the Extended Term Loans than the
covenants and terms applicable to the Existing Class. The Borrowers shall provide the applicable Extension Request at
least five (5) Business Days prior to the date on which Lenders are requested to respond. No Lender shall have any obligation
to agree to have any of its Term Loans of any Existing Class converted into Extended Term Loans pursuant to any Extension
Request. Any Lender (an “Extending Term Lender”) wishing to have all or a portion of its Term Loans of the
applicable Existing Class subject to such Extension Request converted into Extended Term Loans shall notify the
Administrative Agent in writing (an “Extension Election”) on or prior to the date specified in such
Extension Request of the amount of its Term Loans of the applicable Existing Class which it has elected to request be
converted into Extended Term Loans (subject to any minimum denomination requirements reasonably imposed by the Administrative
Agent). In the event that the aggregate amount of Term Loans of the applicable Existing Class subject to Extension Elections
exceeds the amount of Extended Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing
Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata basis based on the amount of
Term Loans of the applicable Existing Class included in each such Extension Election. The final terms of the Extended Term
Loans (which shall be consistent with the Extension Request) and the allocations of the Extended Term Loans among the
Extending Term Lenders shall be as set forth in the applicable Incremental Activation Notice entered into by the Borrower and
the Administrative Agent. Each Extending Term Lender’s Election Request shall be deemed to be an authorization for the
Administrative Agent and the Borrower to enter into such Incremental Activation Notice in accordance with the requirements
set forth above in this Section 2.1(h) and to bind such Extending Term Lender thereby.


 






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(i)                 The
Borrower and any one or more Lenders (including Persons that become Lenders in connection therewith) may from time to time
agree that such Lenders will establish Revolving Commitments through (A) the provision of a new Revolving Commitment by any
such Lender or (B) the conversion of a previously established Revolving Commitment of any such Lender to such Extended
Revolving Commitment of such Lender (any Revolving Commitments being established pursuant to clause (A) or (B) above and in
accordance with this Section 2.1(i), an “Extended Revolving Commitment”, which for the avoidance of doubt,
shall also be a “Revolving Commitment”), in each case, by executing and delivering to the Administrative Agent an
Incremental Activation Notice specifying (i) the amount of Extended Revolving Commitments established thereby and
whether such Extended Revolving Commitments are being established pursuant to clause (A) or (B) of the foregoing sentence,
(ii) the Revolving Termination Date for such Extended Revolving Commitments; provided that the Revolving
Termination Date for any Extended Revolving Commitments shall in no event be earlier than the Revolving Termination Date for
the Revolving B Commitments in effect on the Amendment No. 1 Effective Date and (iii) the Applicable Margin for Revolving
Loans and fees in respect of participations in Letters of Credit pursuant to such Extended Revolving Commitments and the
Commitment Fee Rate for commitment fees payable with respect to such Extended Revolving Commitments; provided that the
Applicable Margins for Revolving Loans, fees in respect of participations in Letters of Credit and the Commitment Fee Rate
for all Revolving Commitments that have the same Revolving Termination Date shall be the same (although different upfront
fees may be paid by the Borrower). Except as set forth above, the terms of the Extended Revolving Commitments shall be
identical in all material respects to the Revolving B Commitments in effect on the Restatement Effective Date.
Notwithstanding the foregoing, without the consent of the Required Lenders, no Extended Revolving Commitments may be
established following the Amendment No. 1 Effective Date if after giving effect to the establishment of such Extended
Revolving Commitments (and any concurrent reduction in the amount of any other Revolving Commitments) the aggregate amount of
Revolving Commitments then in effect would exceed the Revolving Commitment Cap. No Lender shall have any obligation to
participate in any increase described in this paragraph unless it agrees to do so in its sole discretion. The consent of the
Administrative Agent and each Issuing Lender (such consents not to be unreasonably withheld, conditioned or delayed) shall be
required with respect to each Lender providing an Extended Revolving Commitment to the extent such Lender is not already a
Revolving Lender that is not a Defaulting Lender. On each date on which Extended Revolving Commitments are established, each
Revolving Lender shall purchase at par from and/or sell at par to each of the other Revolving Lenders such portions of the
outstanding Revolving Loans, if any, as may be specified by the Administrative Agent so that, immediately following such
purchases, all Eurodollar Tranches of Revolving Loans and all ABR Loans that are Revolving Loans shall be held by the
Revolving Lenders on a pro rata basis in accordance with their respective Revolving Percentages. Notwithstanding the
foregoing, with the consent of the holders of any revolving commitments under which Pre-Existing Debt may be borrowed, the
Borrower, the Administrative Agent, the Swingline Lender and each Issuing Lender (to the extent the consent of the
Administrative Agent, Swingline Lender and Issuing Lender would be required for an assignment to any such holder, each such
consent not to be unreasonably withheld), such revolving commitments may, pursuant to an Incremental Activation Notice, be
deemed to have been issued as Extended Revolving Commitments under this Agreement on the date of effectiveness of
such Incremental Activation Notice so long as the Extended Revolving Commitments resulting therefrom comply with the
requirements set forth above that are applicable to Extended Revolving Commitments and thereafter, the terms of such
Pre-Existing Debt shall be governed by the terms of this Agreement (as modified by the applicable Incremental Activation
Notice).


 






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(j)                
The Borrower and any one or more Lenders (including Persons that become Lenders in connection therewith) may from time to
time agree that such Lenders shall make Replacement Term Loans (which Replacement Term Loans may, at the election of the Borrower
and the applicable Lenders, be made in the form of a conversion of Term Loans of an existing Class into such Replacement Term Loans)
in order to replace in full or in part any Class of then outstanding Term Loans by executing and delivering to the Administrative
Agent an Incremental Activation Notice specifying (i) the amount of such Replacement Term Loans (which may be up to an amount
equal to the original aggregate principal amount of the Class of Term Loans being replaced plus, so long as the Borrower would
be in pro forma compliance with Section 7.1, the amount of any upfront fees or original issue discount thereon), (ii) the
date on which such Replacement Loans will be made, (iii) the applicable Replacement Term Maturity Date (which shall not be earlier
than the Term Maturity Date of the Class of Term Loans being replaced), (iv) the amortization schedule for such Replacement
Term Loans; provided that in no event shall any Replacement Term Loans have a Weighted Average Life to Maturity that is
shorter than the then remaining Weighted Average Life to Maturity of the Term Loans of the Class being replaced, (v) the Applicable
Margin for such Replacement Term Loans and any prepayment premiums or call protection applicable thereto, if any, (vi) the proposed
original issue discount applicable to such Replacement Term Loans, if any, (vii) whether any provision of this Agreement that requires
a minimum final maturity or Weighted Average Life to Maturity for any other Indebtedness by reference to any previously established
Term Loans is following the date such Replacement Term Loans are established amended to provide a similar benefit to such Replacement
Term Loans, (viii) any other terms and conditions that will apply to such Replacement Term Loans; provided that, except
as provided above, either (x) such other terms and conditions shall be the same as or less favorable to the Lenders providing such
Replacement Term Loans than the terms and conditions of the Class of Term Loans being replaced or (y) such other terms and conditions
shall not apply until all then outstanding Loans and Commitments (other than such Replacement Term Loans) have been repaid and
terminated, as applicable, or until approved by the Required Lenders. No Lender shall have any obligation to participate in any
Replacement Term Loans unless it agrees to do so in its sole discretion. The consent of the Administrative Agent (such consent
not to be unreasonably withheld, conditioned or delayed) shall be required for any Person to provide a Replacement Term Loan unless
such Person, or an Affiliate thereof, was previously a Lender.


 









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2.2.            
Procedure for Borrowing. In order to effect a borrowing hereunder, the Borrower shall give notice to the Administrative
Agent, which may be given by: (A) telephone or (B) a Notice of Borrowing (which notice must be received by the Administrative Agent
prior to 1:00 P.M., New York City time, (a) three Business Days prior to the requested Borrowing Date, in the case of Eurodollar
Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR Loans) (provided that any such Notice
of Borrowing of ABR Loans under the Revolving Facility to finance payments required by Section 3.5 may be given not later than
1:00 P.M. New York City time, on the date of the proposed borrowing and, provided, further, that any telephonic notice must be
confirmed immediately by delivery to the Administrative Agent of a Notice of Borrowing), specifying (i) the Class of Loan
to be borrowed and, in the case of Revolving Loans, the Class of Revolving Commitments under which such Revolving Loans are to
be made, (ii) the amount and Type of Loans to be borrowed, (iii) the requested Borrowing Date and (iv) in the case of
Eurodollar Loans, the respective amounts of each such Type of Loan and the respective lengths of the initial Interest Period therefor.
Each borrowing shall be in an aggregate amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of $1,000,000
in excess thereof (or, if the then aggregate relevant Available Revolving Commitments are less than $5,000,000, such lesser amount)
and (y) in the case of Eurodollar Loans, $10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that the Swingline
Lender may request, on behalf of the Borrower, borrowings under the relevant Revolving Commitments that are ABR Loans in other
amounts pursuant to Section 2.5. Upon receipt of any Notice of Borrowing from the Borrower, the Administrative Agent shall promptly
notify each relevant Lender thereof. Except as provided in Section 2.1(a), each relevant Lender will make the amount of its pro
rata share of each borrowing available to the Administrative Agent (in the case of any Revolving Loan, based on respective Revolving
Percentages of the Revolving Lenders with the relevant Class of Revolving Commitments) for the account of the Borrower at the Funding
Office prior to 10:00 A.M., New York City time (or 2:00 P.M., New York City time in respect of ABR Loans under the Revolving Facility
to finance payments required by Section 3.5), on the Borrowing Date requested by the Borrower in funds immediately available to
the Administrative Agent; provided that, in the event that any Revolving Lender fails to make available to the Administrative Agent
any portion of such amount prior to 10:30 A.M. New York City time (or 2:30 P.M., New York City time in respect of ABR Loans under
the Revolving Facility to finance payments required by Section 3.5) on the relevant Borrowing Date, the Borrower shall be deemed
to have provided notice to the Swingline Lender in accordance with Section 2.5 requesting a Swingline Loan in an amount equal to
the aggregate amount of any such shortfall, rounded up to the applicable whole multiple of $500,000 (but in no event exceeding,
together with all outstanding Swingline Loans, the Swingline Commitment). Such borrowing (including any such Swingline Loan) will
then be made available not later than 11:00 A.M., New York City time (or 3:00 P.M., New York City time in respect of ABR Loans
under the Revolving Facility to finance payments required by Section 3.5), to the Borrower by the Administrative Agent crediting
the account of the Borrower on the books of such office with the aggregate of the amounts made available to the Administrative
Agent by the relevant Lenders and in like funds as received by the Administrative Agent.


 


2.3.            
Repayment of Loans.


 


(a)             
The Term A-2 Loans of each Lender shall mature in 14 consecutive installments following the Amendment No. 1 Effective Date
on the dates and in the aggregate amounts for all Term A-2 Loans set forth below (it being understood that, in addition to reductions
resulting from optional and mandatory prepayments in accordance with Section 2.8 and Section 2.9, the aggregate principal amount
of amortization payable by the Borrower with respect to all Term A-2 Loans on any such date shall be reduced proportionately as
a result of any future conversion of Term A-2 Loans to Extended Term Loans following the Amendment No. 1 Effective Date and prior
to such date of payment):


 






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	Installment Date	 	Installment
    Amount	 
	December 31, 2019	 	$	2,845,857.34	 
	March 31, 2020	 	$	2,845,857.34	 
	June 30, 2020	 	$	2,845,857.34	 
	September 30, 2020	 	$	2,845,857.34	 
	December 31, 2020	 	$	2,845,857.34	 
	March 31, 2021	 	$	2,845,857.34	 
	June 30, 2021	 	$	2,845,857.34	 
	September 30, 2021	 	$	2,845,857.34	 
	December 31, 2021	 	$	2,845,857.34	 
	March 31, 2022	 	$	2,845,857.34	 
	June 30, 2022	 	$	2,845,857.34	 
	September 30, 2022	 	$	2,845,857.34	 
	December 31, 2022	 	$	2,845,857.34	 
	Term A-2 Maturity Date:	 	$	170,751,440.19	 



 


(b)             
The Term B Loans (other than the Converted Term B Loans) of each Term B Lender shall be repaid in full on the Amendment
No. 1 Effective Date.


 


(c)             
[reserved].


 


(d)             
The Term A-4 Loans of each Lender shall mature in 22 consecutive installments following the Amendment No. 1 Effective Date
on the dates and in the aggregate amounts for all Term A-4 Loans set forth below (it being understood that, in addition to reductions
resulting from optional and mandatory prepayments in accordance with Section 2.8 and Section 2.9, the aggregate principal amount
of amortization payable by the Borrower with respect to all Term A-4 Loans on any such date shall be reduced proportionately as
a result of any future conversion of Term A-4 Loans to Extended Term Loans following the Amendment No. 1 Effective Date and prior
to such date of payment):


 


	Installment Date	 	Installment Amount	 
	December 31, 2019	 	$	50,614,296.52	 
	March 31, 2020	 	$	50,614,296.52	 
	June 30, 2020	 	$	50,614,296.52	 
	September 30, 2020	 	$	50,614,296.52	 
	December 31, 2020	 	$	50,614,296.52	 
	March 31, 2021	 	$	50,614,296.52	 
	June 30, 2021	 	$	50,614,296.52	 
	September 30, 2021	 	$	50,614,296.52	 
	December 31, 2021	 	$	50,614,296.52	 
	March 31, 2022	 	$	50,614,296.52	 
	June 30, 2022	 	$	50,614,296.52	 
	September 30, 2022	 	$	50,614,296.52	 
	December 31, 2022	 	$	50,614,296.52	 
	March 31, 2023	 	$	50,614,296.52	 
	June 30, 2023	 	$	50,614,296.52	 
	September 30, 2023	 	$	50,614,296.52	 
	December 31, 2023	 	$	50,614,296.52	 
	March 31, 2024	 	$	50,614,296.52	 
	June 30, 2024	 	$	50,614,296.52	 
	September 30, 2024	 	$	50,614,296.52	 
	December 31, 2024	 	$	50,614,296.52	 
	Term A-4 Maturity Date:	 	$	2,986,243,494.66	 



 






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(e)               
The Term B-1 Loans of each Term B-1 Lender shall mature in 23 installments following the Amendment No. 1 Effective Date
(each due on the last day of each calendar quarter, except for such last installment), commencing on December 31, 2019, each of
which shall be in an amount equal to (i) in the case of the first 22 such remaining installments, $6,171,209.47 (it being understood
that, in addition to reductions resulting from optional and mandatory prepayments in accordance with Section 2.8 and Section 2.9,
the aggregate principal amount of amortization payable by the Borrower with respect to all Term B-1 Loans on any such date shall
be reduced proportionately as a result of any conversion of Term B-1 Loans to Extended Term Loans following the Amendment No. 1
Effective Date and prior to the date of such payment) and (ii) in the case of the last such installment (which shall be due on
the Term B-1 Maturity Date), the remaining principal balance of such Term B-1 Loans outstanding on such date.


 


(f)                
The Term B-2 Loans of each Term B-2 Lender shall mature in 30 installments following the Amendment No. 1 Effective Date
(each due on the last day of each calendar quarter, except for such last installment), commencing on December 31, 2019, each of
which shall be in an amount equal to (i) in the case of the first 29 such remaining installments, $$9,533,974.20 (it being understood
that, in addition to reductions resulting from optional and mandatory prepayments in accordance with Section 2.8 and Section 2.9,
the aggregate principal amount of amortization payable by the Borrower with respect to all Term B-2 Loans on any such date shall
be reduced proportionately as a result of any conversion of Term B-2 Loans to Extended Term Loans following the Amendment No. 1
Effective Date and prior to the date of such payment) and (ii) in the case of the last such installment (which shall be due on
the Term B-2 Maturity Date), the remaining principal balance of such Term B-2 Loans outstanding on such date.


 


(g)               
The Incremental Term Loans of each Class established following the Restatement Effective Date shall mature in installments
as specified in the Incremental Activation Notice pursuant to which such Incremental Term Loans were made (and subject to the limitations
contained in Section 2.1(h)).


 


(h)               
The Extended Term Loans of each Class shall mature in installments as specified in the Incremental Activation Notice pursuant
to which such Extended Term Loans were converted (and subject to the limitations contained in Section 2.1(h)).


 


(i)                
The Replacement Term Loans of each Class shall mature in installments as specified in the Incremental Activation Notice
pursuant to which such Replacement Term Loans were established (and subject to the limitations contained in Section 2.1(j)).


 


(j)                
The Borrower shall repay all outstanding Revolving Loans made pursuant to any Revolving Commitments on the Revolving Termination
Date for such Revolving Commitments. The Borrower shall repay all Swingline Loans on the first date on which the Revolving Termination
Date has occurred with respect to all Revolving Commitments (other than Revolving A Commitments).


 






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2.4.             Swingline
Commitment. Subject to the terms and conditions hereof, the Swingline Lender agrees, in reliance upon the agreements of
the other Lenders set forth in Section 2.5, to make a portion of the credit otherwise available to the Borrower under the
Revolving Commitments (other than Revolving A Commitments) from time to time during the Revolving Commitment Period for such
Revolving Commitments by making swingline loans (“Swingline Loans”) to the Borrower; provided that
(a) the aggregate principal amount of Swingline Loans outstanding at any time shall not exceed the Swingline Commitment
then in effect (notwithstanding that the Swingline Loans outstanding at any time, when aggregated with the Swingline
Lender’s other outstanding Revolving Loans hereunder, may exceed the Swingline Commitment then in effect) and the
aggregate amount of Swingline Loans made by Bank of America, N.A. shall not exceed the Revolving Commitment of Bank of
America, N.A. unless otherwise agreed by Bank of America, N.A. in its sole discretion), (b) the Borrower shall not request,
and the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such Swingline Loan, the
aggregate amount of the Available Revolving Commitments (excluding Revolving A Commitments) would be less than zero and (c)
the Swingline Lender shall be under no obligation to make any Swingline Loan at any time that any Revolving Lender is a
Defaulting Lender unless the Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash
Collateral, satisfactory to the Swingline Lender (in its sole discretion) with the Borrower or such Lender to eliminate such
Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to
the Defaulting Lender arising from either the Swingline Loan to be made and all other Swingline Loans as to which such
Swingline Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion. During the Revolving
Commitment Period for any Revolving Commitments (other than Revolving A Commitments), the Borrower may use the Swingline
Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions hereof. Swingline Loans
shall be ABR Loans only.


 


2.5.            
Procedure for Swingline Borrowing; Refunding of Swingline Loans.


 


(a)               
Whenever the Borrower desires that the Swingline Lender make Swingline Loans it shall give the Swingline Lender irrevocable
telephonic notice confirmed promptly in writing or such other form as approved by the Administrative Agent (including any form
on an electronic platform or electronic transmission system as shall be approved by the Administrative Agent pursuant), appropriately
completed and signed by a Responsible Officer of the Borrower (which notice must be received by the Swingline Lender not later
than 1:00 P.M., New York City time, on the proposed Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested
Borrowing Date (which shall be a Business Day during the Revolving Commitment Period for any Revolving Commitments). Each borrowing
under the Swingline Commitment shall be in an amount equal to $1,000,000 or a whole multiple of $500,000 in excess thereof. Not
later than 3:00 P.M., New York City time, on the Borrowing Date specified in a notice in respect of Swingline Loans, the Swingline
Lender shall make available to the Administrative Agent at the Funding Office an amount in immediately available funds equal to
the amount of the Swingline Loan to be made by the Swingline Lender. The Administrative Agent shall make the proceeds of such Swingline
Loan available to the Borrower on such Borrowing Date by depositing such proceeds in the account of the Borrower with the Administrative
Agent on such Borrowing Date in immediately available funds.


 


(b)                The
Swingline Lender, at any time and from time to time in its sole and absolute discretion and in consultation with the Borrower
(provided that the failure to so consult shall not affect the ability of the Swingline Lender to make the following
request) may, on behalf of the Borrower (which hereby irrevocably directs the Swingline Lender to act on its behalf), on one
Business Day’s notice given by the Swingline Lender no later than 1:00 P.M., New York City time, request each Revolving
Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an amount equal to such Revolving
Lender’s Revolving Percentage of the aggregate amount of the Swingline Loans (the “Refunded Swingline
Loans”) outstanding on the date of such notice, to repay the Swingline Lender. Each Revolving Lender shall make the
amount of such Revolving Loan available to the Administrative Agent at the Funding Office in immediately available funds, not
later than 12:00 Noon, New York City time, one Business Day after the date of such notice. The proceeds of such Revolving
Loans shall be immediately made available by the Administrative Agent to the Swingline Lender for application by the
Swingline Lender to the repayment of the Refunded Swingline Loans. The Borrower irrevocably authorizes the Swingline Lender
to charge the Borrower’s accounts with the Administrative Agent (up to the amount available in each such account) in
order to immediately pay the amount of such Refunded Swingline Loans to the extent amounts received from the Revolving
Lenders are not sufficient to repay in full such Refunded Swingline Loans.


 






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(c)               
If prior to the time a Revolving Loan would have otherwise been made pursuant to Section 2.5(b), one of the events described
in Section 8.1(g) shall have occurred and be continuing with respect to the Borrower or if for any other reason, as determined
by the Swingline Lender in its sole discretion, Revolving Loans may not be made as contemplated by Section 2.5(b), each Revolving
Lender shall, on the date such Revolving Loan was to have been made pursuant to the notice referred to in Section 2.5(b), purchase
for cash an undivided participating interest in the then outstanding Swingline Loans by paying to the Swingline Lender an amount
(the “Swingline Participation Amount”) equal to (i) such Revolving Lender’s Revolving Percentage times
(ii) the sum of the aggregate principal amount of Swingline Loans then outstanding that were to have been repaid with such Revolving
Loans.


 


(d)              
Whenever, at any time after the Swingline Lender has received from any Revolving Lender such Lender’s Swingline Participation
Amount, the Swingline Lender receives any payment on account of the Swingline Loans, the Swingline Lender will distribute to such
Lender its Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the period of
time during which such Lender’s participating interest was outstanding and funded and, in the case of principal and interest
payments, to reflect such Lender’s pro rata portion of such payment if such payment is not sufficient to pay the
principal of and interest on all Swingline Loans then due); provided, however, that in the event that such payment
received by the Swingline Lender is required to be returned, such Revolving Lender will return to the Swingline Lender any portion
thereof previously distributed to it by the Swingline Lender.


 


(e)               
Each Revolving Lender’s obligation to make the Loans referred to in Section 2.5(b) and to purchase participating interests
pursuant to Section 2.5(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (i) any
setoff, counterclaim, recoupment, defense or other right that such Revolving Lender or the Borrower may have against the Swingline
Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or continuance of a Default or an Event
of Default or the failure to satisfy any of the other conditions specified in Section 5; (iii) any adverse change in the condition
(financial or otherwise) of the Borrower; (iv) any breach of this Agreement or any other Loan Document by the Borrower, any other
Loan Party or any other Revolving Lender; or (v) any other circumstance, happening or event whatsoever, whether or not similar
to any of the foregoing.


 


2.6.            
Fees, Etc.


 


(a)              
The Borrower agrees to pay to the Administrative Agent for the account of each Revolving Lender a nonrefundable commitment
fee through the last day of the Revolving Commitment Period for such Revolving Lender’s Revolving Commitment computed at
the Commitment Fee Rate for such Revolving Commitment on the actual daily amount of the Available Revolving Commitment of such
Lender of such Class of Revolving Commitments, payable quarterly in arrears on the last day of each March, June, September and
December and on the Revolving Termination Date for such Revolving Commitments.


 


(b)             
The Borrower agrees to pay to the Administrative Agent the fees in the amounts and on the dates previously agreed to in
writing by the Borrower and the Administrative Agent.


 


(c)               
Notwithstanding anything to the contrary contained in this Agreement, at the time of the effectiveness of any Repricing
Transaction that is consummated prior to April 24, 2020, the Borrower agrees to pay to the Administrative Agent, for the ratable
account of each Lender with outstanding Term B-1 Loans and/or Term B-2 Loans subject to such Repricing Transaction, a fee in an
amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of the definition
thereof, the aggregate principal amount of all Term B-1 Loans and/or Term B-2 Loans of such Lender prepaid (or converted) in connection
with such Repricing Transaction and (y) in the case of a Repricing Transaction described in clause (b) of the definition
thereof, the aggregate principal amount of the Term B-1 Loans and/or Term B-2 Loans of such Lender outstanding immediately prior
to such amendment with respect to which such amendment constitutes a Repricing Transaction. Such fees shall be due and payable
upon the date of the effectiveness of such Repricing Transaction.


 






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2.7.            
Termination or Reduction of Commitments.


 


(a)              
The Borrower shall have the right, upon notice delivered to the Administrative Agent no later than 1:00 P.M., New York City
time, at least three Business Days prior to the proposed date of termination or reduction, to terminate the Revolving Commitments
or, from time to time, to reduce the amount of the Revolving Commitments of any Class; provided that no such termination
or reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans or Swingline Loans
made on the effective date thereof, the Revolving Extensions of Credit under such Class of Revolving Commitments of any Revolving
Lender would exceed such Revolving Lender’s Revolving Commitment of such Class. Any such partial reduction shall be in an
amount equal to $10,000,000, or a whole multiple of $1,000,000 in excess thereof, shall reduce permanently the Revolving Commitments
then in effect and shall be applied to reduce the Revolving Commitments of any Class as the Borrower may designate, but in any
event, in the case of Revolving Commitments with the same Revolving Termination Date, on a pro rata basis among such Revolving
Commitments based on the respective amount of such Revolving Commitments of each Revolving Lender. Each notice delivered by the
Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is conditioned upon the effectiveness
of other credit facilities (including under this Agreement) or incurrence of other Indebtedness, the consummation of a particular
Disposition, the occurrence of a change of control or other event), in which case such notice may be revoked by the Borrower (by
notice to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.


 


(b)             
The Term A-4 Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding
of such Lender’s Term A-4 Loan thereunder.


 


(c)             
The Term B-1 Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding
of such Lender’s Term B-1 Loan thereunder.


 


(d)             
The Term B-2 Commitment of each Lender will terminate on the Amendment No. 1 Effective Date immediately upon the funding
of such Lender’s Term B-2 Loan thereunder.


 


2.8.            
Optional Prepayments.


 


(a)              The
Borrower may at any time and from time to time prepay the Loans of any Class (and Revolving Loans under any Class
of Revolving Commitments selected by the Borrower), in whole or in part, without premium or penalty, upon notice in such form
as may be approved by the Administrative Agent (including any form on an electronic platform or electronic transmission
system as shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible Officer,
delivered to the Administrative Agent no later than 1:00 P.M., New York City time, at least three Business Days prior thereto
in the case of Eurodollar Loans and no later than 1:00 P.M., New York City time, at least one Business Day prior thereto in
the case of ABR Loans, which notice shall specify the date and amount of prepayment, the Class of Loans being prepaid and
whether the prepayment is of Eurodollar Loans or ABR Loans; provided, that if a Eurodollar Loan is prepaid on any day
other than the last day of the Interest Period applicable thereto, the Borrower shall also pay any amounts owing pursuant to
Section 2.18. Upon receipt of any such notice, the Administrative Agent shall promptly notify each relevant Lender thereof.
If any such notice is given, the amount specified in such notice shall be due and payable on the date specified therein,
together with (except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to such date on
the amount prepaid. Partial prepayments of Term Loans and Revolving Loans pursuant to this Section 2.8(a) shall be in an
aggregate principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Partial prepayments of
Swingline Loans shall be in an aggregate principal amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.
Each notice delivered by the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that
it is conditioned upon the effectiveness of other credit facilities (including under this Agreement) or incurrence of other
Indebtedness, the consummation of a particular Disposition, the occurrence of a change of control or other event), in which
case such notice may be revoked by the Borrower (by notice to the Administrative Agent on or prior to the specified
prepayment date) if such condition is not satisfied. Any prepayment of Loans of any Class (or Revolving Loans under any
Revolving Commitments, as the case may be) pursuant to this Section 2.8(a) shall be applied to the Loans of such Class (or
the Revolving Loans under such Class of Revolving Commitments as the case may be) of each Lender on a pro rata basis
in accordance with the respective amounts of such Loans held by each such Lender.


 






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(b)               
(i) Notwithstanding anything to the contrary in Section 2.8(a), the Borrower shall have the right at any time and from time
to time to prepay Term Loans of any Class, to the Lenders at a prepayment price which is less than, equal to or greater than the
principal amount of such Term Loans and on a non pro rata basis (each, an “Offered Voluntary Prepayment”) pursuant
to the procedures described in this Section 2.8(b); provided that (A) no Offered Voluntary Prepayment may be made if a Default
or Event of Default has occurred and is continuing, (B) any Offered Voluntary Prepayment shall be offered to all Lenders with Term
Loans of the Class selected by the Borrower on a pro rata basis and (C) the Borrower shall deliver to the Administrative
Agent a certificate of a Responsible Officer of the Borrower stating that (1) no Default or Event of Default has occurred and is
continuing or would result from such Offered Voluntary Prepayment and (2) each of the conditions to such Offered Voluntary Prepayment
contained in this Section 2.8(b) has been satisfied.


