Exhibit 10.2


     

    Exhibit
      10.2

     

    
      

      

    

     

    
      
 

      AMENDED
        AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT

      


      made
        by

      


      CCO
        HOLDINGS, LLC

      


      CHARTER
        COMMUNICATIONS OPERATING, LLC

      


      and
        certain of its Subsidiaries

      


      in
        favor
        of

      


      JPMORGAN
        CHASE BANK, N.A.,

      as
        Administrative Agent

      


      Dated
        as
        of March 18, 1999,

      as
        Amended and Restated as of March 6, 2007

      


      


       

      
        

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      TABLE
        OF
        CONTENTS

      
        
          

            Page

             

          

          
            	SECTION I. DEFINED
                    TERMS	
                     1

                  
	 	 	 	 
	 	Section
                    1.1	Definitions	
                     1

                  
	 	Section
                    1.2	
                    Other
                      Definitional Provisions

                  	
                    6

                  


          

           

          
            
              	SECTION 2.
                      GUARANTEE	
                      6

                    
	 	 	 	 
	 	Section
                      2.1	
                      Guarantee

                    	
                       6

                    
	 	Section
                      2.2	
                      Right
                        of Contribution

                    	
                       6

                    
	 	Section
                      2.3	
                      No
                        Subrogation

                    	
                       7

                    
	 	Section
                      2.4	Amendments,
                      etc. with respect to the Borrower Obligations	
                      7

                    
	 	Section
                      2.5	Guarantee
                      Absolute and Unconditional	
                       7

                    
	 	Section
                      2.6	Non-Facility
                      Letters of Credit	
                      8

                    
	 	Section
                      2.7	Reinstatement	
                       8

                    
	 	Section
                      2.8	Payments	
                      8

                    


            

            
              
                	 	 
	SECTION 3. GRANT OF SECURITY
                        INTEREST	
                        8

                      
	 	 
	SECTION 4.
                        CERTIFICATED INTERESTS	
                         9

                      
	 	 	 	 
	 	Section
                        4.1	
                        Pledged
                          Partnership Interests

                      	
                        9

                      
	 	Section
                        4.2	
                        Pledged
                          LLC Interests

                      	
                         9

                      


              

               

              
                
                  
                    
                      	SECTION 5. REPRESENTATIONS
                              AND
                              WARRANTIES	
                              9

                            
	 	 	 	
                               

                            
	 	Section
                              5.1	
                              Title;
                                No other Liens

                            	
                              9

                            
	 	Section
                              5.2	
                              Perfected
                                First Priority Liens

                            	
                               10

                            
	 	Section
                              5.3	Jurisdiction
                              of Organization	
                               10

                            
	 	Section
                              5.4	Pledged
                              Securities	
                               10

                            


                    

                     

                    
                      
                        
                          
                            
                              
                                	SECTION 6.
                                        COVENANTS	
                                         10

                                      
	 	 	 	 
	 	Section
                                        6.1	
                                        Delivery
                                          of Instruments, Certificated Securities
                                          and Chattel
                                          Paper

                                      	
                                         10

                                      
	 	Section
                                        6.2	Insurance	
                                         11

                                      
	 	Section
                                        6.3	Maintenance
                                        of Perfect Security Interest; Further Documentation	
                                         11

                                      
	 	Section
                                        6.4	Changes
                                        in Locations, Name, etc	
                                        11

                                      
	 	Section
                                        6.5	Pledged
                                        Securities	
                                         11

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

               

            

          

          
            
              
                
                  
                    
                      	SECTION
                              7. REMEDIAL
                              PROVISIONS	
                              12

                            
	 	 	 	 
	 	Section
                              7.1	
                              
                                Investment
                                  Property

                              

                            	
                              12

                            
	 	Section
                              7.2	
                              
                                Proceeds
                                  to be Turned Over to Administrative Agent

                              

                            	
                              13

                            
	 	Section 7.3	Application
                              of Proceeds	
                               13

                            
	 	Section
                              7.4	Code
                              and Other Remedies	
                               14

                            
	 	Section
                              7.5	Registration
                              Rights	
                               14

                            
	 	Section
                              7.6	Deficiency	
                               15

                            
	 	Section
                              7.7	Certain
                              Matters Relating to Pledged Receivables	
                               15

                            
	 	Section
                              7.8	Communications
                              with Obligors; Grantors Remain Liable	
                               16

                            
	 	Section
                              7.9	Silo
                              Credit Agreements, etc	
                               16

                            


                    

                  

                

                 

              

            

            
              
                
                  
                    
                      
                        	SECTION
                                8. THE ADMINISTRATIVE
                                AGENT	
                                16

                              


                      

                      
                        	 	 	 	 
	
                              	Section
                                8.1	Administrative
                                Agent's Appointment as Attorney-in-Fact, etc	
                                 16

                              
	 	Section 8.2	Duty of Administrative
                                Agent	
                                 18

                              
	 	Section 8.3	Financing Statements	
                                 18

                              
	 	Section 8.4	Authority of Administrative
                                Agent	
                                 18

                              


                      

                      
                      

                       

                    

                  

                

              

            

          

          
            
              
                	SECTION
                        9. MISCELLANEOUS	
                        19

                      
	 	 	 	 
	 	Section
                        9.1	
                        
                          Amendments
                            in Writing

                        

                      	
                         19

                      
	 	Section
                        9.2	
                        
                          Notices

                        

                      	
                        19

                      


              

               

               

              
                
                  
                  

                

                
                  
                  

                  
                    

                  

                

                
                  
                  

                

              

               

              
                	 	Section 9.3	
                        No
                          Waiver by Course of Conduct; Cumulative Remedies

                      	
                        19

                      
	 	Section 9.4	Enforcement
                        Expenses; Indemnification	
                         19

                      
	 	Section
                        9.5	Successors
                        and Assigns	
                         19

                      
	 	Section
                        9.6	
                        Set-off

                      	
                        20

                      
	 	Section
                        9.7	Counterparts	
                         20

                      
	 	Section
                        9.8	Severability	
                         20

                      
	 	Section 9.9	Governmental Approvals	
                         20

                      
	 	Section
                        9.10	Section
                        Headings	
                        22

                      
	 	Section
                        9.11	Integration	
                         22

                      
	 	Section
                        9.12	GOVERNING
                        LAW	
                        22

                      
	 	Section
                        9.13	Submission
                        To Jurisdiction; Waivers	
                        22

                      
	 	Section
                        9.14	Acknowledgments	
                        22

                      
	 	Section
                        9.15	Additional
                        Grantors; Release	
                        23

                      
	 	Section
                        9.16	WAIVER
                        OF JURY TRIAL	
                         24

                      


              

            

            
               

            

          

        

      

       

      SCHEDULES

      


      Schedule
        1 Notice
        Addresses

      Schedule
        2 Pledged
        Securities

      Schedule
        3 Perfection
        Matters

      Schedule
        4 Jurisdictions
        of Organization

      Schedule
        5 Intellectual
        Property

      Schedule
        6 List
        of
        Subsidiary Guarantors

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      AMENDED
        AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT

       

      AMENDED
        AND RESTATED GUARANTEE AND COLLATERAL AGREEMENT, dated as of March 18, 1999,
        as
        amended and restated as of March 6, 2007, made by each of the signatories
        hereto
        (together with any other entity that may become a party hereto as provided
        herein, the “Grantors”),
        in
        favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent (in such capacity,
        the “Administrative
        Agent”)
        for
        the banks and other financial institutions or entities (the “Lenders”)
        from
        time to time parties to the Amended and Restated Credit Agreement, dated
        as of
        March 18, 1999, as amended and restated as of March 6, 2007 (as further
        amended, supplemented, restated or otherwise modified from time to time,
        the
“Credit
        Agreement”),
        among
        CHARTER COMMUNICATIONS OPERATING, LLC (the “Borrower”),
        CCO
        HOLDINGS, LLC (“Holdings”),
        the
        Lenders, the Administrative Agent and the Syndication Agents and
        Co-Documentation Agents party thereto.

       

      W
        I T
        N E S S E T H:

       

      WHEREAS,
        the Grantors and certain other signatories thereto have entered into a Guarantee
        and Collateral Agreement dated as of March 18, 1999, as amended and restated
        as
        of April 28, 2006, in favor of JPMorgan Chase Bank, N.A., as Administrative
        Agent (the “Existing
        Guarantee and Collateral Agreement”);

       

      WHEREAS,
        it is a condition precedent to the Restatement Effective Date that the Grantors
        shall have executed and delivered this Agreement to the Administrative Agent
        for
        the ratable benefit of the Secured Parties;

       

      WHEREAS,
        the parties hereto have agreed to amend and restate the Existing Guarantee
        and
        Collateral Agreement as provided in this 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
        Guarantee and Collateral Agreement or evidence satisfaction of any of such
        obligations and that this Agreement amend and restate in its entirety the
        Existing Guarantee and Collateral Agreement and re-evidence the obligations
        of
        the Grantors outstanding thereunder;

       

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

       

      SECTION
        1.   DEFINED
        TERMS

       

      1.1  Definitions.
        (a)
        Unless
        otherwise defined herein, terms defined in the Credit Agreement and used
        herein
        shall have the meanings given to them in the Credit Agreement, and the following
        terms are used herein as defined in the Applicable UCC: Accounts, Certificated
        Security, Chattel Paper, Documents, Equipment, Fixtures, General Intangibles,
        Instruments, Inventory, Letter-of-Credit Rights and Supporting
        Obligations.

       

      (b)  
        The
        following terms shall have the following meanings:

       

      “Additional
        Collateral”:
        all of
        the following property of the Borrower or any Subsidiary Guarantor, to the
        extent that a security interest in such property can be perfected by the
        filing
        of a Uniform Commercial Code financing statement: all Accounts, all Chattel
        Paper, all Documents, all Equipment, all Fixtures, all General Intangibles,
        all
        Instruments, all Intellectual Property, all Inventory, all Investment Property
        and all other property not otherwise described in this definition.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      “Agreement”:
        this
        Amended and Restated Guarantee and Collateral Agreement, as the same may
        be
        amended, supplemented, restated or otherwise modified from time to
        time.

       

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

       

      “Borrower
        Obligations”:
        the
        collective reference to the unpaid principal of and interest on the Loans
        and
        Reimbursement Obligations and all other obligations and liabilities of the
        Borrower (including, without limitation, any increase in the amounts of the
        Loans and/or Reimbursement Obligations together with any and all interest
        accruing at the then applicable rate provided in the Credit Agreement after
        the
        maturity of the Loans and Reimbursement Obligations and interest accruing
        at the
        then applicable rate provided in the Credit Agreement after the filing of
        any
        petition in bankruptcy, or the commencement of any insolvency, reorganization
        or
        like proceeding, relating to the Borrower, whether or not a claim for
        post-filing or post-petition interest is allowed in such proceeding) to the
        Administrative Agent or any Lender (or, in the case of any Specified Hedge
        Agreement or Specified Cash Management Agreement, any Affiliate of any Lender
        and any former Lender to the extent provided in the definition of “Specified
        Hedge Agreement” or “Specified Cash Management Agreement” in the Credit
        Agreement), whether direct or indirect, absolute or contingent, due or to
        become
        due, or now existing or hereafter incurred, which may arise under, out of,
        or in
        connection with, the Credit Agreement, this Agreement, the other Loan Documents,
        any Letter of Credit, any Non-Facility Letter of Credit, any Specified Hedge
        Agreement, any Specified Cash Management Agreement or any other document
        made,
        delivered or given in connection with any of the foregoing, in each case
        whether
        on account of principal, interest, reimbursement obligations, fees, indemnities,
        costs, expenses or otherwise (including, without limitation, all fees and
        disbursements of counsel that are required to be paid by the Borrower pursuant
        to the terms of any of the foregoing agreements).

       

      “Collateral”:
        as
        defined in Section 3.

       

      “Collateral
        Account”:
        any
        collateral account established by the Administrative Agent as provided in
        Section 7.2.

       

      “Foreign
        Subsidiary”:
        any
        Subsidiary organized under the laws of any jurisdiction outside the United
        States of America.

