Exhibit 10.1


 


Execution Version


 


AMENDMENT
NO. 2, dated as of May 26, 2022 (this “Amendment”), to the Amended and Restated Credit Agreement, dated
as of March 18, 1999, as amended and restated on April 26, 2019 and as amended by Amendment No. 1 on October 24, 2019
(the “Credit Agreement”), by and among CHARTER COMMUNICATIONS OPERATING, LLC, a Delaware limited liability company
(“Borrower”), CCO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the LENDERS
and ISSUING LENDERS party thereto and BANK OF AMERICA, N.A., as administrative agent (the “Administrative Agent”).
Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Credit Agreement, as amended by this
Amendment, as the context requires.


 


WHEREAS,
the Borrower wishes to convert all of its Term A-4 Loans to Term A-5 Loans, borrow additional amounts of Term A-5 Loans, create
and borrow a new tranche of Term A-6 Loans, repay all Revolving Loans outstanding under the Credit Agreement immediately prior to the
Amendment No. 2 Effective Date (as defined below), terminate the Revolving Commitments under the Credit Agreement immediately prior
to the Amendment No. 2 Effective Date, establish a new Class of “Revolving B Commitments” and make certain other
amendments to the Credit Agreement;


 


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


 


WHEREAS, each Lender listed
on Schedule I hereto has agreed to provide a Revolving B Commitment, Term A-5 Additional Commitment and/or Term A-6 Commitment,
as applicable, in the respective amounts set forth opposite such Lender’s name on Schedule I;


 


WHEREAS, the aggregate principal
amount of Term A-5 Loans of each Term A-5 Lender on the Amendment No. 2 Effective Date, immediately after giving effect to this Amendment
No. 2, is set forth on Schedule II;


 


WHEREAS, each Lender with an
outstanding Term A-4 Loan that has so indicated on its counterpart to this Amendment has agreed to convert such Term A-4 Loan to a Term
A-5 Loan on the Amendment No. 2 Effective Date; and


 


WHEREAS, after giving effect
to the new Revolving B Commitments, the making of the new Term A-5 Loans, the making of the new Term A-6 Loans, and the conversion of
the Converted Second Amendment Term A Loans on the Amendment No. 2 Effective Date, the aggregate principal amount of Term A-2 Loans
outstanding shall be $0, the aggregate principal amount of Term A-4 Loans outstanding shall be $0, the aggregate principal amount of Term
A-5 Loans outstanding shall be $6,050,000,000, the aggregate principal amount of Term A-6 Loans outstanding shall be $500,000,000, the
aggregate principal amount of Term B-1 Loans outstanding shall be $2,363,573,226.46, the aggregate principal amount of Term B-2 Loans
outstanding shall be $3,718,249,936.84 and the aggregate amount of Revolving B Commitments shall be $5,500,000,000.


 


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


 






     


     


    

 


SECTION 1.
Amendment of the Credit Agreement.


 


(a)            The
Credit Agreement is, effective as of the Amendment No. 2 Effective Date, hereby amended to delete the stricken text (indicated textually
in the same manner as the following example: stricken text) and to add the double-underlined
text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto. Additionally,
on the Amendment No. 2 Effective Date, the Revolving B Commitments, Term A-5 Additional Commitments and Term A-6 Commitments of
each Lender shall be as set forth on Schedule I hereto. For the avoidance of doubt, the aggregate principal amount of Term A-5
Loans of each Term A-5 Lender on the Amendment No. 2 Effective Date, immediately after giving effect to this Amendment No. 2,
is set forth on Schedule II.


 


(b)            The
Exhibits to the Credit Agreement are, effective as of the Amendment No. 2 Effective Date, hereby amended and restated in their entirety
as set forth on Exhibit B attached hereto.


 


(c)            Schedule
10.2 to the Credit Agreement is, effective as of the Amendment No. 2 Effective Date, hereby amended with respect to the notice information
of the Administrative Agent as set forth on Exhibit C attached hereto.


 


(d)            For
the avoidance of doubt, it is understood and agreed that the Revolving Commitments under the Credit Agreement as in effect immediately
prior to the Amendment No. 2 Effective Date shall be deemed to be terminated in full upon the effectiveness of this Amendment and
the repayment of all Revolving Loans outstanding immediately prior to the Amendment No. 2 Effective Date, in each case, on the Amendment
No. 2 Effective Date.


 


SECTION 2.
Amendment of the Guaranty and Collateral Agreement. The Amended and Restated Guaranty and Collateral Agreement,
dated as of March 18, 1999 and as amended and restated on May 18, 2016 (as otherwise amended, supplemented or modified prior
to the date hereof, the “Guaranty and Collateral Agreement”), by and among Holdings, Borrower, certain of its subsidiaries
and the Administrative Agent, is, effective as of the Amendment No. 2 Effective Date, hereby amended to delete the stricken text
(indicated textually in the same manner as the following example: stricken text) and
to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Guaranty and Collateral Agreement attached as Exhibit D hereto.


 


SECTION 3. Effectiveness.
This Amendment shall become effective on the date (such date and time of effectiveness, the “Amendment No. 2 Effective Date”)
that each of the conditions precedent set forth below shall have been satisfied:


 


(a)            The
Administrative Agent shall have received executed counterparts hereof from each of the Loan Parties, Lenders constituting the Required
Lenders, each Converting Second Amendment Term A Lender, each Lender listed on Schedule I hereto as having a Term A-5 Additional Commitment,
a Term A-6 Commitment and a Revolving B Commitment, as applicable, each Issuing Lender and the Swingline Lender;


  


(b)            On
the Amendment No. 2 Effective Date, the Administrative Agent shall have received the legal opinion of Kirkland & Ellis LLP,
counsel to the Loan Parties, which opinion shall be in form and substance reasonably satisfactory to the Administrative Agent;


 






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(c)            The
Administrative Agent shall have received completed Notices of Borrowing for the Term A-5 Loans and Term A-6 Loans;


 


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


 


(e)            The
Administrative Agent shall have received from the Borrower upfront fees for the account of each Lender equal to (i) in the case of
each Lender that is not a Term A-4 Lender or a Revolving Lender immediately prior to the Amendment No. 2 Effective Date, 0.20% of
the sum of (A) the aggregate principal amount of the Revolving B Commitment of such Revolving Lender actually made available to the
Borrower and (B) the aggregate principal amount of Term A-5 Loans funded by such Lender, in each case, on the Amendment No. 2
Effective Date, and (ii) in the case of each Lender that is a Revolving Lender and/or a Term A-4 Lender immediately prior to the
Amendment No. 2 Effective Date, the sum of (A) 0.08% of the sum of (x) the aggregate principal amount of the Revolving
B Commitment of such Lender actually made available to the Borrower and (y) the aggregate principal amount of Term A-5 Loans funded
by such Lender, in each case, on the Amendment No. 2 Effective Date, in an aggregate principal amount up to the sum of (1) such
Lender’s Revolving B Commitment and (2) such Lender’s Term A-4 Loans, in each case, in effect immediately prior to the
Amendment No. 2 Effective Date, and (B) 0.20% of the amount, if any, by which the sum of (x) the aggregate principal amount
of the Revolving B Commitment of such Lender actually made available to the Borrower and (y) the aggregate principal amount of Term
A-5 Loans funded by such Lender, in each case, on the Amendment No. 2 Effective Date, exceeds the sum of (1) such Lender’s
Revolving B Commitment and (2) such Lender’s Term A-4 Loans, in each case, in effect immediately prior to the Amendment No. 2
Effective Date;


 


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


 


(g)            The
Borrower shall have (i) repaid, or concurrently herewith shall repay, all Term A-2 Loans, Term A-4 Loans that are not Converted Second
Amendment Term A Loans and all Revolving Loans that are outstanding under the Credit Agreement as in effect immediately prior to the Amendment
No. 2 Effective Date, together with all accrued and unpaid interest on such Loans up to but excluding the Amendment No. 2 Effective
Date, and (ii) shall have terminated, or concurrently herewith shall terminate, all Revolving Commitments in effect under the Credit
Agreement immediately prior to the Amendment No. 2 Effective Date.


 






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(h)            The
Borrower shall have paid, or concurrently herewith shall pay, to the Administrative Agent for the benefit of the Term A-6 Lender, all
fees required to be paid to the Term A-6 Lenders pursuant to that certain Fee Letter, dated as of the date hereof, among the Borrower
and CoBank, ACB; and


  


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


 


SECTION 4.
Representations and Warranties. In order to induce the Lenders and the Administrative Agent to enter into this Amendment,
the Borrower represents and warrants to each of the Lenders and the Administrative Agent that, after giving effect to this Amendment,
and both before and after giving effect to the transactions contemplated by this Amendment:


 


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


 


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


 


SECTION 5. Reference
to and Effect on the Loan Documents. On and after the Amendment No. 2 Effective Date, each reference in the Credit Agreement
to “this Agreement,” “hereunder,” “hereof” or words of like import referring to the Credit Agreement
and each reference in the Notes and each of the other Loan Documents to “the Credit Agreement,” “thereunder,”
 “thereof” or words of like import referring to the Credit Agreement shall mean and be a reference to the Credit Agreement,
as amended by this Amendment. The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are
and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. On and after the effectiveness
of this Amendment, this Amendment shall for all purposes constitute a Loan Document. The execution, delivery and effectiveness of this
Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent
under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Each of the Loan Parties hereby
consents to the Amendment and reaffirms its obligations under the Loan Documents to which it is party and its prior grant and the validity,
enforceability and perfection of the Liens granted by it pursuant to the Loan Documents with all such Liens continuing in full force and
effect after giving effect to the Amendment. This Amendment shall not constitute a novation of the Credit Agreement or any other Loan
Document.


 


SECTION 6. Applicable
Law; Waiver of Jury Trial.


 


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


 






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


 


SECTION 7.
Headings. The Section headings used herein are for convenience of reference only, are not part of this Amendment and
are not to affect the construction of, or to be taken into consideration in interpreting, this Amendment.


 


SECTION 8.
Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto on separate counterparts,
each of which when so executed and delivered shall be deemed to be an original, but all of which when taken together shall constitute
a single instrument. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or any other electronic
transmission shall be effective as delivery of an original executed counterpart hereof. The provisions of Section 10.17 of the Credit
Agreement are incorporated herein, mutatis mutandis.


 


SECTION 9.
Tax Matters. The parties agree that all of the Term A-5 Loans (whether issued for cash or upon conversion of Term A-4 Loans)
will be treated as one fungible tranche for U.S. federal income tax purposes.


 


SECTION 10.
Waiver. Subject to the occurrence of the Amendment No. 2 Effective Date, each Lender party to this Amendment agrees to waive
(i) the payment to such Lender of any breakage costs pursuant to Section 2.18 of the Credit Agreement in connection with the
prepayment of any Loans on the Amendment No. 2 Effective Date, (ii) solely in connection with the transactions contemplated
by this Amendment, the delivery by the Borrower of a notice pursuant to Section 2.7(a) of the Credit Agreement relating to the
termination of the Revolving B Commitments outstanding immediately prior to the Amendment No. 2 Effective Date and (iii) solely
in connection with the transactions contemplated by this Amendment, the delivery by the Borrower of a notice pursuant to Section 2.8(a) of
the Credit Agreement relating to the prepayment of each of the Term A-2 Loans and the Term A-4 Loans, each outstanding on the Amendment
No. 2 Effective Date.