 


(ii)      To the extent the Borrower seeks
to make an Offered Voluntary Prepayment, the Borrower will provide written notice from a Responsible Officer of the Borrower to
the Administrative Agent (each, an “Offered Prepayment Option Notice”) that the Borrower desires to prepay
Term Loans of a specified Class in an aggregate principal amount specified therein by the Borrower (each, a “Proposed
Offered Prepayment Amount”). The Proposed Offered Prepayment Amount shall not be less than $25,000,000 (or such lesser
amount if the Term Loans of such specified Class have a lower aggregate amount outstanding at such time). The Offered Prepayment
Option Notice shall further specify with respect to the proposed Offered Voluntary Prepayment: (A) the Proposed Offered Prepayment
Amount for Term Loans and the Class of Term Loans with respect to such offer is being made, (B) an offered prepayment price range
(which may be a single percentage) selected by the Borrower with respect to such proposed Offered Voluntary Prepayment equal to
a percentage of par of the principal amount of Term Loans of the applicable Class (the “Offered Range”) and
(C) the date by which Lenders are required to indicate their election to participate in such proposed Offered Voluntary Prepayment
(the “Acceptance Date”) which shall be at least five Business Days following the date of such Offered
Prepayment Option Notice is delivered.


 


(iii)      Upon receipt of an Offered Prepayment
Option Notice, the Administrative Agent shall promptly notify each applicable Lender thereof. On or prior to the Acceptance Date,
each such Lender may specify by written notice in form reasonably satisfactory to the Administrative Agent (each, a “Lender
Participation Notice”; it being understood that a Lender may deliver more than one Lender Participation Notice, and that
each such Lender Participation Notice of such Lender shall constitute an independent and unconditional offer, and no such Lender
Participation Notice may be contingent on the making of any prepayment with respect to the Offered Loans in respect of any other
Lender Participation Notice, or otherwise be contingent or conditional in any way) to the Administrative Agent (A) a minimum price
(the “Acceptable Price”) within the Offered Range at which such Lender is willing to accept a prepayment of
a portion of its Term Loans of the applicable Class and (B) a maximum principal amount (subject to rounding requirements specified
by the Administrative Agent) of Term Loans of such Class held by such Lender with respect to which such Lender is willing to permit
an Offered Voluntary Prepayment at the Acceptable Price (“Offered Loans”). Based on the Acceptable Prices and
principal amounts of Term Loans of the applicable Class specified by the Lenders in the applicable Lender Participation Notice,
the Administrative Agent, in consultation with the Borrower, shall determine the applicable prepayment price for Term Loans pursuant
to such Offered Voluntary Prepayment (the “Applicable Price”), which Applicable Price shall be (A) the percentage
specified by the Borrower if the Borrower has selected a single percentage pursuant to Section 2.8(b)(ii) for the Offered Voluntary
Prepayment or (B) otherwise, the lowest Acceptable Price at which the Borrower can pay the Proposed Offered Prepayment Amount in
full (determined by adding the principal amounts of Offered Loans commencing with the Offered Loans with the lowest Acceptable
Price); provided, however, that in the event that such Proposed Offered Prepayment Amount cannot be repaid in full
at any Acceptable Price, the Applicable Price shall be the highest Acceptable Price specified by the Lenders that is within the
Offered Range. The Applicable Price shall be applicable for all Lenders who have offered to participate in the Offered Voluntary
Prepayment and have Qualifying Loans (as defined below). Any Lender with outstanding Loans whose Lender Participation Notice is
not received by the Administrative Agent by the Acceptance Date shall be deemed to have declined to accept an Offered Voluntary
Prepayment of any of its Loans at the Applicable Price.


 


(iv)     The Borrower shall make an Offered
Voluntary Prepayment by prepaying those Term Loans (or the respective portions thereof) of the applicable Class offered by the
Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or less than the Applicable
Price (“Qualifying Loans”) at the Applicable Price; provided that if the aggregate proceeds required
to prepay all Qualifying Loans (disregarding any interest payable at such time) would exceed the amount of aggregate proceeds required
to prepay the Proposed Offered Prepayment Amount, such amounts in each case calculated by applying the Applicable Price, the Borrower
shall prepay such Qualifying Loans ratably among the Qualifying Lenders based on their respective principal amounts of such Qualifying
Loans (subject to rounding requirements specified by the Administrative Agent). If the aggregate proceeds required to prepay all
Qualifying Loans (disregarding any interest payable at such time) would be less than the amount of aggregate proceeds required
to prepay the Proposed Offered Prepayment Amount, such amounts in each case calculated by applying the Applicable Price, the Borrower
shall prepay all Qualifying Loans.


 






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(v)     Each
Offered Voluntary Prepayment shall be made within five Business Days of the Acceptance Date (or such later date as the
Administrative Agent shall reasonably agree, given the time required to calculate the Applicable Price and determine the
amount and holders of Qualifying Loans), without premium or penalty (and not subject to Section 2.18), upon irrevocable
notice (each an “Offered Voluntary Prepayment Notice”), delivered to the Administrative Agent no later
than 1:00 P.M., New York City time, three Business Days prior to the date of such Offered Voluntary Prepayment, which
notice shall specify the date and amount of the Offered Voluntary Prepayment and the Applicable Price determined by the
Administrative Agent. Upon receipt of any Offered Voluntary Prepayment Notice, the Administrative Agent shall promptly notify
each relevant Lender thereof. If any Offered Voluntary Prepayment Notice is given, the amount specified in such notice shall
be due and payable to the applicable Lenders, subject to the Applicable Price on the applicable Term Loans, on the date
specified therein together with accrued interest (on the par principal amount) to but not including such date on the amount
prepaid.


 


(vi)      Prior to the delivery of an Offered
Voluntary Prepayment Notice, upon written notice to the Administrative Agent, (A) the Borrower may withdraw its offer to make an
Offered Voluntary Prepayment pursuant to any Offered Prepayment Option Notice and (B) any Lender may withdraw its offer to participate
in any Offered Voluntary Prepayment pursuant to any Lender Participation Notice.


 


(vii)      To the extent not expressly provided
for herein, each Offered Voluntary Prepayment shall be consummated pursuant to reasonable procedures (including as to timing, rounding,
minimum amounts, Type and Interest Periods and calculation of Applicable Price in accordance with Section 2.8(b)(iii) above) established
by the Administrative Agent in consultation with the Borrower. It is understood and agreed that the Borrower may employ a financial
institution or other advisor (whether or not an affiliate of the Administrative Agent) to act as an arranger in connection with
any Offered Voluntary Prepayment and, in such event, the Administrative Agent agrees, subject to its internal agency policies,
to provide such reasonable cooperation as may be requested by the Borrower in order to facilitate communications from such arranger
to the Lenders and otherwise to provide access to Lender Participation Notices.


 


(viii)      Each of the Borrower and the Lenders
acknowledges and agrees that Administrative Agent may perform any and all of its duties under this Section 2.8(b) by itself or
through any Affiliate of the Administrative Agent and expressly consents to any such delegation of duties by the Administrative
Agent such Affiliate and the performance of such delegated duties by such Affiliate. The exculpatory provisions pursuant to this
Agreement shall apply to each Affiliate of the Administrative Agent and its respective activities in connection with any Offered
Voluntary Prepayment provided for in this Section 2.8 as well as activities of the Administrative Agent. Notwithstanding anything
set forth herein, the Administrative Agent shall not be required to serve as the auction agent for, or have any other obligations
to participate in (other than mechanical administrative duties), or facilitate, any Offered Voluntary Prepayment unless it is reasonably
satisfied with the terms and restrictions of such auction.


 


2.9.            
Mandatory Prepayments.


 


(a)                If
on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Asset Sale or Recovery Event
then, with respect to an amount equal to 75% of such Net Cash Proceeds (“Allocated Proceeds”; provided that
the Borrower or such Subsidiary may instead deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net
Proceeds to the Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the
Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not Reinvestment Proceeds, such
Allocated Proceeds shall be applied on the fifth Business Day after the date such proceeds are received toward the prepayment
of the Term Loans or (ii) if such Allocated Proceeds are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an
amount equal to the relevant Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the
manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent that the
terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari passu basis with the
Obligations under this Agreement require that a portion of such Allocated Proceeds be applied to purchase First Lien Notes or
Pre-Existing Debt pursuant to a mandatory offer to purchase such First Lien Notes or Pre-Existing Debt, such Allocated
Proceeds may be applied to prepay Term Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or
Pre-Existing Debt on a pro rata basis based on the respective amounts of Term Loans and First Lien Notes and/or
Pre-Existing Debt then outstanding.


 






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(b)             
If on any date the Borrower or any of its Subsidiaries shall receive Net Cash Proceeds from any Debt Incurrence Prepayment
Event then an amount equal to 100% of such Net Cash Proceeds shall be applied toward the prepayment of the Term Loans in the manner
specified in Section 2.9(c).


 


(c)             
The application of any amounts required to be applied to a prepayment of Term Loans pursuant to Section 2.9(a) shall be
made on a pro rata basis to each Class of Term Loans then outstanding (except to the extent that any Incremental Activation
Notice for any Class of Incremental Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term
Loans shall participate on a lesser basis or not participate at all). The application of any amounts required to be applied to
a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the Borrower’s option (by notice to the Administrative
Agent), either (i) on a pro rata basis to each Class of Term Loans then outstanding or (ii) to the Term Loans of each Class
selected by the Borrower. Amounts required to be applied to the prepayment of Term Loans of any Class shall be applied first,
to ABR Loans of such Class and, second, to Eurodollar Loans of such Class. Each prepayment of the Term Loans under this
Section 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount prepaid.


 


2.10.         
Conversion and Continuation Options.


 


(a)             
The Borrower may elect from time to time to convert Eurodollar Loans of any Class to ABR Loans of such Class by giving the
Administrative Agent at least two Business Days’ prior irrevocable notice of such election, provided that any such
conversion of Eurodollar Loans may only be made on the last day of an Interest Period with respect thereto. The Borrower may elect
from time to time to convert ABR Loans of any Class to Eurodollar Loans of such Class by giving the Administrative Agent irrevocable
notice of such election no later than 1:00 P.M. New York City time, on the third Business Day prior to the proposed conversion
date (which notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be converted
into a Eurodollar Loan when any Event of Default has occurred and is continuing. Upon receipt of any such notice the Administrative
Agent shall promptly notify each relevant Lender thereof.


 


(b)             
Any Eurodollar Loan may be continued as such by the Borrower giving irrevocable notice to the Administrative Agent at least
three Business Days prior to the expiration of the then current Interest Period, in accordance with the applicable provisions of
the term “Interest Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to
such Loans, provided that (i) if so required by the Administrative Agent, no Eurodollar Loan may be continued as such when
any Event of Default has occurred and is continuing and (ii) if the Borrower shall fail to give any required notice as described
above in this paragraph, the relevant Eurodollar Loans shall be automatically converted to Eurodollar Loans having a one-month
Interest Period on the last day of the then expiring Interest Period. Upon receipt of any such notice, the Administrative Agent
shall promptly notify each relevant Lender thereof.


 


2.11.         
Limitations on Eurodollar Tranches. Notwithstanding anything to the contrary in this Agreement, all borrowings, conversions
and continuations of Eurodollar Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be
made pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the Eurodollar Loans
comprising each Eurodollar Tranche shall be equal to $10,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no
more than fifteen Eurodollar Tranches shall be outstanding at any one time.


 


2.12.         
Interest Rates and Payment Dates.


 


(a)              
Each Eurodollar Loan shall bear interest for each day during each Interest Period with respect thereto at a rate per annum
equal to the Eurodollar Rate determined for such day plus the Applicable Margin.


 






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(b)             
Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the Applicable Margin.


 


(c)              
(i) If all or a portion of the principal amount of any Loan or Reimbursement Obligation shall not be paid when due (whether
at the stated maturity, by acceleration or otherwise), all outstanding Loans and Reimbursement Obligations (whether or not overdue)
shall bear interest at a rate per annum equal to (x) in the case of the Loans, the rate that would otherwise be applicable thereto
pursuant to the foregoing provisions of this Section plus 2% or (y) in the case of Reimbursement Obligations, the Applicable
Margins (based on the Revolving Percentages of the Revolving Lenders in such Reimbursement Obligations) for ABR Loans under the
applicable Revolving Commitments participating in Letters of Credit plus 2%, and (ii) if all or a portion of any interest
payable on any Loan or Reimbursement Obligation or any commitment fee or other amount payable hereunder shall not be paid when
due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall bear interest at a rate per annum
equal to the rate then applicable to ABR Loans of the relevant Class (and, in the case of the amount payable to any Revolving Lender,
based on the Applicable Margins then in effect for such Revolving Lender’s Revolving Commitments) plus 2% (or, in
the case of any such other amounts that do not relate to a particular Class, the rate then applicable to ABR Loans under the Revolving
Facility (based on the highest Applicable Margins then in effect for any Revolving Commitments) plus 2%), in each case,
with respect to clauses (i) and (ii) above, from the date of such non-payment until such amount is paid in full (as well after
as before judgment).


 


(d)              
Interest shall be payable in arrears on each Interest Payment Date, provided that interest accruing pursuant to paragraph
(c) of this Section shall be payable from time to time on demand.


 


2.13.          
Computation of Interest and Fees.


 


(a)              
Interest and fees payable pursuant hereto shall be calculated on the basis of a 360-day year for the actual days elapsed,
except that, with respect to ABR Loans, the interest thereon shall be calculated on the basis of a 365- (or 366-, as the case may
be) day year for the actual days elapsed. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant
Lenders of each determination of a Eurodollar Rate. Any change in the interest rate on a Loan resulting from a change in the ABR
or the Eurocurrency Reserve Requirements shall become effective as of the opening of business on the day on which such change becomes
effective. The Administrative Agent shall as soon as practicable notify the Borrower and the relevant Lenders of the effective
date and the amount of each such change in interest rate.


 


(b)                Each
determination of an interest rate by the Administrative Agent pursuant to any provision of this Agreement shall be conclusive
and binding on the Borrower and the Lenders in the absence of manifest error. The Administrative Agent shall, at the request
of the Borrower, deliver to the Borrower a statement showing the quotations used by the Administrative Agent in
determining any interest rate pursuant to Section 2.12(a).


 


2.14.         
Inability to Determine Interest Rate. If prior to the first day of any Interest Period:


 


(a)       the
Administrative Agent shall have determined (which determination shall be conclusive and binding upon the Borrower) that, by reason
of circumstances affecting the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar Rate
for such Interest Period, or


 


(b)       the
Administrative Agent shall have received notice from the Majority Facility Lenders in respect of any Class of Loans that the Eurodollar
Rate determined or to be determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders (as
conclusively certified by such Lenders) of making or maintaining their affected Loans during such Interest Period,


 






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the Administrative Agent shall give telecopy or telephonic notice
thereof to the Borrower and the relevant Lenders as soon as practicable thereafter. If such notice is given, (x) any Eurodollar
Loans of the relevant Class requested to be made on the first day of such Interest Period shall be made as ABR Loans, (y) any
Loans of the relevant Class that were to have been converted on the first day of such Interest Period to Eurodollar Loans shall
be continued as ABR Loans and (z) any outstanding Eurodollar Loans of the relevant Class shall be converted, on the last day of
the then-current Interest Period, to ABR Loans. Until such notice has been withdrawn by the Administrative Agent, no further Eurodollar
Loans of the relevant Class shall be made or continued as such, nor shall the Borrower have the right to convert Loans of the relevant
Class to Eurodollar Loans.


 


Notwithstanding anything to the contrary in
this Agreement or any other Loan Documents, if the Administrative Agent determines (which determination shall be conclusive absent
manifest error), or the Borrower or Required Lenders notify the Administrative Agent (with, in the case of the Required Lenders,
a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined, that:


 


		(i)	adequate and reasonable means do not exist for ascertaining the LIBOR Screen Rate for any requested Interest Period, including,
without limitation, because the LIBOR Screen Rate is not available or published on a current basis and such circumstances are unlikely
to be temporary; or



 


		(ii)	the administrator of the LIBOR Screen Rate or a Governmental Authority having jurisdiction over the Administrative Agent has
made a public statement identifying a specific date after which the Eurodollar Base Rate or the LIBOR Screen Rate shall no longer
be made available, or used for determining the interest rate of loans (such specific date, the “Scheduled Unavailability
Date”), or



 


		(iii)	syndicated loans currently being executed, or that include language similar to that contained in this Section, are being executed
or amended (as applicable) to incorporate or adopt a new benchmark interest rate to replace the Eurodollar Base Rate,



 


then, reasonably promptly after such determination by the
Administrative Agent or receipt by the Administrative Agent of such notice, as applicable, the Administrative Agent and the
Borrower may amend this Agreement to replace the Eurodollar Base Rate with an alternate benchmark rate (including any
mathematical or other adjustments to the benchmark (if any) incorporated therein), giving due consideration to any evolving
or then existing convention for similar U.S. dollar denominated syndicated credit facilities for such alternative benchmarks
(any such proposed rate, a “LIBOR Successor Rate”), together with any agreed LIBOR Successor Rate
Conforming Changes and any such amendment shall become effective at 5:00 p.m. (New York time) on the fifth Business Day after
the Administrative Agent shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such
time, Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that such Required
Lenders do not accept such amendment.


 






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Further, and notwithstanding anything to
the contrary in the foregoing paragraph, the Borrower and the Required Lenders may upon not less than 25 Business Days’ prior
written notice (or such shorter notice period as to which the Administrative Agent may consent) to the Administrative Agent select
a different LIBOR Successor Rate as long as it is practicable for the Administrative Agent to administer such different rate (such
practicability being determined by the Administrative Agent in its reasonable discretion).


 


If no LIBOR Successor Rate has been determined
and the circumstances under clause (i) above exist or the Scheduled Unavailability Date has occurred (as applicable), the
Administrative Agent will promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders
to make or maintain Eurodollar Loans shall be suspended, (to the extent of the affected Eurodollar Loans or Interest Periods until
a LIBOR Successor Rate has been determined).  Upon receipt of such notice, the Borrower may revoke any pending request for
a Borrowing of, conversion to or continuation of Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or
Interest Periods) or, failing that, will be deemed to have converted such request into a request for a Notice of Borrowing of ABR
Loans in the amount specified therein.


 


2.15.         
Pro Rata Treatment and Payments.


 


(a)               
Except for payments pursuant to Section 2.8(b) (which shall reduce only all installments of principal on the Term Loans
prepaid), the amount of each principal prepayment of Term Loans of any Class shall be applied to reduce the then remaining installments
of principal of such Class on a pro rata basis based upon the then remaining principal amount of such installments. Amounts repaid
or prepaid on account of the Term Loans may not be reborrowed.


 


(b)                All
payments (including prepayments) to be made by the Borrower hereunder, whether on account of principal, interest, fees or
otherwise, shall be made without setoff or counterclaim and shall be made prior to 1:00 P.M., New York City time, on the
due date thereof to the Administrative Agent, for the account of the applicable Lenders, at the Funding Office, in Dollars
and in immediately available funds. The Administrative Agent shall distribute such payments to the Lenders entitled thereto
promptly upon receipt in like funds as received. If at any time insufficient funds are received by and available to the
Administrative Agent to pay fully all amounts of principal, Reimbursement Obligations, interest, fees and other amounts then
due and payable by the Borrower hereunder, such funds shall be applied (i) first, towards payment of interest and fees
then due hereunder, ratably among the parties entitled thereto in accordance with the amounts of interest and fees then due
to such parties, and (ii) second, towards payment of principal and Reimbursement Obligations then due hereunder,
ratably among the parties entitled thereto in accordance with the amounts of principal and Reimbursement Obligations then due
to such parties, and (iii) third, towards the payment of all other amounts then due hereunder, ratably among the
parties entitled thereto in accordance with the amount of such amounts then due to such parties. If any payment hereunder
(other than payments on the Eurodollar Loans) becomes due and payable on a day other than a Business Day, such payment shall
be extended to the next succeeding Business Day. If any payment on a Eurodollar Loan becomes due and payable on a day other
than a Business Day, the maturity thereof shall be extended to the next succeeding Business Day unless the result of such
extension would be to extend such payment into another calendar month, in which event such payment shall be made on the
immediately preceding Business Day. In the case of any extension of any payment of principal pursuant to the preceding two
sentences, interest thereon shall be payable at the then applicable rate during such extension.


 






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(c)             
Unless the Administrative Agent shall have been notified in writing by any Lender prior to a borrowing that such Lender
will not make the amount that would constitute its share of such borrowing available to the Administrative Agent, the Administrative
Agent may assume that such Lender is making such amount available to the Administrative Agent, and the Administrative Agent may,
in reliance upon such assumption, make available to the Borrower a corresponding amount. If such amount is not made available to
the Administrative Agent by the required time on the Borrowing Date therefor, such Lender shall pay to the Administrative Agent,
on demand, such amount with interest thereon at a rate equal to the greater of (i) the daily average Federal Funds Effective Rate
for the period until such Lender makes such amount immediately available to the Administrative Agent and (ii) a rate determined
by the Administrative Agent in accordance with banking industry rules on interbank compensation. A certificate of the Administrative
Agent submitted to any Lender with respect to any amounts owing under this paragraph shall be conclusive in the absence of manifest
error. If such Lender’s share of such borrowing is not made available to the Administrative Agent by such Lender within three
Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to recover such amount with interest thereon
at the rate per annum applicable to ABR Loans of the relevant Class, on demand, from the Borrower. Nothing in this paragraph shall
be deemed to limit the rights of the Administrative Agent or the Borrower against any Lender.


 


(d)             
Unless the Administrative Agent shall have been notified in writing by the Borrower prior to the date of any payment being
made hereunder that the Borrower will not make such payment to the Administrative Agent, the Administrative Agent may assume that
the Borrower is making such payment, and the Administrative Agent may, but shall not be required to, in reliance upon such assumption,
make available to the Lenders their respective shares of a corresponding amount. If such payment is not made to the Administrative
Agent by the Borrower within three Business Days of such required date, the Administrative Agent shall be entitled to recover,
on demand, from each Lender to which any amount which was made available pursuant to the preceding sentence, such amount with interest
thereon at the rate per annum equal to the daily average Federal Funds Effective Rate. Nothing herein shall be deemed to limit
the rights of the Administrative Agent or any Lender against the Borrower.


 


(e)             
If any Lender makes available to the Administrative Agent funds for any Loan to be made by such Lender as provided in the
foregoing provisions of this Section 2, and such funds are not made available to the Borrower by the Administrative Agent because
the conditions to the applicable Loan set forth in Section 5.2 are not satisfied or waived in accordance with the terms hereof,
the Administrative Agent shall return such funds (in like funds as received from such Lender) to such Lender, without interest.


 


2.16.         
Requirements of Law.


 


(a)            
If any Change in Law:


 


(i)              
shall subject any Lender (including any Issuing Lender) to any tax of any kind whatsoever with respect to this Agreement,
any Letter of Credit, any Application or any Eurodollar Loan made by it, or change the basis of taxation of payments to such Lender
in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, Other Taxes, and taxes for which a Lender would have
been entitled to an additional payment pursuant to Section 2.17(a) but for an exclusion set forth therein);


 


(ii)              
shall impose, modify or hold applicable any reserve, special deposit, compulsory loan or similar requirement against assets
held by, deposits or other liabilities in or for the account of, advances, loans or other extensions of credit by, or any other
acquisition of funds by, any office of such Lender that is not otherwise included in the determination of the Eurodollar Rate hereunder;
or


 






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(iii)              
shall impose on such Lender or Issuing Lender any other condition;


 


and the result of any of the foregoing is to increase the cost
to such Lender or Issuing Lender, by an amount that such Lender or Issuing Lender deems to be material, of making, converting into,
continuing or maintaining Eurodollar Loans or issuing or participating in Letters of Credit, or to reduce any amount receivable
hereunder in respect thereof, then, in any such case, the Borrower shall promptly pay such Lender or Issuing Lender, upon its demand,
any additional amounts necessary to compensate such Lender for such increased cost or reduced amount receivable. The Borrower shall
not be required to compensate any Lender for any claim of increased costs to such Lender of agreeing to make or making, funding
or maintaining any Loans from the adoption of an alternate rate of interest pursuant to Section 2.14. If any Lender or Issuing
Lender becomes entitled to claim any additional amounts pursuant to this paragraph, it shall promptly notify the Borrower (with
a copy to the Administrative Agent) of the event by reason of which it has become so entitled.


 


(b)               
If any Lender or Issuing Lender shall have determined that any Change in Law regarding capital adequacy or in the interpretation
or application thereof or compliance by such Lender or any corporation controlling such Lender therewith shall have the effect
of reducing the rate of return on such Lender’s or Issuing Lender’s or such corporation’s capital as a consequence
of its obligations hereunder or under or in respect of any Letter of Credit to a level below that which such Lender or Issuing
Lender or such corporation could have achieved but for such Change in Law (taking into consideration such Lender’s or Issuing
Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by such Lender or Issuing
Lender to be material, then from time to time, after submission by such Lender or Issuing Lender to the Borrower (with a copy to
the Administrative Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or amounts
as will compensate such Lender or Issuing Lender for such reduction; provided that the Borrower shall not be required to
compensate a Lender or Issuing Lender pursuant to this paragraph for any amounts incurred more than six months prior to the date
that such Lender or Issuing Lender notifies the Borrower of such Lender’s or Issuing Lender’s intention to claim compensation
therefor; and provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such
six-month period shall be extended to include the period of such retroactive effect.


 


(c)               
A certificate as to any additional amounts payable pursuant to this Section submitted by any Lender or Issuing Lender to
the Borrower (with a copy to the Administrative Agent) shall be conclusive in the absence of manifest error. The obligations of
the Borrower pursuant to this Section shall survive the termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.


 


2.17.         
Taxes.


 


(a)             
All payments made by the Borrower under this Agreement shall be made free and clear of, and without deduction or withholding
for or on account of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions or
withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, excluding net income
taxes and franchise taxes (imposed in lieu of net income taxes) and branch profits taxes, in each case, imposed on the Administrative
Agent or any Lender as a result of a present or former connection between the Administrative Agent or such Lender and the jurisdiction
of the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or therein (other than
any such connection arising solely from the Administrative Agent or such Lender having executed, delivered or performed its obligations
or received a payment under, received or perfected a security interest under, engaged in any other transaction pursuant to, or
enforced, this Agreement or any other Loan Document), and excluding any U.S. federal withholding Taxes under FATCA imposed on the
Administrative Agent or any Lender. If any such non-excluded taxes, levies, imposts, duties, charges, fees, deductions or withholdings
(“Non-Excluded Taxes”) or Other Taxes are required to be withheld from any amounts payable to the Administrative
Agent or any Lender hereunder, the amounts so payable to the Administrative Agent or such Lender shall be increased to the extent
necessary to yield to the Administrative Agent or such Lender (after payment of all Non-Excluded Taxes and Other Taxes) interest
or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however,
that the Borrower shall not be required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes
(i) that are attributable to such Lender’s failure to comply with the requirements of paragraph (d) or (e) of this Section
or (ii) that are United States withholding taxes imposed on amounts payable to such Lender (A) at the time the Lender becomes a
party to this Agreement, except to the extent that such Lender’s assignor (if any) was entitled, immediately prior to the
assignment, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph
or (B) at the time that such Lender changes its lending office, except to the extent that such Lender was entitled, immediately
prior to the change, to receive additional amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph.


 






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(b)             
In addition, the Borrower shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable
law.


 


(c)             
Whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower, as promptly as possible thereafter the Borrower
shall send to the Administrative Agent for its own account or for the account of the relevant Lender, as the case may be, a certified
copy of an original official receipt received by the Borrower showing payment thereof, a copy of the return reporting such payment
or such other evidence of payment reasonably satisfactory to the Administrative Agent. If the Borrower fails to pay any Non-Excluded
Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Administrative Agent the required receipts
or other required documentary evidence, the Borrower shall indemnify the Administrative Agent and the Lenders for any incremental
taxes, interest or penalties that may become payable by the Administrative Agent or any Lender as a result of any such failure.