       

      “Foreign
        Subsidiary Voting Equity Interests”:
        the
        voting Equity Interests of any Foreign Subsidiary.

       

      “Grantor”:
        as
        defined in the preamble.

       

      “Guarantor
        Obligations”:
        with
        respect to any Guarantor, all obligations and liabilities of such Guarantor
        which may arise under or in connection with this Agreement (including, without
        limitation, Section 2), any other Loan Document to which such Guarantor is
        a
        party, any Non-Facility Letter of Credit issued for such Guarantor’s account,
        any Specified Hedge Agreement or, in the case of any Subsidiary Guarantor,
        any
        Specified Cash Management Agreement to which such Guarantor is a party, in
        each
        case whether on account of guarantee obligations, reimbursement obligations,
        fees, indemnities, costs, expenses or otherwise (including, without limitation,
        all fees and disbursements of counsel that are required to be paid by such
        Guarantor pursuant to the terms of this Agreement or any other Loan
        Document).

       

      “Guarantors”:
        the
        collective reference to each Grantor, other than the Borrower.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      “Intellectual
        Property”:
        the
        collective reference to all rights, priorities and privileges in and to the
        Patents, the Patent Licenses, the Trademarks and the Trademark Licenses,
        and all
        rights to sue at law or in equity for any infringement or other impairment
        thereof, in each case, whether arising under United States, multinational
        or
        foreign laws or otherwise, including the right to receive all proceeds and
        damages therefrom.

       

      “Intercompany
        Obligations”:
        all
        obligations, whether constituting General Intangibles or otherwise, owing
        to the
        Borrower or any Subsidiary Grantor by any Affiliate of the Borrower or such
        Subsidiary Grantor, and with respect to Holdings, all obligations, whether
        constituting General Intangibles or otherwise, owing to Holdings by the Borrower
        or any of its Subsidiaries.

       

      “Investment
        Property”:
        the
        collective reference to (i) all “investment property” as such term is defined in
        Section 9-102(a)(49) of the Applicable UCC (other than any Foreign Subsidiary
        Voting Stock excluded from the definition of “Pledged Stock”) and (ii) whether
        or not constituting “investment property” as so defined, all Pledged Notes and
        all Pledged Stock.

       

      “Issuers”:
        the
        collective reference to each issuer of any Pledged Securities.

       

      “Non-Facility
        Guarantee Obligations”:
        as
        defined in Section 2.6.

       

      “Non-Facility
        Guarantor Obligations”:
        the
        Guarantor Obligations of each Guarantor in respect of Non-Facility Letters
        of
        Credit issued for such Guarantor’s account and Specified Hedge Agreements or, in
        the case of any Subsidiary Guarantor, any Specified Cash Management Agreements
        to which such Guarantor is a party.

       

      “Non-Facility
        Letters of Credit”:
        any
        letters of credit issued by any Lender (or any Affiliate of any Lender) pursuant
        to Section 7.2(h) of the Credit Agreement. 

       

      “Obligations”:
        (i) in
        the case of the Borrower, the Borrower Obligations, and (ii) in the case
        of each
        Guarantor, its Guarantor Obligations, in each case including Non-Facility
        Guarantee Obligations.

       

      “Patents”:
        (i)
        all letters patent of the United States, any other country or any political
        subdivision thereof, all reissues and extensions thereof and all goodwill
        associated therewith, including, without limitation, any of the foregoing
        referred to in Schedule
        5,
        (ii)
        all applications for letters patent of the United States or any other country
        and all divisions, continuations and continuations-in-part thereof, including,
        without limitation, any of the foregoing referred to in Schedule
        5,
        and
        (iii) all rights to obtain any reissues or extensions of the foregoing.


       

      “Patent
        License”:
        all
        agreements, whether written or oral, providing for the grant by or to any
        Grantor of any right to manufacture, use or sell any invention covered in
        whole
        or in part by a Patent, including, without limitation, any of the foregoing
        referred to in Schedule
        5
        (it
        being understood that oral agreements are not required to be listed on Schedule
        5).

       

      “Pledged
        LLC Interests”:
        in
        each case, whether now existing or hereafter acquired, all of a Grantor’s right,
        title and interest in and to (it being acknowledged and agreed that with
        respect
        to Holdings, this definition shall apply only to the right, title and interests
        of Holdings in the Borrower and its Subsidiaries):

       

      (i)
        any
        Issuer (other than any Non-Recourse Subsidiary) that is a limited liability
        company, but not any of such Grantor’s obligations from time to time as a holder
        of interests in any such Issuer (unless the Administrative Agent or its
        designee, on behalf of 

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      the
        Administrative Agent, shall elect to become a holder of interests in any
        such
        Issuer in connection with its exercise of remedies pursuant to the terms
        hereof);

       

      (ii)
        any
        and all moneys due and to become due to such Grantor now or in the future
        by way
        of a distribution made to such Grantor in its capacity as a holder of interests
        in any such Issuer or otherwise in respect of such Grantor’s interest as a
        holder of interests in any such Issuer;

       

      (iii)
        any
        other property of any such Issuer to which such Grantor now or in the future
        may
        be entitled in respect of its interests in any such Issuer by way of
        distribution, return of capital or otherwise;

       

      (iv)
        any
        other claim or right which such Grantor now has or may in the future acquire
        in
        respect of its interests in any such Issuer;

       

      (v)
        the
        organizational documents of any such Issuer;

       

      (vi)
        all
        certificates, options or rights of any nature whatsoever that may be issued
        or
        granted by any such Issuer to such Grantor while this Agreement is in effect;
        and

       

      (vii)
        to
        the extent not otherwise included, all Proceeds of any or all of the
        foregoing.

       

      “Pledged
        Notes”:
        with
        respect to the Borrower and the Subsidiary Grantors, any promissory note
        evidencing loans made by any Grantor to any member of the Charter Group,
        and
        with respect to Holdings, any promissory note evidencing loans made by Holdings
        to the Borrower or any of its Subsidiaries, including in each case without
        limitation, all promissory notes listed on Schedule
        2.

       

      “Pledged
        Partnership Interests”:
        in
        each case, whether now existing or hereafter acquired, all of a Grantor’s right,
        title and interest in and to (it being acknowledged and agreed that with
        respect
        to Holdings, this definition shall apply only to the right, title and interests
        of Holdings in the Borrower and its Subsidiaries):

       

      (i) any
        Issuer (other than any Non-Recourse Subsidiary) that is a partnership, but
        not
        any of such Grantor’s obligations from time to time as a general or limited
        partner, as the case may be, in any such Issuer (unless the Administrative
        Agent
        or its designee, on behalf of the Administrative Agent, shall elect to become
        a
        general or limited partner, as the case may be, in any such Issuer in connection
        with its exercise of remedies pursuant to the terms hereof);

       

      (ii)
         any
        and
        all moneys due and to become due to such Grantor now or in the future by
        way of
        a distribution made to such Grantor in its capacity as a general partner
        or
        limited partner, as the case may be, in any such Issuer or otherwise in respect
        of such Grantor’s interest as a general partner or limited partner, as the case
        may be, in any such Issuer;

       

      (iii)
         any
        other
        property of any such Issuer to which such Grantor now or in the future may
        be
        entitled in respect of its interests as a general partner or limited partner,
        as
        the case may be, in any such Issuer by way of distribution, return of capital
        or
        otherwise;

       

      (iv)
         any
        other
        claim or right which such Grantor now has or may in the future acquire in
        respect of its general or limited partnership interests in any such
        Issuer;

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      (v)
         the
        partnership agreement or other organizational documents of any such
        Issuer;

       

      (vi)
         all
        certificates, options or rights of any nature whatsoever that may be issued
        or
        granted by any such Issuer to such Grantor while this Agreement is in effect;
        and

       

      (vii)
         to
        the
        extent not otherwise included, all Proceeds of any or all of the
        foregoing.

       

      “Pledged
        Receivables”:
        the
        collective reference to all Receivables pledged by any Grantor as
        Collateral.

       

      “Pledged
        Securities”:
        the
        collective reference to the Pledged Notes and the Pledged Stock, together
        with
        the Proceeds thereof.

       

      “Pledged
        Stock”:
        the
        Equity Interests listed on Schedule
        2,
        together with any other shares, stock certificates, options, interests or
        rights
        of any nature whatsoever in respect of the Equity Interests (i) with respect
        to
        the Borrower and any Subsidiary Grantor, of any Person (other than any
        Non-Recourse Subsidiary) that may be issued or granted to, or held by, the
        Borrower and any Subsidiary Grantor, and (ii) with respect to Holdings, of
        the
        Borrower or any of its Subsidiaries, in each case while this Agreement is
        in
        effect including, in any event, the Pledged LLC Interests and Pledged
        Partnership Interests.

       

      “Proceeds”:
        all
“proceeds” as such term is defined in Section 9-102(a)(64) of the Applicable UCC
        and, in any event, shall include, without limitation, all dividends,
        distributions or other income from the Pledged Securities and Investment
        Property, collections thereon or distributions or payments with respect
        thereto.

       

      “Receivable”:
        any
        right to payment for goods sold or leased or for services rendered, whether
        or
        not such right is evidenced by an Instrument or Chattel Paper and whether
        or not
        it has been earned by performance (including, without limitation, any
        Account).

       

      “Securities
        Act”:
        the
        Securities Act of 1933, as amended.

       

      “Secured
        Parties”:
        the
        collective reference to the Administrative Agent, the Lenders and any affiliate
        of any Lender to which Borrower Obligations or Guarantor Obligations, as
        applicable, are owed.

       

      “Subsidiary
        Grantor”:
        any
        Subsidiary of the Borrower that is a Grantor.

       

      “Trademarks”:
        (i)
        all trademarks, trade names, corporate names, company names, business names,
        fictitious business names, trade styles, service marks, logos and other source
        or business identifiers, and all goodwill associated therewith, now existing
        or
        hereafter adopted or acquired, all registrations and recordings thereof,
        and all
        applications in connection therewith, whether in the United States Patent
        and
        Trademark Office or in any similar office or agency of the United States,
        any
        State thereof or any other country or any political subdivision thereof,
        or
        otherwise, and all common-law rights related thereto, including, without
        limitation, any of the foregoing referred to in Schedule
        5,
        and
        (ii) the right to obtain all renewals thereof.

       

      “Trademark
        License”:
        any
        agreement, whether written or oral, providing for the grant by or to any
        Grantor
        of any right to use any Trademark, including, without limitation, any of
        the
        foregoing referred to in Schedule
        5
        (it
        being understood that oral agreements are not required to be listed on Schedule
        5).

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      1.2  Other
        Definitional Provisions.
        (a)
        The
        words “hereof,” “herein”, “hereto” 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 and Schedule references
        are to this Agreement unless otherwise specified.

       

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

       

      (c)  
        Where
        the context requires, terms relating to the Collateral or any part thereof,
        when
        used in relation to a Grantor, shall refer to such Grantor’s Collateral or the
        relevant part thereof.

       

      SECTION
        2.   GUARANTEE

       

      2.1  Guarantee.
        (a)
        Each of
        the Guarantors hereby confirms that it guarantees, jointly and severally,
        unconditionally and irrevocably, to the Administrative Agent, for the ratable
        benefit of the Secured Parties and their respective successors, indorsees,
        transferees and assigns, the prompt and complete payment and performance
        by the
        Borrower when due (whether at the stated maturity, by acceleration or otherwise)
        of the Borrower Obligations. It is understood that, with respect to each
        Guarantor party to this Agreement on the date hereof, such Guarantor’s
        guarantee constitutes a continuation of its guarantee under the Existing
        Guarantee and Collateral Agreement (it being further understood that such
        guarantee will apply to the full amount of the Borrower Obligations).


       

      (b)  
        Anything
        herein or in any other Loan Document to the contrary notwithstanding, the
        maximum liability of each Guarantor hereunder and under the other Loan Documents
        shall in no event exceed the amount which can be guaranteed by such Guarantor
        under applicable federal and state laws relating to the insolvency of debtors
        (after giving effect to the right of contribution established in Section
        2.2).