 


[Signature pages to follow]


 






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


 





	 	CHARTER COMMUNICATIONS OPERATING, LLC, as Borrower
	 	 
	 	 
	 	By:	/s/ Scott A. Schwartz 
	 	 	Name: 	Scott A. Schwartz 
	 	 	Title:	Group Vice President, Corporate Finance and Treasurer


 


	 	CCO HOLDINGS, LLC, as Holdings
	 	 
	 	 
	 	By:	/s/ Scott A. Schwartz 
	 	 	Name: 	Scott A. Schwartz 
	 	 	Title: 	Group Vice President, Corporate Finance and Treasurer


 


	 	THE SUBSIDIARY GUARANTORS LISTED ON SCHEDULE A HERETO
	 	 
	 	 
	 	By: 	/s/ Scott A. Schwartz 
	 	 	Name: 	Scott A. Schwartz 
	 	 	Title:	Group Vice President, Corporate Finance and Treasurer


 


[Amendment
No. 2 to Charter Communications Credit Agreement]


 






    


     


    

 


	 	BANK OF AMERICA, N.A, as Administrative Agent
	 	 
	 	 
	 	By:	 /s/ Don B. Pinzon 
	 	 	Name:	Don B. Pinzon 
	 	 	Title: 	Vice President


 


	 	BANK OF AMERICA, N.A, as Swingline Lender and an Issuing Lender
	 	 
	 	 
	 	By: 	/s/ Arti Dighe 
	 	 	Name: 	Arti Dighe 
	 	 	Title: 	Director


  


	 	JPMORGAN CHASE BANK, N.A, as an Issuing Lender
	 	 
	 	 
	 	By: 	/s/ Inderjeet Aneja 
	 	 	Name: 	Inderjeet Aneja 
	 	 	Title: 	Executive Director


 


[Amendment
No. 2 to Charter Communications Credit Agreement]






    


     


    

 


[Lender’s Signature Pages on File
with Charter]


 


 


 


[Amendment
No. 2 to Charter Communications Credit Agreement]


 






    


     


    

 


Schedule A


 


Subsidiary Guarantors


 



	1.	Bresnan Broadband Holdings, LLC  
	2.	CCO NR Holdings, LLC 
	3.	Charter Advanced Services (MO), LLC 
	4.	Charter Communications VI, L.L.C. 
	5.	Charter Communications, LLC 
	6.	Charter Communications Operating Capital Corp.
	7.	Charter Distribution, LLC 
	8.	Charter Leasing Holding Company, LLC 
	9.	Charter Procurement Leasing, LLC  
	10.	DukeNet Communications, LLC 
	11.	Marcus Cable Associates, L.L.C. 
	12.	Spectrum Advanced Services, LLC 
	13.	Spectrum Gulf Coast, LLC  
	14.	Spectrum Mid-America, LLC  
	15.	Spectrum Mobile, LLC 
	16.	Spectrum Mobile Equipment, LLC 
	17.	Spectrum New York Metro, LLC 
	18.	Spectrum NLP, LLC 
	19.	Spectrum Northeast, LLC 
	20.	Spectrum Oceanic, LLC  
	21.	Spectrum Originals, LLC 
	22.	Spectrum Originals Development, LLC 
	23.	Spectrum Pacific West, LLC  
	24.	Spectrum Reach, LLC 
	25.	Spectrum RSN, LLC 
	26.	Spectrum Security, LLC 
	27.	Spectrum Southeast, LLC  
	28.	Spectrum Sunshine State, LLC  
	29.	Spectrum TV Essentials, LLC 
	30.	Spectrum Wireless Holdings, LLC 
	31.	TC Technology LLC 
	32.	Time Warner Cable Enterprises LLC 
	33.	Time Warner Cable, LLC 
	34.	TWC Administration LLC 
	35.	TWC Communications, LLC 
	36.	TWC SEE Holdco LLC



 






    


     


    

 


Exhibit A


 


Credit Agreement


 


[See attached.]


 






    


     


    

 




 



 


	
	EXHIBIT A
Deal CUSIP: 16117LBP3
Revolving A Commitments CUSIP: 16117LBQ1
Revolving B Commitments CUSIP: 16117LBT5
Term A-25 Loan CUSIP: 16117LBR9LBY4
Term A-46 Loan CUSIP: 16117LBV0LBZ1
Term B-1 Loan CUSIP: 16117LBW8
Term B-2 Loan CUSIP: 16117LBX6
AMENDED AND RESTATED CREDIT AGREEMENT
CHARTER COMMUNICATIONS OPERATING, LLC,
as Borrower,
CCO HOLDINGS, LLC,
BANK OF AMERICA, N.A.,
as Administrative Agent,
BANK OF AMERICA, N.A., CITIGROUP GLOBAL MARKETS INC., CREDIT SUISSE SECURITIES (USA)
LLCCITIBANK, N.A., DEUTSCHE BANK SECURITIES INC., GOLDMAN SACHS BANK USA, JPMORGAN
CHASE BANK, N.A., MIZUHO BANK, LTD., MUFG BANK, LTD., RBC CAPITAL MARKETS, TD
SECURITIES (USA) LLC AND
WELLS FARGO SECURITIES, LLC,as Syndication Agents and Documentation Agents and
MORGAN STANLEY SENIOR FUNDING, INC.,
as Joint Lead Arrangers and Joint Bookrunners for Amendment No. 1,2,
BARCLAYS BANK OF  AMERICA,  N.A.,  CITIGROUP  GLOBAL  MARKETS  INCPLC,  BNP  PARIBAS
SECURITIES  CORP.,  CREDIT  SUISSE  SECURITIES  (USA)  LLC,  DEUTSCHE  BANK  SECURITIES  INC.,
GOLDMAN SACHS BANK USA, JPMORGAN CHASE BANK, N.A., MIZUHO BANK, LTD., MUFG BANK,
LTD., RBC CAPITAL MARKETS, TD SECURITIES (USA) LLC and
WELLS FARGO SECURITIES, LLC,
as Joint Lead Arrangers and Joint Bookrunners for Amendment No. 1, 2,
and
COBANK, ACB,
as Lead Arranger and Bookrunner with respect to the Term A-6 Loans
Dated as of March 18, 1999,
as Amended and Restated as of April 26, 2019 and2019,
as amended by Amendment No. 1 on October 24, 2019 and
as amended by Amendment No. 2 on May 26, 2022





	
	TABLE OF CONTENTS
Page
SECTION 1 DEFINITIONS 1
1.1. Defined Terms 1
1.2. Other Definitional Provisions; Pro Forma Calculations 3634
1.3. Divisions 3836
1.4. Interest Rates 36
SECTION 2 AMOUNT AND TERMS OF COMMITMENTS 3837
2.1. Loans and Commitments 3837
2.2. Procedure for Borrowing 4442
2.3. Repayment of Loans 4443
2.4. Swingline Commitment 4644
2.5. Procedure for Swingline Borrowing; Refunding of Swingline Loans 4745
2.6. Fees, Etc 48. 46
2.7. Termination or Reduction of Commitments. 49 47
2.8. Optional Prepayments 4947
2.9. Mandatory Prepayments 52[Reserved] 50
2.10. Conversion and Continuation Options 5350
2.11. Limitations on Eurodollar Rate/SOFR Tranches 5451
2.12. Interest Rates and Payment Dates 5451
2.13. Computation of Interest and Fees 5451
2.14. Inability to Determine Interest Rate 5552
2.15. Pro Rata Treatment and Payments. 56 55
2.16. Requirements of Law 57
2.17. Taxes 5958
2.18. Indemnity 61
2.19. Change of Lending Office 6261
2.20. Replacement of Lenders 6261
2.21. Defaulting Lenders 6362
2.22. Obligations of Lenders Several 6564
2.23. Permitted Debt Exchanges 6564
SECTION 3 LETTERS OF CREDIT 6866
3.1. L/C Commitment 6866
3.2. Procedure for Issuance of Letter of Credit 6967
3.3. Fees and Other Charges 6968
3.4. L/C Participations 6968
3.5. Reimbursement Obligation of the Borrower 7069
3.6. Obligations Absolute 7169
3.7. Letter of Credit Payments 7170
3.8. Cash Collateral 7170
3.9. Applications 7271
3.10. Applicability of ISP and UCP 7271
SECTION 4 REPRESENTATIONS AND WARRANTIES 7371
4.1. Financial Condition 7371
4.2. No Change 7371
-  i-





	
	4.3. Existence; Compliance with Law 7371
4.4. Power; Authorization; Enforceable Obligations 7372
4.5. No Legal Bar 7472
4.6. Litigation 7472
4.7. No Default 74[Reserved] 72
4.8. Ownership of Property; Liens 7472
4.9. Intellectual Property 74[Reserved] 72
4.10. Taxes 7472
4.11. Federal Regulations 7473
4.12. Labor Matters 75[Reserved] 73
4.13. ERISA 75[Reserved] 73
4.14. Investment Company Act 7573
4.15. Subsidiaries 7573
4.16. Use of Proceeds 7573
4.17. Environmental Matters 75[Reserved] 73
4.18. Certain Cable Television Matters 76[Reserved] 73
4.19. Accuracy of Information, Etc 77. 73
4.20. Security Interests 7773
4.21. Solvency 7774
SECTION 5 CONDITIONS PRECEDENT 7874
5.1. Conditions to Restatement Effective Date 7874
5.2. Conditions to Each Extension of Credit 7874
SECTION 6 AFFIRMATIVE COVENANTS 7874
6.1. Financial Statements 7874
6.2. Certificates; Other Information 8076
6.3. Payment of Obligations 80Taxes 77
6.4. Maintenance of Existence; Compliance 8077
6.5. Maintenance of Property; Insurance 8177
6.6. Inspection of Property; Books and Records; Discussions 81 77
6.7. Notices 8177
6.8. Environmental Laws. 82[Reserved] 77
6.9. Additional Collateral 82; Additional Guarantors 77
6.10. Regulated Subsidiaries 83[Reserved] 78
6.11. CoBank Equity and Security 78
SECTION 7 NEGATIVE COVENANTS 8379
7.1. Financial Condition Covenants 8379
7.2. Indebtedness 83[Reserved] 79
7.3. Liens 8580
7.4. Fundamental Changes 8782
7.5. Disposition of Property 87
7.6. Restricted Payments 89
7.7. Investments 91
7.8. Certain Payments and Modifications Relating to Indebtedness and Management Fees 94
7.9. Transactions with Affiliates 94
7.10. Sales and Leasebacks 95
7.11. [Reserved]. 95
7.12. Negative Pledge Clauses 95
7.13. Clauses Restricting Subsidiary Distributions 96
- ii-





	
	7.14. Lines of Business 96
7.15. Investments in the Borrower 97
SECTION 8 EVENTS OF DEFAULT 9783
8.1. Events of Default 9783
8.2. Application of Funds 10186
8.3. Right to Cure Generally 86
8.4. Expired Defaults 87
SECTION 9 THE AGENTS 10187
9.1. Appointment 10187
9.2. Delegation of Duties 10288
9.3. Exculpatory Provisions 10288
9.4. Reliance by Administrative Agent 10389
9.5. Notice of Default 10389
9.6. Certain Representations and Agreements by Lenders 10489
9.7. Indemnification 10591
9.8. Agent in Its Individual Capacity 10591
9.9. Successor Administrative Agent 10691
9.10. Agents 10692
9.11. Collateral and Guaranty Matters 10692
9.12. Non-Facility Letters of Credit, Specified Cash Management Agreements and
Specified Hedge Agreements 10792
9.13. Recovery of Erroneous Payments 92
SECTION 10 MISCELLANEOUS 10793
10.1. Amendments and Waivers 10793
10.2. Notices 10894
10.3. No Waiver; Cumulative Remedies 11096
10.4. Survival of Representations and Warranties 11096
10.5. Payment of Expenses and Taxes 110; Indemnification 96
10.6. Successors and Assigns; Participations and Assignments 11197
10.7. Adjustments; Setoff 115102
10.8. Counterparts 116102
10.9. Severability 116102
10.10. Integration 116103
10.11. GOVERNING LAW 116103
10.12. Submission to Jurisdiction; Waivers 116103
10.13. Acknowledgments 117103
10.14. Release of Guarantees and Liens 117104
10.15. Confidentiality 118104
10.16. WAIVERS OF JURY TRIAL 119105
10.17. Electronic Execution of Assignments and Certain Other Documents 119105
10.18. USA Patriot Act 119; Beneficial Ownership Regulation 105
10.19. EU Bail-In Provisions 119Affected Financial Institutions 106
10.20. Intercreditor Agreements 120106
10.21. Acknowledgement Regarding Any Supported QFCs 120106
10.22. Lender Action 107
10.23. Interest Rate Limitation 107
SCHEDULES:
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	4.15 Subsidiaries
4.20(a) UCC Filing Jurisdictions
10.2 Notices for Administrative Agent, Swingline Lender and Issuing Lenders
EXHIBITS:
A Form of Assignment and Assumption
B Form of Compliance Certificate
C Form of United States Tax Compliance Certificate
D Form of Specified Subordinated Note
D [Reserved]
E Form of Notice of Borrowing
F Form of Release
- iv-