 


(d)              Each
Lender (or Transferee) that is not a “U.S. Person” as defined in Section 7701(a)(30) of the Code (a
 “Non-U.S. Lender”) shall deliver to the Borrower and the Administrative Agent (or, in the case of a
Participant, to the Lender from which the related participation shall have been purchased) two copies of either U.S. Internal
Revenue Service Form W-8BEN (or W-8BEN-E) or Form W-8ECI, or, in the case of a Non-U.S. Lender claiming exemption from U.S.
federal withholding tax under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio
interest”, a statement substantially in the form of Exhibit C and a Form W-8BEN (or W-8BEN-E), or any subsequent
versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming complete
exemption from U.S. federal withholding tax on all payments by the Borrower under this Agreement and the other Loan
Documents. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement
(or, in the case of any Participant, on or before the date such Participant purchases the related participation). In
addition, each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously
delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify the Borrower at any time it determines that it
is no longer in a position to provide any previously delivered certificate to the Borrower (or any other form of
certification adopted by the U.S. taxing authorities for such purpose). The inability of a Non-U.S. Lender (or a
Transferee) to deliver any form pursuant to this Section 2.17(d) as a result of a change in law after the date such Lender
(or a Transferee) becomes a Lender (or a Transferee) hereunder or as a result of a change in circumstances of the Borrower or
the use of proceeds of such Lender’s (or Transferee’s) Loans shall not constitute a failure to comply with this
Section 2.17(d) and accordingly the indemnities to which such Person is entitled pursuant to this Section 2.17 shall not be
affected as a result of such inability. If a Lender (or Transferee) as to which the preceding sentence does not apply is
unable to deliver any form pursuant to this Section 2.17(d), the sole consequence of such failure to deliver as a result of
such inability shall be that the indemnity described in Section 2.17(a) hereof for any Non-Excluded Taxes shall not be
available to such Lender or Transferee with respect to the period that would otherwise be covered by such form. Each Lender
(or Transferee) that is a “U.S. Person” as defined in Section 7701(a)(30) of the Code shall deliver to the
Borrower and the Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation
shall have been purchased) two copies of U.S. Internal Revenue Service Form W-9 certifying that such Lender is exempt from
U.S. federal backup withholding tax. On or before the Administrative Agent becomes a party to this Agreement, the
Administrative Agent shall provide to the Borrower two copies of the documentation prescribed in clause (i) or (ii), as
applicable: (i) U.S. Internal Revenue Service Form W-9 or (ii), with respect to payments received on its own behalf, IRS Form
W-8ECI and, with respect to payments received on account of any Lender, a U.S. federal branch withholding certificate on U.S.
Internal Revenue Service Form W-8IMY evidencing the Administrative Agent’s agreement to be treated as a U.S. Person for
federal withholding purposes; provided that no Administrative Agent shall be required to deliver any documentation
pursuant to this Section 2.17(d) that it is not legally eligible to deliver as a result of a Change in Law occurring after
the date hereof.


 


(e)             
A Lender that is entitled to an exemption from non-U.S. withholding tax under the law of the jurisdiction in which the Borrower
is located, or any treaty to which such jurisdiction is a party, with respect to payments under this Agreement shall deliver to
the Borrower (with a copy to the Administrative Agent), at the time or times prescribed by applicable law or reasonably requested
by the Borrower, such properly completed and executed documentation prescribed by applicable law as will permit such payments to
be made without withholding, provided that such Lender is legally entitled to complete, execute and deliver such documentation
and in such Lender’s judgment such completion, execution or submission would not materially prejudice the legal position
of such Lender.


 






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(f)               Any
Lender (or Transferee) claiming any indemnity payment or additional amounts payable pursuant to Section 2.17(a) shall use
reasonable efforts (consistent with legal and regulatory restrictions) to file any certificate or document reasonably
requested in writing by the Borrower if the making of such a filing would avoid the need for or reduce the amount of any such
indemnity payment or additional amounts that may thereafter accrue. If any party determines, in its sole discretion exercised
in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section
(including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount
equal to such refund (but only to the extent of indemnity payments (including additional amounts) made under this Section
with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such
indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to
such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the
amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant
Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental
Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required
to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified
party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to
indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification
payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require
any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems
confidential) to the indemnifying party or any other Person.


 


(g)              
If a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding tax imposed by FATCA
if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section
1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the time
or times prescribed by law and at such time or times reasonably requested by the Borrower or the Administrative Agent such documentation
prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation
reasonably requested by the Borrower or the Administrative Agent as may be necessary for the Borrower and the Administrative Agent
to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations
under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (D), “FATCA”
shall include any amendments made to FATCA after the date of this Agreement.


 


(h)               
The agreements in this Section shall survive the termination of this Agreement and the payment of the Loans and all other
amounts payable hereunder.


 


2.18.          Indemnity.
The Borrower agrees to indemnify each Lender and to hold each Lender harmless from any loss or expense that such Lender may
sustain or incur as a consequence of (a) default by the Borrower in making a borrowing of, conversion into or
continuation of Eurodollar Loans after the Borrower has given a notice requesting the same in accordance with the
provisions of this Agreement, (b) default by the Borrower in making any prepayment of or conversion from Eurodollar Loans
after the Borrower has given a notice thereof in accordance with the provisions of this Agreement or (c) the making of a
scheduled amortization payment or prepayment of Eurodollar Loans on a day that is not the last day of an Interest Period with
respect thereto. Such indemnification may include an amount equal to the excess, if any, of (i) the amount of interest that
would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period from the date of such
prepayment or of such failure to borrow, convert or continue to the last day of such Interest Period (or, in the case of a
failure to borrow, convert or continue, the Interest Period that would have commenced on the date of such failure) in each
case at the applicable rate of interest for such Loans provided for herein (excluding, however, the Applicable Margin
included therein, if any) over (ii) the amount of interest (as reasonably determined by such Lender) that would have
accrued to such Lender on such amount by placing such amount on deposit for a comparable period with leading banks in the
interbank eurodollar market; provided that such calculation may not take into account any Eurodollar
 “floor”. A certificate as to any amounts payable pursuant to this Section submitted to the Borrower by any Lender
shall be conclusive in the absence of manifest error. This covenant shall survive the termination of this Agreement and the
payment of the Loans and all other amounts payable hereunder.


 






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2.19.         
Change of Lending Office. Each Lender agrees that, upon the occurrence of any event giving rise to the operation
of Section 2.16 or 2.17(a) with respect to such Lender, it will, if requested by the Borrower, use reasonable efforts (subject
to overall policy considerations of such Lender) to designate another lending office for any Loans affected by such event with
the object of avoiding the consequences of such event; provided, that such designation is made on terms that, in the sole
judgment of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory disadvantage, and
provided, further, that nothing in this Section shall affect or postpone any of the obligations of any Borrower or
the rights of any Lender pursuant to Section 2.16 or 2.17(a).


 


2.20.         
Replacement of Lenders. The Borrower shall be permitted to replace any Lender that (a) requests reimbursement for
amounts owing pursuant to Section 2.16 or 2.17(a) or (b) becomes a Defaulting Lender, with a replacement financial institution;
provided that (i) such replacement does not conflict with any Requirement of Law, (ii) no Event of Default shall have occurred
and be continuing at the time of such replacement, (iii) in the case of clause (a), prior to any such replacement, such Lender
shall have taken no action under Section 2.19 which has eliminated the continued need for payment of amounts owing pursuant to
Section 2.16 or 2.17(a), (iv) the replacement financial institution shall purchase, at par, all Loans and other amounts owing to
such replaced Lender on or prior to the date of replacement, (v) the Borrower shall be liable to such replaced Lender under Section
2.18 if any Eurodollar Loan owing to such replaced Lender shall be purchased other than on the last day of the Interest Period
relating thereto, (vi) the replacement financial institution, if not already a Lender, shall be reasonably satisfactory to the
Administrative Agent (and, if a Revolving Commitment is being assigned, such replacement financial institution, if not previously
a Revolving Lender that is not a Defaulting Lender, shall be reasonably satisfactory to the Administrative Agent and, except in
the case of a Revolving A Commitment, each Issuing Lender), (vii) the replaced Lender shall be obligated to make such replacement
in accordance with the provisions of Section 10.6 (provided that the Borrower shall be obligated to pay the registration and processing
fee referred to therein), (viii) until such time as such replacement shall be consummated, the Borrower shall pay all additional
amounts (if any) required pursuant to Section 2.16 or 2.17(a), as the case may be, and (ix) any such replacement shall not
be deemed to be a waiver of any rights that the Borrower, the Agents or any other Lender shall have against the replaced Lender.


 


In the event that any Lender (a
 “Non-Consenting Lender”) fails to consent to any proposed amendment, modification, termination, waiver or
consent with respect to any provision hereof or of any other Loan Document that requires the unanimous approval of all of the
Lenders or the approval of all of the Lenders directly affected thereby, in each case in accordance with the terms of Section
10.1, the Borrower shall be permitted to replace such Non-Consenting Lender with a replacement financial institution
satisfactory to the Administrative Agent (if such replacement financial institution was not already a Lender) and, if such
replacement involves the assignment of a Revolving Commitment (other than a Revolving A Commitment) to a Person other than a
Revolving Lender that is not a Defaulting Lender, the Administrative Agent and each Issuing Lender, so long as the consent of
the Required Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or consent; provided
that (i) such replacement does not conflict with any applicable law, treaty, rule or regulation or determination of an
arbitrator or a court or other Governmental Authority, (ii) the replacement financial institution shall purchase, at par, all
Loans and other amounts owing to the Non-Consenting Lender pursuant to the Loan Documents on or prior to the date of
replacement, (iii) the replacement financial institution shall approve the proposed amendment, modification,
termination, waiver or consent, (iv) the Borrower shall be liable to the Non-Consenting Lender under Section 2.18 if any
Eurodollar Loan owing to the Non-Consenting Lender shall be purchased other than on the last day of the Interest Period
relating thereto, (v) the Non-Consenting Lender shall be obligated to make such replacement in accordance with the
provisions of Section 10.6(c) (provided that the Borrower shall be obligated to pay the registration and processing fee
referred to therein), (vi) until such time as such replacement shall be consummated, the Borrower shall pay to the
Non-Consenting Lender all additional amounts (if any) required pursuant to Section 2.16, 2.17 or 2.18, as the case may be,
(vii) the Borrower provides at least three Business Days’ prior notice to the Non-Consenting Lender, and (viii) any
such replacement shall not be deemed to be a waiver of any rights that the Borrower, the Administrative Agent or any other
Lender shall have against the Non-Consenting Lender. In the event any Non-Consenting Lender fails to execute the agreements
required under Section 10.6 in connection with an assignment pursuant to this Section 2.20, the Borrower may, upon two
Business Days’ prior notice to the Non-Consenting Lender, execute such agreements on behalf of the Non-Consenting
Lender.


 






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2.21.         
Defaulting Lenders.


 


(a)             
Adjustments. Notwithstanding anything to the contrary contained in this Agreement, if any Revolving Lender becomes
a Defaulting Lender, then, until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable
Law:


 


(i)         Reallocation
of Payments. Any payment of principal, interest, fees or other amounts received by the Administrative Agent for the
account of that Defaulting Lender (whether voluntary or mandatory, at maturity, pursuant to Section 8.2 or otherwise, and
including any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to Section 10.7),
shall be applied at such time or times as may be determined by the Administrative Agent as follows: first, to the
payment of any amounts owing by that Defaulting Lender to the Administrative Agent hereunder; second, to the payment
on a pro rata basis of any amounts owing by that Defaulting Lender to each Issuing Lender and Swingline Lender hereunder; third,
if so determined by the Administrative Agent or requested by an Issuing Lender or Swingline Lender, to be held as Cash
Collateral for future funding obligations of that Defaulting Lender of any participation in any Swingline Loan or Letter of
Credit based upon the Fronting Exposure arising from that Defaulting Lender; fourth, as the Borrower may request (so
long as no Default or Event of Default exists), to the funding of any Revolving Loan in respect of which that Defaulting
Lender has failed to fund its portion thereof as required by this Agreement, as determined by the Administrative Agent; fifth,
if so determined by the Administrative Agent and the Borrower, to be held in a non-interest bearing deposit account and
released in order to satisfy obligations of that Defaulting Lender to fund Revolving Loans under this Agreement; sixth,
to the payment of any amounts owing to the Lenders, the Issuing Lender or Swingline Lender as a result of any judgment of a
court of competent jurisdiction obtained by any Lender, the Issuing Lender or Swingline Lender against that Defaulting Lender
as a result of that Defaulting Lender’s breach of its obligations under this Agreement; seventh, so long as no
Default or Event of Default exists, to the payment of any amounts owing to the Borrower as a result of any judgment of a
court of competent jurisdiction obtained by the Borrower against that Defaulting Lender as a result of that Defaulting
Lender’s breach of its obligations under this Agreement; and eighth, to that Defaulting Lender or as otherwise
directed by a court of competent jurisdiction; provided that if (x) such payment is a payment of the principal amount
of any Loans or any unreimbursed drawing under any Letter of Credit in respect of which that Defaulting Lender has not fully
funded its appropriate share and (y) such Loans were made or Letters of Credit were issued at a time when the conditions set
forth in Section 5.2 were satisfied or waived, such payment shall be applied solely to pay the Loans of, and unreimbursed
drawings under Letters of Credit owed to, all non-Defaulting Lenders on a pro rata basis prior to being applied to the
payment of any Loans of, or unreimbursed drawings under Letters of Credit owed to, that Defaulting Lender. Any payments,
prepayments or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a
Defaulting Lender or to post Cash Collateral pursuant to this Section 2.21(a)(i) shall be deemed paid to and redirected
by that Defaulting Lender, and each Lender irrevocably consents hereto.


 


(ii)       
Certain Fees. That Defaulting Lender (x) shall not be entitled to receive any commitment fee pursuant to Section
2.6(a) for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee
that otherwise would have been required to have been paid to that Defaulting Lender during such period) (and the Borrower shall
(A) be required to pay to each applicable Issuing Lender and the Swingline Lender, as applicable, the amount of such fee allocable
to its Fronting Exposure arising from that Defaulting Lender and (B) not be required to pay the remaining amount of such fee that
otherwise would have been required to have been paid to that Defaulting Lender, in each case, during such period that such Lender
is a Defaulting Lender) and (y) shall be limited in its right to receive fees in respect of Letters of Credit as provided in Section
3.3(a).


 






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(iii)      
Reallocation of Revolving Percentages to Reduce Fronting Exposure. During any period in which there is a Defaulting
Lender, for purposes of computing the amount of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations
in Letters of Credit or Swingline Loans pursuant to Sections 2.5 and 3.4, the “Revolving Percentage” of each non-Defaulting
Lender shall be computed without giving effect to the Revolving Commitment of that Defaulting Lender (but subject to the other
limitations contained in the definition of Revolving Percentage relating to Later Expiring Letters of Credit); provided,
that (i) each such reallocation shall be given effect only if, at the date the applicable Lender becomes a Defaulting Lender, no
Default or Event of Default exists; and (ii) the aggregate obligation of each non-Defaulting Lender to acquire, refinance or fund
participations in Letters of Credit and Swingline Loans shall not exceed the positive difference, if any, of (1) the Revolving
Commitment of that non-Defaulting Lender minus (2) the aggregate outstanding amount of the Revolving Loans of that Lender.
Subject to Section 10.19, no reallocation hereunder shall constitute a waiver or release of any claim of any party hereunder against
a Defaulting Lender arising from that Lender having become a Defaulting Lender, including any claim of a Non-Defaulting Lender
as a result of such Non-Defaulting Lender’s increased exposure following such reallocation.


 


(b)             Defaulting
Lender Cure. If the Borrower, the Administrative Agent, Swingline Lender and each Issuing Lender agree in writing in
their sole discretion that a Defaulting Lender no longer falls under the definition of Defaulting Lender, the
Administrative Agent will so notify the Revolving Lenders, whereupon as of the effective date specified in such notice and
subject to any conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that Lender
will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the other Lenders or take such
other actions as the Administrative Agent may determine to be necessary to cause the Revolving Loans and funded and unfunded
participations in Letters of Credit and Swingline Loans to be held on a pro rata basis by the Revolving Lenders in accordance
with their Revolving Percentages (without giving effect to Section 2.21(a)(iii) but giving effect to the other limitations
set forth in the definition of Revolving Percentage relating to Later Expiring Letters of Credit), whereupon that Lender will
cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued
or payments made by or on behalf of the Borrower while that Lender was a Defaulting Lender; and provided, further,
that except to the extent otherwise expressly agreed by the affected parties or except as provided in Section 10.19, no
change hereunder from Defaulting Lender to Lender will constitute a waiver or release of any claim of any party hereunder
arising from that Lender’s having been a Defaulting Lender.





 




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2.22.         
Obligations of Lenders Several. The obligations of the Lenders hereunder to make Term Loans and Revolving Loans,
to fund participations in Letters of Credit and Swingline Loans, as applicable, and to make payments pursuant to Section 9.7 are
several and not joint. The failure of any Lender to make any Loan, to fund any such participation or to make any payment under
Section 9.7 on any date required hereunder shall not relieve any other Lender of its corresponding obligation (if any) to do so
on such date, and no Lender shall be responsible for the failure of any other Lender to so make its Loan, to purchase its participation
or to make its payment under Section 9.7.


 


2.23.         
Permitted Debt Exchanges.


 


(a)         
Notwithstanding anything to the contrary contained in this Agreement, pursuant to one or more offers (each, a “Permitted
Debt Exchange Offer”) made from time to time by the Borrower to all Lenders (other than, with respect to any Permitted
Debt Exchange Offer that constitutes an offering of securities, any Lender that (A) if requested by the Borrower, is unable to
certify that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities Act), (ii) an
institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “U.S. person”
(as defined in Rule 902 under the Securities Act) or (B) is not legally permitted to own or hold securities) with outstanding Term
Loans of a particular Class, the Borrower may from time to time consummate one or more exchanges of such Term Loans for Indebtedness
(in the form of senior secured, senior unsecured, senior subordinated, or subordinated notes or loans) (such Indebtedness, “Permitted
Debt Exchange Notes” and each such exchange, a “Permitted Debt Exchange”), so long as the following
conditions are satisfied:


 


(i)         
each such Permitted Debt Exchange Offer shall be made on a pro rata basis to the Term Lenders (other than, with respect
to any Permitted Debt Exchange Offer that constitutes an offering of securities, any Lender that (A) if requested by the Borrower,
is unable to certify that it is (i) a “qualified institutional buyer” (as defined in Rule 144A under the Securities
Act), (ii) an institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a
 “U.S. person” (as defined in Rule 902 under the Securities Act) or (B) is not legally permitted to own or hold securities)
of each applicable Class based on their respective aggregate principal amounts of outstanding Term Loans under each such Class;


 


(ii)         
the aggregate principal amount (calculated on the face amount thereof) of such Permitted Debt Exchange Notes shall not exceed
the aggregate principal amount (calculated on the face amount thereof) of Term Loans so refinanced, except by an amount equal to
any fees, expenses, commissions, underwriting discounts and premiums payable in connection with such Permitted Debt Exchange;


 


(iii)         
the stated final maturity of such Permitted Debt Exchange Notes is not earlier than the Term Maturity Date for the Class
or Classes of Term Loans being exchanged, and such stated final maturity is not subject to any conditions that could result in
such stated final maturity occurring on a date that precedes such Term Maturity Date (it being understood that acceleration or
mandatory repayment, prepayment, redemption or repurchase of such Permitted Debt Exchange Notes upon the occurrence of an event
of default, a change in control, an event of loss or an asset disposition shall not be deemed to constitute a change in the stated
final maturity thereof);


 






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(iv)         
such Permitted Debt Exchange Notes are not required to be repaid, prepaid, redeemed, repurchased or defeased, whether on
one or more fixed dates, upon the occurrence of one or more events or at the option of any holder thereof (except, in each case,
upon the occurrence of an event of default, a change in control, an event of loss or an asset disposition) prior to the Term Maturity
Date for the Class or Classes of Term Loans being exchanged, provided that, notwithstanding the foregoing, scheduled amortization
payments (however denominated, including scheduled offers to repurchase) of such Permitted Debt Exchange Notes shall be permitted
so long as the Weighted Average Life to Maturity of such Indebtedness shall be longer than the remaining Weighted Average Life
to Maturity of the Class or Classes of Term Loans being exchanged;


 


(v)         
no Subsidiary is a borrower or guarantor with respect to such Indebtedness unless such Subsidiary is a Subsidiary Guarantor
which shall have previously or substantially concurrently guaranteed the Obligations;


 


(vi)         
if such Permitted Debt Exchange Notes are secured (A) such Permitted Debt Exchange Notes are not secured by any assets not
securing the Obligations under this Agreement unless such assets substantially concurrently secure the Obligations under this Agreement
and (B) the beneficiaries thereof (or an agent on their behalf) shall have (1) become party to a First Lien Intercreditor Agreement
pursuant to the terms thereof or (2) entered into a customary intercreditor agreement with the Administrative Agent that is reasonably
satisfactory to the Administrative Agent and the Borrower;


 


(vii)         
the terms and conditions of such Permitted Debt Exchange Notes (excluding pricing and optional prepayment or redemption
terms or covenants or other provisions applicable only to periods after the Term Maturity Date of the Class or Classes of Term
Loans being exchanged) reflect market terms and conditions at the time of incurrence or issuance; provided that if such
Permitted Debt Exchange Notes contain any financial maintenance covenants, such covenants shall not be tighter than (or in addition
to) those contained in this Agreement (unless such covenants are also added for the benefit of the Lenders under this Agreement,
in which case any requirement to so comply shall not require the consent of any Lender or Agent hereunder);


 


(viii)         
the aggregate principal amount (calculated on the face amount thereof) of all Term Loans exchanged under each applicable
Class by the Borrower pursuant to any Permitted Debt Exchange shall automatically be cancelled and retired by the Borrower on date
of the settlement thereof (and, if requested by the Administrative Agent, any applicable exchanging Lender shall execute and deliver
to the Administrative Agent an Assignment and Assumption, or such other form as may be reasonably requested by the Administrative
Agent, in respect thereof pursuant to which the respective Lender assigns its interest in the Term Loans being exchanged pursuant
to the Permitted Debt Exchange to the Borrower for immediate cancellation), and accrued and unpaid interest on such Term Loans
shall be paid to the exchanging Lenders on the date of consummation of such Permitted Debt Exchange, or, if agreed to by the Borrower
and the Administrative Agent, the next scheduled Interest Payment Date with respect to such Term Loans (with such interest accruing
until the date of consummation of such Permitted Debt Exchange);


 


(ix)         
if
the aggregate principal amount of all Term Loans (calculated on the face amount thereof) of a given Class tendered by Lenders
in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to tender a principal amount of Term
Loans which exceeds the principal amount thereof of the applicable Class actually held by it) shall exceed the
maximum aggregate principal amount of Term Loans of such Class offered to be exchanged by the Borrower pursuant to such
Permitted Debt Exchange Offer, then the Borrower shall exchange Term Loans under the relevant Class tendered by such Lenders
ratably up to such maximum based on the respective principal amounts so tendered, or, if such Permitted Debt Exchange Offer
shall have been made with respect to multiple Classes without specifying a maximum aggregate principal amount offered to be
exchanged for each Class, and the aggregate principal amount of all Term Loans (calculated on the face amount thereof) of all
Classes tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender being permitted to
tender a principal amount of Term Loans which exceeds the principal amount thereof actually held by it) shall exceed the
maximum aggregate principal amount of Term Loans of all relevant Classes offered to be exchanged by the Borrower pursuant to
such Permitted Debt Exchange Offer, then the Borrower shall exchange Term Loans across all Classes subject to such Permitted
Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount based on the respective principal amounts so
tendered;


 






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(x)         
all documentation in respect of such Permitted Debt Exchange shall be consistent with the foregoing, and all written communications
generally directed to the Lenders in connection therewith shall be in form and substance consistent with the foregoing and made
in consultation with the Borrower and the Administrative Agent; and


 


(xi)         
any applicable Minimum Tender Condition or Maximum Tender Condition, as the case may be, shall be satisfied or waived by
the Borrower.


 


Notwithstanding anything to the contrary herein, no Lender shall
have any obligation to agree to have any of its Loans or Commitments exchanged pursuant to any Permitted Debt Exchange Offer.


 


(b)         
With respect to all Permitted Debt Exchanges effected by the Borrower pursuant to this Section 2.17, such Permitted
Debt Exchange Offer shall be made for not less than $25,000,000 in aggregate principal amount of Term Loans, provided that
subject to the foregoing the Borrower may at its election specify (A) as a condition (a “Minimum Tender Condition”)
to consummating any such Permitted Debt Exchange that a minimum amount (to be determined and specified in the relevant Permitted
Debt Exchange Offer in the Borrower’s discretion) of Term Loans of any or all applicable Classes be tendered and/or (B) as
a condition (a “Maximum Tender Condition”) to consummating any such Permitted Debt Exchange that no more than
a maximum amount (to be determined and specified in the relevant Permitted Debt Exchange Offer in the Borrower’s discretion)
of Term Loans of any or all applicable Classes will be accepted for exchange. The Administrative Agent and the Lenders hereby acknowledge
and agree that the provisions of Section 2.7, 2.8, 2.9 and 2.15 do not apply to the Permitted Debt Exchange and the other transactions
contemplated by this Section 2.23 and hereby agree not to assert any Default or Event of Default in connection with the implementation
of any such Permitted Debt Exchange or any other transaction contemplated by this Section 2.23 provided that such implementations
or such other transactions are transactions are effectual in accordance with this Section 2.23.


 


(c)         
In
connection with each Permitted Debt Exchange, the Borrower shall provide the Administrative Agent at least five (5) Business
Days’ (or such shorter period as may be agreed by the Administrative Agent) prior written notice thereof, and
the Borrower and the Administrative Agent, acting reasonably, shall mutually agree to such procedures as may be necessary or
advisable to accomplish the purposes of this Section 2.23; provided that the terms of any Permitted Debt Exchange
Offer shall provide that the date by which the relevant Lenders are required to indicate their election to participate in
such Permitted Debt Exchange shall be not less than five (5) Business Days following the date on which the Permitted Debt
Exchange Offer is made. The Borrower shall provide the final results of such Permitted Debt Exchange to the Administrative
Agent no later than three (3) Business Days prior to the proposed date of effectiveness for such Permitted Debt Exchange (or
such shorter period agreed to by the Administrative Agent in its sole discretion) and the Administrative Agent shall be
entitled to conclusively rely on such results.


 






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(d)         
The Borrower shall be responsible for compliance with, and hereby agrees to comply with, all applicable securities and other
laws in connection with each Permitted Debt Exchange, it being understood and agreed that (i) neither the Administrative Agent
nor any Lender assumes any responsibility in connection with the Borrower’s compliance with such laws in connection with
any Permitted Debt Exchange and (ii) each Lender shall be solely responsible for its compliance with any applicable “insider
trading” laws and regulations to which such Lender may be subject under the Exchange Act.


 


SECTION 3           
LETTERS OF CREDIT


 


3.1.         
L/C Commitment.


 


(a)         
Subject to the terms and conditions hereof, each Issuing Lender, in reliance on the agreements of the other Revolving Lenders
set forth in Section 3.4(a), agrees to issue letters of credit (“Letters of Credit”) for the account of the
Borrower on any Business Day during a Revolving Commitment Period in such form as may be approved from time to time by such Issuing
Lender (it being understood that any commercial Letter of Credit shall provide for sight drafts and not bankers acceptances); provided
that no Issuing Lender shall issue any Letter of Credit if, after giving effect to such issuance, (i) the L/C Obligations would
exceed the L/C Commitment or (ii) the aggregate amount of the Available Revolving Commitments (excluding Revolving A Commitments)
would be less than zero. Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of
(x) the first anniversary of its date of issuance and (y) the date that is five Business Days prior to the then latest Revolving
Termination Date (other than in respect of the Revolving A Commitments), provided that any Letter of Credit with a one-year term
may provide for the renewal thereof for additional one-year periods (which shall in no event extend beyond the date referred to
in clause (y) above). Each Existing Letter of Credit shall be deemed to be issued pursuant to this Section 3.1(a) on the Restatement
Effective Date. Notwithstanding the foregoing, the Borrower and any Issuing Lender may from time to time pursuant to a written
agreement or any amendment thereto executed by the Borrower and such Issuing Lender and delivered to the Administrative Agent,
agree that such Issuing Lender shall not be required to issue a particular type of Letter of Credit and/or that the amount of Letters
of Credit to be issued by such Issuing Lender shall be less than the full amount of the L/C Commitment and/or different from the
amount referenced in Section 3.1(b)(iii), in which case, such Issuing Lender shall not be required to issue any Letter of Credit
to the extent such issuance would be inconsistent with such agreement between the Borrower and such Issuing Lender.


 


(b)         
No Issuing Lender shall be obligated to issue any Letter of Credit hereunder if:


 


(i)         
such issuance would conflict with, or cause such Issuing Lender or any L/C Participant to exceed any limits imposed by,
any applicable Requirement of Law;


 


(ii)         
any Lender is at that time a Defaulting Lender, unless such Issuing Lender has entered into arrangements, including, if
requested, the delivery of Cash Collateral, reasonably satisfactory to the Issuing Lender with the Borrower or such Lender to eliminate
such Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii)) with respect to
the Defaulting Lender arising from either the Letter of Credit then proposed to be issued or that Letter of Credit and all other
L/C Obligations as to which such Issuing Lender has actual or potential Fronting Exposure, as it may elect in its sole discretion;


 






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(iii)         
subject to the last sentence of Section 3.1(a), if the aggregate amount of the L/C Obligations in respect of Letters of
Credit issued by such Issuing Lender would exceed one-third (1/3) of the L/C Commitment (or, in the case of JPMorgan Chase Bank,
N.A., $41,000,000); or


 


(iv)         
the issuance thereof would otherwise conflict with any separate written agreement between the Borrower and such Issuing
Lender.