       

      (c)  
        Each
        Guarantor agrees that the Borrower Obligations may at any time and from time
        to
        time exceed the amount of the liability of such Guarantor hereunder without
        impairing the guarantee contained in this Section 2 or affecting the rights
        and
        remedies of the Administrative Agent or any Lender hereunder.

       

      (d)  
        The
        guarantee contained in this Section 2 shall remain in full force and effect
        until all the Borrower Obligations shall have been satisfied by payment in
        full,
        no Letter of Credit shall be outstanding and the Commitments shall be
        terminated, notwithstanding that from time to time during the term of the
        Credit
        Agreement the Borrower may be free from any Borrower Obligations.

       

      (e)  
        No
        payment made by the Borrower, any of the Guarantors, any other guarantor
        or any
        other Person or received or collected by the Administrative Agent or any
        Lender
        from the Borrower, any of the Guarantors, any other guarantor or any other
        Person by virtue of any action or proceeding or any set-off or appropriation
        or
        application at any time or from time to time in reduction of or in payment
        of
        the Borrower Obligations shall be deemed to modify, reduce, release or otherwise
        affect the liability of any Guarantor hereunder which shall, notwithstanding
        any
        such payment (other than any payment made by such Guarantor in respect of
        the
        Borrower Obligations or any payment received or collected from such Guarantor
        in
        respect of the Borrower Obligations), remain liable for the Borrower Obligations
        up to the maximum liability of such Guarantor hereunder until the Borrower
        Obligations are paid in full, no Letter of Credit shall be outstanding and
        the
        Commitments are terminated.

       

      2.2  Right
        of Contribution.
        Each
        Subsidiary Guarantor hereby agrees that to the extent that a Subsidiary
        Guarantor shall have paid more than its proportionate share of any payment
        made
        hereunder, such Subsidiary Guarantor shall be entitled to seek and receive
        contribution from and against 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

         

        any
          other
          Subsidiary Guarantor hereunder which has not paid its proportionate share
          of
          such payment. Each Subsidiary Guarantor’s right of contribution shall be subject
          to the terms and conditions of Section 2.3. The provisions of this Section
          2.2
          shall in no respect limit the obligations and liabilities of any Subsidiary
          Guarantor to the Administrative Agent and the Lenders, and each Subsidiary
          Guarantor shall remain liable to the Administrative Agent and the Lenders
          for
          the full amount guaranteed by such Subsidiary Guarantor
          hereunder.

      

       

      2.3  No
        Subrogation.
        Notwithstanding any payment made by any Guarantor hereunder or any set-off
        or
        application of funds of any Guarantor by the Administrative Agent or any
        Lender,
        no Guarantor shall be entitled to be subrogated to any of the rights of the
        Administrative Agent or any Lender against the Borrower or any other Guarantor
        or any collateral security or guarantee or right of offset held by the
        Administrative Agent or any Lender for the payment of the Borrower Obligations,
        nor shall any Guarantor seek or be entitled to seek any contribution or
        reimbursement from the Borrower or any other Guarantor in respect of payments
        made by such Guarantor hereunder, until all amounts owing to the Administrative
        Agent and the Lenders by the Borrower on account of the Borrower Obligations
        are
        paid in full, no Letter of Credit shall be outstanding and the Commitments
        are
        terminated. If any amount shall be paid to any Guarantor on account of such
        subrogation rights at any time when all of the Borrower Obligations shall
        not
        have been paid in full, such amount shall be held by such Guarantor in trust
        for
        the Administrative Agent and the Lenders, segregated from other funds of
        such
        Guarantor, and shall, forthwith upon receipt by such Guarantor, be turned
        over
        to the Administrative Agent in the exact form received by such Guarantor
        (duly
        indorsed by such Guarantor to the Administrative Agent, if required), to
        be
        applied against the Borrower Obligations, whether matured or unmatured, in
        such
        order as the Administrative Agent may determine.

       

      2.4  Amendments,
        etc. with respect to the Borrower Obligations.
        Each
        Guarantor shall remain obligated hereunder notwithstanding that, without
        any
        reservation of rights against any Guarantor and without notice to or further
        assent by any Guarantor, any demand for payment of any of the Borrower
        Obligations may be rescinded and any of the Borrower Obligations continued,
        and
        the Borrower Obligations, or the liability of any other Person upon or for
        any
        part thereof, or any collateral security or guarantee therefor or right of
        offset with respect thereto, may, from time to time, in whole or in part,
        be
        renewed, extended, amended, modified, accelerated, compromised, waived,
        surrendered or released and the Credit Agreement and the other Loan Documents
        and any other documents executed and delivered in connection therewith may,
        from
        time to time, be amended, modified, supplemented, restated or terminated
        or the
        obligations thereunder increased, in whole or in part and any collateral
        security, guarantee or right of offset at any time held for the payment of
        the
        Borrower Obligations may be sold, exchanged, waived, surrendered or released.
        Neither the Administrative Agent nor any Lender shall have any obligation
        to
        protect, secure, perfect or insure any Lien at any time held by it as security
        for the Borrower Obligations or for the guarantee contained in this Section
        2 or
        any property subject thereto.

       

      2.5  Guarantee
        Absolute and Unconditional.
        Each
        Guarantor waives any and all notice of the creation, renewal, extension or
        accrual of any of the Borrower Obligations and notice of or proof of reliance
        by
        the Administrative Agent or any Lender upon the guarantee contained in this
        Section 2 or acceptance of the guarantee contained in this Section 2; the
        Borrower Obligations, and any of them, shall conclusively be deemed to have
        been
        created, contracted or incurred, or renewed, extended, amended or waived,
        in
        reliance upon the guarantee contained in this Section 2; and all dealings
        between the Borrower and any of the Guarantors, on the one hand, and the
        Administrative Agent and the Lenders, on the other hand, likewise shall be
        conclusively presumed to have been had or consummated in reliance upon the
        guarantee contained in this Section 2. Each Guarantor waives diligence,
        presentment, protest, demand for payment and notice of default or nonpayment
        to
        or upon the Borrower or any of the Guarantors with respect to the Borrower
        Obligations. Each Guarantor understands and agrees that the guarantee contained
        in this Section 2 shall be construed as a continuing, absolute and unconditional
        

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

         

        guarantee
          of payment without regard to (a) the validity or enforceability of the
          Credit
          Agreement or any other Loan Document, any of the Borrower Obligations or
          any
          other collateral security therefor or guarantee or right of offset with
          respect
          thereto at any time or from time to time held by the Administrative Agent
          or any
          Lender, (b) any defense, set-off or counterclaim (other than a defense
          of
          payment or performance) which may at any time be available to or be asserted
          by
          the Borrower or any other Person against the Administrative Agent or any
          Lender,
          or (c) any other circumstance whatsoever (with or without notice to or
          knowledge
          of the Borrower or such Guarantor) which constitutes, or might be construed
          to
          constitute, an equitable or legal discharge of the Borrower for the Borrower
          Obligations, or of such Guarantor under the guarantee contained in this
          Section
          2, in bankruptcy or in any other instance. When making any demand hereunder
          or
          otherwise pursuing its rights and remedies hereunder against any Guarantor,
          the
          Administrative Agent or any Lender may, but shall be under no obligation
          to,
          make a similar demand on or otherwise pursue such rights and remedies as
          it may
          have against the Borrower, any other Guarantor or any other Person or against
          any collateral security or guarantee for the Borrower Obligations or any
          right
          of offset with respect thereto, and any failure by the Administrative Agent
          or
          any Lender to make any such demand, to pursue such other rights or remedies
          or
          to collect any payments from the Borrower, any other Guarantor or any other
          Person or to realize upon any such collateral security or guarantee or
          to
          exercise any such right of offset, or any release of the Borrower, any
          other
          Guarantor or any other Person or any such collateral security, guarantee
          or
          right of offset, shall not relieve any Guarantor of any obligation or liability
          hereunder, and shall not impair or affect the rights and remedies, whether
          express, implied or available as a matter of law, of the Administrative
          Agent or
          any Lender against any Guarantor. For the purposes hereof “demand” shall include
          the commencement and continuance of any legal proceedings.

      

       

      2.6  Non-Facility
        Letters of Credit.
        Each of
        the Borrower and each Guarantor hereby agrees that it shall guarantee (such
        guarantee obligations, “Non-Facility
        Guarantee Obligations”)
        the
        Non-Facility Guarantor Obligations of each other Guarantor on the same basis,
        mutatis mutandis,
        as the
        guarantee of the Borrower Obligations contained in this Section 2. Without
        limiting the generality of the foregoing, unless the context otherwise requires,
        (a) each reference in this Section 2 to “Borrower Obligations” shall be deemed
        to include Non-Facility Guarantor Obligations and (b) each reference in this
        Section 2 to a “Guarantor” shall be deemed to include the Borrower in its
        capacity as a guarantor of the Non-Facility Guarantor Obligations.

       

      2.7  Reinstatement.
        The
        guarantee contained in this Section 2 shall continue to be effective, or
        be
        reinstated, as the case may be, if at any time payment, or any part thereof,
        of
        any of the Borrower Obligations is rescinded or must otherwise be restored
        or
        returned by the Administrative Agent or any Lender upon the insolvency,
        bankruptcy, dissolution, liquidation or reorganization of the Borrower or
        any
        Guarantor, or upon or as a result of the appointment of a receiver, intervenor
        or conservator of, or trustee or similar officer for, the Borrower or any
        Guarantor or any substantial part of its property, or otherwise, all as though
        such payments had not been made.

       

      2.8  Payments.
        Each
        Guarantor hereby guarantees that payments hereunder will be paid to the
        Administrative Agent without set-off or counterclaim in Dollars at the Funding
        Office.

       

      SECTION
        3.   GRANT
        OF
        SECURITY INTEREST

       

      Each
        Grantor hereby confirms its continuing grant to the Administrative Agent,
        for
        the ratable benefit of the Secured Parties, of a security interest in, and
        its
        continuing assignment and transfer to the Administrative Agent of, all of
        the
        following property now owned or at any time hereafter acquired by such Grantor
        or in which such Grantor now has or at any time in the future may acquire
        any
        right, title or interest (subject to the last paragraph of this Section 3,
        collectively, the “Collateral”),
        as
        collateral security for the prompt and complete payment and performance when
        due
        (whether at the stated maturity, by
        acceleration or otherwise) of such Grantor’s Obligations:

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      (a)  all
        Pledged Securities;

       

      (b)  all
        Intercompany Obligations;

       

      (c)  all
        Additional Collateral;

       

      (d)  all
        books
        and records pertaining to the Collateral; and

       

      (e)  to
        the
        extent not otherwise included, all Proceeds, Supporting Obligations and products
        of any and all of the foregoing, all collateral security and guarantees given
        by
        any Person with respect to any of the foregoing and any Instruments evidencing
        any of the foregoing.

       

      Notwithstanding
        any of the other provisions set forth in any subsection of this Section 3
        or any
        other provision of this Agreement, (i) this Agreement shall not constitute
        a
        grant of a security interest in, and the Collateral shall not include, (x)
        any
        property to the extent that such grant of a security interest is prohibited
        by
        any Requirements of Law of a Governmental Authority, requires a consent not
        obtained of any Governmental Authority pursuant to such Requirement of Law
        or is
        prohibited by, or constitutes a breach or default under or results in the
        termination of or requires any consent not obtained under, any contract,
        license, agreement (including any joint venture, partnership or limited
        liability company operating agreement, unless the same relates to a Wholly
        Owned
        Subsidiary), instrument or other document evidencing or giving rise to such
        property except to the extent that such Requirement of Law or the term in
        such
        contract, license, agreement, instrument or other document providing for
        such
        prohibition, breach, default or termination or requiring such consent is
        ineffective under applicable law or (y) any property that is subject to a
        purchase money security interest permitted by the Credit Agreement for so
        long
        as it is subject to such security interest and (ii) in no event shall more
        than
        66% of the total outstanding Foreign Subsidiary Voting Equity Interest of
        any
        Foreign Subsidiary constitute Collateral or be required to be pledged
        hereunder.

       

      SECTION
        4.   CERTIFICATED
        INTERESTS

       

      4.1  Pledged
        Partnership Interests.
        Concurrently with the delivery to the Administrative Agent of any certificate
        representing any Pledged Partnership Interests, the relevant Grantor shall,
        if
        requested by the Administrative Agent, deliver an undated power covering
        such
        certificate, duly executed in blank by such Grantor.