	
	AMENDED  AND  RESTATED  CREDIT  AGREEMENT,  dated  as  of  March  18,  1999,  as
amended and restated as of April 26, 2019 and2019, as amended by Amendment No. 1 as of October 24,
2019, and  as  amended  by  Amendment  No.  2  as  of  May  26,  2022 among  CHARTER
COMMUNICATIONS  OPERATING,  LLC,  a  Delaware  limited  liability  company  (the  “Borrower”),
CCO HOLDINGS, LLC, a Delaware limited liability company (“Holdings”), the several banks and other
financial institutions or entities from time to time parties to this Agreement (the “Lenders”) and BANK
OF  AMERICA,  N.A.,  as  Administrative  Agent  (in  such  capacity,  together  with  any  successor,  the
 “Administrative Agent”).
W I T N E S S E T H :
WHEREAS, the Borrower and Holdings are parties to that certain Amended and Restated Credit
Agreement, dated as of March 18, 1999, as amended and restated as of December 21, 2017April 26, 2019
and  as  amended  by  Amendment  No.  1,  dated  as  of JanuaryOctober  24,  2019, with the Administrative
Agent, the issuing lenders party thereto and the lenders party thereto (the “Existing Credit Agreement”),
and
WHEREAS, the parties hereto have agreed to amend and restate the Existing Credit Agreement
as  provided  in  this  Agreement,  which  Agreement  shall  become  effective  upon  the  satisfaction  of  the
conditions precedent set forth in the Restatement Agreement; and
WHEREAS, it is the intent of the parties hereto that this Agreement not constitute a novation of
the obligations and liabilities existing under the Existing Credit Agreement or evidence repayment of any
of such obligations and liabilities and that this Agreement amend and restate in its entirety the Existing
Credit Agreement and re-evidence the obligations of the Borrower outstanding thereunder;
NOW,  THEREFORE,  in  consideration  of  the  above  premises,  the  parties  hereto  hereby  agree
that  on  the  Restatement  Effective  Date  (as  defined  below),  the  Existing  Credit  Agreement  shall  be
amended and restated in its entirety as follows:
SECTION 1 DEFINITIONS
1.1. Defined Terms.  As used in this Agreement, the terms listed in this Section 1.1 shall have
the respective meanings set forth in this Section 1.1.
 “ABR”:  for any day, a rate per annum (rounded upwards, if necessary, to the next 1/100th of
1%) equal to the greater of (a) the Prime Rate in effect on such day and (b) the Federal Funds Effective
Rate in effect on such day plus 1⁄2 of 1%.  Any change in the ABR due to a change in the Prime Rate or
the Federal Funds Effective Rate shall be effective as of the opening of business on the effective day of
such change in the Prime Rate or the Federal Funds Effective Rate, respectively.
 “ABR Loans”:  Loans the rate of interest applicable to which is based upon the ABR.
 “Acceptable Price”:  as defined in Section 2.8(b)(iii).
 “Acceptance Date”:  as defined in Section 2.8(b)(iii).
 “Acquisition Agreement”:  means that certain Agreement and Plan of Mergers, dated as of May
23, 2015, among Charter Communications, Inc., Time Warner Cable Inc., CCH I, LLC, Nina Corporation
I, Inc., Nina Company II, LLC and Nina Company III, LLC.