 


3.2.         
Procedure for Issuance of Letter of Credit. The Borrower may from time to time request that any Issuing Lender issue
a Letter of Credit by delivering to such Issuing Lender an Application therefor, completed to the satisfaction of such Issuing
Lender, and such other certificates, documents and other papers and information as such Issuing Lender may request. Upon receipt
of any Application, the relevant Issuing Lender will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its customary procedures and shall promptly issue the
Letter of Credit requested thereby (but in no event shall such Issuing Lender be required to issue any Letter of Credit earlier
than three (3) Business Days after its receipt of the Application therefor and all such other certificates, documents and other
papers and information relating thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise
may be agreed to by such Issuing Lender and the Borrower. The relevant Issuing Lender shall furnish a copy of such Letter of Credit
to the Borrower promptly following the issuance thereof. The relevant Issuing Lender shall promptly furnish to the Administrative
Agent, which shall in turn promptly furnish to the Lenders, notice of the issuance of each Letter of Credit (including the amount
thereof).


 


3.3.         
Fees and Other Charges.


 


(a)         
The Borrower will pay a fee for the benefit of each Revolving Lender on all outstanding Letters of Credit at a per annum
rate equal to the product of (i) the Applicable Margin then in effect with respect to Eurodollar Loans made pursuant to the Revolving
Commitments of such Revolving Lender that has a risk participation in Letters of Credit and (ii) such Revolving Lender’s
daily Revolving Percentage of the undrawn and unexpired amount of each Letters of Credit, payable quarterly in arrears on each
L/C Fee Payment Date after the issuance date; provided, however, for the avoidance of doubt, any such fees otherwise
payable for the account of a Defaulting Lender with respect to any Letter of Credit as to which such Defaulting Lender has not
provided Cash Collateral satisfactory to the Issuing Lender pursuant to this Section 3 shall be payable, to the maximum extent
permitted by applicable Law, to the other Revolving Lenders in accordance with the upward adjustments in their respective Revolving
Percentages allocable to such Letter of Credit pursuant to Section 2.21(a)(iii), with the balance of such fee, if any, payable
to the Issuing Lender for its own account. In addition, the Borrower shall pay to the relevant Issuing Lender for its own account
a fronting fee with respect to each Letter of Credit at a per annum rate of 0.125% or a lower rate separately agreed between the
Borrower and such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such Issuing Lender, payable
quarterly in arrears on each L/C Fee Payment Date after the relevant issuance date.


 


(b)         
In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing Lender, the Borrower shall pay or reimburse
each Issuing Lender for such normal and customary costs and expenses as are incurred or charged by such Issuing Lender in issuing,
negotiating, effecting payment under, amending or otherwise administering any Letter of Credit issued by it.


 


3.4.         
L/C Participations.


 


(a)         
Each
Issuing Lender irrevocably agrees to grant and hereby grants to each L/C Participant, and, to induce the Issuing Lenders to
issue Letters of Credit hereunder, each L/C Participant irrevocably agrees to accept and purchase and hereby accepts and
purchases from each Issuing Lender, on the terms and conditions hereinafter stated, for such L/C Participant’s own
account and risk an undivided interest equal to such L/C Participant’s Revolving Percentage in each Issuing
Lender’s obligations and rights under each Letter of Credit issued by it hereunder and the amount of each draft paid by
such Issuing Lender thereunder. Each L/C Participant unconditionally and irrevocably agrees with each Issuing Lender that, if
a draft is paid under any Letter of Credit issued by such Issuing Lender for which such Issuing Lender is not reimbursed in
full by the Borrower in accordance with the terms of this Agreement, such L/C Participant shall pay to such Issuing Lender
through the Administrative Agent upon demand an amount equal to such L/C Participant’s Revolving Percentage of the
amount of such draft, or any part thereof, that is not so reimbursed. Each L/C Participant’s obligation to make such
payment to such Issuing Lender as contemplated by this Section 3.4(a), shall be absolute and unconditional and shall not be
affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender
may have against such Issuing Lender, the Borrower or any other Person for any reason whatsoever, (B) the occurrence or
continuance of a Default or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any
of the foregoing. No such payment by any L/C Participant shall relieve or otherwise impair the obligation of the Borrower to
reimburse such Issuing Lender for the amount of any payment made by such Issuing Lender under any Letter of Credit, together
with interest as provided herein.


 






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(b)         
If any amount required to be paid by any L/C Participant to any Issuing Lender pursuant to Section 3.4(a) in respect of
any unreimbursed portion of any payment made by such Issuing Lender under any Letter of Credit is paid to such Issuing Lender within
three (3) Business Days after the date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an
amount equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during the period from
and including the date such payment is required to the date on which such payment is immediately available to such Issuing Lender,
times (iii) a fraction the numerator of which is the number of days that elapse during such period and the denominator of which
is 360. If any such amount required to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant
Issuing Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such Issuing Lender shall
be entitled to recover from such L/C Participant, on demand, such amount with interest thereon calculated from such due date at
the rate per annum applicable to ABR Loans under the Revolving Commitments of such Lender. A certificate of the relevant Issuing
Lender submitted to any L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence
of manifest error.


 


(c)         
Whenever, at any time after the relevant Issuing Lender has made payment under any Letter of Credit and has received from
any L/C Participant its pro rata share of such payment in accordance with Section 3.4(a), such Issuing Lender receives any
payment through the Administrative Agent related to such Letter of Credit (whether directly from the Borrower or otherwise, including
proceeds of collateral applied thereto by such Issuing Lender), or any payment of interest on account thereof, the Administrative
Agent will distribute to each such Issuing Lender will distribute to each L/C Participant its pro rata share thereof; provided,
however, that in the event that any such payment received by such Issuing Lender shall be required to be returned by such
Issuing Lender, such L/C Participant shall return to the Administrative Agent the portion thereof previously distributed by such
Issuing Lender to it.


 


3.5.         
Reimbursement Obligation of the Borrower. If any draft is paid under any Letter of Credit, the Borrower shall reimburse the relevant
Issuing Lender for the amount of (a) the draft so paid and (b) any taxes, fees, charges or other costs or expenses incurred
by such Issuing Lender in connection with such payment, not later than 1:00 P.M., New York City time, on the next
business day following the day that the Borrower receives notice of payment of such draft. Each such payment shall be made to
the relevant Issuing Lender in lawful money of the United States and in immediately available funds. Interest shall be
payable on any and all amounts remaining unpaid by the Borrower under this Section from the date such amounts become payable
(whether at stated maturity, by acceleration or otherwise) (or from the date the relevant draft is paid, if notice thereof is
received by the Borrower prior to 10:00 A.M., New York City time, on such date) until payment in full at the rate set forth
in (i) until the second Business Day following the date of the applicable drawing, Section 2.12(b) and (ii) thereafter,
Section 2.12(c).


 






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3.6.         
Obligations Absolute. The Borrower’s obligations under this Section 3 shall be absolute and unconditional under
any and all circumstances and irrespective of any setoff, counterclaim or defense to payment that the Borrower may have or have
had against any Issuing Lender, any beneficiary of a Letter of Credit or any other Person. The Borrower also agrees with each Issuing
Lender and L/C Participant that no Issuing Lender or L/C Participant shall be responsible for, and the Borrower’s Reimbursement
Obligations under Section 3.5 shall not be affected by, among other things, the validity or genuineness of documents or of any
endorsements thereon, even though such documents shall in fact prove to be invalid, fraudulent or forged, or any dispute between
or among the Borrower and any beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred
or any claims whatsoever of the Borrower against any beneficiary of such Letter of Credit or any such transferee. No Issuing Lender
shall be liable for any error, omission, interruption or delay in transmission, dispatch or delivery of any message or advice,
however transmitted, in connection with any Letter of Credit, except for errors or omissions found by a final non-appealable decision
of a court of competent jurisdiction to have resulted from the gross negligence or willful misconduct of the relevant Issuing Lender.
The Borrower agrees that any action taken or omitted by any Issuing Lender under or in connection with any Letter of Credit or
the related drafts or documents, if done in the absence of gross negligence or willful misconduct and in accordance with the standards
of care specified in the New York UCC, shall be binding on the Borrower and shall not result in any liability of any Issuing Lender
to the Borrower.


 


3.7.         
Letter of Credit Payments. If any draft shall be presented for payment under any Letter of Credit, the relevant Issuing
Lender shall promptly notify the Borrower of the date and amount thereof. The responsibility of each Issuing Lender to the Borrower
in connection with any draft presented for payment under any Letter of Credit shall, in addition to any payment obligation expressly
provided for in such Letter of Credit, be limited to determining that the documents (including each draft) delivered under such
Letter of Credit in connection with such presentment are substantially in conformity with such Letter of Credit.


 


3.8.         
Cash Collateral.


 


(a)         
Certain
Credit Support Events. Upon the request of the Administrative Agent or any Issuing Lender (i) if an Issuing Lender has
honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in a
Reimbursement Obligation, or (ii) if, as of the date the Total Revolving Commitment (other than Revolving A Commitments) has
terminated, any Letter of Credit or Reimbursement Obligation for any reason remains outstanding, the Borrower shall, in each
case, promptly but in any event within two Business Days of demand, Cash Collateralize the then outstanding amount of all
Letters of Credit and Reimbursement Obligations. At any time that there shall exist a Defaulting Lender, forthwith upon the
request of the Administrative Agent, any Issuing Lender or the Swingline Lender, the Borrower shall deliver to the
Administrative Agent Cash Collateral in an amount sufficient to cover all Fronting Exposure (after giving effect to Section
2.21(a)(iii) and any Cash Collateral provided by the Defaulting Lender). If at any time the Administrative Agent determines
that any funds held as Cash Collateral are subject to any right or claim of any Person other than the Administrative Agent or
that the total amount of such funds is less than the aggregate outstanding of obligations required to be Cash Collateralized,
the Borrower will, promptly but in any event within two Business Days of demand by the Administrative Agent, pay to the
Administrative Agent, as additional funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such
aggregate amount required to be Cash Collateralized over (y) the total amount of funds, if any, then held as Cash Collateral
that the Administrative Agent determines to be free and clear of any such right and claim. Upon the drawing of any Letter of
Credit for which funds are on deposit as Cash Collateral, such funds shall be applied, to the extent permitted under
applicable Laws, to reimburse the applicable Issuing Lender.


 






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(b)         
Grant of Security Interest. All Cash Collateral (other than credit support not constituting funds subject to deposit)
shall be maintained in blocked, non-interest bearing deposit accounts at the Administrative Agent. The Borrower, and to the extent
provided by any Lender, such Lender, hereby grant to (and subject to the control of) the Administrative Agent, for the benefit
of the Administrative Agent, each Issuing Lender and the Swingline Lender, and agree to maintain, a first priority security interest
in all such cash, deposit accounts and all balances therein, and all other property so provided as collateral pursuant hereto,
and in all proceeds of the foregoing, all as security for the obligations to which such Cash Collateral may be applied pursuant
to clause (c) below.


 


(c)         
Application. Notwithstanding anything to the contrary contained in this Agreement or any other Loan Document, Cash
Collateral provided in respect of Letters of Credit or Swingline Loans shall be held and upon the occurrence and continuation of
an Event of Default applied to the satisfaction of the specific Letters of Credit, Reimbursement Obligations, Swingline Loans,
obligations to fund participations therein (including, as to Cash Collateral provided by a Defaulting Lender, any interest accrued
on such obligation) and other obligations for which the Cash Collateral was so provided, prior to any other application of such
property as may be provided for in the Loan Documents.


 


(d)         
Release. Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations
shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto
(including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following
compliance with Section 10.6(b)) or (ii) the Administrative Agent’s good faith determination that there exists excess Cash
Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of the Borrower shall not be released
during the continuance of a Default or Event of Default (and following application as provided in clause (c) above may be otherwise
applied in accordance with the Loan Documents), and (y) the Person providing Cash Collateral and the Issuing Lender or Swingline
Lender, as applicable, may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting
Exposure or other obligations.


 


3.9.         
Applications. To the extent that any provision of any Application related to any Letter of Credit is inconsistent
with the provisions of this Section 3, the provisions of this Section 3 shall apply.


 


3.10.         
Applicability of ISP and UCP. Unless otherwise expressly agreed by the relevant Issuing Lender and the Borrower when
a Letter of Credit is issued, (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the
Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce at the
time of issuance shall apply to each commercial Letter of Credit.


 






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SECTION 4           
REPRESENTATIONS AND WARRANTIES


 


To induce the Administrative Agent and the
Lenders to enter into this Agreement and to make the Loans and issue or participate in the Letters of Credit, Holdings and the
Borrower hereby jointly and severally represent and warrant to the Administrative Agent and each Lender that:


 


4.1.         
Financial Condition. The condensed consolidating balance sheet information for the Borrower and its Subsidiaries
as at December 31, 2018 and the related condensed consolidating statement of operations and cash flows information for the Borrower
and its Subsidiaries for the fiscal year ended on such date, as included in the audited consolidated financial statements of CCI
as at, and for the year ended, December 31, 2018, have been prepared based on the best information available to the Borrower as
of the date of delivery thereof, and present fairly the consolidated financial condition of the Borrower as at such date, and the
consolidated results of its operations and its consolidated cash flows for the period then ended on the basis described therein.
Such financial information has been prepared in accordance with GAAP applied consistently throughout the periods involved (except
as approved by KPMG and disclosed therein or as otherwise disclosed therein). As of the Restatement Effective Date, the Borrower
and its Subsidiaries do not have any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term
leases or unusual forward or long-term commitments, including any interest rate or foreign currency swap or exchange transaction
or other obligation in respect of derivatives, that are not reflected in such financial statements of CCI.


 


4.2.         
No Change. Since December 31, 2018 there has been no event, development or circumstance that has had or could reasonably
be expected to have a Material Adverse Effect.


 


4.3.         
Existence; Compliance with Law. Each of Holdings, the Borrower and its Subsidiaries (a) except in the case of any
Shell Subsidiary, any De Minimis Subsidiary and any former Shell Subsidiary until it becomes a Loan Party pursuant to Section 6.9,
is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power
and authority, and the legal right, to own and operate its property, to lease the property it operates as lessee and to conduct
the business in which it is currently engaged, (c) is duly qualified as a foreign entity and in good standing under the laws of
each jurisdiction where its ownership, lease or operation of property or the conduct of its business requires such qualification
and (d) is in compliance with all Requirements of Law, in each case with respect to clauses (b), (c) and (d), except as could not,
in the aggregate, reasonably be expected to have a Material Adverse Effect.


 


4.4.         
Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority, and the legal right,
to make, deliver and perform the Loan Documents to which it is a party and, in the case of the Borrower, to borrow hereunder. Each
Loan Party has taken all necessary action to authorize the execution, delivery and performance of the Loan Documents to which it
is a party and, in the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement. No consent
or authorization of, filing with, notice to or other act by or in respect of, any Governmental Authority or any other Person is
required in connection with the borrowings hereunder or with the execution, delivery, performance, validity or enforceability of
this Agreement or any of the Loan Documents, other than those that have been obtained or made and are in full force and effect.
Each Loan Document has been duly executed and delivered on behalf of each Loan Party party thereto. This Agreement constitutes,
and each other Loan Document upon execution will constitute, a valid and legally binding obligation of each Loan Party party thereto,
enforceable against each such Loan Party in accordance with its terms, except as enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general
equitable principles (whether enforcement is sought by proceedings in equity or at law).


 






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4.5.         
No Legal Bar. The execution, delivery and performance of this Agreement and the other Loan Documents, the issuance
of Letters of Credit, the borrowings hereunder and the use of the proceeds thereof, will not violate any material Requirement of
Law or any material Contractual Obligation of any Designated Holding Company, the Borrower or any of its Subsidiaries and will
not result in, or require, the creation or imposition of any Lien on any of their respective properties or revenues pursuant to
any Requirement of Law or any such Contractual Obligation (other than the Liens created by the Guarantee and Collateral Agreement
or permitted by Section 7.3(o)).


 


4.6.         
Litigation. No litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending
or, to the knowledge of Holdings or the Borrower, threatened by or against Holdings, the Borrower or any of its Subsidiaries, or
against any of their respective properties or revenues (a) with respect to any of the Loan Documents or any of the transactions
contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material Adverse Effect.


 


4.7.         
No Default. None of Holdings, the Borrower or any of its Subsidiaries is in default under or with respect to any
of its Contractual Obligations in any respect that could reasonably be expected to have a Material Adverse Effect. No Default or
Event of Default has occurred and is continuing.


 


4.8.         
Ownership of Property; Liens. Each of Holdings, the Borrower and its Subsidiaries has marketable title to, or a valid
leasehold interest in, all its real property, and good title to, or a valid leasehold interest in, all its other property (in each
case except as could not reasonably be expected to have a Material Adverse Effect), and none of such property is subject to any
Lien except Liens not prohibited by Section 7.3.


 


4.9.         
Intellectual Property. Each of Holdings, the Borrower and each of its Subsidiaries owns, or is licensed to use, all
Intellectual Property necessary for the conduct of its business as currently conducted, except as could not reasonably be expected
to have a Material Adverse Effect. No claim has been asserted and is pending by any Person challenging or questioning the use,
validity or effectiveness of any Intellectual Property owned or licensed by Holdings, the Borrower or any of its Subsidiaries that
could reasonably be expected to result in a breach of the representation and warranty set forth in the first sentence of this Section
4.9, nor does the Borrower know of any valid basis for any such claim. The use of all Intellectual Property necessary for the conduct
of the business of the Borrower and its Subsidiaries, taken as a whole, does not infringe on the rights of any Person in such a
manner that could reasonably be expected to result in a breach of the representation and warranty set forth in the first sentence
of this Section 4.9.


 


4.10.       
Taxes. Except as could not reasonably be expected to have a Material Adverse Effect, each of Holdings, the Borrower
and each of its Subsidiaries (other than Shell Subsidiaries) has filed or caused to be filed all federal, state and other material
tax returns that are required to be filed and has paid all taxes shown to be due and payable on said returns or on any assessments
made against it or any of its property and all other taxes, fees or other charges imposed on it or any of its property by any Governmental
Authority (other than those with respect to which the amount or validity thereof are currently being contested in good faith by
appropriate proceedings and with respect to which reserves in conformity with GAAP have been provided on the books of Holdings,
the Borrower or its Subsidiaries, as the case may be).


 


4.11.       
Federal
Regulations. No part of the proceeds of any Loans will be used for “buying” or “carrying” any
 “margin stock” within the respective meanings of each of the quoted terms under Regulation U as now and from
time to time hereafter in effect or for any purpose that violates the provisions of the Regulations of the Board.


 






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4.12.       
Labor Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect: (a)
there are no strikes or other labor disputes against Holdings, the Borrower or any of its Subsidiaries pending or, to the knowledge
of Holdings or the Borrower, threatened; (b) hours worked by, and payment made to, employees of Holdings, the Borrower and its
Subsidiaries have not been in violation of the Fair Labor Standards Act or any other applicable Requirement of Law dealing with
such matters; and (c) all payments due from Holdings, the Borrower or any of its Subsidiaries on account of employee health and
welfare insurance have been paid or accrued as a liability on the books of Holdings, the Borrower or the relevant Subsidiary.


 


4.13.       
ERISA. Except as, in the aggregate, would not have a Material Adverse Effect: neither a Reportable Event nor an “accumulated
funding deficiency” (within the meaning of Section 412 of the Code or Section 302 of ERISA) has occurred with respect
to any Single Employer Plan, and each Single Employer Plan has complied with the applicable provisions of ERISA and the Code; no
termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a Plan has arisen on the assets of a Loan
Party; neither any Loan Party nor any Commonly Controlled Entity has had a complete or partial withdrawal from any Multiemployer
Plan; and no Multiemployer Plan of any Loan Party or any Commonly Controlled Entity is Insolvent.


 


4.14.       
Investment Company Act. No Loan Party is an “investment company”, or a company “controlled”
by an “investment company”, within the meaning of the Investment Company Act of 1940, as amended.


 


4.15.       
Subsidiaries. As of the Restatement Effective Date and, following the Restatement Effective Date, as of the date
of the most recently delivered Compliance Certificate pursuant to Section 6.2(b), (a) Schedule 4.15 (as modified by such Compliance
Certificate) sets forth the name and jurisdiction of organization of each Designated Holding Company, the Borrower and each of
the Borrower’s Subsidiaries (except any Shell Subsidiary) and, as to each such Person, the percentage of each class of Equity
Interests owned by Holdings, the Borrower and each of the Borrower’s Subsidiaries, and (b) except as set forth on Schedule
4.15 (as modified by such Compliance Certificate), there are no outstanding subscriptions, options, warrants, calls, rights or
other agreements or commitments of any nature relating to any Equity Interests of the Borrower or any of its Subsidiaries (except
any Shell Subsidiary), except as created by the Loan Documents.


 


4.16.       
Use of Proceeds. The proceeds of the Revolving Loans and any Term Loans, and the Letters of Credit, shall be used
for general purposes, including to finance permitted Investments and permitted distributions to redeem Indebtedness of parent companies
of the Borrower.


 


4.17.       
Environmental Matters. Except as, in the aggregate, could not reasonably be expected to have a Material Adverse Effect:


 


(a)         
the
facilities and properties owned, leased or operated by Holdings, the Borrower or any of its Subsidiaries (the “Properties”)
do not contain any Materials of Environmental Concern in amounts or concentrations or under circumstances that constitute a violation
of any Environmental Law;


 


(b)         
neither
Holdings, the Borrower nor any of its Subsidiaries has received any notice of violation, alleged violation, non-compliance,
liability or potential liability regarding matters arising under, or compliance with, Environmental Laws with regard to any
of the Properties or the business operated by Holdings, the Borrower or any of its Subsidiaries (the
 “Business”), nor does Holdings or the Borrower have knowledge that any such notice will be received or is
being threatened;


 






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(c)         
Materials
of Environmental Concern have not been transported or disposed of by Holdings, the Borrower or any of its Subsidiaries from the
Properties in violation of, or in a manner or to a location that could give rise to liability under, any Environmental Law, nor
have any Materials of Environmental Concern been generated, treated, stored or disposed of by Holdings, the Borrower or any of
its Subsidiaries at, on or under any of the Properties in violation of, or in a manner that could give rise to liability under,
any applicable Environmental Law;


 


(d)         
no
judicial proceeding or governmental or administrative action is pending, or, to the knowledge of Holdings and the Borrower, threatened,
under any Environmental Law to which Holdings, the Borrower or any Subsidiary is named as a party with respect to the Properties
or the Business, nor are there any consent decrees or other decrees, consent orders, administrative orders or other orders outstanding
under any Environmental Law with respect to the Properties or the Business;


 


(e)         
there
has been no release of Materials of Environmental Concern at or from the Properties, or arising from or related to the operations
of Holdings, the Borrower or any Subsidiary in connection with the Properties or otherwise in connection with the Business, in
violation of or in amounts or in a manner that could give rise to liability under Environmental Laws;


 


(f)         
the
Properties and all operations at the Properties are in compliance with all applicable Environmental Laws, and there is no violation
of any Environmental Law with respect to the Properties or the Business; and


 


(g)         
neither
Holdings, the Borrower nor any of its respective Subsidiaries has assumed any liability of any other Person under Environmental
Laws.


 


4.18.       
Certain Cable Television Matters. Except as, in the aggregate, could not reasonably be expected to result in a Material
Adverse Effect:


 


(a)         
(i)
Holdings, the Borrower and its Subsidiaries possess all Authorizations necessary to own, operate and construct the CATV Systems
or otherwise for the operations of their businesses and are not in violation thereof and (ii) all such Authorizations are in full
force and effect and no event has occurred that reasonably permits, or after notice or lapse of time could reasonably permit, the
revocation, termination or material and adverse modification of any such Authorization;


 


(b)         
neither
Holdings, the Borrower nor any of its Subsidiaries is in violation of the Communications Act of 1934, as amended, or any FCC rule
or regulation applicable to the operation of any portion of any of the CATV Systems;


 


(c)         
(i)
there is not pending or, to the best knowledge of Holdings or the Borrower, threatened, any action by the FCC to revoke, cancel,
suspend or refuse to renew any FCC License held by Holdings, the Borrower or any of its Subsidiaries and (ii) there is not pending
or, to the best knowledge of the Borrower, threatened, any action by the FCC to modify adversely, revoke, cancel, suspend or refuse
to renew any other Authorization; and


 






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(d)         
there
is not issued or outstanding by a Person with applicable regulatory authority or, to the best knowledge of Holdings and the Borrower,
threatened, any notice of any hearing, violation or complaint by a Person with applicable regulatory authority against Holdings,
the Borrower or any of its Subsidiaries with respect to the operation of any portion of the CATV Systems.


 


4.19.       
Accuracy of Information, Etc. No statement or information (other than projections and pro forma financial
information) contained in this Agreement, any other Loan Document, or any other document, certificate or statement furnished by
or on behalf of any Loan Party to the Agents or the Lenders, or any of them, for use in connection with the transactions contemplated
by this Agreement or the other Loan Documents, as supplemented and updated from time to time (including through the filing of reports
with the SEC) prior to the date this representation and warranty is made or deemed made and when taken as a whole with other such
statements and information, contains any untrue statement of a material fact or omits to state a material fact necessary to make
the statements contained herein or therein not materially misleading. The projections and pro forma financial information
contained in the materials referenced above are based upon good faith estimates and assumptions believed by management of the Borrower
to be reasonable at the time made, it being recognized by the Lenders that such financial information as it relates to future events
is not to be viewed as fact and that actual results during the period or periods covered by such financial information may differ
from the projected results set forth therein by a material amount. There is no fact known to any Loan Party (other than information
of a general economic or political nature) that could reasonably be expected to have a Material Adverse Effect that has not been
expressly disclosed herein, in the other Loan Documents, in reports filed with the SEC or in any other documents, certificates
and statements furnished to the Agents and the Lenders for use in connection with the transactions contemplated hereby and by the
other Loan Documents.


 


4.20.       
Security Interests.


 


(a)         
The Guarantee and Collateral Agreement is effective to create or continue, as applicable, in favor of the Administrative
Agent, for the benefit of the Secured Parties (as defined in the Guarantee and Collateral Agreement), a legal, valid and enforceable
security interest in the Collateral described therein and proceeds thereof (but excluding any intent-to-use trademark application,
as provided in the Guarantee and Collateral Agreement). In the case of certificated Pledged Stock (constituting securities within
the meaning of Section 8-102(a)(15) of the New York UCC) described in the Guarantee and Collateral Agreement, when certificates
representing such Pledged Stock are delivered to the Administrative Agent, and in the case of the other Collateral described in
the Guarantee and Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on Schedule 4.20(a),
the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and security interest in, all right, title and
interest of the parties thereto in such Collateral and the proceeds thereof, as security for the Obligations, in each case prior
and superior in right to any other Person, other than with respect to Liens not prohibited by Section 7.3.


 


(b)         
None of the Equity Interests of the Borrower and its Subsidiaries which are limited liability companies or partnerships
constitutes a security under Section 8-103 of the New York UCC or the corresponding code or statute of any other applicable jurisdiction.


 


4.21.       
Solvency. The Borrower and its Subsidiaries, taken as a whole, are, and after giving effect to the financing transactions
referred to herein to occur on the Amendment No. 1 Effective Date will be and will continue to be, Solvent.


 






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SECTION 5           
CONDITIONS PRECEDENT


 


5.1.         
Conditions to Restatement Effective Date. The effectiveness of this Agreement is subject to the occurrence of the
Restatement Effective Date, which occurred on April 26, 2019.


 


5.2.         
Conditions to Each Extension of Credit. The agreement of each Lender to make any extension of credit requested to
be made by it on any date (including its initial extension of credit) is subject to the satisfaction of the following conditions
precedent:


 


(a)         
Representations and Warranties. Each of the representations and warranties made by any Loan Party in or pursuant to the Loan Documents shall be
true and correct in all material respects on and as of such date as if made on and as of such date (except for any representation
and warranty that is made as of a specified earlier date, in which case such representation and warranty shall have been true and
correct in all material respects as of such earlier date); provided that, in connection with any incurrence of Incremental
Term Loans for purposes of financing a Limited Condition Acquisition, the foregoing requirement shall only apply to the representations
and warranties contained in Section 4.3(a) (solely with respect to Holdings and the Borrower), 4.4, 4.11, 4.14, 4.20 and 4.21.


 


(b)         
No Default. Subject
to Section 1.2(j), no Default or Event of Default shall have occurred and be continuing on such date or after giving effect to
the extensions of credit requested to be made on such date.


 


Each borrowing by and issuance of a Letter of Credit on behalf
of the Borrower hereunder shall constitute a representation and warranty by the Borrower as of the date of such extension of credit
that the applicable conditions contained in this Section 5.2 have been satisfied.