       

      4.2  Pledged
        LLC Interests.
        Concurrently with the delivery to the Administrative Agent of any certificate
        representing any Pledged LLC Interests, the relevant Grantor shall, if requested
        by the Administrative Agent, deliver an undated power covering such certificate,
        duly executed in blank by such Grantor.

       

      SECTION
        5.   REPRESENTATIONS
        AND WARRANTIES

       

      To
        induce
        the Administrative Agent and the Lenders to enter into the Credit Agreement
        and
        to induce the Lenders to make their respective extensions of credit to the
        Borrower thereunder, each Grantor hereby represents and warrants to the
        Administrative Agent and each Lender that:

       

      5.1  Title;
        No Other Liens.
        Except
        for the security interest granted to the Administrative Agent for the ratable
        benefit of the Secured Parties pursuant to this Agreement and the other Liens
        not prohibited to exist on the Collateral by the Credit Agreement, such Grantor
        owns each item of the Collateral free and clear of any and all Liens or claims
        of others. For the avoidance of doubt, it is understood and agreed that any
        Grantor may, as part of its business, grant licenses to third parties to
        use
        Intellectual Property owned or developed by a Grantor. For purposes of this
        Agreement and the other 

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

         

        Loan
          Documents, such licensing activity shall not constitute a “Lien” on such
          Intellectual Property. Each of the Administrative Agent and each Lender
          understands that any such licenses may be exclusive to the applicable licensees,
          and such exclusivity provisions may limit the ability of the Administrative
          Agent to utilize, sell, lease or transfer the related Intellectual Property
          or
          otherwise realize value from such Intellectual Property pursuant
          hereto.

      

       

      5.2  Perfected
        First Priority Liens.
        The
        security interests granted pursuant to this Agreement (a)
        constitute valid perfected security interests in all of the Collateral in
        favor
        of the Administrative Agent, for the ratable benefit of the Secured Parties,
        as
        collateral security for such Grantor’s Obligations, enforceable in accordance
        with the terms hereof against all creditors of such Grantor and any Persons
        purporting to purchase any Collateral from such Grantor and (b)
        are
        prior to all other Liens on the Collateral in existence on the date hereof
        except for Liens not prohibited by the Credit Agreement.

       

      5.3  Jurisdiction
        of Organization.
        On the
        date hereof, such Grantor’s jurisdiction of organization is specified on
Schedule
        4.
        

       

      5.4  Pledged
        Securities.
        (a)
        The
        Equity Interests pledged by such Grantor hereunder constitute all the issued
        and
        outstanding shares of all classes of the Equity Interests of each Issuer
        owned
        by such Grantor or, in the case of Foreign Subsidiary Voting Stock, if less,
        66%
        of the outstanding Foreign Subsidiary Voting Stock of each relevant
        Issuer.

       

      (b)  
        Except
        with respect to Pledged Stock from time to time constituting an immaterial
        portion of the Collateral, all the shares of the Pledged Stock have been
        duly
        and validly issued and are fully paid and nonassessable.

       

      (c)  
        None of
        the Pledged LLC Interests or Pledged Partnership Interests constitutes a
        security under Section 8-103 of the Applicable UCC or the corresponding code
        or
        statute of any other applicable jurisdiction.

       

      (d)  
        Except
        with respect to Pledged Notes from time to time constituting an immaterial
        portion of the Collateral, each of the Pledged Notes constitutes the legal,
        valid and binding obligation of the obligor with respect thereto, enforceable
        in
        accordance with its terms, subject to the effects of bankruptcy, insolvency,
        fraudulent conveyance, reorganization, moratorium and other similar laws
        relating to or affecting creditors’ rights generally, general equitable
        principles (whether considered in a proceeding in equity or at law) and the
        implied covenant of good faith and fair dealing.

       

      (e)  
        Such
        Grantor is the record and beneficial owner of, and has good and marketable
        title
        to, the Pledged Securities pledged by it hereunder, free of any and all Liens
        or
        options in favor of, or claims of, any other Person, except the security
        interest created by this Agreement and any Liens not prohibited by Section
        7.3
        of the Credit Agreement.

       

      SECTION
        6.  COVENANTS

       

      Each
        Grantor covenants and agrees that, from and after the date of this Agreement
        until the Obligations shall have been paid in full, no Letter of Credit shall
        be
        outstanding and the Commitments shall have terminated:

       

      6.1  Delivery
        of Instruments, Certificated Securities and Chattel Paper.
        If any
        amount payable under or in connection with any of the Collateral shall be
        or
        become evidenced by any Instrument, Certificated Security or Chattel Paper
        with
        a face value of $5,000,000 or more, such Instrument, Certificated Security
        or
        Chattel Paper shall be promptly delivered to the Administrative 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

         

        Agent,
          duly indorsed in a manner reasonably satisfactory to the Administrative
          Agent,
          to be held as Collateral pursuant to this Agreement.

      

       

      6.2  Insurance
        All
        insurance maintained by any Grantor with respect to the Collateral shall
        (a)
        provide that no cancellation, material reduction in amount or material change
        in
        coverage thereof shall be effective until at least 30 days after receipt
        by the
        Administrative Agent of written notice thereof and (b) name the Administrative
        Agent as insured party or loss payee, as applicable and customary.

       

      6.3  Maintenance
        of Perfected Security Interest; Further Documentation.
        (a)
        Such
        Grantor shall, at the request of the Administrative Agent, take all reasonable
        actions to maintain the security interest created by this Agreement as a
        perfected security interest having at least the priority described in Section
        5.2 and shall defend such security interest against the claims and demands
        of
        all Persons whomsoever.

       

      (b)  
        Such
        Grantor will furnish to the Administrative Agent and the Lenders from time
        to
        time statements and schedules further identifying and describing the assets
        and
        property of such Grantor constituting, or intended to constitute, Collateral
        and
        such other reports in connection therewith as the Administrative Agent may
        reasonably request, all in reasonable detail.

       

      (c)  
        At any
        time and from time to time, upon the written request of the Administrative
        Agent, and at the sole expense of such Grantor, such Grantor will promptly
        and
        duly execute and deliver, and have recorded, such further instruments and
        documents and take such further actions as the Administrative Agent may
        reasonably request for the purpose of obtaining or preserving the full benefits
        of this Agreement and of the rights and powers herein granted, including,
        without limitation, (i) filing any financing or continuation statements under
        the Uniform Commercial Code (or other similar laws) in effect in any
        jurisdiction with respect to the security interests created hereby and (ii)
        in
        the case of Pledged Securities, Investment Property, Letter of Credit Rights
        and
        any other relevant Collateral, taking any actions necessary to enable the
        Administrative Agent to obtain “control” (within the meaning of the applicable
        Uniform Commercial Code) with respect thereto; provided,
        that no
        account control agreements will be required unless an Event of Default is
        in
        existence.

       

      6.4  Changes
        in Locations, Name, etc.
        Such
        Grantor will not, except upon prior written notice to the Administrative
        Agent:

       

      (a)
        change its jurisdiction of organization; or

       

      (b) change
        its name to such an extent that any financing statement filed by the
        Administrative Agent in connection with this Agreement would become seriously
        misleading;

       

      unless,
        within 30 days of the taking of any such actions, such Grantor delivers to
        the
        Administrative Agent notice of such change and all documents reasonably
        requested by the Administrative Agent to maintain the validity, perfection
        and
        priority of the security interests provided for herein.

       

      6.5  Pledged
        Securities.
        (a)
        If such
        Grantor shall become entitled to receive or shall receive any certificate
        (including, without limitation, any certificate representing a dividend or
        a
        distribution in connection with any reclassification, increase or reduction
        of
        capital or any certificate issued in connection with any reorganization),
        option
        or rights in respect of the Equity Interests of any Issuer, whether in addition
        to, in substitution of, as a conversion of, or in exchange for, any shares
        of
        the Pledged Stock, or otherwise in respect thereof, such Grantor shall accept
        the same as the agent of the Administrative Agent and the Lenders, hold the
        same
        in trust for the Administrative Agent and the Lenders and, with respect to
        Pledged Stock constituting securities under and as defined in Section 8-103
        

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

         

        of
          the
          Applicable UCC, deliver the same forthwith to the Administrative Agent
          in the
          exact form received, duly indorsed by such Grantor to the Administrative
          Agent,
          if required, together with an undated power covering such certificate duly
          executed in blank by such Grantor, to be held by the Administrative Agent,
          subject to the terms hereof, as additional collateral security for the
          Obligations. During the continuance of an Event of Default, after written
          notice
          from the Administrative Agent, any sums paid upon or in respect of the
          Pledged
          Securities upon the liquidation or dissolution of any Issuer shall be paid
          over
          to the Administrative Agent to be held by it hereunder as additional collateral
          security for the Obligations, and in case any distribution of capital shall
          be
          made on or in respect of the Pledged Securities or any property shall be
          distributed upon or with respect to the Pledged Securities pursuant to
          the
          recapitalization or reclassification of the capital of any Issuer or pursuant
          to
          the reorganization thereof, the property so distributed shall be delivered
          to
          the Administrative Agent to be held by it hereunder as additional collateral
          security for the Obligations. If any sums of money or property so paid
          or
          distributed in respect of the Pledged Securities shall be received by such
          Grantor during the continuance of an Event of Default, after notice from
          the
          Administrative Agent, such Grantor shall, until such money or property
          is paid
          or delivered to the Administrative Agent, hold such money or property in
          trust
          for the Lenders, segregated from other funds of such Grantor, as additional
          collateral security for the Obligations.

      

       

      (b)  
        Without
        the prior written consent of the Administrative Agent, such Grantor will
        not (i)
        sell, assign, transfer, exchange, or otherwise dispose of, or grant any option
        with respect to, the Pledged Securities or Proceeds thereof (except pursuant
        to
        a transaction not prohibited by the Credit Agreement), (ii) create, incur
        or
        permit to exist any Lien, or any claim of any Person with respect to, any
        of the
        Pledged Securities or Proceeds thereof, or any interest therein, except for
        the
        security interests created by this Agreement or Liens not prohibited under
        Section 7.3 of the Credit Agreement, (iii) enter into any agreement or
        undertaking restricting the right or ability of such Grantor to sell, assign
        or
        transfer any of the Pledged Stock hereunder or Proceeds thereof other than
        any
        documents governing Indebtedness permitted under Section 7.2 of the Credit
        Agreement so long as such restrictions are no more onerous than those contained
        in the Loan Documents, or (iv) enter into any agreement or undertaking
        restricting, directly or indirectly, the right or ability of the Administrative
        Agent to sell, assign or transfer any of the Pledged Securities hereunder
        or
        Proceeds thereof.

       

      (c)  
        Without
        the prior written consent of the Administrative Agent, such Grantor will
        not,
        and will not permit any Issuer that is a limited liability company or
        partnership, to amend such Issuer’s certificate of formation, certificate of
        limited partnership, statement of partnership existence, limited liability
        company agreement, partnership agreement or operating agreement to provide
        that
        any Equity Interests in any Issuer constitute a security under Section 8-103
        of
        the Applicable UCC or the corresponding code or statute of any other applicable
        jurisdiction.

       

      (d)  In
        the
        case of each Grantor which is an Issuer, such Issuer agrees that (i) it will
        be
        bound by the terms of this Agreement relating to the Pledged Securities issued
        by it and will comply with such terms insofar as such terms are applicable
        to
        it, (ii) it will notify the Administrative Agent promptly in writing of the
        occurrence of any of the events described in Section 6.5(a) with respect
        to the
        Pledged Securities issued by it and (iii) the terms of Sections 7.1(c) and
        7.5
        shall apply to it, mutatis mutandis,
        with
        respect to all actions that may be required of it pursuant to Section 7.1(c)
        or
        7.5 with respect to the Pledged Securities issued by it.