	
	“Acquisition Transactions”:  means the transactions contemplated by the Acquisition Agreement.
 “Administrative Agent”:  as defined in the preamble hereto.
 “Affected Financial Institution” means (a) any EEA Financial Institution or (b) any UK Financial
Institution.
 “Affiliate”:   as  to  any Person,  any  other  Person  that,  directly  or  indirectly,  is  in  control  of, is
controlled by, or is under common control with, such Person.  For purposes of this definition, “control”
of a Person means the power, directly or indirectly, to direct or cause the direction of the management
and policies of such Person, whether by contract or otherwise.
 “Agent Parties”:  as defined in Section 10.2(c).
 “Agents”:    the  collective  reference  to  the DocumentationSyndication  Agents,  the Syndication
AgentsJoint Bookrunners, the Joint Lead Arrangers and the Administrative Agent.
 “Aggregate Exposure”:  with respect to any Lender at any time, an amount equal to the sum of
(a) the aggregate then unpaid principal amount of such Lender’s Term Loans and (b) the amount of such
Lender’s Revolving Commitment then in effect or, if the Revolving Commitments have been terminated,
the amount of such Lender’s Revolving Extensions of Credit then outstanding.
 “Aggregate Exposure Percentage”:  with respect to any Lender at any time, the ratio (expressed
as  a  percentage)  of  such  Lender’s  Aggregate  Exposure  at such  time  to  the Aggregate  Exposure  of all
Lenders at such time.
 “Agreement”:  this Amended and Restated Credit Agreement, as further amended, supplemented
or otherwise modified from time to time.
 “Allocated Proceeds”:  as defined in Section 2.9(a).
 “Amendment No. 1”: Amendment No. 1 to this Agreement, dated as of October 24, 2019.
 “Amendment No. 1 Effective Date”: as defined in Amendment No. 1.
 “Annualized Asset Cash Flow Amount”: with respect to any Disposition of assets, an amount
equal  to  the  portion  of  Consolidated Operating  Cash  Flow  for  the  most recent Asset  Disposition  Test
Period ending prior to the date of such Disposition which was contributed by such assets multiplied by
four.Amendment No. 2”: Amendment No. 2 to this Agreement, dated as of May 26, 2022.
 “Amendment No. 2 Effective Date”: as defined in Amendment No. 2.
 “Annualized  Operating  Cash  Flow”:    for  any  fiscal  quarter,  an  amount  equal  to  Consolidated
Operating Cash Flow for such period multiplied by four.
 “Annualized Pro Forma Operating Cash Flow”:  an amount, determined on any Disposition Date
or Exchange Date in connection with any proposed Disposition or Exchange pursuant to Section 7.5(f) or
(g), equal to Consolidated Operating Cash Flow for the most recent Asset Disposition Test Period
multiplied by four, calculated in the manner contemplated by Section 1.2(f) but excluding the effect of
such Disposition or Exchange.
 “Applicable Margin”:
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	(a) (i) with respect to the Revolving Loans pursuant to the Revolving A Commitments, (x) if CCI
has  a  corporate  family  rating that  is  an  Investment  Grade  Rating  from  at  least  two  Rating  Agencies
(which  shall  be  Moody’s  and  S&P  except  to  the  extent  either  of  them  is  required  to  be  replaced  as
contemplated  by  the  definition  of “Rating  Agencies”),  (A)  0.25%  in  the  case  of  ABR  Loans  and  (B)
1.25% in the case of Eurodollar Loans or (y) otherwise, (A) 0.50% in the case of ABR Loans and (B)
1.50% in the case of Eurodollar Loans; and (ii) with  respect  to  the  Revolving  Loans  and  Swingline
Loans  pursuant  to  the  Revolving  B  Commitments, (x)  if  CCI  has  a  corporate  family  rating that  is  an
Investment Grade Rating from at least two Rating Agencies (which shall be Moody’s and S&P except to
the  extent  either  of  them  is  required  to  be  replaced  as  contemplated  by  the  definition  of “Rating
Agencies”), the rate per annum set forth under the relevant column heading below:
ABR Loans Eurodollar Loans
Revolving Loans 0.00% 1.00%
Swingline Loans 0.00% N/A
or (y) otherwise, the rate per annum set forth under the relevant column heading below based on CCI’s
corporate family rating being at least such level:
Ratings Level Status ABR Loans EurodollarTerm SOFR
Loans
Level I Status 0.00% 0.75%
Level II Status 0.00% 1.00%
Investment Grade Rating 0.125% 1.125%
Revolving LoansBelow
Investment Grade Rating 0.25% 1.25%
Swingline Loans 0.25% N/A
; provided, that as used in this definition and the definition of Commitment Fee Rate:
(i) “Level I Status”: a rating equal to or higher than (w) in the case of Moody’s, A2
(or the equivalent), (x) in the case of S&P, A (or the equivalent), (y) in the case of Fitch, A (or
the  equivalent)  and  (z)  in  the  case  of  any  other  Rating Agency,  the  equivalent  rating  by  such
Rating Agency to the ratings described in clauses (w), (x) and (y);
(ii) “Level II Status”: a rating equal to or higher than (w) in the case of Moody’s,
Baa1 (or the equivalent), (x) in the case of S&P, BBB+ (or the equivalent), (y) in the case of
Fitch, BBB+ (or the equivalent) and (z) in the case of any other Rating Agency, the equivalent
rating by such Rating Agency to the ratings described in clauses (w), (x) and (y);
(iii) “Investment Grade Rating”: a rating equal to or higher than (w) in the case of
Moody’s, Baa3 (or the equivalent), (x) in the case of S&P, BBB—(or the equivalent), (y) in the
case  of  Fitch,  BBB—(or  the  equivalent)  and  (z)  in  the  case  of  any  other  Rating  Agency,  the
equivalent rating by such Rating Agency to the ratings described in clauses (w), (x) and (y).
; provided, further, that for purposes of determining whether on any date Level I Status, Level II
Status, Investment Grade Rating or below an Investment Grade Rating applies, if (a) a rating is issued by
at least two of Moody’s, S&P and Fitch, and such ratings fall within different levels, then the highest of
such ratings shall be used to determine the applicable rating level status unless the lowest of such ratings
is more than one level below the highest of such ratings, in which case the level that is one level lower
than the highest rating shall be used to determine the applicable rating level status, (b) a rating is issued
by only one Rating Agency (x) as a result of two Rating Agencies ceasing to be in the business of rating
corporate  debt  obligations  or  despite  Borrower’s commercially  reasonable  efforts  to  maintain  a  rating
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	from at least two of the Rating Agencies, then such rating shall be used to determine the applicable rating
level status and (y) otherwise, the level that is one level lower than such rating shall apply and (c) there is
no rating from any Rating Agency, below Investment Grade Rating status shall apply.
; provided, further, that the Applicable Margin with respect to Revolving Loans made pursuant to
any Extended Revolving Commitment following the Amendment No. 12 Effective Date shall be as set
forth in the applicable Incremental Activation Notice;
(a) with respect to Term A-5 Loans, (i) 0.25% in the case of ABR Loans and (ii) 1.25% in
the case of Term SOFR Loans;
(b) with respect to Term A-26 Loans, (i) 0.50% in the case of ABR Loans and (ii) 1.50% in
the case of EurodollarTerm SOFR Loans;
(c) with  respect  to  Term AB-41  Loans,  (i) 0.250.75%  in  the  case  of  ABR  Loans  and  (ii)
1.251.75% in the case of Eurodollar Loans;
(d) with respect to Term B-12 Loans, (i) 0.75% in the case of ABR Loans and (ii) 1.75% in
the case of Eurodollar Loans;
(e) with respect to Term B-2 Loans, (i) 0.75% in the case of ABR Loans and (ii) 1.75% in
the case of Eurodollar Loans;(f) with  respect  to  any  Incremental  Term  Loans,  such  per  annum  rates  as
shall  be  agreed  to  by  the  Borrower  and  the  applicable  Incremental  Term  Lenders  as  shown  in  the
applicable Incremental Activation Notice; and
(gf) with respect to Extended Term Loans, such per annum rates as shall be agreed to by the
Borrower and the applicable Extending Term Lenders as shown in the applicable Incremental Activation
Notice.
 “Applicable Price”:  as defined in Section 2.8(b).
 “Application”:    an  application,  in  such  form  as  the  relevant  Issuing  Lender  may  specify  from
time to time, requesting such Issuing Lender to open a Letter of Credit.
 “Approved Fund”:  as defined in Section 10.6.
 “Asset Disposition Test Period”:  as of any date of determination, the most recent fiscal quarter
as to which financial statements have been delivered pursuant to Section 6.1.
 “Asset Sale”:  any Disposition of property or series of related Dispositions of property
(excluding (a) Exchanges pursuant to which no cash consideration is received by the Borrower or any of
its Subsidiaries and (b) any such Disposition permitted by clause (a), (b), (c), (d), (e), (h), (i), (j) or (l) of
Section 7.5) that yields gross cash proceeds to the Borrower or any of its Subsidiaries in excess of
$250,000,000.
 “Assignee”:  as defined in Section 10.6(b)(i).
 “Assignment  and  Assumption”:    an  Assignment  and  Assumption,  substantially  in  the  form  of
Exhibit A.
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	“Assumption Agreement”:  an agreement in substantially the form of the applicable Exhibit to
the  Guarantee  and  Collateral  Agreement,  pursuant  to  which  a  Subsidiary  of  the  Borrower  becomes  a
party thereto.
 “Attributable Debt”:  in respect of a sale and leaseback transaction entered into by the Borrower
or any of its Subsidiaries, at the time of determination, the present value of the obligation of the lessee
for net rental payments during the remaining term of the lease included in such sale and leaseback
transaction including any period for which such lease has been extended or may, at the sole option of the
lessor, be extended.  Such present value shall be calculated using a discount rate equal to the rate of
interest implicit in such transaction, determined in accordance with GAAP.
 “Authorizations”:  all filings, recordings and registrations with, and all validations or
exemptions, approvals, orders, authorizations, consents, Licenses, certificates and permits from, the FCC,
applicable public utilities and other Governmental Authorities, including, without limitation, CATV
Franchises, FCC Licenses and Pole Agreements.
 “Available Amount”:  the sum of :
(i) $2,000,000,000; plus
(ii) the excess of (x) Consolidated Operating Cash Flow for the period, taken as a
single accounting period, commencing on January 1, 2018 and ending on the last day of the
Borrower’s most recent fiscal quarter for which financial statements have been delivered
pursuant to Section 6.1 minus (y) 130% of cumulative consolidated cash interest expense of the
Borrower for the period, taken as a single accounting period, commencing on January 1, 2018
and ending on the last day of the Borrower’s most recent fiscal quarter for which financial
statements have been delivered pursuant to Section 6.1; plus
(iii) an amount equal to 100% of Capital Stock Sale Proceeds (reduced for purposes
of this clause (iii) by any amount of such Capital Stock Sale Proceeds (x) used in connection
with an Investment made in reliance on Section 7.7(h) or (y) used in connection with any
prepayment of Specified Long Term Indebtedness in reliance on Section 7.8(a)(iv); plus
(iv) any cash return of Investment to the Borrower or any Subsidiary (including upon
any disposition of any such Investment) made in reliance on Section 7.7(o) from a Person other
than the Borrower or any Subsidiary; minus
(v) the aggregate amount of Restricted Payments made after the Restatement
Effective Date in reliance on Section 7.6(k), the aggregate amount of Investments made after the
Restatement Effective Date in reliance on Section 7.7(o) and the aggregate amount of
prepayments of Specified Long Term Indebtedness made after the Restatement Effective Date in
reliance on Section 7.8(a)(vii).
 “Available Liquidity”:  at any date, the sum of (a) the aggregate Available Revolving
Commitments of each Class, (b) the amount of undrawn commitments in respect of Incremental Term
Loans that are in effect on such date pursuant to Incremental Activation Notices to the extent that the
required use of proceeds with respect to the proceeds of such Incremental Term Loans is not more
restrictive than the representation set forth in Section 4.16  and (c) the aggregate amount of cash and
Cash Equivalents on hand of the Borrower and its Subsidiaries not subject to any Lien (other than
pursuant to the Loan Documents, Liens permitted by Section 7.3(o), (r) (to the extent subject to a First
Lien Intercreditor Agreement) or (s) or inchoate Liens permitted by Section 7.3(a)).
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	“Available Revolving Commitment”:  as to any Revolving Lender with any Class of Revolving
Commitments  at  any  time,  an  amount  equal  to  the  excess,  if  any,  of  (a)  such  Lender’s  Revolving
Commitment of such Class then in effect overminus (b) such Lender’s Revolving Extensions of Credit
then outstanding under such Class of Revolving Commitments; provided, that in calculating any Lender’s
Revolving  Extensions  of  Credit  for  the  purpose  of  determining  such  Lender’s  Available  Revolving
Commitment  pursuant  to  Section  2.6(a),  the  aggregate  principal  amount  of  Swingline  Loans  then
outstanding shall be deemed to be zero.
 “Bail-In  Action”  means  the  exercise  of  any  Write-Down  and  Conversion  Powers  by  the
applicable EEA Resolution Authority in respect of any liability of an EEAAffected Financial Institution.
 “Bail-In Legislation” means, (a) with respect to any EEA Member Country implementing Article
55 of Directive 2014/59/EU of the European Parliament and of the Council of the European Union, the
implementing  law,  rule,  regulation  or  requirement  for  such  EEA  Member  Country  from  time  to  time
which is described in the EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom,
Part  I  of  the  United  Kingdom  Banking  Act  2009  (as  amended  from  time  to  time)  and  any  other  law,
regulation  or  rule  applicable  in  the  United  Kingdom  relating  to  the  resolution  of  unsound  or  failing
banks, investment firms or other financial institutions or their affiliates (other than through liquidation,
administration or other insolvency proceedings).
 “Beneficial  Ownership  Certification”  means  a  certification  regarding  beneficial  ownership
required by the Beneficial Ownership Regulation.
 “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230.
 “Benefited Lender”:  as defined in Section 10.7(a).
 “Benefit Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject
to Title I of ERISA, (b) a “plan” as defined in and subject to Section 4975 of the Code or (c) any Person
whose assets include (for purposes of ERISA Section 3(42) or otherwise for purposes of Title I of ERISA
or Section 4975 of the Code) the assets of any such “employee benefit plan” or “plan”.
 “Board”:  the Board of Governors of the Federal Reserve System of the United States (or any