 


SECTION 6           
AFFIRMATIVE COVENANTS


 


Holdings and the Borrower hereby agree that,
so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any
Lender or any Agent hereunder, each of Holdings and the Borrower shall, and shall cause each Subsidiary of the Borrower to:


 


6.1.        
Financial Statements. Furnish to the Lenders through the Administrative Agent (including by means of IntraLinks or
any similar posting):


 


(a)         
as soon as available, but
in any event within 90 days after the end of each fiscal year of the Borrower, a copy of the audited consolidated balance sheet
of the Borrower and its consolidated Subsidiaries as at the end of such year and the related audited consolidated statements of
income and of cash flows for such year, setting forth in each case in comparative form the figures for the previous year, reported
on without a “going concern” or like qualification or exception, or qualification arising out of the scope of the audit,
by KPMG or other independent certified public accountants of nationally recognized standing; and


 


(b)         
as soon as available, but in any event not later than 45 days after the end of each of the first three quarterly periods of
each fiscal year of the Borrower, the unaudited consolidated balance sheets of the Borrower and its consolidated Subsidiaries
as at the end of such quarter and the related unaudited consolidated statements of income and of cash flows for such quarter
and the portion of the fiscal year through the end of such quarter, setting forth in each case in comparative form the
figures for the previous year, certified by a Responsible Officer as being fairly stated in all material respects (subject to
normal year-end audit adjustments and the absence of footnotes).


 






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All such financial statements shall be complete and correct
in all material respects and shall be prepared in reasonable detail and in accordance with GAAP applied consistently throughout
the periods reflected therein and with prior periods (i) except as approved by such accountants or officer, as the case may be,
and disclosed therein, and (ii) except that the consolidated statements of the Borrower and its consolidated Subsidiaries described
above will not include the balance sheet and financial results of the Non-Recourse Subsidiaries.


 


Notwithstanding the foregoing, so long as
any Person directly or indirectly owns 100% of the Equity Interests of the Borrower, the obligations set forth in Section 6.1(a)
and (b) may be satisfied with respect to financial information of the Borrower and its Subsidiaries by furnishing the applicable
financial information of such Person; provided that to the extent financial information of such Person is provided, such
financial information is accompanied by consolidating information that explains in reasonable detail the differences between the
information relating to such Person and its Subsidiaries (other than the Borrower and its Subsidiaries), on the one hand, and the
information relating to the Borrower and its Subsidiaries on a standalone basis, on the other hand and (ii) to the extent financial
statements of such Person are provided in lieu of financial statements of the Borrower under Section 6.1(a), such financial
statements are reported on without a “going concern” or like qualification or exception, or qualification arising out
of the scope of the audit, by KPMG or other independent certified public accountants of nationally recognized standing.


 


Documents required to be delivered pursuant
to Section 6.1(a) or (b) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date
(i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the
website address listed on Schedule 10.2; or (ii) on which such documents are posted on the Borrower’s behalf on an
Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party
website or whether sponsored by the Administrative Agent) or filed with the SEC on Form 10-K or 10-Q, as applicable; provided
that: (i) the Borrower shall deliver paper copies of such documents to the Administrative Agent upon its request to the Borrower
to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent and
(ii) the Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of the posting of any such documents
and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The
Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred
to above.


 


The Borrower hereby acknowledges that
(a) the Administrative Agent and/or the Joint Lead Arrangers will make available to the Lenders and the Issuing Lender
materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower
Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the
 “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel
who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective
securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to
such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that
portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials
shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word
 “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials
 “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent the other Agents, the Issuing
Lender and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it
may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States Federal and
state securities laws, provided, however, that to the extent such Borrower Materials constitute non-public
information, they shall be treated as set forth in Section 10.15); (y) all Borrower Materials marked “PUBLIC” are
permitted to be made available through a portion of the Platform designated “Public Side Information;” and (z)
the Administrative Agent and the other Agents shall be entitled to treat any Borrower Materials that are not marked
 “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side
Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials
 “PUBLIC.”


 






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6.2.         
Certificates; Other Information. Furnish to the Lenders through the Administrative Agent (including by means of IntraLinks
or any similar posting) (or, in the case of clause (d) below, to the relevant Lender):


 


(a)         
[Reserved];


 


(b)         
concurrently with the delivery
of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of each
such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and
other agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to which it is a party
to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event
of Default except as specified in such certificate and (ii) a Compliance Certificate containing all information and calculations
necessary for determining compliance by Holdings, the Borrower and its Subsidiaries with the provisions of this Agreement referred
to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may be;


 


(c)         
[Reserved];


 


(d)         
promptly, such additional
financial and other information (including financial information with respect to the Borrower and its Subsidiaries) as any Lender
may from time to time reasonably request; and


 


(e)         
the Borrower shall, promptly
following a request by the Administrative Agent or any Lender, provide all documentation and other information that the Administrative
Agent or such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer”
and anti-money laundering rules and regulations, including the Patriot Act (as hereinafter defined).


 


6.3.         
Payment of Obligations. Pay, discharge or otherwise satisfy at or before maturity or before they become delinquent,
as the case may be, all its obligations of whatever nature, except where failure to do so could not reasonably be expected to have
a Material Adverse Effect or where the amount or validity thereof is currently being contested in good faith by appropriate proceedings
and reserves in conformity with GAAP with respect thereto have been provided on the books of Holdings, the Borrower or its Subsidiaries,
as the case may be.


 


6.4.          Maintenance
of Existence; Compliance. (a) (i) Other than with respect to Shell Subsidiaries or De Minimis Subsidiaries, preserve,
renew and keep in full force and effect its existence and (ii) take all reasonable action to maintain all rights,
privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise
permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of
Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a
Material Adverse Effect.


 






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6.5.         
Maintenance of Property; Insurance. (a) Except as in the aggregate could not reasonably be expected to have a Material
Adverse Effect, keep all property useful and necessary in its business in good working order and condition, ordinary wear and tear
excepted, and (b) maintain with financially sound and reputable insurance companies at the time such insurance is obtained
(which may also include captive insurance companies or other forms of self-insurance), insurance on all its material property in
at least such amounts and against at least such risks (but including in any event public liability, product liability and business
interruption) as are usually insured or self-insured against by companies engaged in the same or a similar business.


 


6.6.         
Inspection of Property; Books and Records; Discussions. (a) Keep proper books of records and account in which full,
true and correct entries in all material respects in conformity with GAAP and all material Requirements of Law shall be made of
all material dealings and transactions in relation to its business and activities and (b) permit representatives of any Lender,
coordinated through the Administrative Agent, to visit and inspect any of its properties and examine and make abstracts from any
of its books and records at any reasonable time and as often as may reasonably be desired and to discuss the business, operations,
properties and financial and other condition of Holdings, the Borrower and its Subsidiaries with officers and employees of Holdings,
the Borrower and its Subsidiaries and with its independent certified public accountants.


 


6.7.         
Notices. Promptly give notice to the Lenders through the Administrative Agent (including by means of IntraLinks or
any similar posting) of:


 


(a)         
the occurrence of any Default
or Event of Default;


 


(b)         
any (i) default or event
of default under any Contractual Obligation of Holdings, the Borrower or any of its Subsidiaries or (ii) litigation, investigation
or proceeding that may exist at any time between Holdings, the Borrower or any of its Subsidiaries and any Governmental Authority,
that, in either case, could reasonably be expected to have a Material Adverse Effect;


 


(c)         
any litigation or proceeding
commenced against Holdings, the Borrower or any of its Subsidiaries which could reasonably be expected to have a Material Adverse
Effect;


 


(d)         
the actual knowledge of
the occurrence of any of the following events, if a Material Adverse Effect would result: (i) the occurrence of any Reportable
Event with respect to any Single Employer Plan, a failure by a Loan Party or a Commonly Controlled Entity to make any required
contribution to a Plan, the creation of any Lien on the assets of Loan Party in favor of the PBGC or a Plan or any withdrawal by
a Loan Party or a Commonly Controlled Entity from, or the termination, or Insolvency of, any Multiemployer Plan, (ii) the institution
of proceedings or the taking of any other action by the PBGC or any Loan Party or any Commonly Controlled Entity or any Multiemployer
Plan with respect to the withdrawal of a Loan Party or Commonly Controlled Entity from, or the termination, or Insolvency of, any
Plan or (iii) within five Business Days after the receipt thereof by any Loan Party or any Commonly Controlled Entity, a copy of
any notice from the PBGC stating its intention to terminate a Plan or to have a trustee appointed to administer any Plan;


 






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(e)         
any determination by the
Borrower to treat the Loans and/or Letters of Credit as being a “reportable transaction” (within the meaning of Treasury
Regulation Section 1.6011-4), and promptly thereafter, the Borrower shall deliver a duly completed copy of IRS Form 8886 or any
successor form to the Administrative Agent; and


 


(f)         
any other development or
event that has had or could reasonably be expected to have a Material Adverse Effect.


 


Each notice pursuant to this Section 6.7 shall be accompanied
by a statement of a Responsible Officer setting forth details of the occurrence referred to therein and stating what action Holdings,
the Borrower or the relevant Subsidiary proposes to take with respect thereto.


 


6.8.         
Environmental Laws.


 


(a)         
Except as, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, comply with, and ensure
compliance by all tenants and subtenants, if any, with, all applicable Environmental Laws, and obtain and comply with and maintain,
and ensure that all tenants and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws.


 


(b)         
Except as, in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, conduct and complete
all investigations, studies, sampling and testing, and all remedial, removal and other actions, required under Environmental Laws
and promptly comply with all lawful orders and directives of all Governmental Authorities regarding Environmental Laws.


 


6.9.          Additional
Collateral. With respect to any new Subsidiary (other than any Specified Excluded Subsidiary so long as it qualifies or
subject to the proviso of the definition of “De Minimis Subsidiary”, at the option of the Borrower, any De
Minimis Subsidiary) created or acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in
the event that any Specified Excluded Subsidiary ceases to qualify as such, it being understood that such Subsidiaries will
not be required to become Subsidiary Guarantors until such time), promptly (a) execute and deliver to the Administrative
Agent such amendments to the Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to
grant to the Administrative Agent, for the benefit of the Lenders, or the Borrower, as the case may be, a perfected first
priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity Interests of such new
Subsidiary and all other property of the type that would constitute Collateral of such new Subsidiary (including Intercompany
Obligations) that are held by Holdings, the Borrower or any of its Subsidiaries, (a) limited in the case of the Equity
Interests of any Foreign Subsidiary or Foreign Holding Company, to 66% of the total outstanding Equity Interests of such
Foreign Subsidiary or Foreign Holding Company and (b) excluding any Equity Interests of such Subsidiary in excess of the
maximum amount of such Equity Interests that could be included in the Collateral without creating, in connection with the
pledge thereof under any class of debt securities that is secured on a pari passu basis with the Obligations, a requirement
pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate financial statements of such Subsidiary to be
included in filings by the Borrower with the SEC, and (ii) any Collateral with respect to such new Subsidiary as described in
the Guarantee and Collateral Agreement, (b) deliver to the Administrative Agent the certificates, if any, representing such
Equity Interests (constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC), and any
intercompany notes or other instruments evidencing Intercompany Obligations and all other rights and interests constituting
Collateral, together with, as applicable, undated powers, instruments of transfer and endorsements, in blank, executed and
delivered by a duly authorized officer of Holdings, the Borrower or such Subsidiary, as the case may be, and (c) cause such
new Subsidiary (i) to deliver an Assumption Agreement with respect to the Guarantee and Collateral Agreement and (ii) to
take such actions necessary or advisable to grant to the Administrative Agent for the benefit of the Lenders a perfected
first priority security interest, subject to Liens not prohibited by Section 7.3, in the Collateral described in the
Guarantee and Collateral Agreement with respect to such new Subsidiary, including the filing of Uniform Commercial Code
financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement or by law or as may
be requested by the Administrative Agent.


 






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6.10.         
Regulated Subsidiaries. With respect to each Regulated Subsidiary, (a) take reasonable steps to obtain the consents
required from any Governmental Authority to enable such Regulated Subsidiary (unless it is a Shell Subsidiary) to become a Loan
Party and to enable the Loan Parties to pledge as Collateral all of the Equity Interests of such Regulated Subsidiary owned by
them and (b) cause such Regulated Subsidiary to comply with the proviso contained in the definition thereof.


 


SECTION 7           
NEGATIVE COVENANTS


 


Holdings and the Borrower agree that, so
long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any
Lender or any Agent hereunder, Holdings (solely with respect to Sections 7.2, 7.3, 7.4, 7.12, 7.14 and 7.15) and the Borrower shall
not, and shall not permit any Subsidiary of the Borrower to, directly or indirectly:


 


7.1.            
Financial Condition Covenants.


 


(a)             
Consolidated Leverage Ratio. Permit the Consolidated Leverage Ratio determined as of the last day of any fiscal quarter
of the Borrower to exceed 5.0 to 1.0.


 


(b)             
Consolidated First Lien Leverage Ratio. Permit the Consolidated First Lien Leverage Ratio determined as of the last
day of any fiscal quarter of the Borrower to exceed 4.0 to 1.0.


 


7.2.           
Indebtedness. Create, issue, incur, assume, become liable in respect of or suffer to exist any Indebtedness, except:


 


(a)              Indebtedness of any Loan
Party pursuant to any Loan Document;


 


(b)             (i) Indebtedness of the
Borrower to any Subsidiary and of any Wholly Owned Subsidiary Guarantor to the Borrower or any other Subsidiary; (ii) Indebtedness
of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower that is not a Subsidiary
Guarantor; and (iii) Indebtedness incurred by any Subsidiary resulting from Investments made pursuant to Section 7.7(h) in the
form of intercompany loans;


 


(c)              (i) Guarantee Obligations
incurred in the ordinary course of business by the Borrower or any of its Subsidiaries of obligations of any Wholly Owned Subsidiary
Guarantor or, if such Subsidiary is a Guarantor, obligations of the Borrower and (ii) Guarantee Obligations incurred in the ordinary
course of business by any Subsidiary of the Borrower that is not a Subsidiary Guarantor of obligations of any other Subsidiary
of the Borrower that is not a Subsidiary Guarantor;


 


(d)              Indebtedness
of the Borrower and its Subsidiaries (including, without limitation, Finance Lease Obligations) secured by Liens permitted by
Section 7.3(f)(i) in an aggregate principal amount not to exceed the greater of (x) $1,500,000,000 and (y) 5.00% of Consolidated
Net Tangible Assets (measured at the time of incurrence of any Indebtedness pursuant to this clause (d)) at any one time
outstanding;


  



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(e)              Indebtedness of Holdings,
the Borrower and Charter Communications Operating Capital Corp. (and Guarantee Obligations of any Guarantor in respect thereof)
so long as (i) at the time of the incurrence or issuance of such Indebtedness, no Default or Event of Default shall have occurred
and be continuing or would result therefrom, (ii) such Indebtedness shall have no scheduled amortization prior to the date that
is six months after the Term B-2 Maturity Date, (iii) the terms of the documentation for such Indebtedness do not require Holdings,
the Borrower or any of its Subsidiaries to repurchase, repay or redeem such debt securities (or make an offer to do any of the
foregoing) upon the happening of any event (other than as a result of an event of default thereunder or pursuant to customary “change
of control” provisions or asset sale offers) prior to the Term B-2 Maturity Date and (iv) the documentation for such Indebtedness
does not contain financial maintenance covenants (which term shall not include financials-based incurrence tests) and provides
for other covenants, events of default and other terms that the Borrower determines are not worse than market terms for similar
financings at the time such Indebtedness is incurred;


 


(f)              Indebtedness of any Person
that becomes a Subsidiary pursuant to an Investment permitted by Section 7.7 (and any guarantee by any Loan Party thereof), so
long as (i) at the time of the incurrence or issuance of such Indebtedness, no Default or Event of Default shall have occurred
and be continuing or would result therefrom, (ii) such Indebtedness existed at the time of such Investment and was not created
in anticipation thereof, (iii) a certificate of a Responsible Officer of the Borrower stating whether or not such Indebtedness
subjects such new Subsidiary to any restriction of the type described in Section 7.13 (disregarding any exceptions contained in
Section 7.13) and setting forth the nature and extent of such restriction shall have been delivered to the Administrative Agent
and (iv) the aggregate outstanding principal amount of Indebtedness incurred pursuant to this clause (f) that is incurred by any
Person that is not a Loan Party or that is secured by any Liens shall not exceed $2,000,000,000 at any time;


 


(g)              Indebtedness of the Borrower
or any of its Subsidiaries arising from the honoring by a bank or other financial institution of a check, draft or similar instrument
drawn by the Borrower or such Subsidiary in the ordinary course of business against insufficient funds, so long as such Indebtedness
is promptly repaid;


 


(h)              letters of credit for the
account of the Borrower or any of its Subsidiaries obtained other than pursuant to this Agreement, so long as the aggregate undrawn
face amount thereof, together with any unreimbursed reimbursement obligations in respect thereof, does not exceed $1,000,000,000
at any one time;


 


(i)               unsecured Indebtedness
of Holdings;


 


(j)               Indebtedness incurred pursuant
to any sale and leaseback transaction permitted by Section 7.10;


 


(k)              Indebtedness secured by
Liens pursuant to Section 7.3(r) in an aggregate principal amount not to exceed the greater of (x) $1,500,000,000 and (y) 5.00%
of Consolidated Net Tangible Assets (measured at the time of the incurrence of any Indebtedness pursuant to this clause (k)) at
any one time outstanding;


 






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(l)               additional Indebtedness
of the Borrower or any of its Subsidiaries in an aggregate principal amount (for the Borrower and all Subsidiaries) not to exceed
the greater of (x) $1,500,000,000 and (y) 5.00% of Consolidated Net Tangible Assets (measured at the time of incurrence of any
Indebtedness pursuant to this clause (l)) at any one time outstanding;


 


(m)             Indebtednesss pursuant
to a Permitted Securitization Financing; and


 


(n)             Indebtedness in respect
of First Lien Notes (and Guarantee Obligations of any Guarantor in respect thereof) or Pre-Existing Debt that is secured on a pari
passu basis with the Obligations so long as at the time of incurrence (or provision of equal and ratable security) (i) no Default
or Event of Default has occurred and is continuing and (ii) immediately after giving effect to the issuance or assumption of such
First Lien Notes and any substantially concurrent application of the Net Cash Proceeds therefrom (if any) or incurrence (or provision
of equal and ratable security) in respect of such Pre-Existing Debt, the aggregate principal amount of outstanding Term Loans,
First Lien Notes and equally and ratably secured Pre-Existing Debt would not exceed the First Lien Term Cap.


 


7.3.            
Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, whether now owned or hereafter
acquired, except:


 


(a)              Liens for taxes, assessments
and other governmental charges not yet due or that are being contested in good faith by appropriate proceedings, provided
that adequate reserves with respect thereto are maintained on the books of Holdings, the Borrower or its Subsidiaries, as the case
may be, in conformity with GAAP;


 


(b)             carriers’, warehousemen’s,
mechanics’, materialmen’s, repairmen’s or other like Liens arising in the ordinary course of business that are
not overdue for a period of more than 30 days or that are being contested in good faith by appropriate proceedings;


 


(c)              pledges or deposits in
connection with workers’ compensation, insurance and social security legislation;


 


(d)             deposits made to secure
the performance of bids, tenders, trade contracts, leases, statutory or regulatory obligations, surety and appeal bonds, bankers
acceptances, government contracts, performance bonds and other obligations of a like nature incurred in the ordinary course of
business, in each case excluding obligations for borrowed money;


 


(e)              easements, rights-of-way,
municipal and zoning ordinances, title defects, restrictions and other similar encumbrances incurred in the ordinary course of
business that, in the aggregate, are not substantial in amount and that do not in any case materially detract from the value of
the property subject thereto or materially interfere with the ordinary conduct of the business of Holdings, the Borrower or any
of its Subsidiaries;


 


(f)              Liens securing (i) Indebtedness
of the Borrower or any of its Subsidiaries incurred pursuant to Section 7.2(d) to finance the acquisition of fixed or capital assets,
provided that (A) such Liens shall be created substantially simultaneously with the acquisition of such fixed or capital
assets, (B) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (C) the
amount of Indebtedness secured thereby is not increased or (ii) Indebtedness of any Excluded Acquired Subsidiary permitted under
Section 7.2(f) so long as such Liens do not at any time encumber any property other than the property of Excluded Acquired Subsidiaries;


 






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(g)             [Reserved];


 


(h)             Liens created pursuant
to the Guarantee and Collateral Agreement securing obligations of the Loan Parties under (i) the Loan Documents, (ii) Specified
Hedge Agreements, (iii) Specified Cash Management Agreement and (iv) letters of credit issued pursuant to Section 7.2(h) by any
Lender or any Affiliate of any Lender;


 


(i)               any landlord’s Lien
or other interest or title of a lessor under any lease or a licensor under a license entered into by the Borrower or any of its
Subsidiaries in the ordinary course of its business and covering only the assets so leased or licensed;


 


(j)               Liens created under Pole
Agreements on cables and other property affixed to transmission poles or contained in underground conduits;


 


(k)              Liens of or restrictions
on the transfer of assets imposed by any Governmental Authority or other franchising authority, utilities or other regulatory bodies
or any federal, state or local statute, regulation or ordinance, in each case arising in the ordinary course of business in connection
with franchise agreements or Pole Agreements;


 


(l)               Liens arising from judgments
or decrees not constituting an Event of Default under Section 8.1(i);


 


(m)             Liens arising under or
in connection with any sale and leaseback transaction permitted by Section 7.10;


 


(n)             Liens on cash collateral
securing obligations of the Borrower and its Subsidiaries in respect of Hedge Agreements that are not entered into for speculative
purposes and letters of credit issued pursuant to Section7.2(h);


 


(o)             junior Liens on assets
constituting Collateral under the Guarantee and Collateral Agreement securing Indebtedness of the Borrower or any Guarantor incurred
pursuant to Section 7.2(e), which Liens shall be subordinated to the Liens securing the Obligations pursuant to a Junior Lien Intercreditor
Agreement;


 


(p)             [reserved];


 


(q)             Liens on Securitization
Assets securing or transferred pursuant to any Permitted Securitization Financing;


 


(r)              Liens not otherwise permitted
by this Section (which Liens may, at the option of the Borrower, rank pari passu to the Liens securing the Obligations pursuant
to a First Lien Intercreditor Agreement) so long as the aggregate outstanding principal amount of the obligations secured thereby
does not exceed the greater of (x) $1,500,000,000 and (y) 5.00% of Consolidated Net Tangible Assets (measured at the time any such
obligations are secured pursuant to this clause (r)) at any one time outstanding; and


 


(s)              Liens on assets of Holdings,
the Borrower or any Guarantor in each case constituting Collateral under the Guarantee and Collateral Agreement that are subject
to the terms of a First Lien Intercreditor Agreement securing Indebtedness permitted by Section 7.2(n).


 






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7.4.            
Fundamental Changes. Enter into any merger, consolidation or amalgamation, or liquidate, wind up or dissolve itself
(or suffer any liquidation or dissolution), or Dispose of all or substantially all of its property or business, except that:


 


(a)              (i) any Subsidiary of the
Borrower may be merged or consolidated with or into any Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned
Subsidiary Guarantor shall be the continuing or surviving entity) and (ii) any Wholly Owned Subsidiary of the Borrower that is
not a Subsidiary Guarantor may be merged or consolidated with or into any Wholly Owned Subsidiary of the Borrower;


 


(b)             any Subsidiary of the Borrower
with no operations may be merged or consolidated with or into the Borrower (provided that the Borrower shall be the continuing
or surviving entity);


 


(c)              (i) any Subsidiary of the
Borrower may Dispose of any or all of its assets (upon voluntary liquidation or otherwise) to any Wholly Owned Subsidiary Guarantor
and (ii) any Subsidiary may dispose of any or all of its assets to any other Person to effect a Disposition permitted by Section
7.5(f) or Section 7.5(l);


 


(d)             any Shell Subsidiary may
be liquidated or dissolved or otherwise cease to exist; and


 


(e)             so long as no Default or
Event of Default has occurred or is continuing or would result therefrom, Holdings or the Borrower may merge or consolidate with
any other Person; provided that (i) Holdings or the Borrower, as applicable, shall be the continuing or surviving corporation
or (ii) if the Person formed by or surviving any such merger or consolidation is not Holdings or the Borrower, as applicable (any
such Person, the “Successor Company”), (A) the Successor Company shall be an entity organized or existing under
the Laws of the United States, any state thereof, the District of Columbia or any territory thereof, (B) the Successor Company
shall expressly assume all the obligations of Holdings or the Borrower, as applicable, under this Agreement and the other Loan
Documents to which Holdings or the Borrower, as applicable, is a party pursuant to a supplement hereto or thereto in form reasonably
satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such merger or consolidation, shall
have by a supplement to the Guarantee and Collateral Agreement and other applicable Loan Documents confirmed that its obligations
thereunder shall apply to the Successor Company’s obligations under the Loan Documents, (D) the Borrower shall have delivered
to the Administrative Agent an officer’s certificate stating that such merger or consolidation and such supplement to this
Agreement or any Collateral Document comply with this Agreement and (E) the Administrative Agent shall have received such legal
opinions, certificates and other documents as it may reasonably request; provided, further, that if the foregoing
are satisfied, the Successor Company will succeed to, and be substituted for, Holdings or the Borrower, as applicable, under this
Agreement.


 


7.5.            
Disposition of Property. Dispose of any of its property, whether now owned or hereafter acquired, or, in the case
of any Subsidiary, issue or sell any Equity Interests to any Person, except:


 


(a)              the Disposition of obsolete,
surplus or worn out property in the ordinary course of business;


 






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(b)             Dispositions of cash and
Cash Equivalents, and the sale of inventory in the ordinary course of business;


 


(c)              Dispositions expressly
permitted by Section 7.3, 7.4, 7.6 and 7.7;


 


(d)              (i) the sale or issuance
of any Subsidiary’s Equity Interests to the Borrower or any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance
of the Equity Interests of any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the Borrower
that is not a Subsidiary Guarantor;


 


(e)              the sale or issuance of
any Subsidiary’s Equity Interests to a Designated Holding Company; provided that (i) such Equity Interests are contributed
as a capital contribution to the direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is
a Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such contribution) and (ii) no DHC Default shall
have occurred and be continuing or would result therefrom;


 


(f)              the Disposition (directly
or indirectly through the Disposition of 100% of the Equity Interests of a Subsidiary) of assets by the Borrower or any of its
Subsidiaries (it being understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability in respect
of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such Disposition (the “Disposition
Date”; it being understood that, with respect to a series of related Dispositions required pursuant to a plan of Dispositions
contained in a single agreement, the Disposition Date shall be the date of the first such Disposition), no Default or Event of
Default shall have occurred and be continuing or would result therefrom; (ii) all such Dispositions pursuant to this clause (f)
shall not exceed an amount equal to 50% of Total Assets as of the last day of the Test Period then most recently ended; (iii) except
in the case of any Exchange, at least 75% of the proceeds of such Disposition shall be in the form of cash (provided, however,
that, for the purposes of this clause (f), any Designated Non-Cash Consideration received by the Borrower or any of its Subsidiaries
in any Disposition pursuant to this clause (f) having an aggregate fair market value, taken together with all other Designated
Non-Cash Consideration received in connection with any other Disposition pursuant to this clause (f) that is at that time outstanding,
not to exceed the greater of $2,000,000,000 and 3.00% of Total Assets (with the fair market value of each item of Designated Non-Cash
Consideration being measured at the time received and without giving effect to subsequent changes in value) will be deemed to be
cash); and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to the extent required by Section
2.9(a);


 


(g)             any Exchange by the Borrower
and its Subsidiaries; provided that (i) on the relevant Exchange Date, no Default or Event of Default shall have occurred
and be continuing or would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount attributable to the assets
being Exchanged exceeds the annualized asset cash flow amount (determined in a manner comparable to the manner in which Annualized
Asset Cash Flow Amounts are determined hereunder) of the assets received in connection with such Exchange (such excess amount,
an “Exchange Excess Amount”), then, the Disposition of such Exchange Excess Amount shall be permitted by clauses
(ii) and (iii) of Section 7.5(f); and (iii) the Net Cash Proceeds of such Exchange, if any, shall be applied to prepay the Term
Loans to the extent required by Section 2.9(a);


 






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(h)             Dispositions by the Borrower
and its Subsidiaries of property acquired after the Restatement Effective Date (other than property acquired in connection with
Exchanges of property owned on the Restatement Effective Date), so long as (i) no Default or Event of Default shall have occurred
and be continuing or would result therefrom, (ii) a definitive agreement to consummate such Disposition is executed no later than
twelve months after the date on which relevant property is acquired and (iii) such Disposition is consummated within eighteen months
after the date on which the relevant property is acquired;


 


(i)               [reserved];


 


(j)               the Disposition by the
Borrower and its Subsidiaries of other property having a fair market value not to exceed $100,000,000 in the aggregate for any
fiscal year of the Borrower;


 


(k)              Dispositions of Investments
permitted by Section 7.7(h); provided that (i) no Default or Event of Default shall have occurred and be continuing or would
result therefrom and (ii) such Disposition is made for fair market value; and


 


(l)               Dispositions
of Securitization Assets pursuant to a Permitted Securitization Financing.