       

      SECTION
        7.   REMEDIAL
        PROVISIONS

       

      7.1  Investment
        Property. (a)
        Unless
        an Event of Default shall have occurred and be continuing and the Administrative
        Agent shall have given written notice to the relevant Grantor of the
        Administrative Agent’s intent to exercise its corresponding rights pursuant to
        Section 7.1(b), each Grantor shall be permitted to receive all cash dividends
        paid in respect of the Pledged Stock and all payments made in respect of
        the
        Pledged Notes, to the extent not prohibited by the Credit Agreement, and
        to


       

      
        
          
          

        

        
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        exercise
          all voting and organizational rights with respect to the Pledged Securities;
          provided,
          however,
          that no
          vote shall be cast or right exercised or other action taken which, in the
          Administrative Agent’s reasonable judgment, would impair the Collateral or which
          would be inconsistent with or result in any violation of any provision
          of the
          Credit Agreement, this Agreement or any other Loan Document.

      

       

      (b)  
        If an
        Event of Default shall occur and be continuing and the Administrative Agent
        shall give written notice of its intent to exercise such rights to the relevant
        Grantor or Grantors, (i) the Administrative Agent shall have the right to
        receive any and all cash dividends, payments or other Proceeds paid in respect
        of the Pledged Securities and make application thereof to the Obligations
        in
        such order as the Administrative Agent may determine, and (ii) any or all
        of the
        Pledged Securities shall be registered in the name of the Administrative
        Agent
        or its nominee, and the Administrative Agent or its nominee may thereafter
        exercise (x) all voting, organizational and other rights pertaining to such
        Pledged Securities at any meeting of shareholders of the relevant Issuer
        or
        Issuers or otherwise and (y) any and all rights of conversion, exchange and
        subscription and any other rights, privileges or options pertaining to such
        Pledged Securities as if it were the absolute owner thereof (including, without
        limitation, the right to exchange at its discretion any and all of the Pledged
        Securities upon the merger, consolidation, reorganization, recapitalization
        or
        other fundamental change in the organizational structure of any Issuer, or
        upon
        the exercise by any Grantor or the Administrative Agent of any right, privilege
        or option pertaining to such Pledged Securities, and in connection therewith,
        the right to deposit and deliver any and all of the Pledged Securities with
        any
        committee, depositary, transfer agent, registrar or other designated agency
        upon
        such terms and conditions as the Administrative Agent may determine), all
        without liability except to account for property actually received by it,
        but
        the Administrative Agent shall have no duty to any Grantor to exercise any
        such
        right, privilege or option and shall not be responsible for any failure to
        do so
        or delay in so doing.

       

      (c)  
        Each
        Grantor hereby authorizes and instructs each Issuer of any Pledged Securities
        pledged by such Grantor hereunder to (i) comply with any instruction received
        by
        it from the Administrative Agent in writing that (x) states that an Event
        of
        Default has occurred and is continuing and (y) is otherwise in accordance
        with
        the terms of this Agreement, without any other or further instructions from
        such
        Grantor, and each Grantor agrees that each Issuer shall be fully protected
        in so
        complying, and (ii) unless otherwise expressly permitted hereby, pay any
        dividends or other payments with respect to the Pledged Securities directly
        to
        the Administrative Agent.

       

      7.2  Proceeds
        to be Turned Over to Administrative Agent.
        In
        addition to the rights of the Administrative Agent and the Lenders specified
        in
        Section 7.7 with respect to payments of Pledged Receivables, if an Event
        of
        Default shall occur and be continuing, following written notice from the
        Administrative Agent, all Proceeds received by any Grantor consisting of
        cash,
        checks and other near-cash items shall be held by such Grantor in trust for
        the
        Administrative Agent and the Lenders, segregated from other funds of such
        Grantor, and shall, forthwith upon receipt by such Grantor, be turned over
        to
        the Administrative Agent in the exact form received by such Grantor (duly
        indorsed by such Grantor to the Administrative Agent, if required). All Proceeds
        received by the Administrative Agent hereunder shall be held by the
        Administrative Agent in a Collateral Account maintained under its sole dominion
        and control. All Proceeds while held by the Administrative Agent in a Collateral
        Account (or by such Grantor in trust for the Administrative Agent and the
        Lenders) shall continue to be held as collateral security for all the
        Obligations and shall not constitute payment thereof until applied as provided
        in Section 7.3.

       

      7.3  Application
        of Proceeds.
        At such
        intervals as may be agreed upon by the Borrower and the Administrative Agent,
        or, if an Event of Default shall have occurred and be continuing, at any
        time at
        the Administrative Agent’s election, the Administrative Agent may apply all or
        any part of Proceeds constituting Collateral, whether or not held in any
        Collateral Account in payment of the Obligations in such order as the
        Administrative Agent may elect, and any part of such funds which the
        Administrative Agent elects not so to apply and deems not required as collateral
        security for the 

       

      
        
          
          

        

        
          13

          
            

          

        

         

        Obligations
          shall be paid over from time to time by the Administrative Agent to the
          Borrower
          or to whomsoever may be lawfully entitled to receive the same. Any balance
          of
          such Proceeds remaining after the Obligations shall have been paid in full,
          no
          Letters of Credit shall be outstanding and the Commitments shall have terminated
          shall be paid over to the Borrower or to whomsoever may be lawfully entitled
          to
          receive the same.

      

       

      7.4  Code
        and Other Remedies.
        If an
        Event of Default shall occur and be continuing, the Administrative Agent,
        on
        behalf of the Lenders, may exercise, in addition to all other rights and
        remedies granted to them in this Agreement and in any other instrument or
        agreement securing, evidencing or relating to the Obligations, all rights
        and
        remedies of a secured party under the Applicable UCC or any other applicable
        law. Without limiting the generality of the foregoing, the Administrative
        Agent,
        without demand of performance or other demand, presentment, protest,
        advertisement or notice of any kind (except any notice required by law referred
        to below) to or upon any Grantor or any other Person (all and each of which
        demands, defenses, advertisements and notices are hereby waived), may in
        such
        circumstances forthwith collect, receive, appropriate and realize upon the
        Collateral, or any part thereof, and/or may forthwith sell, lease, assign,
        give
        option or options to purchase, or otherwise dispose of and deliver the
        Collateral or any part thereof (or contract to do any of the foregoing),
        in one
        or more parcels at public or, to the extent permitted by law, private sale
        or
        sales, at any exchange, broker’s board or office of the Administrative Agent or
        any Lender or elsewhere upon such terms and conditions as it may deem advisable
        and at such prices as it may deem best, for cash or on credit or for future
        delivery without assumption of any credit risk. The Administrative Agent
        or any
        Lender shall have the right upon any such public sale or sales, and, to the
        extent permitted by law, upon any such private sale or sales, to purchase
        the
        whole or any part of the Collateral so sold, free of any right or equity
        of
        redemption in any Grantor, which right or equity is hereby waived and released.
        Each Grantor further agrees, at the Administrative Agent’s request, to assemble
        the Collateral and make it available to the Administrative Agent at places
        which
        the Administrative Agent shall reasonably select, whether at such Grantor’s
        premises or elsewhere. The Administrative Agent shall apply the net proceeds
        of
        any action taken by it pursuant to this Section 7.4, after deducting all
        reasonable costs and expenses of every kind incurred in connection therewith
        or
        incidental to the care or safekeeping of any of the Collateral or in any
        way
        relating to the Collateral or the rights of the Administrative Agent and
        the
        Lenders hereunder, including, without limitation, reasonable attorneys’ fees and
        disbursements, to the payment in whole or in part of the Obligations, in
        such
        order as the Administrative Agent may elect, and only after such application
        and
        after the payment by the Administrative Agent of any other amount required
        by
        any provision of law, including, without limitation, Section 9-615(a)(3)
        of the
        Applicable UCC, need the Administrative Agent account for the surplus, if
        any,
        to any Grantor. To the extent permitted by applicable law, each Grantor waives
        all claims, damages and demands it may acquire against the Administrative
        Agent
        or any Lender arising out of the exercise by them of any rights hereunder.
        If
        any notice of a proposed sale or other disposition of Collateral shall be
        required by law, such notice shall be deemed reasonable and proper if given
        at
        least 10 days before such sale or other disposition.

       

      7.5  Registration
        Rights.
        (a)
        If the
        Administrative Agent shall determine to exercise its right to sell any or
        all of
        the Pledged Stock pursuant to Section 7.4, and if in the opinion of the
        Administrative Agent it is necessary or advisable to have the Pledged Stock,
        or
        that portion thereof to be sold, registered under the provisions of the
        Securities Act, the relevant Grantor will cause the Issuer thereof to (i)
        execute and deliver, and cause the directors and officers of such Issuer
        to
        execute and deliver, all such instruments and documents, and do or cause
        to be
        done all such other acts as may be, in the opinion of the Administrative
        Agent,
        necessary or advisable to register the Pledged Stock, or that portion thereof
        to
        be sold, under the provisions of the Securities Act, (ii) use its reasonable
        best efforts to cause the registration statement relating thereto to become
        effective and to remain effective for a period of one year from the date
        of the
        first public offering of the Pledged Stock, or that portion thereof to be
        sold,
        and (iii) make all amendments thereto and/or to the related prospectus which,
        in
        the opinion of the 

       

      
        
          
          

        

        
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        Administrative
          Agent, are necessary or advisable, all in conformity with the requirements
          of
          the Securities Act and the rules and regulations of the Securities and
          Exchange
          Commission applicable thereto. Each Grantor agrees to cause such Issuer
          to
          comply with the provisions of the securities or “Blue Sky” laws of any and all
          jurisdictions which the Administrative Agent shall designate and to make
          available to its security holders, as soon as practicable, an earnings
          statement
          (which need not be audited) which will satisfy the provisions of Section
          11(a)
          of the Securities Act.

      

       

      (b)  
        Each
        Grantor recognizes that the Administrative Agent may be unable to effect
        a
        public sale of any or all the Pledged Stock, by reason of certain prohibitions
        contained in the Securities Act and applicable state securities laws or
        otherwise, and may by reason of such prohibitions be compelled to resort
        to one
        or more private sales thereof to a restricted group of purchasers which will
        be
        obliged to agree, among other things, to acquire such securities for their
        own
        account for investment and not with a view to the distribution or resale
        thereof. Each Grantor acknowledges and agrees that any such private sale
        may
        result in prices and other terms less favorable than if such sale were a
        public
        sale and, notwithstanding such circumstances, agrees that any such private
        sale
        shall be deemed to have been made in a commercially reasonable manner. The
        Administrative Agent shall be under no obligation to delay a sale of any
        of the
        Pledged Stock for the period of time necessary to permit the Issuer thereof
        to
        register such securities for public sale under the Securities Act, or under
        applicable state securities laws, even if such Issuer would agree to do
        so.

       

      (c)  
        Each
        Grantor agrees to use its reasonable best efforts to do or cause to be done
        all
        such other acts as may be necessary to make such sale or sales of all or
        any
        portion of the Pledged Stock pursuant to this Section 7.5 valid and binding
        and
        in compliance with any and all other applicable Requirements of Law. Each
        Grantor further agrees that a breach of any of the covenants contained in
        this
        Section 7.5 will cause irreparable injury to the Administrative Agent and
        the
        Lenders, that the Administrative Agent and the Lenders have no adequate remedy
        at law in respect of such breach and, as a consequence, that each and every
        covenant contained in this Section 7.5 shall be specifically enforceable
        against
        such Grantor, and such Grantor hereby waives and agrees not to assert any
        defenses against an action for specific performance of such covenants except
        for
        a defense that no Event of Default has occurred under the Credit
        Agreement.

       

      7.6  Deficiency.
        Each
        Grantor shall remain liable for any deficiency if the proceeds of any sale
        or
        other disposition of the Collateral are insufficient to pay its Obligations
        and
        the fees and disbursements of any attorneys employed by the Administrative
        Agent
        or any Lender to collect such deficiency.