successor).
 “Borrower”:  as defined in the preamble hereto.
 “Borrower Materials”:  as defined in Section 6.1.
 “Borrowing Date”:  any Business Day specified by the Borrower in a Notice of Borrowing as a
date on which the Borrower requests the relevant Lenders to make Loans hereunder.
 “Bright House Acquisition Agreement”:  means that certain Contribution Agreement, dated as of
March 31, 2015, as amended on May 23, 2015 and as the same may be further amended so long as such
amendments are not, taken as a whole, materially adverse to the Lenders, by and among CCI, certain of
its subsidiaries and the other parties thereto.
 “Bright House Acquisition Transactions”:  means the transactions contemplated by the Bright
House Acquisition Agreement.
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	“Bright House Transaction Agreements”:  the Bright House Acquisition Agreement and those
documents listed in the definition of “Transaction Agreements” as set forth in the Bright House
Acquisition Agreement.
 “Business”:  as defined in Section 4.17(b).
 “Business Day”:  a day other than a Saturday, Sunday or other day on which commercial banks
in New York City are authorized or required by law to close, or are in fact closed, in the state where the
Funding Office is located, provided, that with respect to notices and determinations in connection with,
and payments of principal and interest on, Eurodollar Loans, such day is also a day for trading by and
between banks in Dollar deposits in the interbank eurodollar market.
 “Capital Stock Sale Proceeds”: the aggregate net proceeds (including the fair market value of the
non-cash proceeds) received by the Borrower or its Subsidiaries from and after January 1, 2018, in each
case
(x) as a contribution to the common equity capital or from the issue or sale of Equity
Interests from any Designated Holding Company from and after January 1, 2018, or
(y) from the issue or sale of Qualified Indebtedness, debt securities or other
Indebtedness of the Borrower that has been converted into or exchanged for such Equity Interests
(other than Equity Interests (or Qualified Indebtednes, debt securities or other Indebtedness) sold
to a Subsidiary of the Borrower).
 “Cash Collateralize”:  to pledge and deposit with or deliver to the Administrative Agent, for the
benefit  of  the  Administrative  Agent, Issuing  Lenders  and/or  Swingline  Lender  (as  applicable)  and  the
Revolving  Lenders,  as  collateral  for  L/C  Obligations,  obligations  in  respect  of  Swingline  Loans,  or
obligations of Revolving Lenders to fund participations in respect of either thereof (as the context may
require), cash or deposit account balances or, if an Issuing Lender or Swingline Lender benefiting from
such  collateral  shall  agree  in  its  sole  discretion,  other  credit  support,  in  each  case  pursuant  to
documentation in form and substance reasonably satisfactory to (a) the Administrative Agent and (b) the
applicable Issuing Lender(s) and/or the Swingline Lender (as applicable).
 “Cash  Collateral”  shall  have  a  meaning  correlative  to  the  foregoing  and  shall  include  the
proceeds of such cash collateral and other credit support.
 “Cash Equivalents”:
(a) marketable  direct  obligations  issued  by,  or  unconditionally  guaranteed  by,  the  United
States government or issued by any agency thereof and backed by the full faith and credit of the United
States, in each case maturing within one year from the date of acquisition;
(b) certificates of deposit, time deposits, eurodollar time deposits or overnight bank deposits
having maturities of sixtwelve (12) months or less from the date of acquisition issued by any Lender or(i)
by  any  commercial  bank  organized  under  the  laws  of  the  United  States  or  any  state  thereof or  any
domestic branch of a foreign commercial bank, in each case having combined capital and surplus of not
less than $500,000,000 or (ii) by any Lender;
(c) commercial paper of an issuer rated at the time of acquisition at least A-1 by Standard &
Poor’s Ratings Services (“S&P”) or P-1 by Moody’s Investors Service, Inc. (“Moody’s”) or F-1 by Fitch,
Inc. (“Fitch”), or carrying an equivalent rating by a nationally recognized rating agency, if each of the
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	three named rating agencies cease publishing ratings of commercial paper issuers generally, and maturing
within sixtwelve (12) months from the date of acquisition;
(d) repurchase  obligations  of  any  Lender  or  of  any  commercial  bank  satisfying  the
requirements  of clause  (b)  of  this  definition,  having  a term  of  not more  than 30  days, with respect to
securities issued or fully guaranteed or insured by the United States government;
(e) securities with maturities of one year or less from the date of acquisition issued or fully
guaranteed by any state, commonwealth or territory of the United States, by any political subdivision or
taxing  authority  of  any  such  state,  commonwealth  or  territory  or  by  any  foreign  government,  the
securities  of  which  state,  commonwealth,  territory,  political  subdivision,  taxing  authority  or  foreign
government (as the case may be) are rated at the time of acquisition at least A by S&P or A by Moody’s
or A by Fitch;
(f) securities with maturities of sixtwelve (12) months or less from the date of acquisition
backed  by  standby  letters  of  credit  issued  by  any  Lender  or  any  commercial  bank  satisfying  the
requirements of clause (b) of this definition; or
(g) shares  of  money  market  mutual  or  similar  funds  which  invest  exclusively  in  assets
satisfying the requirements of clauses (a) through (f) of this definition.
 “CATV Franchise”:  collectively, with respect to the Borrower and its Subsidiaries, (a) any
franchise, license, permit, wire agreement or easement granted by any political jurisdiction or unit or
other local, state or federal franchising authority (other than licenses, permits and easements not material
to the operations of a CATV System) pursuant to which such Person has the right or license to operate a
CATV System and (b) any law, regulation, ordinance, agreement or other instrument or document setting
forth all or any part of the terms of any franchise, license, permit, wire agreement or easement described
in clause (a) of this definition.
 “CATV System”:  any cable distribution system owned or acquired by the Borrower or any of its
Subsidiaries which receives audio, video, digital, other broadcast signals or information or
telecommunications by cable, optical, antennae, microwave or satellite transmission and which amplifies
and transmits such signals to customers of the Borrower or any of its Subsidiaries.
 “CCH”:    Charter  Communications  Holdings,  LLC,  a  Delaware  limited  liability  company,
together with its successors.
 “CCHC”:  Charter Communications Holding Company, LLC, a Delaware limited liability
company, together with its successors.
 “CCI”:  Charter Communications, Inc., a Delaware corporation (f/k/a CCH I, Inc.), together with
its successors.
 “Change  in  Law”  means  the  occurrence,  after  the  Restatement  Effective  Date,  of  any  of  the
following:  (a) the adoption or taking effect of any law, rule, regulation or treaty, (b) any change in any
law,  rule,  regulation  or  treaty  or  in  the  administration,  interpretation,  implementation  or  application
thereof by any Governmental Authority or (c) the making or issuance of any request, rule, guideline or
directive  (whether  or  not  having  the  force  of  law)  by  any  Governmental  Authority;  provided  that
notwithstanding anything herein to the contrary, (x) the Dodd-Frank Wall Street Reform and Consumer
Protection  Act  and  all  requests,  rules,  guidelines  or  directives  thereunder  or  issued  in  connection
therewith and (y) all requests, rules, guidelines or directives promulgated by the Bank for International
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	settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or the
United States regulatory authorities, in each case pursuant to Basel III, shall in each case be deemed to be
a “Change in Law”, regardless of the date enacted, adopted or issued.
 “Change of Control”:  as defined in Section 8.1(k).
 “Charter Group”:  the collective reference to CCI, CCHC, the Designated Holding Companies,
the Borrower and its Subsidiaries.
 “Class”:  with respect to (i) any Revolving Commitment, refers to whether such Commitment is a
Revolving A Commitment, Revolving B Commitment or Extended Revolving Commitment and (ii) any
Loan, refers to whether such Loan is a Revolving Loan, a Term A-25 Loan, a Term A-46 Loan, a Term B
Loan, a Term B-1 Loan, a Term B-2 Loan, an Incremental Term Loan of a particular Series, an Extended
Term Loan of a particular Series or a Replacement Term Loan of a particular Series.
 “CME” means CME Group Benchmark Administration Limited.
 “CoBank” means CoBank, ACB, a federally chartered instrumentality of the United States.
 “CoBank Equities” means any of the Borrower’s stock, patronage refunds issued in the form of
stock or otherwise constituting allocated units, patronage surplus (including any such surplus accrued by
CoBank  for  the  account  of  Borrower)  and  other  equities  in  CoBank  acquired  in  connection  with,  or
because  of  the  existence  of,  the  Borrower’s  patronage  loan  from  CoBank  (or  its  affiliate),  and  the
proceeds of any of the foregoing.
 “Code”:  the Internal Revenue Code of 1986, as amended from time to time.
 “Collateral”:  all property of the Loan Parties, now owned or hereafter acquired, upon which a
Lien is purported to be created by the Guarantee and Collateral Agreement.
 “Commercial Contracts”:  commercial agreements entered into by the Borrower on behalf of or
for the benefit of its Subsidiaries in respect of the purchase or sale of capital assets or other products or
services used in the ordinary course operation of the business of such Subsidiaries and/or the properties
of such Subsidiaries, and other agreements entered into by the Borrower in respect of any acquisition of
assets by, or Disposition of assets of, any Subsidiary of the Borrower otherwise permitted by this
Agreement, provided that, in each case, (a) no such arrangement shall involve the acquisition of real
estate, fixtures or franchise agreements, and (b) any such assets so purchased (other than assets described
in Section 7.14(b)(ii)(z)) shall promptly following such purchase only be owned by the relevant
Subsidiary and not by the Borrower.
 “Commitment  Fee  Rate”:  (i)  with  respect  to  the  Revolving  A  Commitments  existing  on  the
Amendment No. 1 Effective Date, 0.30% per annum, (ii)
(a) with  respect  to  the  Revolving  B  Commitments  existing  on  the  Amendment  No. 12
Effective Date, 0.20% per annum and (iiithe rate per annum set forth under the relevant column heading
below based on CCI’s corporate family rating being at least such level:
Ratings Level Status Commitment Fee  Rate
Level I Status 0.05%
Level II Status 0.10%
Investment Grade Rating 0.15%
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	Below Investment Grade Rating 0.20%
(b) with respect to any Extended Revolving Commitment, the rate provided in the applicable
Incremental Activation Notice.
 “Commitments”:    the  collective  reference  to  the  Revolving  Commitments,  the  Term B-1A-5
Additional Commitments, the Term A-6 Commitments, the Term B-1 Additional Commitments and the
Term B-2 Additional Commitments.
 “Commonly Controlled Entity”:  an entity, whether or not incorporated, that is under common
control  with  any  Loan  Party  within  the meaning of  Section  4001 of  ERISA  or  is  part  of  a group that
includes any Loan Party and that is treated as a single employer under Section 414 of the Code.
 “Compliance Certificate”:  a certificate duly executed by a Responsible Officer, substantially in
the form of Exhibit B.
 “Conduit Lender”:  any special purpose corporation organized and administered by any Lender
for the purpose of making Loans otherwise required to be made by such Lender and designated by such
Lender in a written instrument; provided, that the designation by any Lender of a Conduit Lender shall
not relieve the designating Lender of any of its obligations to fund a Loan under this Agreement if, for
any  reason,  its  Conduit  Lender  fails  to  fund  any  such  Loan,  and  the  designating  Lender  (and  not  the
Conduit Lender) shall have the sole right and responsibility to deliver all consents and waivers required
or  requested  under  this  Agreement  with  respect  to  its  Conduit  Lender,  and  provided,  further,  that  no
Conduit Lender shall (a) be entitled to receive any greater amount pursuant to Section 2.16, 2.17, 2.18 or
10.5  than  the  designating  Lender  would  have  been  entitled  to  receive  in  respect  of  the  extensions  of
credit made by such Conduit Lender or (b) be deemed to have any Revolving Commitment.
 “Conforming  Changes”  means,  with  respect  to  the  use,  administration  of  or  any  conventions
associated  with  Term  SOFR,  SOFR  or  any  proposed  Successor  Rate,  as  applicable,  any  conforming
changes  to  the  definitions  of “ABR”, “Term  SOFR”, “SOFR”  and “Interest  Period”,  timing  and
frequency of  determining  rates and making payments of interest and other technical, administrative or
operational matters (including, for the avoidance of doubt, the definitions of “Business Day” and “U.S.
Government  Securities  Business  Day”,  timing  of  borrowing  requests  or  prepayment,  conversion  or
continuation  notices  and  length  of  lookback  periods)  as  may  be  appropriate,  in  the  discretion  of  the
Administrative Agent (in consultation with the Borrower), to reflect the adoption and implementation of
such applicable rate(s) and to permit the administration thereof by the Administrative Agent in a manner
substantially consistent with market practice (or, if the Administrative Agent determines that adoption of
any  portion  of  such  market  practice  is  not  administratively  feasible or  that  no  market  practice  for  the
administration of such rate exists, in such other manner of administration as the Administrative Agent
determines  (in  consultation  with  the  Borrower)  is  reasonably  necessary  in  connection  with  the
administration of this Agreement and any other Loan Document).
 “Consideration”:  with respect to any Investment or Disposition, (a) any cash or other property
(valued  at  fair  market  value  in  the  case  of  such  other  property)  paid  or  transferred  in  connection
therewith,  (b)  the  principal  amount  of  any  Indebtedness  assumed  in  connection  therewith  and  (c)  any
letters of credit, surety arrangements or security deposits posted in connection therewith.
 “Consolidated First Lien Leverage Ratio”:  as of the last day of any period, the ratio of (a) the
sum of (i) the aggregate principal amount of all Indebtedness (including L/C Obligations)Consolidated