 


It is understood that this Section 7.5 does not apply to the
sale or issuance of the Equity Interests of the Borrower.


 


7.6.            
Restricted Payments. Declare or pay any dividend (other than dividends payable solely in common stock of the Person
making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the
purchase, redemption, defeasance, retirement or other acquisition of, any Equity Interests of Holdings, the Borrower or any Subsidiary,
whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether
in cash or property or in obligations of Holdings, the Borrower or any Subsidiary (collectively, “Restricted Payments”),
except that:


 


(a)              (i) any Subsidiary may
make Restricted Payments to the Borrower or any Wholly Owned Subsidiary Guarantor, (ii) any Subsidiary of the Borrower that is
not a Subsidiary Guarantor may make Restricted Payments to any other Subsidiary of the Borrower and (iii) if such Subsidiary is
not a Wholly Owned Subsidiary, any Subsidiary may make Restricted Payments to each holder of its Equity Interests other than the
Borrower or any of its Subsidiaries so long as such Restricted Payment is made on a pro rata basis to the holders of the applicable
class of Equity Interests;


 


(b)             the Borrower may make distributions
(directly or indirectly) to any Qualified Parent Company or any Affiliate of the Borrower for the purpose of enabling such Person
to make interest payments or dividend payments in respect of its Qualified Indebtedness (other than interest or dividends that
become due as a result of the acceleration of the maturity of such Indebtedness after an event of default or similar event), provided
that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) no DHC Default shall
have occurred and be continuing or would result therefrom (unless the use of proceeds of such distribution cures all such DHC Defaults)
and (iii) each such distribution shall be made no earlier than 30 days prior to the date the relevant interest payment or dividend
payment is due;


 






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(c)              the
Borrower may make distributions to any Qualified Parent Company to be used to repay, repurchase, redeem, cancel or otherwise
acquire or retire (collectively, “Debt Repayment”) any such Person’s Indebtedness; provided that (i) no
Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) no DHC Default shall have
occurred and be continuing or would result therefrom (unless the use of proceeds of such distribution cures all such DHC
Defaults) and (iii) such distribution shall be made no earlier than 60 days prior to the date the relevant Debt Repayment is
made;


 


(d)             (i) in respect of any calendar
year or portion thereof during which the Borrower is a Flow-Through Entity (a “Flow-Through Tax Period”), so
long as no Default or Event of Default has occurred and is continuing or would result therefrom, and without duplication of Section
7.7(k), the Borrower may make distributions (directly or indirectly) to the direct or indirect holders of the Equity Interests
of the Borrower, in an amount sufficient to permit each such holder to make Permitted Tax Payments; provided that, for the avoidance
of doubt, the Borrower may make distributions pursuant to this clause (i) during periods that are not Flow-Through Tax Periods
to the extent Permitted Tax Payments relating to any Flow-Through Tax Period subsequently arise as the result of an audit, proceeding
or other adjustment; and (ii) in respect of any calendar year or portion thereof where subclause (i) does not apply but during
which the Borrower or any of its Subsidiaries is a member of a consolidated, unitary, combined or similar income tax group of which
CCI (or any direct or indirect Subsidiary of CCI that is a parent company of the Borrower) is the common parent, without duplication
of Section 7.7(k), the Borrower may make distributions (directly or indirectly) to the common parent, the proceeds of which will
be used to make Permitted Tax Payments attributable to the relevant attributes of the Borrower and/or its Subsidiaries (as applicable)
in an amount not to exceed the Permitted Tax Payments that would have been payable by the Borrower and/or its Subsidiaries (as
applicable) on a stand-alone basis, reduced by any such Permitted Tax Payments made directly by the Borrower and/or its Subsidiaries;


 


(e)              so long as no Default or
Event of Default has occurred and is continuing or would result therefrom, the Borrower may make distributions to any of its Affiliates;
provided that the aggregate of all distributions made under this Section 7.6(e) shall not exceed the greater of $1,000,000,000
and 1.00% of Total Assets during the term of this Agreement;


 


(f)              so long as no Default or
Event of Default has occurred and is continuing or would result therefrom, the Borrower may make distributions to any Qualified
Parent Company or direct payments to be used to repurchase, redeem or otherwise acquire or retire for value any Equity Interests
of any Qualified Parent Company held by any member of management of Holdings or any other Qualified Parent Company, the Borrower
or any of its Subsidiaries pursuant to any management equity subscription agreement, stock option agreement or similar agreement
or arrangement, provided that the aggregate amount of such distributions shall not exceed $150,000,000 in any fiscal year of the
Borrower;


 


(g)             the
Borrower may make distributions to any Qualified Parent Company to permit such Qualified Parent Company to pay (i) attorneys’
fees, investment banking fees, accountants’ fees, underwriting discounts and commissions and other customary fees and expenses
(including any commitment and other fees payable in connection with credit facilities) actually incurred in connection with any
issuance, sale or incurrence by such Qualified Parent Company of Equity Interests or Indebtedness, any exchange of securities
or a tender for outstanding debt securities or any actual or proposed Investment, (ii) the costs and expenses of any offer to
exchange privately placed securities in respect of the foregoing for publicly registered securities or any similar concept having
a comparable purpose, (iii) other administrative expenses (including legal, accounting, other professional fees and costs, printing
and other such fees and expenses) incurred in the ordinary course of business, in an aggregate amount in the case of this
clause (iii) not to exceed $5,000,000 in any fiscal year or (iv) all or a portion of the consideration payable for any Investment
that would have been permitted to be made by the Borrower pursuant to Section 7.7, including, without limitation, (A) all payments
required to be made with respect to the Bright House Acquisition Transactions pursuant to the Bright House Transaction Agreements
(including, without limitation, all post-acquisition payments pursuant to the Bright House Transaction Agreements) and (B) all
payments pursuant to agreements entered into in connection with any such Investment (including, without limitation, post-acquisition
payments required to be made in connection with purchase price adjustments or the utilization of tax assets); provided
that (a) the assets or Equity Interests acquired in such Investment (to the extent of amounts distributed by the Borrower to enable
such Qualified Parent Company to make such Investment) are promptly contributed to the capital of (or otherwise transferred to)
the Borrower or a Subsidiary and (b) such Investment shall be deemed for purposes of Section 7.7 to be an Investment by the Borrower;


 






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(h)             so long as no Default or
Event of Default has occurred and is continuing or would result therefrom, the Borrower may make Restricted Payments in the amount
of any payment or amount received, directly or indirectly, by it from any Non-Recourse Subsidiary (other than an Escrow Borrower)
concurrently with the receipt of such payment or amount;


 


(i)               the
Borrower and its Subsidiaries may make Restricted Payments; provided that (i) no Default or Event of Default has
occurred and is continuing or would result therefrom and (ii) the Consolidated Leverage Ratio determined as of the last day
of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to
Section 6.1(a) or (b), as applicable, after giving pro forma effect to such Restricted Payment, is less than or equal
to 3.50:1.00;


 


(j)               the Borrower and its Subsidiaries
may make Restricted Payments for purposes of making interest payments or paying any premium in connection with any Indebtedness
of any Affiliate of the Borrower that is incurred by any Escrow Borrower or any other special purpose entity formed for purposes
of being the issuer of such Indebtedness during any period where the proceeds of such Indebtedness are held in escrow pursuant
to escrow arrangements, and, in the case of Incremental Term Loans, if an Escrow Borrower has assumed the obligations of the Borrower
with respect to any Incremental Term Loans originally funded to the Borrower resulting in such Incremental Term Loans becoming
Escrow Term Loans, additional Restricted Payments in an amount not to exceed the principal amount of such Escrow Term Loans;


 


(k)              the
Borrower and its Subsidiaries may make any Restricted Payment in an amount not to exceed the Available Amount at the time such
Restricted Payment is made so long as no Default or Event of Default has occurred and is continuing or would result therefrom;
and


 


(l)               the
Borrower and its Subsidiaries may make any Restricted Payment as part of a Permitted Securitization Financing.


 


7.7.           
Investments. Make any advance, loan, extension of credit (by way of guaranty or otherwise) or capital contribution
to, or purchase any Equity Interests, bonds, notes, debentures or other debt securities of, or any assets constituting a significant
part of a business unit of, or make any other investment in, any Person (all of the foregoing, “Investments”),
except:


 


(a)               extensions of trade credit
in the ordinary course of business;


 






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(b)              investments in Cash Equivalents;


 


(c)              Guarantee Obligations permitted
by Section 7.2;


 


(d)             loans and advances to employees
of the Borrower or any of its Subsidiaries in the ordinary course of business (including for travel, entertainment and relocation
expenses) in an aggregate amount not to exceed $25,000,000 at any one time outstanding;


 


(e)              Investments (including
capital expenditures) (i) by the Borrower or any of its Subsidiaries in (x) the Borrower or any Subsidiary that, prior to such
Investment, is a Wholly Owned Subsidiary Guarantor, or (y) any then existing Subsidiary that is not a Subsidiary Guarantor if such
Subsidiary becomes a Wholly Owned Subsidiary Guarantor concurrently with the making of such Investment and (ii) by any Subsidiary
of the Borrower that is not a Subsidiary Guarantor in any other Subsidiary of the Borrower that is not a Subsidiary Guarantor;


 


(f)              acquisitions by the Borrower
or any Wholly Owned Subsidiary Guarantor of operating assets (substantially all of which pertain to a Permitted Line of Business),
directly through an asset acquisition or indirectly through the acquisition of the Equity Interests of a Person substantially engaged
in a Permitted Line of Business (when after giving effect to the acquisition of such Equity Interests, the Borrower and its Wholly
Owned Subsidiary Guarantors will own 100% of the Equity Interests of such Person) , provided, that (i) no Default or Event
of Default shall have occurred and be continuing or would result therefrom and (ii) at no time shall the aggregate Consideration
paid during the period from the date of consummation of the Acquisition Transactions through such time in connection with any such
acquisitions of Equity Interests of Persons who, together with their Subsidiaries, are not Wholly Owned Subsidiary Guarantors at
such time, exceed the greater of $3,000,000,000 and 2.00% of Total Assets;


 


(g)             the Borrower or any of
its Subsidiaries may (x) contribute operating assets to any Non-Recourse Subsidiary (other than an Escrow Borrower) so long as
(i) such Disposition is permitted pursuant to Section 7.5(f), (ii) no Default or Event of Default shall have occurred and be continuing
or would result therefrom, (iii) after giving effect thereto, the Consolidated Leverage Ratio shall be equal to or lower than the
Consolidated Leverage Ratio in effect immediately prior thereto and (iv) the Equity Interests received by the Borrower or any of
its Subsidiaries in connection therewith shall be pledged as Collateral (either directly or through a holding company parent of
such Non-Recourse Subsidiary so long as such parent is a Wholly Owned Subsidiary Guarantor) and (y) make investments to consummate
or otherwise pursuant to any Permitted Securitization Financing;


 


(h)             in
addition to Investments otherwise expressly permitted by this Section, Investments by the Borrower or any of its Subsidiaries
in an aggregate amount outstanding at any time (initially valued at cost and giving effect to all payments received in respect
thereof whether constituting dividends, prepayment, interest, return on capital or principal or otherwise unless such payments
are from a Non-Recourse Subsidiary (other than an Escrow Borrower) and applied to make a Restricted Payment under Section 7.6(h)
or an Investment under Section 7.7 (l) or 7.7(m)), not to exceed the sum of the greater of (x) $300,000,000 and (y) 1.00% of Consolidated
Net Tangible Assets (measured at the time of any Investment pursuant to this clause (h)) plus the aggregate amount of cash
and assets (valued at fair market value) contributed by any Designated Holding Company to the Borrower after April 27, 2004 in
the form of common equity; provided, that (i) no such Investment may be made at any time when a Default or Event of Default
has occurred and is continuing or would result therefrom and (ii) none of the proceeds of such Investment may be used directly
or indirectly to repay, repurchase, redeem or otherwise acquire or retire for value Indebtedness of any Qualified Parent Company
or otherwise in a manner that would be prohibited by Section 7.6 if the Borrower or any Subsidiary (directly or indirectly) used
such proceeds in such manner;


 






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(i)               any Excluded Acquired Subsidiary
may make investments in any other Excluded Acquired Subsidiary;


 


(j)               the Borrower may purchase
or otherwise acquire Indebtedness of a Qualified Parent Company in connection with any Debt Repayment so long as (i) such Debt
Repayment is consummated within 60 days after such purchase, (ii) the amount expended to effectuate such purchase (or, in the case
of a debt-for-debt exchange, the principal amount of the Indebtedness issued in exchange for such Qualified Parent Company Indebtedness)
could, on the date such purchase is made (the “Test Date”), have been distributed to a Qualified Parent Company
to effectuate a Debt Repayment pursuant to Section 7.6(c), and (iii) on the date such Debt Repayment is consummated, no Default
or Event of Default shall have occurred and be continuing;


 


(k)              loans or advances to any
direct or indirect parent company of the Borrower in lieu of Restricted Payments permitted by Section 7.6(d);


 


(l)              so long as no Default or
Event of Default has occurred and is continuing or would result therefrom, the Borrower and its Subsidiaries may make Investments
in any Non-Recourse Subsidiary with the proceeds of distributions from any Non-Recourse Subsidiary (other than an Escrow Borrower)
concurrently with the receipt of such proceeds;


 


(m)             the Borrower and its Subsidiaries
may contribute operating assets to a Wholly Owned Subsidiary, provided that (i) no Default or Event of Default has occurred
and is continuing or would result therefrom, (ii) a binding Contractual Obligation with a counterparty other than a member of the
Charter Group to Dispose of such assets or Wholly Owned Subsidiary is in effect at the time of such contribution, (iii) such Disposition
is consummated in accordance with Section 7.5(f) within five Business Days of such contribution or, if such Disposition is not
so consummated, then within eight Business Days of such contribution such contribution is reversed or such Wholly Owned Subsidiary
complies with Section 6.9 and (iv) such Wholly Owned Subsidiary shall not make any Investments with such assets or the proceeds
thereof, including pursuant to Section 7.7(e)(ii) or (iv);


 


(n)             Investments by the Borrower
and its Subsidiaries in any Escrow Borrower or other Non-Recourse Subsidiary for purposes of funding original issue discount, upfront
fees, redemption or repayment premium and interest with respect to any Escrow Incremental Term Loans or debt securities issued
pursuant to escrow arrangements, in each case, to the extent such Escrow Incremental Term Loans and debt securities are intended
to provide a portion of the funds to finance the Acquisition Transactions or any other Investment so long as the assets or Equity
Interests to be acquired with the proceeds of such Escrow Incremental Term Loans or debt securities issued pursuant to escrow arrangements
are promptly contributed or otherwise transferred to the Borrower or a Subsidiary promptly upon the use of such proceeds, and,
in the case of Incremental Term Loans, if such Escrow Borrower has assumed the obligations of the Borrower with respect to any
Incremental Term Loans originally funded to the Borrower resulting in such Incremental Term Loans becoming Escrow Term Loans, additional
Investments in an amount not to exceed the principal amount of such Escrow Term Loans;


 






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(o)             the Borrower and its Subsidiaries
may make any Investment in an amount not to exceed the Available Amount at the time such Investment is made so long as no Default
or Event of Default has occurred and is continuing or would result therefrom.


 


7.8.            
Certain Payments and Modifications Relating to Indebtedness and Management Fees.


 


(a)             
Make or offer to make any payment, prepayment, repurchase, purchase or redemption in respect of, or otherwise optionally
or voluntarily defease or segregate funds with respect to (collectively, “prepayment”), any Specified Long-Term Indebtedness
prior to the scheduled final maturity thereof, other than (i) the payment of scheduled interest and principal payments required
to be made in cash, (ii) the prepayment of Specified Subordinated Debt with the proceeds of other Specified Long-Term Indebtedness
or of Loans or with cash on hand, (iii) the prepayment of any Specified Long-Term Indebtedness with the proceeds of other Specified
Long-Term Indebtedness, so long as such new Indebtedness has covenants and event of default provisions no more restrictive in
any material respect than those applicable to the Indebtedness being refinanced, (iv) the prepayment of any Specified Long-Term
Indebtedness with the proceeds of substantially concurrent capital contributions made to Holdings, and then contributed to the
Borrower, in each case in the form of common equity, (v) the prepayment of any Specified Long-Term Indebtedness effected solely
by exchanging such debt for Indebtedness of a Qualified Parent Company, (vi) the prepayment of Specified Long-Term Indebtedness
so long as no Default or Event of Default has occurred and is continuing or would result therefrom and (vii) additional prepayments
of Specified Long-Term Indebtedness in an amount not to exceed the Available Amount at the time such prepayment is made so long
as no Default of Event of Default has occurred and is continuing or result therefrom.


 


(b)               
Amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to
any of the terms of any Specified Long-Term Indebtedness in a manner, taken as a whole, that would be materially adverse to the
Lenders; provided that no such amendment, modification, waiver or other change will be materially adverse to the Lenders
if, after giving effect to such amendment, modification, waiver or other change, such Specified Long-Term Indebtedness would have
been permitted to be incurred hereunder on the effective date of such amendment, modification, waiver or other change.


 


(c)               
Make or agree to make any payment in respect of management fees to any Person, directly or indirectly, other than (i) to
the Borrower or a Wholly Owned Subsidiary Guarantor, (ii) any amounts required to be paid or reimbursed to the manager under the
Management Fee Agreement with respect to actual costs, fees, expenses, and other similar amounts thereunder, without any mark-up
or premium and (iii) pursuant to a Permitted Securitization Financing.


 


(d)               
Amend, modify, waive or otherwise change, or consent or agree to any amendment, modification, waiver or other change to,
any of the terms of the Management Fee Agreement, other than any such amendment, modification, waiver or other change that (i)
(x) would extend the due date or reduce (or increase to the amount permitted by Section 7.8(c)) the amount of any payment thereunder
or (y) does not adversely affect the interests of the Lenders (it being understood that a change in the manager thereunder to another
member of the Charter Group or a renewal of such agreement does not adversely affect the interests of the Lenders) and (ii) does
not involve the payment of a consent fee.


 






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7.9.           
Transactions with Affiliates. Enter into any transaction, including any purchase, sale, lease or exchange of property,
the rendering of any service or the payment of any management, advisory or similar fees, with any Affiliate (other than transactions
between or among Holdings, the Borrower or any Subsidiary) unless such transaction is (a) not prohibited under this Agreement
and (b) upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary, as the case may be, in any material
respect than it would obtain in a comparable arm’s length transaction with a Person that is not an Affiliate. The foregoing
restrictions shall not apply to (i) transactions expressly permitted by Section 7.6, Section 7.7(g)(y), Section 7.7(h) or Section
7.8(c), (ii) amounts paid under the Management Fee Agreement, (iii) the entry into or performance of obligations under any customary
tax sharing agreement, (iv) transactions with a Person that is an Affiliate solely as a result of the Borrower’s or any
Subsidiary’s ownership of Equity Interests of, or other Investments in, such Person, (v) employment agreements entered into
by the Borrower and its Subsidiaries in the ordinary course of business, (vi) payment of reasonable directors fees and customary
indemnification and insurance arrangements in favor of directors and officers, (vii) transactions with an Escrow Borrower, including
any Escrow Funding Assignment, any Escrow Assumption and the entrance into any agreements related thereto so long as the proceeds
of any related Indebtedness of the assets or Equity Interest acquired therewith are promptly contributed or otherwise transferred
to the Borrower or a Subsidiary promptly upon the use of such proceeds and (viii) transactions with any captive insurance company.


 


7.10.         
Sales and Leasebacks. Enter into any arrangement with any Person (other than Subsidiaries of the Borrower) providing
for the leasing by the Borrower or any Subsidiary of real or personal property that has been or is to be sold or transferred by
the Borrower or such Subsidiary to such Person or to any other Person to whom funds have been or are to be advanced by such Person
on the security of such property or rental obligations of the Borrower or such Subsidiary unless, after giving effect thereto,
the aggregate outstanding amount of Attributable Debt does not exceed the greater of $1,000,000,000 and 1% of Total Assets.


 


7.11.         
[Reserved].


 


7.12.         
Negative Pledge Clauses. Enter into or suffer to exist or become effective any agreement that prohibits or limits
the ability of Holdings, the Borrower or any of its Subsidiaries to create, incur, assume or suffer to exist any Lien upon any
of its property or revenues, whether now owned or hereafter acquired, to secure obligations under this Agreement or the other
Loan Documents (to the extent that such limitation would have the effect of prohibiting Holdings, the Borrower or any of its Subsidiaries
from granting a Lien on any of its assets to secure all obligations under this Agreement and the other Loan Documents in respect
of a principal amount of Indebtedness that is not greater than the excess of (i) (x) the First Lien Term Cap on the Restatement
Effective Date plus (y) the Revolving Commitment Cap minus (ii) the principal amount of First Lien Notes at any time and the principal
amount of Indebtedness repaid under this Agreement from the proceeds of asset sales and casualty events) other than (a) this Agreement
and the other Loan Documents, (b) any agreements governing any purchase money Liens or Finance Lease Obligations otherwise permitted
hereby (in which case, any prohibition or limitation shall only be effective against the assets financed thereby), (c) pursuant
to Contractual Obligations assumed in connection with Investments (but not created in contemplation thereof) so long as the maximum
aggregate liabilities of Holdings, the Borrower and its Subsidiaries pursuant thereto do not exceed $10,000,000 at any time, (d)
[reserved], (e) pursuant to agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes
a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such
Indebtedness was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired
Subsidiary and its Subsidiaries, (f) as contained in any other agreement governing Indebtedness secured by Liens described in
Section 7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the Loan Documents,
(g) as contained in any QPC Indenture as in effect on the Restatement Effective Date or in any other agreement governing Indebtedness
of Holdings described in Section 7.3(e), (i) or (m) or Indebtedness of any Qualified Parent Company, in each case, so long as
such restrictions are no more onerous in any material respect than those contained in any QPC Indenture as in effect on the Restatement
Effective Date, (h) customary provisions in leases and licenses entered into in the ordinary course of business or as required
in any franchise permit, (i) customary restrictions in an agreement to Dispose of assets in a transaction permitted under Section
7.5 solely to the extent that such restriction applies solely to the assets to be so Disposed and (j) restrictions imposed with
a Permitted Securitization Financing.


 






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7.13.         
Clauses Restricting Subsidiary Distributions. Enter into or suffer to exist or become effective any consensual encumbrance
or restriction on the ability of any Subsidiary of the Borrower to (a) make Restricted Payments in respect of any Equity Interests
of such Subsidiary held by, or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans
or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c) transfer any of its assets
to the Borrower or any other Subsidiary of the Borrower, except for such encumbrances or restrictions existing under or by reason
of (i) any restrictions existing under the Loan Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant
to an agreement that has been entered into in connection with the Disposition of all or substantially all of the Equity Interests
or assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) any restriction pursuant to a Permitted
Securitization Financing, (iv) any restrictions contained in documents governing Indebtedness permitted under Section 7.2(e), (i),
(l) or (n) or any other agreement governing Indebtedness (including Indebtedness of a Qualified Parent Company or Indebtedness
secured by Liens described in Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect
than those contained in the Loan Documents or any QPC Indenture as in effect on the Restatement Effective Date, or (y) the Borrower
determines in good faith at the time such documents are entered into that such restrictions are not likely to result in a material
impairment of the ability of the Loan Parties to perform their payment obligations under this Agreement or materially restrict
the ability of Subsidiaries that are not Loan Parties to make distributions and transfers of property to the Loan Parties, (v)
any restrictions contained in agreements governing Indebtedness assumed in connection with the acquisition of any Person that becomes
a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section 7.2(f) or (l) and such Indebtedness
was not created or incurred in contemplation of such acquisition and such restrictions apply only to such acquired Subsidiary and
its Subsidiaries, (vi) restrictions contained in any agreement governing Indebtedness secured by Liens described in Section 7.3(o)
so long as such restrictions are no more onerous in any material respect than those contained in the Loan Documents, (vii) restrictions
contained in any QPC Indenture as in effect on the Restatement Effective Date, (viii) [reserved], (ix) customary restrictions in
an agreement to Dispose of assets in a transaction permitted under Section 7.5 to the extent that such restriction applies solely
to such assets, (x) customary anti-assignment provisions in leases and licenses entered into in the ordinary course of business
or as required in any franchise permit, and (xi) restrictions governing Indebtedness permitted under Section 7.2(d) to the extent
prohibiting transfers of the assets financed with such Indebtedness.


 


7.14.         
Lines of Business.


 


(a)             
Enter into any business, either directly or through any Subsidiary, except for (i) those businesses in which the Borrower
and its Subsidiaries are engaged on the Restatement Effective Date and (ii) businesses which are reasonably similar, incidental,
complementary, synergistic, ancillary or otherwise related thereto or reasonable extensions thereof (including any geographic expansion
of the businesses) (collectively, “Permitted Lines of Business”).


 


(b)            
[Reserved.]


 






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(c)             
In the case of Holdings, (i) conduct, transact or otherwise engage in, commit to conduct, transact or otherwise engage in
any business or operations other than a Permitted Line of Business, (ii) incur any obligations or liabilities other than obligations
under the Loan Documents, Indebtedness permitted to be incurred by it under Section 7.2 and other customary obligations incidental
to its existence and ownership and liabilities and obligations related to the purchase or ownership of Indebtedness that it is
not prohibited from purchasing or owning pursuant to any Loan Document or (iii) use any proceeds or amounts received from the Borrower
or any of its Subsidiaries for purposes of enabling it to effect any transaction prohibited under Section 7.7(h)(ii).


 


(d)             
In the case of Charter Communications Operating Capital Corp., (i) conduct, transact or otherwise engage in, commit to conduct,
transact or otherwise engage in any business or operations, (ii) own, lease, manage or otherwise operate any properties or assets
or (iii) incur any obligations or liabilities other than obligations under the Loan Documents, Indebtedness under Section 7.2(e)
or (k) and other customary obligations incidental to its existence.


 


7.15.         
Investments in the Borrower. In the case of Holdings, make any Investment in the Borrower other than in the form
of a capital contribution or a loan or a Guarantee Obligation in respect of any obligation of the Borrower.