       

      7.7  Certain
        Matters Relating to Pledged Receivables.
        The
        Administrative Agent hereby authorizes each Grantor pledging Receivables
        hereunder to collect such Grantor’s Pledged Receivables, provided
        that the
        Administrative Agent may curtail or terminate said authority at any time
        after
        the occurrence and during the continuance of an Event of Default. At any
        time
        after the occurrence and during the continuance of an Event of Default, after
        written notice to such Grantor from the Administrative Agent, any payments
        of
        Pledged Receivables, when collected by any Grantor, (i) shall be forthwith
        (and,
        in any event, within two Business Days) deposited by such Grantor in the
        exact
        form received, duly indorsed by such Grantor to the Administrative Agent
        if
        required, in a Collateral Account maintained under the sole dominion and
        control
        of the Administrative Agent, subject to withdrawal by the Administrative
        Agent
        for the account of the Lenders only as provided in Section 7.3, and (ii)
        until
        so turned over, shall be held by such Grantor in trust for the Administrative
        Agent and the Lenders, segregated from other funds of such Grantor. Each
        such
        deposit of Proceeds of Pledged Receivables shall be accompanied by a report
        identifying in reasonable detail the nature and source of the payments included
        in the deposit.

       

      
        
          
          

        

        
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      7.8  Communications
        with Obligors; Grantors Remain Liable.
        (a)
        The
        Administrative Agent in its own name or in the name of others may at any
        time
        after the occurrence and during the continuance of an Event of Default
        communicate with obligors under the Pledged Receivables to verify with them
        to
        the Administrative Agent’s satisfaction the existence, amount and terms of any
        Receivables.

       

      (b)  Upon
        the
        written request of the Administrative Agent at any time after the occurrence
        and
        during the continuance of an Event of Default, each Grantor shall notify
        obligors on the Pledged Receivables that the Pledged Receivables have been
        assigned to the Administrative Agent for the ratable benefit of the Secured
        Parties and that payments in respect thereof shall be made directly to the
        Administrative Agent.

       

      (c)  Anything
        herein to the contrary notwithstanding, each Grantor pledging Receivables
        shall
        remain liable under each of the Pledged Receivables to observe and perform
        all
        the conditions and obligations to be observed and performed by it thereunder,
        all in accordance with the terms of any agreement giving rise thereto. Neither
        the Administrative Agent nor any Lender shall have any obligation or liability
        under any Receivable (or any agreement giving rise thereto) by reason of
        or
        arising out of this Agreement or the receipt by the Administrative Agent
        or any
        Lender of any payment relating thereto, nor shall the Administrative Agent
        or
        any Lender be obligated in any manner to perform any of the obligations of
        any
        Grantor under or pursuant to any Receivable (or any agreement giving rise
        thereto), to make any payment, to make any inquiry as to the nature or the
        sufficiency of any payment received by it or as to the sufficiency of any
        performance by any party thereunder, to present or file any claim, to take
        any
        action to enforce any performance or to collect the payment of any amounts
        which
        may have been assigned to it or to which it may be entitled at any time or
        times.

       

      7.9  Silo
        Credit Agreements, etc.
        After
        the occurrence and during the continuance of an Event of Default, the
        Administrative Agent may exercise any and all rights and remedies of the
        Borrower pursuant to any Silo Credit Agreement or Silo Guarantee and Collateral
        Agreement upon written notice to the relevant borrower under the relevant
        Silo
        Credit Agreement.

       

       

      SECTION
        8.  THE
        ADMINISTRATIVE AGENT

       

      8.1  Administrative
        Agent’s Appointment as Attorney-in-Fact, etc.
        (a)
        Each
        Grantor hereby irrevocably constitutes and appoints the Administrative Agent
        and
        any officer or agent thereof, with full power of substitution, as its true
        and
        lawful attorney-in-fact with full irrevocable power and authority in the
        place
        and stead of such Grantor and in the name of such Grantor or in its own name,
        for the purpose of carrying out the terms of this Agreement, to take any
        and all
        appropriate action and to execute any and all documents and instruments which
        may be necessary or desirable to accomplish the purposes of this Agreement,
        and,
        without limiting the generality of the foregoing, each Grantor hereby gives
        the
        Administrative Agent the power and right, on behalf of such Grantor, without
        notice to or assent by such Grantor, to do any or all of the
        following:

       

      (i)
        in
        the name of such Grantor or its own name, or otherwise, take possession of
        and
        indorse and collect any checks, drafts, notes, acceptances or other instruments
        for the payment of moneys due under any Pledged Receivable or with respect
        to
        any other Collateral and file any claim or take any other action or proceeding
        in any court of law or equity or otherwise deemed appropriate by the
        Administrative Agent for the purpose of collecting any and all such moneys
        due
        under any Pledged Receivable or with respect to any other Collateral whenever
        payable;

       

      (ii)
        in
        the case of any Intellectual Property, execute and deliver, and have recorded,
        any and all agreements, instruments, documents and papers as the Administrative
        Agent may request 

       

      
        
          
          

        

        
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        to
          evidence the Administrative Agent’s and the Lenders’ security interest in such
          Intellectual Property and the goodwill and general intangibles of such
          Grantor
          relating thereto or represented thereby;

      

       

      (iii)
        pay
        or discharge taxes and Liens levied or placed on or threatened against the
        Collateral, effect any repairs or any insurance called for by the terms of
        this
        Agreement and pay all or any part of the premiums therefor and the costs
        thereof; 

       

      (iv)
        execute, in connection with any sale provided for in Section 7.4 or 7.5,
        any
        indorsements, assignments or other instruments of conveyance or transfer
        with
        respect to the Collateral; 

       

      (v)
        (1)  direct
        any party liable for any payment under any of the Collateral to make payment
        of
        any and all moneys due or to become due thereunder directly to the
        Administrative Agent or as the Administrative Agent shall direct; (2)  
        ask or demand for, collect, and receive payment of and receipt for, any and
        all
        moneys, claims and other amounts due or to become due at any time in respect
        of
        or arising out of any Collateral; (3)  
        sign and indorse any invoices, freight or express bills, bills of lading,
        storage or warehouse receipts, drafts against debtors, assignments,
        verifications, notices and other documents in connection with any of the
        Collateral; (4)
        commence
        and prosecute any suits, actions or proceedings at law or in equity in any
        court
        of competent jurisdiction to collect the Collateral or any portion thereof
        and
        to enforce any other right in respect of any Collateral; (5) defend
        any suit, action or proceeding brought against such Grantor with respect
        to any
        Collateral; (6)
        settle,
        compromise or adjust any such suit, action or proceeding and, in connection
        therewith, give such discharges or releases as the Administrative Agent may
        deem
        appropriate; (7)
        assign
        any Patent or Trademark (along with the goodwill of the business to which
        any
        such Patent or Trademark pertains), throughout the world for such term or
        terms,
        on such conditions, and in such manner, as the Administrative Agent shall
        in its
        sole discretion determine; and (8)
        generally, sell, transfer, pledge and make any agreement with respect to
        or
        otherwise deal with any of the Collateral as fully and completely as though
        the
        Administrative Agent were the absolute owner thereof for all purposes, and
        do,
        at the Administrative Agent’s option and such Grantor’s expense, at any time, or
        from time to time, all acts and things which the Administrative Agent deems
        necessary to protect, preserve or realize upon the Collateral and the
        Administrative Agent’s and the Lenders’ security interests therein and to effect
        the intent of this Agreement, all as fully and effectively as such Grantor
        might
        do; and

       

      (vi)
        exercise any of the Administrative Agent’s rights pursuant to Section
        7.9.

       

      Anything
        in this Section 8.1(a) to the contrary notwithstanding, the Administrative
        Agent
        agrees that it will not exercise any rights under the power of attorney provided
        for in this Section 8.1(a) unless an Event of Default shall have occurred
        and be
        continuing and the Administrative Agent shall have given written notice of
        its
        intent to exercise its rights under this Section 8.1(a).

       

      (b)  
        If any
        Grantor fails to perform or comply with any of its agreements contained herein,
        the Administrative Agent, at its option, after prior notice to such Grantor,
        but
        without any obligation so to do, may perform or comply, or otherwise cause
        performance or compliance, with such agreement.

       

      (c)  
        The
        expenses of the Administrative Agent incurred in connection with actions
        undertaken as provided in this Section 8.1, together with interest thereon
        at a
        rate per annum equal to the highest rate per annum at which interest would
        then
        be payable on any category of past due ABR Loans under the Credit Agreement,
        from the date of payment by the Administrative Agent to the date 

       

      
        
          
          

        

        
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        reimbursed
          by the relevant Grantor, shall be payable by such Grantor to the Administrative
          Agent on demand.

      

       

      (d)  
        Each
        Grantor hereby ratifies all that said attorneys shall lawfully do or cause
        to be
        done by virtue hereof. All powers, authorizations and agencies contained
        in this
        Agreement are coupled with an interest and are irrevocable until this Agreement
        is terminated and the security interests created hereby are
        released.

       

      8.2  Duty
        of Administrative Agent.
        The
        Administrative Agent’s sole duty with respect to the custody, safekeeping and
        physical preservation of the Collateral in its possession, under Section
        9-207
        of the Applicable UCC or otherwise, shall be to deal with it in the same
        manner
        as the Administrative Agent deals with similar property for its own account.
        Neither the Administrative Agent, any Lender nor any of their respective
        officers, directors, employees or agents shall be liable for failure to demand,
        collect or realize upon any of the Collateral or for any delay in doing so
        or
        shall be under any obligation to sell or otherwise dispose of any Collateral
        upon the request of any Grantor or any other Person or to take any other
        action
        whatsoever with regard to the Collateral or any part thereof. The powers
        conferred on the Administrative Agent and the Lenders hereunder are solely
        to
        protect the Administrative Agent’s and the Lenders’ interests in the Collateral
        and shall not impose any duty upon the Administrative Agent or any Lender
        to
        exercise any such powers. The Administrative Agent and the Lenders shall
        be
        accountable only for amounts that they actually receive as a result of the
        exercise of such powers, and neither they nor any of their officers, directors,
        employees or agents shall be responsible to any Grantor for any act or failure
        to act hereunder, except for their own gross negligence or willful
        misconduct.

       

      8.3  Financing
        Statements.
        Pursuant to any applicable law, each Grantor authorizes the Administrative
        Agent
        to file or record financing statements and other filing or recording documents
        or instruments with respect to the Collateral without the signature of such
        Grantor in such form and in such offices as the Administrative Agent determines
        appropriate to perfect the security interests of the Administrative Agent
        under
        this Agreement. A photographic or other reproduction of this Agreement shall
        be
        sufficient as a financing statement or other filing or recording document
        or
        instrument for filing or recording in any jurisdiction. The Borrower and
        each
        Guarantor authorizes the Administrative Agent to use the collateral description
        “all personal property” in any such financing statements. Notwithstanding
        anything to the contrary in this Agreement or any other Loan Document, unless
        (a) an Event of Default shall have occurred and be continuing or (b) a
        comparable financing statement has been filed by or on behalf of holders
        of the
        CCO Senior Notes, the expense of preparing and filing any Uniform Commercial
        Code financing statement that is not to be filed with the Secretary of State
        of
        the relevant jurisdiction and the expense of terminating or releasing any
        such
        financing statement pursuant to any release contemplated by Section 10.14
        of the
        Credit Agreement or Section 9.15 hereof shall in each case be borne by the
        Lenders rather than the Loan Parties. Each Grantor or the Borrower, on behalf
        of
        each affected Grantor agrees to promptly notify the Administrative Agent
        if it
        becomes aware that a comparable financing statement as described above has
        been
        filed or if it has been requested to provide information to facilitate such
        a
        filing.

       

      8.4  Authority
        of Administrative Agent.
        Each
        Grantor acknowledges that the rights and responsibilities of the Administrative
        Agent under this Agreement with respect to any action taken by the
        Administrative Agent or the exercise or non-exercise by the Administrative
        Agent
        of any option, voting right, request, judgment or other right or remedy provided
        for herein or resulting or arising out of this Agreement shall, as between
        the
        Administrative Agent and the Lenders, be governed by the Credit Agreement
        and by
        such other agreements with respect thereto as may exist from time to time
        among
        them, but, as between the Administrative Agent and each Grantor, the
        Administrative Agent shall be conclusively presumed to be acting as agent
        for
        the Lenders with full and valid authority so to act or 

       

      
        
          
          

        

        
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        refrain
          from acting, and no Grantor shall be under any obligation, or entitlement,
          to
          make any inquiry respecting such authority.