Total Debt outstanding under this Agreement at such date plus (ii) the aggregate principal amount of any
other Indebtedness (including First Lien Notes but excluding (x) in the case of contingent obligations of
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	the type described in clause (f) of the definition of “Indebtedness”, any such obligations not constituting
L/C Obligations and (y) Indebtedness incurred pursuant to Section 7.2(g))Consolidated Total Debt of the
Borrower and its Subsidiaries at such date that is secured by the Collateral on a basis pari passu with the
Indebtedness under this Agreement, determined on a consolidated basis in accordance with GAAP minus
(iii) the aggregate amount of unrestricted cash and Cash Equivalents (in each case, free and clear of all
Liens other than any Lien that is permitted under Section 7.3) included in the consolidated balance sheet
of the Borrower and its Subsidiaries as of such date, to (b) Annualized Operating Cash Flow determined
in respect of the fiscal quarter ending on such day.
 “Consolidated Leverage Ratio”:  as of the last day of any period, the ratio of (a) Consolidated
Total  Debt  on  such  day  to  (b)  Annualized  Operating  Cash  Flow  determined  in  respect  of  the  fiscal
quarter ending on such day.
 “Consolidated  Net  Income”:    for  any  period,  the  consolidated  net  income  (or  loss)  of  the
Borrower and its Subsidiaries, determined on a consolidated basis in accordance with GAAP; provided
that, GAAP to the contrary notwithstanding, there shall be excluded :
(a) the income (or deficit) of any Person accrued prior to the date it becomes a Subsidiary of
the Borrower or is merged into or consolidated with the Borrower or any of its Subsidiaries,
(b) the income (or deficit) of any Person (other than a Subsidiary of the Borrower) in which
the  Borrower  or  any  of  its  Subsidiaries  has  an  ownership  interest,  except  to  the  extent  that  any  such
income  is  actually  received  by  the  Borrower  or  such  Subsidiary  in  the  form  of  dividends  or  similar
distributions,
(c) the  undistributed  earnings  of  any  Subsidiary  of  the  Borrower (including any Excluded
Acquired Subsidiary) to the extent that the declaration or payment of dividends or similar distributions
by such Subsidiary is not at the time permitted by the terms of any Contractual Obligation (other than
under any Loan Document) or Requirement of Law applicable to such Subsidiary and
(d) whether or not distributed, the income of any Non-Recourse Subsidiary.
 “Consolidated Net Tangible Assets” means, as of any date of determination, the total amount of
assets (less applicable reserves and other properly deductible items) of the Borrower and its Subsidiaries
less the sum of (1) all goodwill, trade names, trademarks, patents, unamortized debt discount and expense
and  other  intangibles,  and  (2)  all  current  liabilities,  in  each  case,  reflected  on  the  most  recent
consolidated balance sheet of the Borrower and its Subsidiaries as at the end of the most recent ended
fiscal  quarter  for  which  financial  statements  have  been  delivered  pursuant  to  Section  6.1(a)  or  (b),
determined on a consolidated basis in accordance with GAAP on a pro forma basis to give effect to (x)
any  Material  Acquisition  or  Material  Disposition  or  (y)  any  Disposition  (other  than  a  Material
Disposition) or Acquisition (other than a Material Acquisition), at the option of the Borrower (in the case
of  this  clause  (y)),  in  each  case  made  after  such  balance  sheet  date  and  on  or  prior  to  the  date  of
determination.
 “Consolidated Net  Worth”:  with  respect  to  any  Person,  at  the  date  of  any  determination,  the
consolidated stockholders’ or owners’ equity of the holders of Equity Interests or partnership interests of
such  Person  and  its  subsidiaries,  determined  on  a  consolidated  basis  in  accordance  with  GAAP
consistently applied, which, for the avoidance of doubt, may, at the Borrower’s option, be calculated on a
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	consolidated basis in accordance with GAAP on a pro forma basis to give effect to any assets acquired
after such balance sheet date and on or prior to the date of determination.
 “Consolidated Operating  Cash  Flow”:    for  any  period  with  respect  to  the  Borrower  and  its
Subsidiaries,
(a) Consolidated Net Income for such period plus,
(b) without duplication and to the extent deducted in computing Consolidated Net Income
for such period, the sum of :
(i) total income tax expense,
(ii) interest  expense,  amortization  or  writeoff  of  debt  discount  and  debt  issuance
costs and commissions, discounts and other fees and charges associated with Indebtedness,
(iii)  depreciation and amortization expense,
(iv)  management fees expensed during such period,
(v) any extraordinary, unusual or non-recurring expenses or losses,
(vi)  any expenses or losses consisting of restructuring charges, litigation settlements
and judgments and related costs,
(vii)  losses on Dispositions of assets outside of the ordinary course of business,
(viii)  other non-cash items reducing such Consolidated Net Income and
(ix)  the amount of “run-rate” cost savings projected by the Borrower in good faith,
net of the amount of actual benefits realized or expected to be realized prior to or during such
period  (which  cost  savings  shall  be  calculated  on  a  pro  forma  basis  as  though  they  had  been
realized  on  the  first  day  of  such  period)  from  actions  taken  or  to  be  taken  within  four  fiscal
quarters  of  any  Material  Acquisition  or  Disposition  of  a  line  of  business  or  cable  system;
provided  that  (A)  a  Responsible  Officer  of  the  Borrower  shall have  certified  in  writing  to the
Administrative Agent that (x) such cost savings are reasonably identifiable and expected to be
achieved  based  on  such  actions and  (y)  the  benefits resulting therefrom are anticipated by the
Borrower to be realized within twelve (12) months of such Material Acquisition or Disposition
and  (B)  the  aggregate  amount  added back pursuant to this clause (ix) for any period shall not
exceed 1025% of Consolidated Operating Cash Flow for such period prior to giving effect to this
clause (ix), minus,
(c) without  duplication  and  to  the  extent  included  in  the  statement  of  Consolidated  Net
Income for such period, the sum of
(i) any extraordinary or non-recurring income or gains,
(ii) gains on Dispositions of assets outside of the ordinary course of business and
(iii)  other non-cash items increasing such Consolidated Net Income, all as determined
on a consolidated basis in accordance with GAAP.
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	“Consolidated Total Debt”:  at any date, the aggregate principal amount of, without duplication,
(i) all Indebtedness (other than (x) in the case of contingent obligations of the type
described  in  clause  (fof  such  Person  and  its  Subsidiaries  described  in  clauses  (a),  (c)  and  (f)
(excluding, for the avoidance of doubt, surety bonds, performance bonds and similar instruments)
of the definition of “Indebtedness”, any such obligations not constituting L/C Obligations and (y)
Indebtedness incurred pursuant to Section 7.2(g)) of the Borrower and its Subsidiaries at such
date, determined on a consolidated basis in accordance with GAAP less , to the extent required to
be  recorded  on  a balance  sheet  in  accordance  with  GAAP,  including, without  duplication,  the
outstanding  principal  amount  of  the  Loans;  provided  that  Consolidated  Total  Debt  shall  not
include  (a)  Indebtedness  incurred  by  a  Non-Recourse  Subsidiary,  Securitization  Subsidiary,
factoring Subsidiary or other special purpose entity, (b) obligations in respect of letters of credit
(including Letters of Credit), except to the extent of any unreimbursed amounts thereunder or (c)
Indebtedness  constituting  Finance  Lease  Obligations,  purchase  money  debt  or  other  similar
Indebtedness; minus
(ii) the aggregate amount of unrestricted cash and Cash Equivalents (in each case,
free and clear of all Liens other than any Lien that is permitted undernot prohibited by Section
7.3) included in the consolidated balance sheet of the Borrower and its Subsidiaries as of such
date.
 “Contractual Obligation”:  as to any Person, any provision of any debt or equity security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party or
by which it or any of its property is bound.
 “Converted Term A Loan”:  as to any Converting Term A Lender that has indicated on its
counterpart to Amendment No. 1 that it is requesting to convert its Term A-2 Loan and/or Term A-3
Loan to a Term A-4 Loan, the entire aggregate principal amount of such Converting Term A Lender’s
Term A-2 Loan and/or Term A-3 Loan (or, if less, the amount notified to such Lender by the
Administrative Agent prior to the Amendment No. 1 Effective Date).
  “Converted  Term  B  Loan”:    as  to  any  Converting  Term  B  Lender  that  has  indicated  on  its
counterpart to Amendment No. 1 that it is requesting to convert its Term B Loan to a Term B-1 Loan
and/or a Term B-2 Loan the entire aggregate principal amount of such Converting Term B Lender’s Term
B  Loan  (or,  if  less,  the  amount  notified  to  such  Lender  by  the  Administrative  Agent  prior  to  the
Amendment No. 1 Effective Date).
 “Converted  Second  Amendment  Term  A  Loan”:  as  to  any Converting Term  A  Lender”:
meansSecond Amendment Term A Lender that has indicated on its counterpart to Amendment No. 2 that
it is requesting to convert its Term A-4 Loan to a Term A-5 Loan, the entire aggregate principal amount
of such Converting Term A-5 Lender’s Term A-4 Loan (or, if less, the amount notified to such Lender by
the Administrative Agent prior to the Amendment No. 2 Effective Date).
 “Converting Second Amendment Term A Lender”: each Lender with a Term A-24 Loan and/or
Term  A-3  Loan,  as  applicable,  immediately  prior  to  the  Amendment  No. 12  Effective  Date  that  has
returned a counterpart to Amendment No. 12 indicating its election to have its Term A-2 Loan and/or
Term A-34 Loan converted to a Term A-45 Loan on the Amendment No. 12 Effective Date.
 “Converting Term B Lender”:  means each Lender with a Term B Loan immediately prior to the
Amendment  No.  1  Effective  Date  that  has  returned  a  counterpart  to  Amendment  No.  1  indicating  its
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	election to have its Term B Loan converted to a Term B-1 Loan and/or a Term B-2 Loan, as applicable,
on the Amendment No. 1 Effective Date.
 “Debt Incurrence Prepayment Event”: any incurrence or issuance of Refinancing Term Loans or
Refinancing  First  Lien  Notes.Daily  Simple  SOFR”  with  respect  to  any  applicable  determination  date
means the SOFR published on such date on the Federal Reserve Bank of New York’s website (or any
successor source).
 “Debt  Repayment”:  as  defined  in  Section  7.6(c).De  Minimis  Subsidiary”  at  any  date  of
determination, each Subsidiary of the Borrower that (x) is not a Specified Excluded Subsidiary and (y)
does not account for more than 5% of (i) Total Assets on the date of the most recent consolidated balance
sheet delivered pursuant to Section 6.1(a) or (b) or (ii) consolidated total revenues of the Borrower and
its Subsidiaries for the period of four fiscal quarters ending on the date of the most recent consolidated
balance sheet delivered pursuant to Section 6.1(a) or (b); provided that if, in the aggregate, Subsidiaries
of  the  Borrower  that  are  not  Subsidiary  Guarantors  and  that  are  not  otherwise  Specified  Excluded
Subsidiaries account for more than 10% of (i) Total Assets on the date of the most recent consolidated
balance  sheet  delivered  pursuant  to  Section  6.1(a)  or  (b)  or  (ii)  consolidated  total  revenues  of  the
Borrower and its Subsidiaries for the period of four fiscal quarters ending on the date of the most recent
consolidated balance sheet delivered pursuant to Section 6.1(a) or (b), then, in either case, the Borrower
shall promptly cause such De Minimis Subsidiaries as may be selected by the Borrower to comply with
the requirements of Section 6.9 (as though such Subsidiaries were not De Minimis Subsidiaries) to the
extent  necessary  so  that  all  De  Minimis  Subsidiaries  that  are  not  Subsidiary  Guarantors  or  Specified
Excluded Subsidiaries do not, in the aggregate, exceed such threshold.
 “Debtor  Relief  Laws”:    the  Bankruptcy  Code  of  the  United  States,  and  all  other  liquidation,
conservatorship,  bankruptcy,  assignment  for  the  benefit  of  creditors,  moratorium,  rearrangement,
receivership,  insolvency,  reorganization,  or  similar  debtor  relief  Laws  of  the  United  States  or  other
applicable jurisdictions from time to time in effect and affecting the rights of creditors generally.
 “Default”:    any  of the events specified in Section 8.1, whether or not any requirement for the
giving of notice, the lapse of time, or both, has been satisfied.
 “Defaulting  Lender”:    subject  to  Section  2.21(b),  any  Revolving  Lender  that,  as  reasonably
determined  by  the  Administrative  Agent  (which  determination  shall,  upon  reasonable  request  by  the
Borrower,  be  made  promptly  by  the  Administrative  Agent  if  the  Administrative  Agent  reasonably
determines the conditions set forth below apply), (a) has failed to perform any of its funding obligations
hereunder,  including in respect of its Revolving Loans or participations in respect of Letters of Credit or
Swingline Loans, within three Business Days of the date required to be funded by it hereunder unless
such obligation is the subject of a good faith dispute, (b) has notified the Borrower or the Administrative
Agent  that  it  does  not  intend  to  comply  with  its  funding  obligations  hereunder  or  has  made  a  public
statement to that effect with respect to its funding obligations hereunder or under other agreements in
which it commits to extend credit except to the extent any such obligation is the subject of a good faith
dispute,  (c)  has  failed,  within  three  Business  Days  after  request  by  the  Administrative  Agent  (which
request the Administrative Agent shall make if reasonably requested by the Borrower), to confirm in a
manner satisfactory to the Administrative Agent that it will comply with its funding obligations except to
the extent subject to a good faith dispute, or (d) has, or has a direct or indirect parent company that has,
(i) become the subject of a proceeding under any Debtor Relief Law or Bail-In Action, (ii) had a receiver,
conservator, trustee, administrator, assignee for the benefit of creditors or similar Person charged with
reorganization or liquidation of its business or a custodian appointed for it, or (iii) taken any action in
furtherance  of,  or  indicated  its  consent  to,  approval  of  or  acquiescence  in  any  such  proceeding  or