 


SECTION 8           
EVENTS OF DEFAULT


 


8.1.            
Events of Default. If any of the following events shall occur and be continuing:


 


(a)              the Borrower shall fail
to pay any principal of any Loan or Reimbursement Obligation when due in accordance with the terms hereof; or the Borrower shall
fail to pay any interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any other Loan
Document, within five days after any such interest or other amount becomes due in accordance with the terms hereof; or


 


(b)             any representation or warranty
made or deemed made by any Loan Party herein or in any other Loan Document or that is contained in any certificate, document or
financial or other statement furnished by it at any time under or in connection with this Agreement or any such other Loan Document
shall prove to have been inaccurate in any material respect on or as of the date made or deemed made; or


 


(c)              any Loan Party shall default
in the observance or performance of any agreement contained in clause (i) or (ii) of Section 6.4(a) (with respect to Holdings and
the Borrower only), Section 6.7(a) or Section 7 of this Agreement or Sections 6.4 and 6.5(b) of the Guarantee and Collateral Agreement;
or


 


(d)              any Loan Party shall default
in the observance or performance of any other agreement contained in this Agreement or any other Loan Document (other than as provided
in paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30 days after notice
to the Borrower from the Administrative Agent or the Required Lenders; or


 






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(e)              Holdings,
the Borrower or any of its Subsidiaries shall (i) default in making any payment of any principal of any Indebtedness (including,
without duplication, any Guarantee Obligation in respect of Indebtedness, but excluding the Loans) on the scheduled or original
due date with respect thereto or (ii) default in making any payment of any interest on any such Indebtedness beyond the period
of grace, if any, provided in the instrument or agreement under which such Indebtedness was created; or (iii) default in the observance
or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement
evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other
event or condition is to cause, or to permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of
such holder or beneficiary) to cause, with the giving of notice if required, such Indebtedness to become due prior to its stated
maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation) to become payable; provided, that,
(x) a default, event or condition described in clause (i), (ii) or (iii) of this paragraph (e) shall not at any time constitute
an Event of Default unless, at such time, one or more defaults, events or conditions of the type described in clause (i), (ii)
or (iii) of this paragraph (e) shall have occurred and be continuing with respect to such Indebtedness the outstanding aggregate
principal amount of which exceeds $750,000,000 and (y) for the avoidance of doubt, a requirement to make a mandatory offer to
repurchase under the terms of any Indebtedness as a result of a “change of control” (or equivalent term) shall not
constitute a Default or an Event of Default under this paragraph (e)(iii) so long as (A) on or prior to the date the events constituting
such “change of control” (or equivalent term) occur, either (I) the terms of such Indebtedness have been amended to
eliminate the requirement to make such offer, (II) such Indebtedness has been defeased or discharged so that such requirement
shall no longer apply (and, in the event such “change of control” is subject to a requirement that a specific credit
ratings event or similar condition subsequent occur, no Event of Default shall exist pursuant to this paragraph (e)(iii) until
such time as the specific credit ratings event or similar condition subsequent has also occurred resulting in the obligor under
such Indebtedness to become unconditionally obligated to make such offer) or (III) solely in the case of Indebtedness of any Person
acquired by the Borrower or any of its Subsidiaries where such “change of control” (or equivalent term) under such
Indebtedness resulted from the Borrower or one of its Subsidiary’s acquisition of such Person, (x) the sum of Available
Liquidity plus any available debt financing commitments from any Revolving Lender or any Affiliate of a Revolving Lender or any
other financial institution of nationally recognized standing available to the Borrower or its Subsidiaries for purposes of refinancing
such Indebtedness is at least equal to the aggregate amount that would be required to repay such Indebtedness pursuant to any
required “change of control offer” (or equivalent term) pursuant to the terms of such Indebtedness at all times prior
to the expiration of the rights of the holders of such Indebtedness to require the repurchase or repayment of such Indebtedness
as a result of such acquisition and (y) the Borrower or the applicable Subsidiary complies with the provisions of such Indebtedness
that are applicable as a result of such acquisition (including by consummating any required “change of control offer”
(or equivalent term) for such Indebtedness); or


 


(f)              any
Designated Holding Company other than Holdings shall (i) default in making any payment of any principal of any Indebtedness
(including, without duplication, any Guarantee Obligation in respect of Indebtedness) on the scheduled or original due date
with respect thereto or (ii) default in making any payment of any interest on any such Indebtedness or default in the
observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any
instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, if such
default or other event or condition, in each case with respect to this clause (ii), results in the acceleration of such
Indebtedness prior to its stated maturity or (in the case of any such Indebtedness constituting a Guarantee Obligation)
causes such Indebtedness to become payable; provided, that a default, event or condition described in clause (i) or
(ii) of this paragraph (f) shall not at any time constitute an Event of Default unless, at such time, one or more defaults,
events or conditions of the type described in clause (i) or (ii) of this paragraph (f) shall have occurred and be continuing
with respect to such Indebtedness the outstanding aggregate principal amount of which exceeds $750,000,000; or


 






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(g)             (i) any Designated Holding
Company, the Borrower or any of its Subsidiaries shall commence any case, proceeding or other action (A) under any existing or
future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking
to have an order for relief entered with respect to it, or seeking to adjudicate it a bankrupt or insolvent, or seeking reorganization,
arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to it or its debts, or
(B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all or any substantial
part of their assets or any Designated Holding Company, the Borrower or any of its Subsidiaries shall make a general assignment
for the benefit of its creditors; or (ii) there shall be commenced against any Designated Holding Company, the Borrower or any
of its Subsidiaries any case, proceeding or other action of a nature referred to in clause (i) above that (A) results in the entry
of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period
of 60 days; or (iii) there shall be commenced against any Designated Holding Company, the Borrower or any of its Subsidiaries any
case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all
or any substantial part of its assets that results in the entry of an order for any such relief that shall not have been vacated,
discharged, or stayed or bonded pending appeal within 60 days from the entry thereof; or (iv) any Designated Holding Company, the
Borrower or any of its Subsidiaries shall take any action in furtherance of, or indicating its consent to, approval of, or acquiescence
in, any of the acts set forth in clause (i), (ii), or (iii) above; or (v) any Designated Holding Company, the Borrower or any of
its Subsidiaries shall generally not, or shall be unable to, or shall admit in writing its inability to, pay its debts as they
become due; or


 


(h)             (i) any “accumulated
funding deficiency” (as defined in Section 302 of ERISA), whether or not waived, shall exist with respect to any Single Employer
Plan or any Lien in favor of the PBGC or a Plan shall arise on the assets of any Loan Party, (ii) a Reportable Event shall occur
with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to
terminate, any Single Employer Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is likely
to result in the termination of such Plan for purposes of Title IV of ERISA, (iii) any Single Employer Plan shall terminate for
purposes of Title IV of ERISA or (iv) any Loan Party or any Commonly Controlled Entity shall, or is likely to, incur any liability
in connection with a withdrawal from, or the Insolvency of, a Multiemployer Plan; and in each case in clauses (i) through (iv)
above, such event or condition, together with all other such events or conditions, if any, would have a Material Adverse Effect;
or


 


(i)               one or more judgments or
decrees shall be entered against Holdings, the Borrower or any of its Subsidiaries involving in the aggregate a liability (to the
extent not paid or fully covered by insurance as to which the relevant insurance company has not declined coverage) of $750,000,000
or more, and all such judgments or decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days
from the entry thereof; or


 


(j)               (i)
the Guarantee and Collateral Agreement shall cease, for any reason (other than the gross negligence or willful misconduct of the
Administrative Agent), to be in full force and effect with respect to any material portion of the Collateral, or any Loan Party
or any Affiliate of any Loan Party shall so assert, or (ii) any Lien created by the Guarantee and Collateral Agreement shall cease
to be enforceable and of the same effect and priority purported to be created thereby with respect to any material portion of
the Collateral (other than in connection with releases in accordance with Section 10.14) or any Loan Party or any Affiliate of
any Loan Party shall so assert; or


 






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(k)              the consummation of any
transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” or
 “group” (as such terms are used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other
than a Qualified Parent Company, has the power, directly or indirectly, to vote or direct the voting of Equity Interests having
more than 50% (determined on a fully diluted basis) of the ordinary voting power for the management of the Borrower (a “Change
of Control”); provided that such Change of Control shall not constitute a Default or Event of Default unless a
Ratings Event has occurred within the Ratings Decline Period; or


 


(l)               [reserved]; or


 


(m)             except as required or otherwise
expressly permitted in this Agreement (i) in the case of any Designated Holding Company, fail to satisfy customary formalities
with respect to organizational separateness, including, without limitation, (A) the maintenance of separate books and records and
(B) the maintenance of separate bank accounts in its own name; (ii) in the case of any Designated Holding Company, fail to act
solely in their own names or the names of their managers and through authorized officers and agents; (iii) in the case of the Borrower
or any of its Subsidiaries, make or agree to make any payment to a creditor of any Designated Holding Company in its capacity as
such; or (iv) in the case of any Designated Holding Company, the Borrower or any of its Subsidiaries, (x) commingle any money or
other assets of any Designated Holding Company with any money or other assets of the Borrower or any of its Subsidiaries or (y)
take any action, or conduct its affairs in a manner, which could reasonably be expected to result in the separate organizational
existence of each Designated Holding Company from the Borrower and its Subsidiaries being ignored under any circumstance, and such
failure, action, agreement, event, condition or circumstance described in any clause of this paragraph (m) shall continue unremedied
for a period of 30 days after notice to the Borrower from the Administrative Agent or the Required Lenders;


 


then, and in any such event, (A) if such event is an Event
of Default specified in clause (i) or (ii) of paragraph (g) above with respect to the Borrower, automatically the Commitments
shall immediately terminate and the Loans hereunder (with accrued interest thereon) and all other amounts owing under this Agreement
and the other Loan Documents (including all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding
Letters of Credit shall have presented the documents required thereunder) shall immediately become due and payable, and (B) if
such event is any other Event of Default, either or both of the following actions may be taken: (i) with the consent of the Required
Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the Administrative Agent shall, by notice
to the Borrower declare the Commitments to be terminated forthwith, whereupon the Commitments shall immediately terminate; and
(ii) with the consent of the Required Lenders, the Administrative Agent may, or upon the request of the Required Lenders, the
Administrative Agent shall, by notice to the Borrower, declare the Loans hereunder (with accrued interest thereon) and all other
amounts owing under this Agreement and the other Loan Documents (including all amounts of L/C Obligations, whether or not the
beneficiaries of the then outstanding Letters of Credit shall have presented the documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and payable. With respect to all Letters of Credit with respect
to which presentment for honor shall not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower
shall at such time comply with Section 3.8. Except as expressly provided above in this Section, presentment, demand, protest and
all other notices of any kind are hereby expressly waived by the Borrower.


 






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Notwithstanding anything to the contrary
herein, solely for the purpose of determining whether a Default has occurred under clause (g) above, any reference in such clause
to any Subsidiary shall be deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon designation
by the Borrower, become an Immaterial Subsidiary affected by any event or circumstances referred to in such clause unless the gross
revenues of such Subsidiary together with the gross revenues of all other Subsidiaries affected by such event or circumstance referred
to in such clause for the period of four fiscal quarters ending on the date of the most recent balance sheet of the Borrower delivered
pursuant to Section 6.1(a) or (b) shall exceed 5% of the gross revenues of the Borrower and its Subsidiaries for such period, in
each case determined in accordance with GAAP.


 


8.2.            
Application of Funds. After the exercise of remedies provided for in Section 8.1 (or after the Loans have automatically
become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized as set forth
in the proviso to Section 8.1), any amounts received on account of the Obligations (other than the Equally and Ratably Secured
Notes Obligations) shall, subject to the Guarantee and Collateral Agreement and any First Lien Intercreditor Agreement, be applied
by the Administrative Agent in the following order:


 


First, to payment of that
portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements
of counsel to the Administrative Agent and amounts payable under Section 2) payable to the Administrative Agent in its capacity
as such;


 


Second, pro rata to (i)
the payment of all other Obligations (other than the Equally and Ratably Secured Notes Obligations) due and owing to the Secured
Parties, ratably among the Secured Parties in proportion to the respective amounts described in this subclause (i) of this clause
Second held by them and (ii) the Cash Collateralization of all Letters of Credit; and


 


Last, the balance, if any,
after all of the Obligations have been indefeasibly paid in full, to the Borrower or as otherwise required by Law.


 


Subject to Section 3.8, amounts used to
Cash Collateralize the aggregate undrawn amount of Letters of Credit pursuant to clause Second above shall be applied to
satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters
of Credit have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations (other than
the Equally and Ratably Secured Notes Obligations), if any, in the order set forth above.


 


Notwithstanding the foregoing, Obligations
arising under Specified Cash Management Agreements, Specified Hedge Agreements and Non-Facility Letters of Credit shall be excluded
from the application described above to occur on any date if the Administrative Agent has not received written notice thereof,
together with such supporting documentation as the Administrative Agent may request, from the applicable Secured Party providing
such Obligations on or prior to such date.


 






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SECTION 9           
THE AGENTS


 


9.1.            
Appointment.


 


(a)             
Each Lender hereby irrevocably designates and appoints the Administrative Agent as the agent of such Lender under this Agreement
and the other Loan Documents, and each such Lender irrevocably authorizes the Administrative Agent, in such capacity, to take such
action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and perform
such duties as are expressly delegated to the Administrative Agent by the terms of this Agreement and the other Loan Documents,
together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the contrary elsewhere in
this Agreement, the Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein,
or any fiduciary relationship with any Lender, and no implied covenants, functions, responsibilities, duties, obligations or liabilities
shall be read into this Agreement or any other Loan Document or otherwise exist against the Administrative Agent.


 


(b)             
The Administrative Agent shall also act as the “collateral agent” under the Loan Documents, and each of the
Lenders (including in its capacities as a party to a Specified Hedge Agreement or Specified Cash Management Agreement) and the
Issuing Lender hereby irrevocably appoints and authorizes the Administrative Agent to act as the agent of such Lender and the Issuing
Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the Loan Parties pursuant
to the Guarantee and Collateral Agreement, together with such powers and discretion as are reasonably incidental thereto. In this
connection, the Administrative Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed
by the Administrative Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any portion
thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and remedies thereunder at the direction
of the Administrative Agent), shall be entitled to the benefits of all provisions of this Section 9 and Section 10 (including Section
9.7, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Guarantee and
Collateral Agreement) as if set forth in full herein with respect thereto.


 


9.2.           
Delegation of Duties. The Administrative Agent may execute any of its duties under this Agreement and the other Loan
Documents by or through agents or attorneys in fact and shall be entitled to advice of counsel concerning all matters pertaining
to such duties. The Administrative Agent shall not be responsible for the negligence or misconduct of any agents or attorneys in
fact selected by it with reasonable care.


 


9.3.            
Exculpatory Provisions. The Administrative Agent shall not have any duties or obligations except those expressly
set forth herein and in the other Loan Documents. Without limiting the generality of the foregoing, the Administrative Agent:


 


(a)              shall not be subject to
any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing;


 


(b)             shall not have any duty
to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated
hereby or by the other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the Required
Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents),
provided that the Administrative Agent shall not be required to take any action that, in its opinion or the opinion of its
counsel, may expose the Administrative Agent to liability or that is contrary to any Loan Document or applicable law; and


 






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(c)              shall not, except as expressly
set forth herein and in the other Loan Documents, have any duty to disclose, and shall not be liable for the failure to disclose,
any information relating to the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as
the Administrative Agent or any of its Affiliates in any capacity.


 


(d)              The Administrative Agent
shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the Required Lenders (or
such other number or percentage of the Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith
shall be necessary, under the circumstances as provided in Section 10.1 and Section 8) or (ii) in the absence of its own gross
negligence or willful misconduct. The Administrative Agent shall be deemed not to have knowledge of any Default unless and until
notice describing such Default is given to the Administrative Agent by the Borrower, a Lender or the Issuing Lender.


 


(e)              The Administrative Agent
shall not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in
or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or other document
delivered hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the
covenants, agreements or other terms or conditions set forth herein or therein or the occurrence of any Default, (iv) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document,
or the creation, perfection or priority of any Lien purported to be created by the Guarantee and Collateral Agreement, (v) the
value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in Section 5 or elsewhere herein,
other than to confirm receipt of items expressly required to be delivered to the Administrative Agent.


 


9.4.           
Reliance by Administrative Agent. The Administrative Agent shall be entitled to rely, and shall be fully protected
in relying, upon any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype
message, statement, order or other document or conversation believed by it to be genuine and correct and to have been signed, sent
or made by the proper Person or Persons and upon advice and statements of legal counsel (including counsel to Holdings or the Borrower),
independent accountants and other experts selected by the Administrative Agent. The Administrative Agent may deem and treat the
payee of any Note as the owner thereof for all purposes unless a written notice of assignment, negotiation or transfer thereof
shall have been filed with the Administrative Agent. The Administrative Agent shall be fully justified in failing or refusing to
take any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the
Required Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified
to its satisfaction by the Lenders against any and all liability and expense that may be incurred by it by reason of taking or
continuing to take any such action. The Administrative Agent shall in all cases be fully protected in acting, or in refraining
from acting, under this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or, if so
specified by this Agreement, all Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding
upon all the Lenders and all future holders of the Loans.


 


9.5.           
Notice of Default. The Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of
any Default or Event of Default unless the Administrative Agent has received notice from a Lender, Holdings or the Borrower referring
to this Agreement, describing such Default or Event of Default and stating that such notice is a “notice of default”.
In the event that the Administrative Agent receives such a notice, the Administrative Agent shall give notice thereof to the Lenders.
The Administrative Agent shall take such action with respect to such Default or Event of Default as shall be reasonably directed
by the Required Lenders (or, if so specified by this Agreement, all Lenders); provided that unless and until the Administrative
Agent shall have received such directions, the Administrative Agent may (but shall not be obligated to) take such action, or refrain
from taking such action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of
the Lenders.


 






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9.6.            
Certain Representations and Agreements by Lenders.


 


(a)             
Each Lender expressly acknowledges that neither the Agents nor any of their respective officers, directors, employees, agents,
attorneys-in-fact or affiliates have made any representations or warranties to it and that no act by any Agent hereafter
taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed to constitute any
representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently and without
reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate, made its
own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness
of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement. Each
Lender also represents that it will, independently and without reliance upon any Agent or any other Lender, and based on such documents
and information as it shall deem appropriate at the time, continue to make its own credit analysis, appraisals and decisions in
taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation as it deems necessary
to inform itself as to the business, operations, property, financial and other condition and creditworthiness of the Loan Parties
and their affiliates. Except for notices, reports and other documents expressly required to be furnished to the Lenders by the
Administrative Agent hereunder, the Administrative Agent shall not have any duty or responsibility to provide any Lender with any
credit or other information concerning the business, operations, property, condition (financial or otherwise), prospects or creditworthiness
of any Loan Party or any affiliate of a Loan Party that may come into the possession of the Administrative Agent or any of its
officers, directors, employees, agents, attorneys-in-fact or affiliates.


 


(b)               
Each Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants,
from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit
of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party,
that at least one of the following is and will be true:


 


(i)              
such Lender is not using “plan assets” (within the meaning of Section 3(42) of ERISA or otherwise) of one or
more Benefit Plans with respect to such Lender’s entrance into, participation in, administration of and performance of the
Loans, the Letters of Credit, the Commitments or this Agreement,


 


(ii)             
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 






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(iii)              
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning
of Part VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to
enter into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such
Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv)              
such other representation, warranty and covenant as may be agreed in writing between the Administrative Agent, in its sole
discretion, and such Lender.


 


 


(c)          
In addition, unless either (1) sub-clause (i) in the immediately preceding clause (a) is true with respect to a Lender or
(2) a Lender has provided another representation, warranty and covenant in accordance with sub-clause (iv) in the immediately preceding
clause (b), such Lender further (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y)
covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for
the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of the Borrower or any other
Loan Party, that the Administrative Agent is not a fiduciary with respect to the assets of such Lender involved in such Lender’s
entrance into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this
Agreement (including in connection with the reservation or exercise of any rights by the Administrative Agent under this Agreement,
any Loan Document or any documents related hereto or thereto).


 


9.7.            
Indemnification. The Lenders agree to indemnify the Administrative Agent, Issuing Lender and Swingline Lender, each
in its capacity as such (to the extent not reimbursed by Holdings or the Borrower and without limiting the obligation of Holdings
or the Borrower to do so), ratably according to their respective Aggregate Exposure Percentages in effect on the date on which
indemnification is sought under this Section (or, if indemnification is sought after the date upon which the Commitments shall
have terminated and the Loans shall have been paid in full, ratably in accordance with such Aggregate Exposure Percentages immediately
prior to such date), from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses or disbursements of any kind whatsoever that may at any time (whether before or after the payment of the Loans)
be imposed on, incurred by or asserted against the Administrative Agent, Issuing Lender or Swingline Lender in any way relating
to or arising out of, the Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or referred
to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Administrative Agent,
Issuing Lender or Swingline Lender under or in connection with any of the foregoing; provided that no Lender shall be liable
for the payment of any portion of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs,
expenses or disbursements that are found by a final and non-appealable decision of a court of competent jurisdiction to have resulted
from such Person’s gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the
Loans and all other amounts payable hereunder.


 


9.8.            
Agent in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from and generally
engage in any kind of business with any Loan Party as though such Agent were not an Agent. With respect to its Loans made or renewed
by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the same rights and powers
under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it were not an Agent, and
the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.


 






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9.9.            
Successor Administrative Agent. So long as no Event of Default has occurred and is continuing, the Administrative
Agent, the Borrower and a successor agent who is a Revolving Lender may, in their sole discretion at any time, agree that such
successor agent shall replace the outgoing administrative Agent as Administrative Agent hereunder and under the other Loan Documents.
In addition, the Administrative Agent may in its sole discretion resign as Administrative Agent at any time upon 30 days’
notice to the Lenders and the Borrower. If the Administrative Agent shall resign as Administrative Agent under this Agreement and
the other Loan Documents, then the Required Lenders shall appoint from among the Lenders a successor agent for the Lenders, which
successor agent shall (unless an Event of Default under Section 8(a) or Section 8(g) with respect to the Borrower shall have occurred
and be continuing) be subject to approval by the Borrower (which approval shall not be unreasonably withheld or delayed). Any successor
agent shall succeed to the rights, powers and duties of the Administrative Agent, and the term “Administrative Agent”
shall mean such successor agent effective upon such appointment and approval, and the former Administrative Agent’s rights,
powers and duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of such former
Administrative Agent or any of the parties to this Agreement or any holders of the Loans. If no successor agent has accepted appointment
as Administrative Agent by the date that is 30 days following a retiring Administrative Agent’s notice of resignation, the
retiring Administrative Agent’s resignation shall nevertheless thereupon become effective, and the Lenders shall assume and
perform all of the duties of the Administrative Agent hereunder until such time, if any, as the Required Lenders appoint a successor
agent as provided for above (except that in the case of any collateral security held by the Administrative Agent on behalf of the
Lenders or the Issuing Lender under any of the Loan Documents, the retiring Administrative Agent shall continue to hold such collateral
security until such time as a successor Administrative Agent is appointed). After any retiring Administrative Agent’s resignation
as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement and the other Loan Documents.


 


Any resignation by the Administrative Agent
pursuant to this Section shall also constitute its resignation as Issuing Lender and Swingline Lender. Upon the acceptance of a
successor’s appointment as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all
of the rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (ii) the retiring Issuing Lender
and Swingline Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan
Documents, and (iii) the successor Issuing Lender shall issue new letters of credit either (x) in substitution for the Letters
of Credit issued by the retiring Issuing Lender or (y) to backstop such Letters of Credit, in each case, if any, outstanding at
the time of such succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume the obligations
of the retiring Issuing Lender with respect to such Letters of Credit. Any Issuing Lender that is not the Administrative Agent
may resign as an Issuing Lender as separately agreed in writing between such Issuing Lender and the Borrower.


 


9.10.         
Agents. Each of the Agents (other than the Administrative Agent) shall have no duties or responsibilities hereunder
in their capacity as such.


 


9.11.         
Collateral and Guaranty Matters. Each of the Lenders (including in its capacities as a party to a Specified Cash
Management Agreement or a Specified Hedge Agreement) and the Issuing Lender irrevocably authorize the Administrative Agent to
release Liens on the Collateral and/or Guarantors from their obligations under the Guarantee and Collateral Agreement under the
circumstances described in Section 9.15 of the Guarantee and Collateral Agreement.


 






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9.12.         
Specified Cash Management Agreements and Specified Hedge Agreements. Except as otherwise expressly set forth herein
or in the Guarantee and Collateral Agreement, no party to a Specified Cash Management Agreement or Specified Hedge Agreement shall
have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document
or otherwise in respect of the Collateral (including the release or impairment of any Collateral) other than in its capacity as
a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of
this Section 9 to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory
arrangements have been made with respect to, obligations arising under Specified Cash Management Agreements and Specified Hedge
Agreements unless the Administrative Agent has received written notice of such obligations, together with such supporting documentation
as the Administrative Agent may request, from the applicable party thereto.


 


SECTION 10       
MISCELLANEOUS


 


10.1.         
Amendments and Waivers. Neither this Agreement, any other Loan Document, nor any terms hereof or thereof may be
amended, supplemented or modified except in accordance with the provisions of this Section 10.1. The Required Lenders and each
Loan Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the Administrative Agent
and each Loan Party party to the relevant Loan Document may, from time to time, (a) enter into written amendments, supplements
or modifications hereto and to the other Loan Documents for the purpose of adding any provisions to this Agreement or the other
Loan Documents or changing in any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive,
on such terms and conditions as the Required Lenders or the Administrative Agent, as the case may be, may specify in such instrument,
any of the requirements of this Agreement or the other Loan Documents or any Default or Event of Default and its consequences;
provided, however, that no such waiver and no such amendment, supplement or modification shall (i) forgive the principal
amount or extend the final scheduled date of maturity of any Loan, extend the scheduled date of or reduce the amount of any amortization
payment in respect of any Term Loan, reduce the stated rate of any interest or fee payable hereunder or extend the scheduled date
of any payment thereof, or increase the amount or extend the expiration date of any Lender’s Commitment, in each case without
the consent of each Lender directly affected thereby; provided, that (x) only the consent of the Borrower and the Administrative
Agent shall be required to make any changes necessary to implement a LIBOR Successor Rate selected by the Borrower and the Administrative
Agent in accordance with Section 2.14 and (y) subject to the limitation contained in Section 2.14, only the consent of the Required
Lenders shall be necessary to select a different LIBOR Successor Rate than the rate previously selected by the Administrative
Agent and the Borrower in accordance with Section 2.14; (ii) eliminate or reduce any voting rights under this Section 10.1
or reduce any percentage specified in the definition of Required Lenders, consent to the assignment or transfer by the Borrower
of any of its rights and obligations under this Agreement and the other Loan Documents, release all or substantially all of the
Collateral or release all or substantially all of the Subsidiary Guarantors from their obligations under the Guarantee and Collateral
Agreement (in each case except in connection with Dispositions consummated or approved in accordance with the other terms of this
Agreement), in each case without the written consent of all Lenders; (iii) reduce the percentage specified in the definition of
Majority Facility Lenders with respect to the Revolving Facility or any Class of Term Loans without the written consent of all
Lenders under the Revolving Facility or such Class of Term Loans, respectively; (iv) amend, modify or waive any provision of Section
9 without the written consent of the Administrative Agent; (v) amend, modify or waive any provision of Section 2.4 or 2.5 without
the written consent of the Swingline Lender; or (vi) amend, modify or waive any provision of Section 3 without the written consent
of each affected Issuing Lender. Any such waiver and any such amendment, supplement or modification shall apply equally to each
of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Agents and all future holders of the Loans. In the
case of any waiver, the Loan Parties, the Lenders and the Agents shall be restored to their former position and rights hereunder
and under the other Loan Documents, and any Default or Event of Default waived shall be deemed to be cured and not continuing;
but no such waiver shall extend to any subsequent or other Default or Event of Default, or impair any right consequent thereon.


 






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Notwithstanding the foregoing, if the Administrative
Agent and the Borrower acting together identify any ambiguity, omission, mistake, typographical error or other defect in any provision
of this Agreement or any other Loan Document, then the Administrative Agent and the Borrower shall be permitted to amend, modify
or supplement such provision to cure such ambiguity, omission, mistake, typographical error or other defect, and such amendment
shall become effective without any further action or consent of any other party to this Agreement.


 


10.2.         
Notices.


 


(a)               
Notices Generally. Except in the case of notices and other communications expressly permitted to be given by telephone
(and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing
and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as follows,
and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable
telephone number, as follows:


 


(i)              
if to the Borrower, the Administrative Agent, an Issuing Lender or a Swingline Lender, to the address, telecopier number,
electronic mail address or telephone number specified for such Person on Schedule 10.2; and


 


(ii)              
if to any other Lender, to the address, telecopier number, electronic mail address or telephone number specified in its
Administrative Questionnaire (including, as appropriate, notices delivered solely to the Person designated by a Lender on its Administrative
Questionnaire then in effect for the delivery of notices that may contain material non-public information relating to the Borrower).


 


Notices and other communications sent by hand or overnight courier
service, or mailed by certified or registered mail, shall be deemed to have been given when received; notices and other communications
sent by telecopier shall be deemed to have been given when sent (except that, if not given during normal business hours for the
recipient, such notices and other communications shall be deemed to have been given at the opening of business on the next Business
Day for the recipient). Notices and other communications delivered through electronic communications to the extent provided in
subsection (b) below shall be effective as provided in such subsection (b).


 


(b)               
Electronic Communications. Notices and other communications to the Lenders and the Issuing Lenders hereunder may
be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures
approved by the Administrative Agent, provided that the foregoing shall not apply to notices to any Lender or any Issuing
Lender pursuant to Section 2 or Section 3 if such Lender or Issuing Lender, as applicable, has notified the Administrative Agent
that it is incapable of receiving notices under such Article by electronic communication. The Administrative Agent or the Borrower
may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications pursuant
to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications.


 






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Unless the Administrative Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s
receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function, as available,
return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during
the normal business hours of the recipient, such notice or communication shall be deemed to have been sent at the opening of business
on the next Business Day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall
be deemed received upon the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i)
of notification that such notice or communication is available and identifying the website address therefor.


 


(c)             
The Platform. The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Joint Lead Arrangers
will make available to the Lenders and each Issuing Lender Borrower Materials by posting the Borrower Materials on the Platform.
THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT
THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS
IN OR OMISSIONS FROM THE BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE
DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH THE BORROWER MATERIALS OR THE PLATFORM. In no event shall the Administrative
Agent or any of its Related Parties (collectively, the “Agent Parties”) have any liability to the Borrower,
any Lender, any Issuing Lender or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in
tort, contract or otherwise) arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials
through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court
of competent jurisdiction by a final and non-appealable judgment to have resulted from the gross negligence or willful misconduct
of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to the Borrower,
any Lender, any Issuing Lender or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed
to direct or actual damages).


 


(d)             
Change of Address, Etc. Each of the Borrower, the Administrative Agent, each Issuing Lender and the Swingline Lender
may change its address, telecopier or telephone number for notices and other communications hereunder by notice to the other parties
hereto. Each other Lender may change its address, telecopier or telephone number for notices and other communications hereunder
by notice to the Borrower, the Administrative Agent, each Issuing Lender and the Swingline Lender. In addition, each Lender agrees
to notify the Administrative Agent from time to time to ensure that the Administrative Agent has on record (i) an effective address,
contact name, telephone number, telecopier number and electronic mail address to which notices and other communications may be
sent and (ii) accurate wire instructions for such Lender.