      

       

      SECTION
        9.   MISCELLANEOUS

       

      9.1  Amendments
        in Writing.
        None of
        the terms or provisions of this Agreement may be waived, amended, supplemented
        or otherwise modified except in accordance with Section 10.1 of the Credit
        Agreement.

       

      9.2  Notices.
        All
        notices, requests and demands to or upon the Administrative Agent or any
        Grantor
        hereunder shall be effected in the manner provided for in Section 10.2 of
        the
        Credit Agreement; provided
        that any
        such notice, request or demand to or upon any Subsidiary Guarantor shall
        be
        addressed to such Guarantor at its notice address set forth on Schedule
        1.

       

      9.3  No
        Waiver by Course of Conduct; Cumulative Remedies.
        Neither
        the Administrative Agent nor any Lender shall by any act (except by a written
        instrument pursuant to Section 9.1), delay, indulgence, omission or otherwise
        be
        deemed to have waived any right or remedy hereunder or to have acquiesced
        in any
        Default or Event of Default. No failure to exercise, nor any delay in
        exercising, on the part of the Administrative Agent or any Lender, any right,
        power or privilege hereunder shall operate as a waiver thereof. No single
        or
        partial exercise of any right, power or privilege hereunder shall preclude
        any
        other or further exercise thereof or the exercise of any other right, power
        or
        privilege. A waiver by the Administrative Agent or any Lender of any right
        or
        remedy hereunder on any one occasion shall not be construed as a bar to any
        right or remedy which the Administrative Agent or such Lender would otherwise
        have on any future occasion. The rights and remedies herein provided are
        cumulative, may be exercised singly or concurrently and are not exclusive
        of any
        other rights or remedies provided by law.

       

      9.4  Enforcement
        Expenses; Indemnification.
        (a)
        Each
        Guarantor agrees to pay or reimburse each Lender and the Administrative Agent
        for all its costs and expenses incurred in collecting against such Guarantor
        under the guarantee contained in Section 2 or otherwise enforcing or preserving
        any rights under this Agreement and the other Loan Documents to which such
        Guarantor is a party, including, without limitation, the fees and disbursements
        of one firm of counsel (together with any special and local counsel) to the
        Administrative Agent to the extent the Borrower would be required to do so
        pursuant to Section 10.5 of the Credit Agreement.

       

      (b)  
        Each
        Grantor agrees to pay, and to save the Administrative Agent and the Lenders
        harmless from, any and all liabilities with respect to, or resulting from
        any
        delay in paying, any and all stamp, excise, sales or other taxes which may
        be
        payable or determined to be payable with respect to any of the Collateral
        to the
        extent the Borrower would be required to do so pursuant to Section 10.5 of
        the
        Credit Agreement.

       

      (c)  
        Each
        Guarantor agrees to pay, and to save the Administrative Agent and the Lenders
        harmless from, any and all 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 to the extent the Borrower
        would be required to do so pursuant to Section 10.5 of the Credit
        Agreement.

       

      (d)  
        The
        agreements in this Section 9.4 shall survive repayment of the Obligations
        and
        all other amounts payable under the Credit Agreement and the other Loan
        Documents.

       

      9.5  Successors
        and Assigns.
        This
        Agreement shall be binding upon the successors and assigns of each Grantor
        and
        Guarantor and shall inure to the benefit of the Administrative Agent
        and

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

         

        the
          Lenders and their successors and assigns; provided
          that no
          Grantor or Guarantor may assign, transfer or delegate any of its rights
          or
          obligations under this Agreement without the prior written consent of the
          Administrative Agent.

      

       

      9.6  Set-Off.
        Each
        Grantor hereby irrevocably authorizes the Administrative Agent and each Lender
        at any time and from time to time while an Event of Default pursuant to Section
        8(a) or 8(g) (in the latter case with respect to the Borrower) of the Credit
        Agreement shall have occurred and be continuing, without notice to such Grantor
        or any other Grantor, any such notice being expressly waived by each Grantor,
        to
        set-off and appropriate and apply 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 the Administrative Agent or such Lender to or for the credit or
        the
        account of such Grantor, or any part thereof in such amounts as the
        Administrative Agent or such Lender may elect, against and on account of
        the
        obligations and liabilities of the Borrower or such Grantor to the
        Administrative Agent or such Lender hereunder and claims of every nature
        and
        description of the Administrative Agent or such Lender against any Grantor,
        in
        any currency, whether arising hereunder, under the Credit Agreement, any
        other
        Loan Document or otherwise, as the Administrative Agent or such Lender may
        elect, whether or not the Administrative Agent or any Lender has made any
        demand
        for payment and although such obligations, liabilities and claims may be
        contingent or unmatured. The Administrative Agent and each Lender shall notify
        such Grantor promptly of any such set-off and the application made by the
        Administrative Agent or such Lender of the proceeds thereof, provided
        that the
        failure to give such notice shall not affect the validity of such set-off
        and
        application. The rights of the Administrative Agent and each Lender under
        this
        Section 9.6 are in addition to other rights and remedies (including, without
        limitation, other rights of set-off) which the Administrative Agent or such
        Lender may have.

       

      9.7  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 by facsimile transmission shall
        be
        effective as delivery of a manually executed counterpart hereof.

       

      9.8  Severability.
        Any
        provision of this Agreement which 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.

       

      9.9  Governmental
        Approvals.
        (a)
        Notwithstanding anything herein to the contrary, this Agreement, the other
        Loan
        Documents and the transactions contemplated hereby and thereby, prior to
        the
        exercise of any rights and remedies provided in this Agreement or the other
        Loan
        Documents, including, without limitation, voting the Pledged Securities or
        a
        foreclosure of the security interest granted under this Agreement, except
        to the
        extent not prohibited by applicable Requirements of Law, (i) do not and will
        not
        constitute, create, or have the effect of constituting or creating, directly
        or
        indirectly, actual or practical ownership of the Borrower or any Subsidiary
        of
        the Borrower by the Administrative Agent or the Lenders, or control, affirmative
        or negative, direct or indirect, by the Administrative Agent or the Lenders
        over
        the management or any other aspect of the operation of the Borrower or any
        Subsidiary of the Borrower, which ownership and control remains exclusively
        and
        at all times in the Borrower and such Subsidiary, and (ii) do not and will
        not
        constitute the transfer, assignment, or disposition in any manner, voluntarily
        or involuntarily, directly or indirectly, of any License at any time issued
        to
        the Borrower or any Subsidiary of the Borrower, or the transfer of control
        of
        the Borrower or 

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

         

        any
          Subsidiary of the Borrower, including, without limitation, within the meaning
          of
          Section 310(d) of the Communications Act of 1934, as amended.

      

       

      (b)  
        Notwithstanding any other provision of this Agreement, any foreclosure on,
        sale,
        transfer or other disposition of, or the exercise of any right to vote or
        consent with respect to, any of the Pledged Securities, as provided herein,
        or
        any other action taken or proposed to be taken by the Administrative Agent
        hereunder which would affect the operational, voting or other control of
        the
        Borrower or any Subsidiary of the Borrower, shall be in accordance with
        applicable Requirements of Law.

       

      (c)  
        Notwithstanding anything to the contrary contained in this Agreement or in
        any
        other Loan Document, the Administrative Agent shall not, without first obtaining
        the approval of the FCC or any other applicable Governmental Authority, take
        any
        action pursuant to this Agreement which would constitute or result in, or
        be
        deemed to constitute or result in, any assignment of a License, including,
        without limitation, any CATV Franchise of the Borrower or any Subsidiary
        of the
        Borrower, or any change of control of the Borrower or any Subsidiary of the
        Borrower, if such assignment or change in control would require, under then
        existing Requirements of Law (including the written rules and regulations
        promulgated by the FCC), the prior approval of the FCC or such other
        Governmental Authority.

       

      (d)  
        If
        counsel to the Administrative Agent reasonably determines that the consent
        of
        the FCC or any other Governmental Authority is required in connection with
        any
        of the actions which may be taken by the Administrative Agent in the exercise
        of
        its rights under this Agreement or any of the other Loan Documents during
        the
        continuance of an Event of Default, then the Borrower, at its sole cost and
        expense, shall use its reasonable best efforts to secure such consent and
        to
        cooperate fully with the Administrative Agent in any action commenced by
        the
        Administrative Agent to secure such consent. Upon the exercise by the
        Administrative Agent of any power, right, privilege or remedy pursuant to
        this
        Agreement during the continuance of an Event of Default which requires any
        consent, approval, recording, qualification or authorization of the FCC or
        any
        other Governmental Authority or instrumentality, the Borrower will promptly
        prepare, execute, deliver and file, or will promptly cause the preparation,
        execution, delivery and filing of, all applications, certificates, instruments
        and other documents and papers that the Administrative Agent reasonably deems
        necessary or advisable to obtain such governmental consent, approval, recording,
        qualification or authorization including, without limitation, the assignor’s or
        transferor’s portion of any application or applications for consent to the
        assignment of license necessary or appropriate under the rules and regulations
        of the FCC or any other Governmental Authority for approval of any sale,
        transfer or assignment to the Administrative Agent or any other Person of
        the
        Pledged Securities. Subject to the provisions of applicable law, if the Borrower
        fails or refuses to execute, or fails or refuses to cause another Person
        to
        execute, such documents, the Administrative Agent, as attorney-in-fact for
        the
        Borrower appointed pursuant to Section 8.1, or the clerk of any court of
        competent jurisdiction, may execute and file the same on behalf of the Borrower.
        In addition to the foregoing, during the continuance of an Event of Default,
        the
        Borrower agrees to take, or cause to be taken, any action which the
        Administrative Agent may reasonably request in order to obtain and enjoy
        the
        full rights and benefits granted to the Lenders or the Administrative Agent
        by
        this Agreement and any other instruments or agreements executed pursuant
        hereto,
        including, without limitation, at the Borrower’s cost and expense, the exercise
        of the Borrower’s best efforts to cooperate in obtaining FCC or other
        governmental approval of any action or transaction contemplated by this
        Agreement or any other instrument or agreement executed pursuant hereto which
        is
        then required by law. 

       

      (e)
        The
        Borrower recognizes that the authorizations, permits and licenses held by
        the
        Borrower or any of its Subsidiaries are unique assets which may have to be
        assigned or transferred in order for the Lenders to realize the value of
        the
        security interests granted to the Administrative Agent. The Borrower further
        recognizes that a violation of the provisions of Section 9.9(d) would result
        in


       

      
        
          
          

        

        
          21

          
            

          

        

        
          
          

        

         

        irreparable
          harm to the Administrative Agent and the Lenders for which monetary damages
          are
          not readily ascertainable. Therefore, in addition to any other remedy which
          may
          be available to the Administrative Agent and Lenders at law or in equity,
          the
          Administrative Agent and the Lenders shall have the remedy of specific
          performance of the provisions of Section 9.9(d). To enforce the provisions
          of
          Section 9.9(d), the Administrative Agent is authorized to request the consent
          or
          approval of the FCC or other Governmental Authority to a voluntary or an
          involuntary assignment or transfer of control of any authorization, permit
          or
          license. In connection with the exercise of its remedies under this Agreement
          or
          under any of the other Loan Documents, the Administrative Agent may obtain
          the
          appointment of a trustee or receiver to assume, upon receipt of all necessary
          judicial, FCC or other Governmental Authority consents or approvals, the
          control
          of any Person, subject to compliance with applicable Requirements of Law.
          Such
          trustee or receiver shall have all rights and powers provided to it by
          law or by
          court order or provided to the Administrative Agent under this
          Agreement.

      

       

      9.10  Section
        Headings.
        The
        Section headings used in this Agreement are for convenience of reference
        only
        and are not to affect the construction hereof or be taken into consideration
        in
        the interpretation hereof.