appointment  (unless,  in  each  case,  such  Revolving  Lender  has  confirmed  it  will  comply  with  its
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	obligations hereunder and the Borrower, the Administrative Agent and each Issuing Lender is reasonably
satisfied that such Revolving Lender is able to continue to perform its obligations hereunder); provided
that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any
equity  interest  in  that  Lender  or  any  direct  or  indirect  parent  company  thereof  by  a  Governmental
Authority so long as such ownership interest does not result in or provide such Lender with immunity
from the jurisdiction of courts within the United States or from the enforcement of judgments or writs of
attachment on its assets or permit such Lender (or such Governmental Authority or instrumentality) to
reject, repudiate, disavow or disaffirm any contracts or agreements made with such Lender.
 “De Minimis Subsidiary” at any date of determination, each Subsidiary of the Borrower that (x)
is not a Specified Excluded Subsidiary and (y) does not account for more than 5% of (i) Total Assets on
the date of the most recent consolidated balance sheet delivered pursuant to Section 6.1(a) or (b) or (ii)
consolidated total revenues of the Borrower and its Subsidiaries for the period of four fiscal quarters
ending on the date of the most recent consolidated balance sheet delivered pursuant to Section 6.1(a) or
(b); provided that if, in the aggregate, Subsidiaries of the Borrower that are not Subsidiary Guarantors
and that are not otherwise Specified Excluded Subsidiaries account for more than 10% of (i) Total Assets
on the date of the most recent consolidated balance sheet delivered pursuant to Section 6.1(a) or (b) or
(ii) consolidated total revenues of the Borrower and its Subsidiaries for the period of four fiscal quarters
ending on the date of the most recent consolidated balance sheet delivered pursuant to Section 6.1(a) or
(b), then, in either case, the Borrower shall promptly cause such De Minimis Subsidiaries as may be
selected by the Borrower to comply with the requirements of Section 6.9 (as though such Subsidiaries
were not De Minimis Subsidiaries) to the extent necessary so that all De Minimis Subsidiaries that are
not Subsidiary Guarantors or Specified Excluded Subsidiaries do not, in the aggregate, exceed such
threshold.
 “Designated Holding Companies”:  the collective reference to (i) CCH, (ii) each direct and
indirect Subsidiary, whether now existing or hereafter created or acquired, of CCH of which Holdings is
a direct or indirect Subsidiary and (iii) Holdings.
 “Designated Non-Cash Consideration”:  the fair market value (as determined in good faith by the
Borrower) of non-cash consideration received by the Borrower or one of its Subsidiaries in connection
with a Disposition pursuant to Section 7.5(f) that is so designated as Designated Non-Cash Consideration
pursuant to a certificate of a Responsible Officer delivered to the Administrative Agent at or prior to the
time such Designated Non-Cash Consideration is received, setting forth the basis of such valuation, less
the amount of cash or Cash Equivalents received in connection with a subsequent payment, redemption,
retirement, sale or other disposition of such Designated Non-Cash Consideration.  A particular item of
Designated Non-Cash Consideration will no longer be considered to be outstanding when and to the
extent it has been paid, redeemed or otherwise retired or sold or otherwise disposed of in compliance
with Section 7.5.
 “DHC Debt”:  the collective reference to all Indebtedness of the Designated Holding Companies.
 “DHC Default”:  with respect to any one or more issues of DHC Debt aggregating more than
$500,000,000, any default (other than a default based on the failure of the relevant issuer to provide a
certificate, report or other information, until notice of such default is given to such issuer by the required
holders or trustee as specified in the indenture or agreement governing such DHC Debt) or event of
default.
 “Discharge Date”:  as defined in the Guarantee and Collateral Agreement.
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	“Disposition”:    with  respect  to  any  property,  any  sale, lease (other than leases in the ordinary
course  of  business,  including  leases  of  excess  office  space  and  fiber  leases),  sale  and  leaseback,
assignment,  conveyance,  transfer  or  other  disposition  thereof,  including  pursuant  to  an  exchange  for
other property.  The terms “Dispose” and “Disposed of” shall have correlative meanings.
 “Disposition Date”:  as defined in Section 7.5(f).
 “Documentation Agents”:  the entities identified as such on the cover of this Agreement
(including those entities identified as such immediately prior to the Amendment No. 1 Effective Date).
 “Dollars” and “$”:  dollars in lawful currency of the United States.
 “Domestic  Subsidiary”:    any  Subsidiary  of  the  Borrower  organized  under  the  laws  of  any
jurisdiction within the United States.
 “EEA Financial Institution” means (a) any credit institution or investment firm established in any
EEA Member Country which is subject to the supervision of an EEA Resolution Authority, (b) any entity
established in an EEA Member Country which is a parent of an institution described in clause (a) of this
definition, or (c) any financial institution established in an EEA Member Country which is a subsidiary
of  an  institution  described  in  clauses  (a)  or  (b)  of  this  definition  and  is  subject  to  consolidated
supervision with its parent.
 “EEA  Member  Country”  means  any  of  the  member  states  of  the  European  Union,  Iceland,
Liechtenstein, and Norway.
 “EEA Resolution Authority” means any public administrative authority or any person entrusted
with  public  administrative  authority  of  any  EEA  Member  Country  (including  any  delegee)  having
responsibility for the resolution of any EEA Financial Institution.
 “Effective Yield”:  at any time, the effective yield for any type of Indebtedness as determined in
good faith by the Borrower (which shall take into account the interest rate provisions applicable thereof
(including margins and “floors”) and be deemed to include all upfront or similar fees or original issue
discount payable to all lenders providing such Indebtedness in the initial primary syndication thereof (but
excluding bona fide arranger fees, commitment fees or similar fees payable in connection therewith that
are not generally shared with the relevant Lenders and if, applicable, consent fees for an amendment paid
generally to consenting Lenders) and, in the case of upfront fees and original issue discount, equated to
interest margin based on an assumed four year weighted average life).
 “Environmental Laws”:  any and all foreign, federal, state, local or municipal laws, rules, orders,
regulations, statutes, ordinances, codes, decrees, requirements of any Governmental Authority or other
Requirements of Law (including common law) regulating, relating to or imposing liability or standards of
conduct concerning protection of human health (with respect to exposure to Materials of Environmental
Concern) or the environment, as now or may at any time hereafter be in effect.
 “Equally and Ratably Secured Notes Obligations”:  as defined in the Guarantee and Collateral
Agreement.
 “Equity  Interests”:    any  and  all  shares,  interests,  participations  or  other  equivalents  (however
designated)  of  capital  stock of  a  corporation, any  and  all  classes  of  membership  interests  in  a limited
liability  company,  any  and  all  classes  of  partnership  interests  in  a  partnership  and  any  and  all  other
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	equivalent ownership interests in a Person, and any and all warrants, rights or options to purchase any of
the foregoing.
 “ERISA”:  the Employee Retirement Income Security Act of 1974, as amended from time to time
and the regulations promulgated thereunder.
 “Escrow Assumption”:  with respect to any Incremental Term Loan that is initially established as
an Escrow Incremental Term Loan, the assumption of the Escrow Borrower’s obligations with respect
thereto  by  the  Borrower  pursuant  to  an  assumption  agreement  in  form  reasonably  satisfactory  to  the
Administrative Agent.
 “Escrow Borrower”:  a Non-Recourse Subsidiary or another Person that is not the Borrower or a
Subsidiary, in each case, established to (i) borrow Escrow Incremental Term Loans (pending assumption
of such Incremental Term Loans by the Borrower) or (ii) assume the obligations of the Borrower with
respect to previously incurred Incremental Term Loans, in each case, that is designated in the applicable
Incremental Activation Notice or assumption agreement as an Escrow Borrower and that is not engaged
in any material operations and does not have any other material assets other than in connection therewith.
 “Escrow Funding Assignment” the assignment by the Borrower to an Escrow Borrower and the
assumption by such Escrow Borrower, in each case, of the obligations of the Borrower with respect to
previously incurred Incremental Term Loans.
 “Escrow  Incremental  Term  Loan”:    any  Incremental  Term  Loan  that  either  (x)  is  initially
borrowed  by  an  Escrow  Borrower  or  (y)  is  initially  borrowed  by  the  Borrower  but  was  subsequently
converted to an Escrow Incremental Term Loans in accordance with Section 2.1(g), in each case, for so
long as the Escrow Assumption with respect to such Incremental Term Loan has not occurred.
 “EU Bail-In Legislation Schedule” means the EU Bail-In Legislation Schedule published by the
Loan Market Association (or any successor person), as in effect from time to time.
 “Eurocurrency  Reserve  Requirements”:    for  any  day,  as  applied  to  a  Eurodollar  Loan,  the
aggregate  (without  duplication)  of  the  maximum  rates  (expressed  as  a  decimal  fraction)  of  reserve
requirements  in  effect  on  such  day  (including  basic,  supplemental,  marginal  and  emergency  reserves
under  any  regulations  of  the  Board  or  other  Governmental  Authority  having  jurisdiction  with  respect
thereto) dealing with reserve requirements prescribed for eurocurrency funding (currently referred to as
 “Eurocurrency Liabilities” in Regulation D of the Board) maintained by a member bank of the Federal
Reserve System.
 “Eurodollar Base Rate”:  for any Interest Period with respect to a Eurodollar Loan, the rate per
annum equal to the London Interbank Offered Rate (“LIBOR”) or a comparable or successor rate, which
rate is approved by the Administrative Agent, as published on the applicable Bloomberg screen page (or
such  other  commercially  available  source  providing  such  quotations  as  may  be  designated  by  the
Administrative Agent from time to time)  at approximately 11:00 a.m., London time, two Business Days
prior to the commencement of such Interest Period, for Dollar deposits (for delivery on the first day of
such  Interest  Period)  with  a  term  equivalent  to  such  Interest  Period;    provided  that  to  the  extent  a
comparable  or  successor  rate  is  approved  by  the  Administrative  Agent  in  connection  herewith,  the
approved rate shall be applied in a manner consistent with market practice; provided, further that to the
extent such market practice is not administratively feasible for the Administrative Agent, such approved
rate shall be applied in a manner as otherwise reasonably determined by the Administrative Agent.
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	“Eurodollar Loans”:  Loans for which the applicable rate of interest is based upon the Eurodollar
Rate.
 “Eurodollar  Rate”:    with  respect  to  each  day  during  each  Interest  Period  pertaining  to  a
Eurodollar Loan, a rate per annum determined for such day in accordance with the following formula
(rounded upward to the nearest 1/100th of 1%):
Eurodollar Base Rate
1.00 - Eurocurrency Reserve Requirements
 “Eurodollar Rate/SOFR Loan” means (a) with respect to Term B-1 Loans and Term B-2 Loans, a
Eurodollar Loan and (b) with respect to all other Loans, a Term SOFR Loan.
 “Eurodollar Rate/SOFR Tranche”:  the collective reference to Eurodollar Rate/SOFR Loans of a
particular Class, the then current Interest Periods with respect to all of which begin on the same date and
end on the same later date (whether or not such Loans shall originally have been made on the same day).
 “Event of Default”:  any of the events specified in Section 8.1, provided that any requirement for
the giving of notice, the lapse of time, or both, has been satisfied.
 “Exchange”:  any exchange of operating assets for other operating assets in a Permitted Line of
Business and, subject to the last sentence of this definition, of comparable value and use to those assets
being exchanged, including exchanges involving the transfer or acquisition (or both transfer and
acquisition) of Equity Interests of a Person so long as 100% of the Equity Interests of such Person held
by the Borrower and its Subsidiaries are transferred or 100% of the Equity Interests of such Person are
acquired, as the case may be.  It is understood that exchanges of the kind described above as to which a
portion of the consideration paid or received is in the form of cash shall nevertheless constitute
 “Exchanges” for the purposes of this Agreement.
 “Exchange Act” means the Securities Exchange Act of 1934.
 “Exchange Date”:  the date of consummation of any Exchange; provided that, with respect to a
series of related Dispositions required pursuant to a plan of Exchange contained in a single agreement,
the Exchange Date shall be the date of the first such Disposition.
 “Exchange Excess Amount”:  as defined in Section 7.5(g).
 “Excluded Acquired Subsidiary”:  any Subsidiary described in Section 7.2(f)that is acquired by
the Borrower or its Subsidiaries to the extent that the documentation governing the Indebtedness referred
to in said  paragraphof such Subsidiary existing at the time of such acquisition prohibits (including by
reason  of  its  inability  to  satisfy  a  leverage  ratio  or  other  financial  covenant  condition  under  such
Indebtedness) (to the extent such prohibition was not created in contemplation of such acquisition) such
Subsidiary  from  becoming  a  Subsidiary  Guarantor,  but  only  so  long  as  such  Indebtedness  remains
outstanding.
 “Existing Class”:  as defined in Section 2.1(h).
 “Existing Credit Agreement”:  as defined in the recitals hereto.
 “Existing Letter of Credit”: each letter of credit outstanding under the Existing Credit Agreement
immediately prior to the Restatement Effective Date.
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	“Extended Revolving Commitment”:  as defined in Section 2.1(i).
 “Extended Term Loans”:  as defined in Section 2.1(h).
 “Extended Term Maturity Date”:  with respect to the Extended Term Loans created pursuant to
any  Incremental  Activation  Notice,  the  final  maturity  date  specified  in  the  applicable  Incremental