 


(e)             
Reliance by Administrative Agent, Issuing Lenders and Lenders. The Administrative Agent, the Issuing Lenders and
the Lenders shall be entitled to rely and act upon any notices (including telephonic Notices of Borrowing and requests for Swingline
Loans) purportedly given by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein,
were incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood
by the recipient, varied from any confirmation thereof. The Borrower shall indemnify the Administrative Agent, each Issuing Lender,
each Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance
by such Person on each notice purportedly given by or on behalf of the Borrower. All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the Administrative Agent, and each of the parties hereto hereby
consents to such recording.


 






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10.3.         
No Waiver; Cumulative Remedies. No failure to exercise and no delay in exercising, on the part of any Agent or any
Lender, any right, remedy, power or privilege hereunder or under the other Loan Documents shall operate as a waiver thereof; nor
shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise
thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers and privileges herein provided
are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.


 


10.4.         
Survival of Representations and Warranties. All representations and warranties made hereunder, in the other Loan
Documents and in any document, certificate or statement delivered pursuant hereto or in connection herewith shall survive the execution
and delivery of this Agreement and the making of the Loans and other extensions of credit hereunder.


 


10.5.          Payment
of Expenses and Taxes. The Borrower agrees (a) to pay or reimburse the Administrative Agent for all its reasonable
out-of-pocket costs and expenses incurred in connection with the development, preparation and execution of, and
any amendment, supplement or modification to, or waiver or forbearance of, this Agreement and the other Loan Documents and
any other documents prepared in connection herewith or therewith, and the consummation and administration of the transactions
contemplated hereby and thereby, including the reasonable fees and disbursements of one firm of counsel to the Administrative
Agent and filing and recording fees and expenses, (b) to pay or reimburse each Lender and each Agent for all its costs and
expenses incurred in connection with the enforcement or preservation of any rights, privileges, powers or remedies under this
Agreement, the other Loan Documents and any such other documents, including the fees and disbursements of one firm of counsel
selected by the Administrative Agent, together with any special or local counsel, to the Administrative Agent and, following
the occurrence and during the continuance of an Event of Default, not more than one other firm of counsel to the Lenders (it
being understood that the Borrower shall not be obligated to reimburse any Lender (other than the Administrative Agent as
provided above) for its expenses pursuant to this clause (b) except to the extent that an Event of Default has occurred and
is continuing at the time of any proposed amendment or waiver), (c) to pay, indemnify, and hold each Lender and each Agent
harmless from, any and all recording and filing fees and any and all liabilities with respect to, or resulting from, any
delay in paying, stamp, excise and other taxes, if any, that may be payable or determined to be payable in connection with
the execution and delivery of, or consummation or administration of, any of the transactions contemplated by, or any
amendment, supplement or modification of, or any waiver or consent under or in respect of, this Agreement, the other Loan
Documents and any such other documents, (d) if any Event of Default shall have occurred, to pay or reimburse all reasonable
fees and expenses of a financial advisor engaged on behalf of, or for the benefit of, the Agents and the Lenders accruing
from and after the occurrence of such Event of Default, (e) to pay, indemnify, and hold each Lender, each Agent, their
advisors and affiliates and their respective officers, directors, trustees, employees, agents and controlling persons (each,
an “Indemnitee”) harmless from and against any and all other liabilities, obligations, losses, damages,
penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with respect to the
execution, delivery, enforcement, performance and administration of this Agreement, the other Loan Documents and any
such other documents, including any of the foregoing relating to the use of proceeds of the Loans or the violation of,
noncompliance with or liability under, any Environmental Law with respect to the operations of Holdings, the Borrower, any of
its Subsidiaries or any of the Properties, including the reasonable fees and expenses of legal counsel in connection with
claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document, and (f) to pay, indemnify,
and hold each Indemnitee harmless from and against any actual or prospective claim, litigation, investigation or proceeding
relating to any of the matters described in clauses (a) through (d) above, whether based on contract, tort or any other
theory (including any investigation of, preparation for, or defense of any pending or threatened claim, investigation,
litigation or proceeding, and regardless of whether such claim, investigation, litigation or proceeding is brought by any
Loan Party, its directors, shareholders or creditors or an Indemnitee, whether or not any Indemnitee is a party thereto and
whether or not the Restatement Effective Date has occurred) and the reasonable fees and expenses of legal counsel in
connection with any such claim, litigation, investigation or proceeding (all the foregoing in clauses (e) and (f),
collectively, the “Indemnified Liabilities”), provided, that the Borrower shall have no obligation
hereunder to any Indemnitee with respect to Indemnified Liabilities to the extent such Indemnified Liabilities are found by a
final non-appealable decision of a court of competent jurisdiction to have resulted from the gross negligence, bad faith or
willful misconduct of any Indemnitee. All amounts due under this Section 10.5 shall be payable not later than 15 days after
written demand therefor. Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to the address
of the Borrower set forth in Section 10.2, or to such other Person or address as may be hereafter designated by the
Borrower in a written notice to the Administrative Agent. The agreements in this Section 10.5 shall survive the termination
of the Loan Documents, repayment of the Loans and all other amounts payable hereunder. No indemnitee shall be liable for any
damages arising from the use by any person of information or other materials obtained through electronic, telecommunications
or other information transmission systems, except to the extent arising from the gross negligence or willful misconduct of
such indemnitee as determined by a final non-appealable judgment of a court of competent jurisdiction.


 






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10.6.         
Successors and Assigns; Participations and Assignments.


 


(a)             
The provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective
successors and assigns permitted hereby (including any Affiliate of the Issuing Lender that issues any Letter of Credit), except
that (i) the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written
consent of each Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and void),
(ii) no Lender may assign or otherwise transfer its rights or obligations hereunder except in accordance with this Section and
(iii) no assignments may be made to natural persons. Nothing in this Agreement, expressed or implied, shall be construed to confer
upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent
provided in subsection (c) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the
Administrative Agent, the Issuing Lender and the Lenders) any legal or equitable right, remedy or claim under or by reason of this
Agreement.


 


(b)            
(i) Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may assign to one or more assignees (each,
an “Assignee”) all or a portion of its rights and obligations under this Agreement (including all or a portion
of its Commitments and the Loans at the time owing to it) with the prior written consent of:


 


(A)             
the Borrower (such consent not to be unreasonably withheld or delayed), provided that no consent of the Borrower
shall be required for an assignment to (I) a Lender, an affiliate of a Lender, an Approved Fund (as defined below), other than
in the case of any assignment of a Revolving Commitment, or (II) if an Event of Default under Section 8.1(a) or (g) has occurred
and is continuing, any other Person;


 


(B)             
the Administrative Agent (such consent not to be unreasonably withheld or delayed), provided that no consent of
the Administrative Agent shall be required for an assignment of all or any portion of a Term Loan to a Lender, an Affiliate of
a Lender or an Approved Fund or to Holdings or any of its Subsidiaries; provided that any assignment to Holdings or any of its
Subsidiaries shall be subject to the requirements of Section 10.6(g); and


 






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(C)             
in the case of an assignment of a Revolving Commitment (other than a Revolving A Commitment) to a Lender that is not already
a Revolving Lender, each Issuing Lender (such consent not to be unreasonably withheld or delayed).


 


(ii)           Assignments shall be subject to
the following additional conditions:


 


(A)             
except in the case of an assignment of the entire remaining amount of the assigning Lender’s Revolving Commitments
of any Class or Loans of any Class, (x) the amount of the Commitments or Loans of the assigning Lender subject to each such assignment
(as of the trade date specified in the Assignment and Assumption with respect to such assignment or, if no trade date is so specified,
as of the date such Assignment and Assumption is delivered to the Administrative Agent) shall not be less than $5,000,000, in the
case of the Revolving Facility ($1,000,000 if the Assignee is a Lender, an affiliate of a Lender or an Approved Fund) or, $1,000,000
in the case of Term Loans of any Class ($250,000 if the Assignee is a Lender, an affiliate of a Lender or an Approved Fund) and
(y) the Aggregate Exposure of such assigning Lender shall not fall below $3,000,000 in the case of the Revolving Facility ($1,000,000
if the Assignee is a Lender, an affiliate of a Lender or an Approved Fund) or $1,000,000 in the case of in the case of Term Loans
of any Class ($250,000 if the Assignee is a Lender, an affiliate of a Lender or an Approved Fund), unless, in each case, each of
the Borrower and the Administrative Agent otherwise consent provided that (1) no such consent of the Borrower shall be required
if an Event of Default under Section 8.1(a) or (g) has occurred and is continuing and (2) such amounts shall be aggregated in respect
of each Lender and its affiliates or Approved Funds, if any;


 


(B)             
the parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together
with a processing and recordation fee of $3,500 (unless otherwise agreed by the Administrative Agent in its sole discretion);


 


(C)             
the Assignee, if it shall not be a Lender, shall deliver to the Administrative Agent an administrative questionnaire in
which the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public
information about the Borrower and its Affiliates and their related parties or their respective securities) will be made available
and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including
Federal and state securities laws;


 


(D)             
Each partial assignment shall be made as an assignment of a proportionate part of all the assigning Lender’s rights
and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (D) shall not
(x) apply to the Swingline Lender’s rights and obligations in respect of Swingline Loans, (y) prohibit any Lender from assigning
all or a portion of its rights and obligations among separate Classes on a non-pro rata basis or (C) prohibit any Revolving Lender
from assigning all or portion of its Revolving Commitments of a given Class (and a proportionate amount of all Revolving Credit
Extensions thereunder) separately from its Revolving Commitments of a different Class; and


 






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(E)              
In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall
be effective unless and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall
make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate
(which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions,
including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously
requested but not funded by the Defaulting Lender, to each of which the applicable assignee and assignor hereby irrevocably consent),
to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent or any Lender
hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations
in Letters of Credit and Swingline Loans in accordance with its Revolving Percentage in each of the foregoing. Notwithstanding
the foregoing, in the event that any assignment of rights and obligations of any Defaulting Lender hereunder shall become effective
under applicable Law without compliance with the provisions of this paragraph, then the assignee of such interest shall be deemed
to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.


 


For the purposes of this Section 10.6, “Approved
Fund” means any Person (other than a natural person) that is engaged in making, purchasing, holding or investing in bank
loans and similar extensions of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate
of a Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.


 


(iii)      Subject to acceptance and recording
thereof pursuant to paragraph (b)(v) below, from and after the effective date specified in each Assignment and Assumption
the Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Assumption,
have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of
an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender
shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 10.5).
Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 10.6
shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance
with paragraph (c) of this Section.


 


(iv)      The Administrative Agent, acting
for this purpose as an agent of the Borrower, shall maintain at one of its offices a copy of each Assignment and Assumption delivered
to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amount
of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”).
The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent, the Issuing
Lender and the Lenders may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder
for all purposes of this Agreement, notwithstanding notice to the contrary. The parties intend that all Advances will be at all
times maintained in “registered form” within the meaning of Section 163(f), Section 165(j), Section 871(h)(2), Section
881(c)(2) and Section 4701 of the Code and any related Treasury regulations (or any other relevant or successor provisions of the
Code or of such Treasury regulations).


 









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(v)      Upon its receipt of a duly completed
Assignment and Assumption executed by an assigning Lender and an Assignee, the Assignee’s completed administrative questionnaire
(unless the Assignee shall already be a Lender hereunder), the processing and recordation fee referred to in paragraph (b)
of this Section and any written consent to such assignment required by paragraph (b) of this Section, the Administrative Agent
shall accept such Assignment and Assumption and record the information contained therein in the Register. No assignment shall be
effective for purposes of this Agreement unless it has been recorded in the Register as provided in this paragraph.


 


(c)               
(i) Any Lender may, without the consent of the Borrower or the Administrative Agent, sell participations to one or more
banks or other entities (other than a natural person) (a “Participant”) in all or a portion of such Lender’s
rights and obligations under this Agreement (including all or a portion of its Commitments and the Loans owing to it); provided
that (A) such Lender’s obligations under this Agreement shall remain unchanged, (B) such Lender shall remain solely
responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the Administrative Agent,
the Issuing Lender and the other Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s
rights and obligations under this Agreement. Any agreement pursuant to which a Lender sells such a participation shall provide
that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement may provide that such Lender will not, without the consent
of the Participant, agree to any amendment, modification or waiver that (1) requires the consent of each Lender directly affected
thereby pursuant to the proviso to the second sentence of Section 10.1 and (2) directly affects such Participant. Subject to paragraph
(c)(ii) of this Section, the Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16, 2.17, 2.18
and 10.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to paragraph (b) of this
Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.7(b) as though
it were a Lender, provided such Participant shall be subject to Section 10.7(a) as though it were a Lender. Each Lender that sells
a participation shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain a register on which it
enters the name and address of each Participant and the principal amounts (and stated interest) of each Participant’s interest
in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided that
no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of any Participant
or any information relating to a Participant’s interest in any commitments, loans, letters of credit or its other obligations
under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish that such commitment,
loan, letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States Treasury Regulations.
The entries in the Participant Register shall be conclusive absent manifest error, and such Lender shall treat each Person whose
name is recorded in the Participant Register as the owner of such participation for all purposes of this Agreement notwithstanding
any notice to the contrary. For the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall
have no responsibility for maintaining a Participant Register.


 


(ii) A Participant shall not be entitled
to receive any greater payment under Section 2.16 or 2.17 than the applicable Lender would have been entitled to receive with respect
to the participation sold to such Participant, unless the sale of the participation to such Participant is made with the Borrower’s
prior written consent. Any Participant that is a Non-U.S. Lender shall not be entitled to the benefits of Section 2.17 unless
such Participant complies with Section 2.17(d).


 


(d)                Any
Lender may, without the consent of the Borrower or the Administrative Agent, at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge
or assignment to secure obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender, and
this Section shall not apply to any such pledge or assignment of a security interest; provided that no such pledge or
assignment of a security interest shall release a Lender from any of its obligations hereunder or substitute any such pledgee
or Assignee for such Lender as a party hereto.


 






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(e)               
The Borrower, at the Borrower’s sole expense, upon receipt of written notice from the relevant Lender, agrees to issue
Notes to any Lender requiring Notes to facilitate transactions of the type described in paragraph (d) above.


 


(f)                
Notwithstanding the foregoing, any Conduit Lender may assign any or all of the Loans it may have funded hereunder to its
designating Lender without the consent of the Borrower or the Administrative Agent and without regard to the limitations set forth
in Section 10.6(b). Each of Holdings, the Borrower, each Lender and the Administrative Agent hereby confirms that it will not institute
against a Conduit Lender or join any other Person in instituting against a Conduit Lender any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceeding under any state bankruptcy or similar law, for one year and one day after the payment in full
of the latest maturing commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating
any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any loss, cost, damage or expense
arising out of its inability to institute such a proceeding against such Conduit Lender during such period of forbearance.


 


(g)               
Notwithstanding anything to the contrary herein, any Lender may assign all or any portion of its Term Loans (but not Commitments)
to Holdings or any of its Subsidiaries, but only if:


 


(i)              
no Default has occurred and is continuing or would result therefrom and, immediately after giving effect to such Offered
Voluntary Prepayment, Available Liquidity would not be less than $250,000,000;


 


(ii)              
the assignment agreement relating to such Term Loans shall (i) identify Holdings or the applicable Subsidiary as an Affiliate
of the Borrower and (ii) contain a customary “big boy” representation by the assignee and waiver by the assignee of
any right to make any claim against the Administrative Agent in connection with such assignment; and


 


(iii)              
any such Term Loans shall be automatically and permanently cancelled immediately upon acquisition thereof by Holdings or
any of its Subsidiaries.


 


10.7.         
Adjustments; Setoff.


 


(a)               
Except to the extent that this Agreement expressly provides for payments to be allocated to a particular Lender or to the
Lenders of a particular Class, if any Lender (a “Benefited Lender”) shall receive any payment of all or part
of the amounts owing to it hereunder, or receive any collateral in respect thereof (whether voluntarily or involuntarily, by set-off,
pursuant to events or proceedings of the nature referred to in Section 8(e), or otherwise), in a greater proportion than any such
payment to or collateral received by any other Lender, if any, in respect of the amounts owing to such other Lender hereunder,
such Benefited Lender shall purchase for cash from the other Lenders a participating interest in such portion of the amounts owing
to each such other Lender hereunder, or shall provide such other Lenders with the benefits of any such collateral, as shall be
necessary to cause such Benefited Lender to share the excess payment or benefits of such collateral ratably with each of the Lenders;
provided, however, that if all or any portion of such excess payment or benefits is thereafter recovered from such Benefited Lender,
such purchase shall be rescinded, and the purchase price and benefits returned, to the extent of such recovery, but without interest.


 









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(b)               
In addition to any rights and remedies of the Lenders provided by law, each Lender shall have the right, without prior notice
to Holdings or the Borrower, any such notice being expressly waived by Holdings and the Borrower to the extent permitted by applicable
law, upon any amount becoming due and payable by Holdings or the Borrower hereunder (whether at the stated maturity, by acceleration
or otherwise), to set off and appropriate and apply against such amount any and all deposits (general or special, time or demand,
provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct
or indirect, absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or agency thereof
to or for the credit or the account of Holdings or the Borrower, as the case may be. Each Lender agrees promptly to notify the
Borrower and the Administrative Agent after any such setoff and application made by such Lender, provided that the failure
to give such notice shall not affect the validity of such setoff and application.


 


10.8.         
Counterparts. This Agreement may be executed by one or more of the parties to this Agreement on any number of separate
counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Delivery of
an executed signature page of this Agreement or any other document executed in connection herewith by facsimile or electronic transmission
shall be effective as physical delivery of an original executed counterpart hereof, including the electronic matching of assignment
terms and contract formations on electronic platforms approved by the Administrative Agent. A set of the copies of this Agreement
signed by all the parties shall be lodged with the Borrower and the Administrative Agent.


 


10.9.         
Severability. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions
hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction.


 


10.10.         Integration.
This Agreement and the other Loan Documents represent the agreement of Holdings, the Borrower, the Agents and the Lenders
with respect to the subject matter hereof, and there are no promises, undertakings, representations or warranties by any
Agent or any Lender relative to the subject matter hereof not expressly set forth or referred to herein or in the other Loan
Documents.


 


10.11.        Governing Law. This Agreement and the rights and obligations of the parties under this Agreement shall be
governed by, and construed and interpreted in accordance with, the law of the State of New York.


 


10.12.        Submission to Jurisdiction; Waivers. Each of Holdings and the Borrower hereby irrevocably and unconditionally:


 


(a)    submits for itself and
its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which it is a party,
or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the
State of New York located in the County of New York, the courts of the United States for the Southern District of New York,
and appellate courts from any thereof;


 


(b)    consents that any such
action or proceeding may be brought in such courts and waives any objection that it may now or hereafter have to the venue of any
such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not
to plead or claim the same;


 









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(c)    agrees that service of
process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially
similar form of mail), postage prepaid, to Holdings or the Borrower, as the case may be at its address set forth in Section 10.2
or at such other address of which the Administrative Agent shall have been notified pursuant thereto;


 


(d)    agrees that nothing herein
shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any
other jurisdiction; and


 


(e)    waives, to the maximum
extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred to in this Section
any special, exemplary, punitive or consequential damages.


 


10.13.        Acknowledgments.


 


Each of Holdings and the Borrower hereby
acknowledges that:


 


(a)    it has been advised by
counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents;


 


(b)    neither any Agent nor any
Lender has any fiduciary relationship with or duty to Holdings or the Borrower arising out of or in connection with this Agreement
or any of the other Loan Documents, and the relationship between the Agents and Lenders, on one hand, and Holdings and the Borrower,
on the other hand, in connection herewith or therewith is solely that of debtor and creditor;


 


(c)    no joint venture is created
hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated hereby among the Agents and
the Lenders or among Holdings the Borrower and the Agents and the Lenders; and


 


(d)    the
Lenders and their affiliates may have economic interests that conflict with those of the Borrower.


 


10.14.        Release of Guarantees and Liens.


 


(a)                The
Liens created by the Guarantee and Collateral Agreement shall automatically be released (i) to the extent necessary to permit
consummation of any disposition of such Collateral (other than a disposition to the Borrower or any Guarantor) not
prohibited by any Loan Document, (ii) that has been consented to in accordance with Section 10.1, (iii) consisting of assets
of any Subsidiary Guarantor that is to be released from its obligations under the Guarantee and Collateral Agreement as
provided below or (iv) under the circumstances described in paragraph (b) below. In addition, notwithstanding anything to the
contrary contained herein or in any other Loan Document, the Administrative Agent is hereby irrevocably authorized by each
Lender (without requirement of notice to or consent of any Lender except as expressly required by Section 10.1) and, subject
to the Administrative Agent’s receipt of a certification by the Borrower and applicable Guarantor as to such other
matters relating to such release as the Administrative Agent may reasonably request, is required to promptly take any further
action (without recourse or warranty) reasonably requested by the Borrower to evidence the release of any Collateral as set
forth above. Additionally, any Subsidiary Guarantor shall automatically be released from its obligations under the Guarantee
and Collateral Agreement (x) upon the consummation of any transaction not prohibited by this Agreement that results in such
Subsidiary Guarantor ceasing to be a Subsidiary of the Borrower (including, for the avoidance of doubt, any designation of a
Subsidiary as a Non-Recourse Subsidiary hereunder), (y) so long as no Event of Default has occurred and is continuing or
would result therefrom, at the Borrower’s option by written notice to the Administrative Agent, so long as such
Subsidiary is a De Minimis Subsidiary and, after giving effect to such release, the threshold set forth in the proviso to the
definition of “De Minimis Subsidiary” would not be exceeded and, (z) at the Borrower’s option by written
notice to the Administrative Agent, if such Subsidiary becomes a Specified Excluded Subsidiary. Any such evidence of release
of Collateral may be documented pursuant to a Release or such other documentation as shall be reasonably acceptable to the
Administrative Agent.


 








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(b)               
At the Discharge Date, the Collateral shall be released from the Liens created by the Guarantee and Collateral Agreement,
and the Guarantee and Collateral Agreement and all obligations (other than those expressly stated to survive such termination)
of the Administrative Agent and each Loan Party under the Guarantee and Collateral Agreement shall terminate, all without delivery
of any instrument or performance of any act by any Person.


 


10.15.        Confidentiality. Each Agent and each Lender agrees to keep confidential all non-public information provided to it
by any Loan Party pursuant to this Agreement that is designated by such Loan Party as confidential; provided that nothing
herein shall prevent any Agent or any Lender from disclosing any such information (a) to any Agent, any Lender or any affiliate
of any Lender or any Approved Fund, (b) to any Transferee or prospective Transferee that agrees to comply with the provisions of
this Section, (c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of any of
its affiliates who have a need to know, (d) upon the request or demand of any Governmental Authority or at the request of any self-regulatory
body, (e) in response to any order of any court or other Governmental Authority or as may otherwise be required pursuant to any
Requirement of Law, (f) if requested or required to do so in connection with any litigation or similar proceeding, (g) that has
been publicly disclosed, (h) to any nationally recognized rating agency that requires access to information about a Lender’s
investment portfolio in connection with ratings issued with respect to such Lender, (i) in connection with the exercise of any
remedy hereunder or under any other Loan Document, (j) to any creditor or direct or indirect contractual counterparty in swap agreements
or such creditor or contractual counterparty’s professional advisor (so long as such contractual counterparty or professional
advisor to such contractual counterparty agrees to be bound by the provisions of this Section 10.15), (k) to a Person that
is an investor or prospective investor in a Securitization that agrees that its access to information regarding the Borrower and
the Loans is solely for purposes of evaluating an investment in such Securitization (so long as such Person agrees to be bound
by the provisions of this Section 10.15), (l) to a Person that is a trustee, collateral manager, servicer, noteholder or secured
party in a Securitization in connection with the administration, servicing and reporting on the assets serving as collateral for
such Securitization (so long as such Person agrees to be bound by the provisions of this Section 10.15) or (m) with such Loan Party’s
prior written consent.


 


Each Lender acknowledges that information
furnished to it pursuant to this Agreement or the other Loan Documents may include material non-public information concerning the
Borrower and its Affiliates and their related parties or their respective securities, and confirms that it has developed compliance
procedures regarding the use of material non-public information and that it will handle such material non-public information in
accordance with those procedures and applicable law, including Federal and state securities laws.


 


All information, including requests
for waivers and amendments, furnished by the Borrower or the Administrative Agent pursuant to, or in the course of
administering, this Agreement or the other Loan Documents will be syndicate-level information, which may contain material
non-public information about the Borrower and its Affiliates and their related parties or their respective securities.
Accordingly, each Lender represents to the Borrower and the Administrative Agent that it has identified in its administrative
questionnaire a credit contact who may receive information that may contain material non-public information in accordance
with its compliance procedures and applicable law, including Federal and state securities laws.


 






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10.16.        WAIVERS OF JURY TRIAL. Holdings, the Borrower, the Agents and the Lenders hereby irrevocably and unconditionally
waive trial by jury in any legal action or proceeding relating to this Agreement or any other Loan Document and for any counterclaim
therein.


 


10.17.        Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “execute,”
 “signed,” “signature,” and words of like import in or related to any document to be signed in connection
with this Agreement and the transactions contemplated hereby shall be deemed to include electronic signatures, the electronic matching
of assignment terms and contract formations on electronic platforms approved by the Administrative Agent, or the keeping of records
in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature
or the use of a paper-based record keeping system, as the case may be, to the extent and as provided for in any applicable law,
including the Federal Electronic Signatures in Global and National Commerce Act, the New York State, Electronic Signatures and
Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act; provided that notwithstanding anything
contained herein to the contrary the Administrative Agent is under no obligation to agree to accept electronic signatures in any
form or in any format unless expressly agreed to by the Administrative Agent pursuant to procedures approved by it.


 


10.18.        USA Patriot Act. Each Lender hereby notifies the Borrower that pursuant to the requirements of the USA Patriot Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Patriot Act”), it is required to obtain, verify
and record information that identifies the Borrower, which information includes the name and address of the Borrower and other
information that will allow such Lender to identify the Borrower in accordance with the Patriot Act.


 


10.19.        EU Bail-In Provisions. Notwithstanding anything to the contrary in this Agreement or any other Loan Document or in
any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any liability of
any Lender that is an EEA Financial Institution arising under any Loan Document, to the extent such liability is unsecured, may
be subject to the write-down and conversion powers of an EEA Resolution Authority and agrees and consents to, and acknowledges
and agrees to be bound by:


 


(a)    the application of any
Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which may be payable
to it by any Lender that is an EEA Financial Institution; and


 


(b)    the effects of any Bail-in
Action on any such liability, including, if applicable:


 


(i)              
a reduction in full or in part or cancellation of any such liability;


 


(ii)              
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial
Institution, its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such
shares or other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under
this Agreement or any other Loan Document; or


 


(iii)              
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of
any EEA Resolution Authority.


 









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10.20.        Intercreditor Agreements.


 


(a)            
Each Lender (and, by its acceptance of the benefits of the Guarantee and Collateral Agreement, each other Secured Party)
hereunder agrees that it will be bound by and will take no actions contrary to the provisions of a First Lien Intercreditor Agreement
and any other intercreditor agreement specifically contemplated by this Agreement and (iii) authorizes and instructs the Administrative
Agent to enter into a First Lien Intercreditor Agreement, in each case as Administrative Agent and on behalf of such Lender or
other Secured Party.


 


(b)            
Each Lender authorizes the Administrative Agent to enter into any amendment or supplement to a First Lien Intercreditor
Agreement and any other intercreditor agreement specifically contemplated by this Agreement (i) in order to include appropriately
the holders of the secured Indebtedness secured by a Lien permitted by this Agreement on the basis described herein or (ii) that
is otherwise consented to by the Required Lenders.


 


10.21.        Acknowledgement Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee
or otherwise, for Hedge Agreements or any other agreement or instrument that is a QFC (such support, “QFC Credit Support”
and each such QFC a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution
power of the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall
Street Reform and Consumer Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution
Regimes”) in respect of such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding
that the Loan Documents and any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or
of the United States or any other state of the United States):


 


(a)               
In the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject
to a proceeding under a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support
(and any interest and obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing
such Supported QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the transfer would
be effective under the U.S. Special Resolution Regime if the Supported QFC and such QFC Credit Support (and any such interest,
obligation and rights in property) were governed by the laws of the United States or a state of the United States. In the event
a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime,
Default Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit Support that may be
exercised against such Covered Party are permitted to be exercised to no greater extent than such Default Rights could be exercised
under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed by the laws of the United States
or a state of the United States. Without limitation of the foregoing, it is understood and agreed that rights and remedies of the
parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with respect to a Supported
QFC or any QFC Credit Support.


 


(b)               
As used in this Section 10.21, the following terms have the following meanings:


 


“BHC Act Affiliate”
of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k))
of such party.


 






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“Covered Entity”
means any of the following:


 





i.        a
 “covered entity” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);


 


ii.       a
 “covered bank” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or


 


iii.      a
 “covered FSI” as that term is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).


 


“Default Right” has
the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1,
as applicable.


 


“QFC” has the meaning
assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).


 






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