       

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

       

      9.12  GOVERNING
        LAW.
        SECTION 2 OF THIS AGREEMENT AND SECTION 9 OF THIS AGREEMENT (INSOFAR AS SAID
        SECTION 9 RELATES TO MATTERS COVERED BY SECTION 2), TOGETHER WITH THE RELEVANT
        DEFINED TERMS USED IN SAID SECTIONS, SHALL BE GOVERNED BY, AND CONSTRUED
        AND
        INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK. ALL OTHER
        PROVISIONS OF THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
        IN ACCORDANCE WITH, THE LAW OF THE STATE OF DELAWARE. IF FOR ANY REASON THE
        CHOICE OF GOVERNING LAW OF THE STATE OF DELAWARE AS PROVIDED IN THE PRECEDING
        SENTENCE IS UNENFORCEABLE OR INVALID, ALL PROVISIONS OF THIS AGREEMENT SHALL
        BE
        GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
        THE
        STATE OF NEW YORK AND “APPLICABLE UCC” SHALL BE DEEMED TO REFER TO THE UNIFORM
        COMMERCIAL CODE AS FROM TIME TO TIME IN EFFECT IN THE STATE OF NEW
        YORK.

       

      9.13  Submission
        To Jurisdiction; Waivers.
        Each
        Grantor 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
        non-exclusive general jurisdiction of the courts of the State of New York
        and
        Delaware, the courts of the United States of America for the Southern
        District of New York and the District of Delaware, 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;

       

      
        
          
          

        

        
          22

          
            

          

        

        
          
          

        

      

       

      (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 such Grantor at its address referred
        to in Section 9.2 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.

       

      9.14  Acknowledgments.
        Each
        Grantor hereby acknowledges that:

       

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

       

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

       

      (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 Lenders or among
        the
        Grantors and the Lenders.

       

      9.15  Additional
        Grantors; Release.
        (a)
        Each Subsidiary of the Borrower that is required to become a party to this
        Agreement pursuant to Section 6.9 of the Credit Agreement shall become a
        Grantor
        and Guarantor for all purposes of this Agreement upon execution and delivery
        by
        such Subsidiary of an Assumption Agreement in the form of Annex 1
        hereto.

       

      (b)  At
        such
        time as the Loans, the Reimbursement Obligations and the other Obligations
        (other than Obligations in respect of Specified Hedge Agreements and Specified
        Cash Management Agreements and contingent indemnification obligations not
        yet
        due and payable) shall have been paid in full, the Commitments have been
        terminated and no Letters of Credit shall be outstanding, the Collateral
        shall
        be released from the Liens created hereby, and this Agreement and all
        obligations (other than those expressly stated to survive such termination)
        of
        the Administrative Agent and each Grantor hereunder shall terminate, all
        without
        delivery of any instrument or performance of any act by any party, and all
        rights to the Collateral shall revert to the Grantors. At the request and
        sole
        expense of any Grantor following any such termination, the Administrative
        Agent
        shall deliver to such Grantor any Collateral held by the Administrative Agent
        hereunder, and execute and deliver to such Grantor such documents as such
        Grantor shall reasonably request to evidence such termination.

       

      (c)  If
        any of
        the Collateral shall be sold, transferred or otherwise disposed of by any
        Grantor in a transaction not prohibited by any Loan Document or consented
        to in
        accordance with Section 10.1 of the Credit Agreement, then the Administrative
        Agent, at the request and sole expense of such Grantor, shall promptly execute
        and deliver to such Grantor all releases (which may be effected pursuant
        to a
        Release) or other documents reasonably necessary or desirable for the release
        of
        the Liens created hereby on such Collateral. At the request and sole expense
        of
        the Borrower, a Subsidiary Guarantor shall be released from its obligations
        hereunder in the event that all the Equity Interests of such Subsidiary


       

      
        
          
          

        

        
          23

          
            

          

        

        
          
          

        

         

        Guarantor
          shall be sold, transferred or otherwise disposed of in a transaction not
          prohibited by the Credit Agreement.

      

       

      9.16  WAIVER
        OF JURY TRIAL.EACH
        GRANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY
        LEGAL
        ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
        AND
        FOR ANY COUNTERCLAIM THEREIN.

       


      
        
          
          

          
          

        

        
          24

          
            

          

        

        
          
          

          
          

        

      



      IN
        WITNESS WHEREOF, each of the undersigned has caused this Guarantee and
        Collateral Agreement to be duly executed and delivered as of the date first
        above written.

       

      


       

      CHARTER
        COMMUNICATIONS OPERATING, LLC

       

      By:
        /s/
        Eloise Schmitz   

      Name:
        Eloise
        Schmitz

      Title:
        Senior Vice President - Strategic Planning

       

      CCO
        HOLDINGS, LLC

       

      By:
        /s/
        Eloise Schmitz   

      Name:
        Eloise Schmitz

      Title:
        Senior Vice President - Strategic Planning

       

      THE
        SUBSIDIARY GUARANTORS LISTED

      ON
        SCHEDULE 6 HEREOF

       

      By:
        /s/
        Eloise Schmitz   

      Name:
        Eloise Schmitz

      Title:
        Senior Vice President - Strategic Planning

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      Schedule
        1

       

      NOTICE
        ADDRESSES OF GUARANTORS

       

      c/o
        Charter Communications Holdings, LLC

      12405
        Powerscourt Drive

      St.
        Louis, Missouri 63131

      Attention:
        Senior Vice President - Strategic Planning

      Telecopy:
        (314) 965-6492

      Telephone:
        (314) 543-2474

      Email:
        eloise.schmitz@chartercom.com

       

      and

       

      Attention:
        General Counsel

      Telecopy:
        (314) 965-8793

      Telephone:
        (314) 543-2308

      Email:
        grier.raclin@chartercom.com

       

      with
        a
        copy to:

       

      Gibson,
        Dunn & Crutcher LLP

      200
        Park
        Avenue

      New
        York,
        NY 10166-0193

      Attention:
        Joerg H. Esdorn

      Telecopy:
        (212) 351-5276

      Telephone:
        (212) 351-3851

      Email:
        jesdorn@gibsondunn.com

       

      


       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      Schedule
        2

       

      DESCRIPTION
        OF PLEDGED SECURITIES

       

      Pledged
        LLC Interests:

       

      
        	
                Name
                  of Limited Liability Company

                 

              	
                Type
                  of Interest

                 

              	
                Percentage
                  of Interest Pledged

                 

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      


       

      Pledged
        Partnership Interests:

       

      
        	
                Name
                  of Partnership

                 

              	
                Type
                  of Interest

                 

              	
                Percentage
                  of Interest Pledged

                 

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      


       

      Pledged
        Stock of Corporations:

       

      
        	
                Issuer

                 

              	
                Class
                  of Stock

                 

              	
                Stock
                  Certificate No.

                 

              	
                Percentage
                  of Shares Pledged

                 

              
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 


      

      


       

      Pledged
        Notes:

       

      
        	
                Issuer

                 

              	
                Payee

                 

              	
                Principal
                  Amount

                 

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 


      

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        3

       

      FILINGS
        AND OTHER ACTIONS

      REQUIRED
        TO PERFECT SECURITY INTERESTS

       

      


       

      Uniform
        Commercial Code Filings

       

      [List
        each office where a financing statement is to be filed]

       

      Patent
        and Trademark Filings

       

      [List
        all
        filings]

       

      Actions
        with respect to Pledged Securities

       

      [Describe
        actions to be taken]

       

      Other
        Actions

       

      [Describe
        other actions to be taken]

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        4

       

      LOCATION
        OF JURISDICTION OF ORGANIZATION

       

      
        	 	 
	
                Grantor

              	
                Jurisdiction
                  of Organization

              


      

      


       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      Schedule
        5

       

       

      PATENTS
        AND PATENT LICENSES

       

       

      [List
        Patents and Patent Licenses]

       

       

      TRADEMARKS
        AND TRADEMARK LICENSES

       

       

      [List
        Trademarks and Trademark Licenses]

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       


      ACKNOWLEDGMENT
        AND CONSENT

       

      The
        undersigned hereby acknowledges receipt of a copy of the Guarantee and
        Collateral Agreement, dated as of March 18, 1999, as amended and restated
        as of
        March 6, 2007 (as the same may be further amended, amended and restated,
        supplemented or otherwise modified from time to time, the “Agreement”),
        made
        by the Grantors parties thereto for the benefit of JPMorgan Chase Bank, N.A.,
        as
        Administrative Agent. The undersigned agrees for the benefit of the
        Administrative Agent and the Lenders as follows:

       

      1.  
        The
        undersigned will be bound by the terms of the Agreement and will comply with
        such terms insofar as such terms are applicable to the undersigned.

       

      2.  
        The
        undersigned will notify the Administrative Agent promptly in writing of the
        occurrence of any of the events described in Section 6.5(a) of the
        Agreement.

       

      3.  
        The
        terms of Sections 7.1(c) and 7.5 of the Agreement shall apply to it,
mutatis mutandis,
        with
        respect to all actions that may be required of it pursuant to Section 7.1(c)
        or
        7.5 of the Agreement.

       

      [NAME
        OF
        ISSUER] 

       

      


       

      By_______________________________________

      Name:

      Title:

       

       

      Address
        for Notices: ________________________

       

      _________________________________________

       

      _________________________________________

       

      


       

      Fax:

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


       


      Annex
        1
        to the

      Guarantee
        and Collateral Agreement

       

      ASSUMPTION
        AGREEMENT, dated as of ________________, ____, made by
        ______________________________, a ______________ (the “Additional
        Grantor”),
        in
        favor of JPMorgan Chase Bank, N.A., as Administrative Agent (in such capacity,
        the “Administrative
        Agent”)
        for
        the banks and other financial institutions or entities (the “Lenders”)
        parties to the Credit Agreement referred to below. All capitalized terms
        not
        defined herein shall have the meaning ascribed to them in such Credit
        Agreement.

       

      W I T N E S S E T H
        :

       

      WHEREAS,
        Charter Communications Operating, LLC (the “Borrower”),
        certain Affiliates of the Borrower, the Lenders, the Administrative Agent
        and
        the other Agents named therein have entered into a Credit Agreement, dated
        as of
        March 18, 1999, as amended and restated as of March 6, 2007 (as further amended,
        supplemented, restated or otherwise modified from time to time, the
“Credit
        Agreement”);

       

      WHEREAS,
        in connection with the Credit Agreement, the Borrower and certain of its
        Affiliates (other than the Additional Grantor) have entered into the Guarantee
        and Collateral Agreement, dated as of March 18, 1999, as amended and restated
        as
        of April 28, 2006 (as further amended, supplemented, restated or otherwise
        modified from time to time, the “Guarantee
        and Collateral Agreement”),
        in
        favor of the Administrative Agent for the benefit of the Lenders; 

       

      WHEREAS,
        the Credit Agreement requires the Additional Grantor to become a party to
        the
        Guarantee and Collateral Agreement; and 

       

      WHEREAS,
        the Additional Grantor has agreed to execute and deliver this Assumption
        Agreement in order to become a party to the Guarantee and Collateral Agreement;
        

       

      NOW,
        THEREFORE, IT IS AGREED:

       

      By
        executing and delivering this Assumption Agreement, the Additional Grantor,
        as
        provided in Section 9.15 of the Guarantee and Collateral Agreement, hereby
        becomes a party to the Guarantee and Collateral Agreement as a Grantor and
        Guarantor thereunder with the same force and effect as if originally named
        therein as a Grantor and Guarantor and, without limiting the generality of
        the
        foregoing, hereby expressly assumes all obligations and liabilities of a
        Grantor
        and Guarantor thereunder. The information set forth in Annex 1-A hereto is
        hereby added to the information set forth in the Schedules to the Guarantee
        and
        Collateral Agreement. The Additional Grantor hereby represents and warrants
        that
        each of the representations and warranties contained in Section 5 of the
        Guarantee and Collateral Agreement is true and correct on and as the date
        hereof
        (after giving effect to this Assumption Agreement) 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).

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the undersigned has caused this Assumption Agreement to
        be duly
        executed and delivered as of the date first above written.

       

      [ADDITIONAL
        GRANTOR]

       

      


       

      By:___________________________

      Name:

      Title: 

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      


       


      Annex
        1-A
        to the

      Assumption
        Agreement

       

      Supplement
        to Schedule 1

       

      Supplement
        to Schedule 2

       

      Supplement
        to Schedule 3

       

      Supplement
        to Schedule 4

       

      Supplement
        to Schedule 5