Activation Notice.
 “Extending Term Lender”:  as defined in Section 2.1(h).
 “Extension Election”:  as defined in Section 2.1(h).
 “Extension Request”:  as defined in Section 2.1(h).
 “FATCA”:  Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any
amended  or  successor  version  that  is  substantially  comparable  and  not  materially  more  onerous  to
comply with) and any current or future regulations or official interpretations thereof and any agreements
entered into pursuant to current Section 1471(b)(1) of the Code (or any amended or successor version
described  above)  and  any  fiscal  or  regulatory  legislation,  rules  or  official  administrative  practices
adopted  pursuant  to  any  intergovernmental  agreement,  treaty  or  convention  among  Governmental
Authorities and implementing such Sections of the Code.
 “FCC”:  the Federal Communications Commission and any successor thereto.
 “FCC License”:  any community antenna relay service, broadcast auxiliary license, earth station
registration, business radio, microwave or special safety radio service license issued by the FCC pursuant
to the Communications Act of 1934, as amended.
 “Federal Funds Effective Rate”: for any day, the rate per annum equal to the weighted average of
the  rates  on  overnight  Federal  funds  transactions  with  members  of  the  Federal  Reserve  System,  as
published  by  the  Federal  Reserve  Bank of  New  York on the Business Day next succeeding such day;
provided that (a) if such day is not a Business Day, the Federal Funds Effective Rate for such day shall
be  such  rate  on  such  transactions  on  the  next  preceding  Business  Day  as  so  published  on  the  next
succeeding Business Day, and (b) if no such rate is so published on such next succeeding Business Day,
the Federal Funds Effective Rate for such day shall be the average rate (rounded upward, if necessary, to
a whole multiple of 1/100 of 1%) charged to the Administrative Agent on such day on such transactions
as determined by the Administrative Agent.
 “Financial Officer”: the chief financial officer, principal accounting officer, treasurer or senior
vice president – corporate finance and development of the Borrower.
 “Finance  Lease  Obligations”:   as  to  any Person,  the obligations  of such Person to pay rent or
other  amounts  under  any  lease  of  (or  other  arrangement  conveying  the  right  to  use)  real  or  personal
property,  or  a  combination  thereof,  which  obligations  are  or  would  be  required  to  be  classified  and
accounted for as a “financing lease” under FASB ASC Topic 842 or “capital lease” under FASB ASC
Topic  840  (as  “financing  lease”  and  “capital  lease”  are  defined  in  those  FASB  ASC Topics  as of the
Restatement Effective Date) on a balance sheet of such Person and, for the purposes of this Agreement,
the  amount  of  such  obligations  at  any  time  shall  be  the  capitalized  amount  thereof  at  such  time
determined in accordance with FASB ASC Topic 842 or FASB ASC Topic 840, as relevant at such time.
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	“First  Lien  Intercreditor  Agreement”:    (a)  the  First  Lien  Intercreditor  Agreement,  dated  as  of
May 18, 2016, by and among the Borrower, the Guarantors, the Administrative Agent, The Bank of New
York Mellon Trust Company, N.A. and each other other party from time to time thereto or (b) any other
agreement by and among the Administrative Agent and one or more collateral agents for the holders of
First  Lien  Notes  and/or  Pre-Existing  Debt  (an  “Other First  Lien  Agent”)  appropriately  completed and
acknowledged  by  the  Borrower  and  the  Guarantors  providing,  among  other  customary  items  (as
determined by the Administrative Agent in consultation with the Borrower), that (i) for so long as any
Commitments, Loans, Letters of Credit, or other Obligations are outstanding under this Agreement (other
than contingent obligations for which no claim has been asserted) the Administrative Agent, on behalf of
the  Lenders,  shall  have  the  sole  right  to  enforce  any  Lien  against  any  Collateral  in  which  it  has  a
perfected  security  interest  (except  that,  to  the  extent  the  principal  amount  of  First  Lien  Notes  and/or
Pre-Existing  Debt  exceeds  the  principal  amount  of  Loans  and  L/C  Obligations  under  this  Agreement,
such agreement may provide that the applicable Other First Lien Agent shall instead be subject to a 90
day  standstill  requirement  with  respect  to  such  enforcement  (which  period  shall  be  extended  if  the
Administrative Agent commences enforcement against the Collateral during such period or is prohibited
by any Requirement of Law from commencing such proceedings) in the event it has given notice of an
event of default under the indenture or other agreement governing First Lien Notes or Pre-Existing Debt
for which it is agent and (ii) distributions on account of any enforcement against the Collateral by the
Administrative  Agent  or  the  Other  First  Lien  Agent  (including  any  distribution  on  account  of  the
Collateral in any such proceeding pursuant to any Debtor Relief Laws) with respect to which each of the
Administrative Agent and such Other First Lien Agent have a perfected security interest shall be on a pro
rata  basis  (subject  to  customary  provisions  dealing  with  intervening  Liens  that  are  prior  to  the
Administrative Agent’s or such Other First Lien Agent’s security interest and the unenforceability of any
obligations  purportedly  secured  by  such  Liens)  based  on  the  amount  of  the  Obligations  and  the
obligations owing under the First Lien Notes and Pre-Existing Debt, respectively.
 “First Lien Notes”:  senior secured debt securitiesIndebtedness of the Borrower or a Guarantor
(including  any  such debt  securitiesIndebtedness  (i)  issued  by  a  Person  that  subsequently  becomes  a
Guarantor or (ii)  issued as unsecured debt securitiesIndebtedness that subsequently become secured by a
Lien) that were either issued or assumed by the Borrower or a Guarantor (including as a result of the
guarantee of existing debt securitiesIndebtedness issued by a Person who was not a Guarantor at the time
such debt securities were issued) (a) that are not guaranteed by any Subsidiary of the Borrower that is not
a Guarantor, (b) that are not secured by a Lien on any assets of the Borrower or any of the Subsidiaries
that  does  not  constitute  Collateral,  (c)  except  in  the  case  of  debt  securities  issued  or  assumed  in
connection  with  the  Acquisition  Transactions,  the  terms  of  which  do  not  provide  for  any  scheduled
repayment,  mandatory  redemption  (except  as  provided  in  the  succeeding  clause  (d))  or  sinking  fund
obligations prior to the Term B-2 Maturity Date; provided that the requirements of this clause (c) shall
not apply to Indebtedness in an aggregate principal amount outstanding at any time (which shall exclude
any  Indebtedness  existing  under  this  Agreement  on  the  Amendment  No.  1  Effective  Date  and  any
Incremental Term A Loans incurred following the Amendment No. 1 Effective Date) not to exceed 2.0x
Annualized  Operating  Cash  Flow,  calculated  in  the  manner  contemplated  by  Section  1.2(f)  as  if  any
Investment pursuant to which such Indebtedness was incurred occurred on the first day of the applicable
Test  Period,  for  the  most  recent  fiscal  quarter  for  which  financial  statements  have  been  delivered
pursuant to Section 6.1(a) or (b) prior to such Indebtedness becoming First Lien Notes, (d) except in the
case of debt securities issued in connection with the Acquisition Transactions, the terms of which do not
require the Borrower or any of its Subsidiaries to repurchase, repay or redeem such debt securities (or
make an offer to do any of the foregoing) upon the happening of any event (other than as a result of an
event of default thereunder or pursuant to customary “change of control” provisions or asset sale offers)
prior to the Term B-2 Maturity Date; provided that the requirements of this clause (d) shall not apply to
Indebtedness assumed by the Borrower or a Guarantor or issued by a Person who was not a Guarantor at
the time such debt securities were issued in an aggregate principal amount outstanding at any time not to
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	exceed 2.0x Annualized Operating Cash Flow, calculated in the manner contemplated by Section 1.2(f)
as if the Investment pursuant to which such Indebtedness was incurred occurred on the first day of the
applicable  Test  Period,  for  the  most  recent  fiscal  quarter  for  which  financial  statements  have  been
delivered pursuant to Section 6.1(a) or (b) prior to such Indebtedness becoming First Lien Notes and (e)
except for Indebtedness assumed by the Borrower or a Guarantor or issued by a Person who was not a
Guarantor  at  the  time  such  debt  securities  were  issued,  the  documentation  for  which  provides  for
covenants, events of default and terms that the Borrower determines are market for similar financings at
the time such debt securities are issued; provided, that in no event shall such documentation contain any
financial  maintenance  covenant  (which  term  does  not  apply  to  incurrence-based  financial  tests  which
may  be  included  in  such  documentation)  that  is  more  restrictive  than  those  set  forth  in  this
AgreementIndebtedness was issued).
 “First Lien Term Cap”:  means any amount so long as, after giving effect to any incurrence and
repayment of Indebtedness on such date, the Borrower would be in pro forma compliance with Section
7.1.
 “Flow-Through Entity”:  any Person that is classified as a partnership or that is not treated as a
separate tax paying entity, in each case, for United States federal, state or local income tax purposes.
 “Flow-Through Tax Period”:  as defined in Section 7.6(d).
 “Foreign Holding Company”: any Subsidiary of the Borrower that has no material assets other
than Equity Interests (or Equity Interests and Indebtedness) of one or more Foreign Subsidiaries of such
Subsidiary that are “controlled foreign corporations” as defined in Section 957(a) of the Code.
 “Foreign Subsidiary”:  any Subsidiary of the Borrower that is not a Domestic Subsidiary.
 “Fronting Exposure”:  at any time there is a Defaulting Lender, (a) with respect to any Issuing
Lender, such Defaulting Lender’s Revolving Percentage of the outstanding L/C Obligations in respect of
Letters of Credit issued by such Issuing Lender other than any such L/C Obligations as to which such
Defaulting  Lender’s  participation  obligation  has  been  reallocated  to  other  Revolving  Lenders  or  Cash
Collateralized in accordance with the terms hereof and (b) with respect to the Swingline Lender, such
Defaulting Lender’s Revolving Percentage of Swingline Loans other than Swingline Loans as to which
such  Defaulting  Lender’s  participation  obligation  has  been  reallocated  to  other  Lenders  or  Cash
Collateralized in accordance with the terms hereof.
 “Funding Office”:  the office of the Administrative Agent specified in Section 10.2 or such other
office as may be specified from time to time by the Administrative Agent as its funding office by written
notice to the Borrower and the Lenders.
 “GAAP”:  generally accepted accounting principles in the United States as in effect from time to
time,  except  that  for  purposes  of  Section  7.1  and  any  incurrence  test  hereunder,  GAAP  shall  be
determined on the basis of such principles in effect on the RestatementAmendment No. 2 Effective Date
as applied in the preparation of the most recent audited financial statements delivered pursuant to Section
6.1  prior  to  the RestatementAmendment  No.  2  Effective  Date.    In  the  event  that  any  “Accounting
Change” (as defined below) shall occur and such change results in a change in the method of calculation
of financial covenants, incurrence tests, standards or terms in this Agreement, then the Borrower and the
Administrative  Agent  agree  to  enter  into  negotiations  in  order  to  amend  such  provisions  of  this
Agreement so as to equitably reflect such Accounting Changes with the desired result that the criteria for
evaluating the Borrower’s financial condition shall be the same after such Accounting Changes as if such
Accounting  Changes  had  not  been  made.    Until  such  time  as  such  an  amendment  shall  have  been
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	executed  and  delivered  by  the  Borrower,  the  Administrative  Agent  and  the  Required  Lenders,  all
financial covenants, standards and terms in this Agreement shall continue to be calculated or construed as
if such Accounting Changes had not occurred.  “Accounting Changes” refers to changes in (a) accounting
principles  required  by  the  promulgation  of  any  rule,  regulation,  pronouncement  or  opinion  by  the
Financial Accounting Standards Board of the American Institute of Certified Public Accountants or, if
applicable,  the  SEC,  (b)  the  Borrower’s  manner  of  accounting  as  directed  or  otherwise  required  or
requested by the SEC (including such SEC changes affecting a Qualified Parent Company and applicable
to the Borrower), and (c) the Borrower’s manner of accounting addressed in a preferability letter from
the Borrower’s independent auditors to the Borrower (or a Qualified Parent Company and applicable to
the  Borrower)  in  order  for  such  auditor  to  deliver  an  opinion  on  the  Borrower’s  financial  statements
required to be delivered pursuant to Section 6.1 without qualification.
 “Governmental  Authority”:   any nation or government, any state or other political subdivision
thereof,  any  agency,  authority,  instrumentality,  regulatory  body,  court,  central  bank  or  other  entity
exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining
to  government,  any  securities  exchange  and  any  self-regulatory  organization  (including  the  National
Association of Insurance Commissioners).
 “Guarantee  and  Collateral  Agreement”:    the  Amended  and  Restated  Guarantee  and  Collateral
Agreement, dated as of May 18, 2016,the Amendment No. 2 Effective Date, executed and delivered by
Holdings, the Borrower, each Subsidiary Guarantor and the Administrative Agent.
 “Guarantee Obligation”:  as to any Person (the “Guaranteeing Person”), any obligation of (a) the
Guaranteeing Person or (b) another Person (including any bank under any letter of credit) to induce the
creation  of  which  the  Guaranteeing  Person  has  issued  a  reimbursement,  counterindemnity  or  similar
obligation, in either case guaranteeing or in effect guaranteeing any Indebtedness, leases, dividends or
other obligations (the “Primary Obligations”) of any other third Person (the “Primary Obligor”) in any
manner, whether directly or indirectly, including any obligation of the Guaranteeing Person, whether or
not contingent, (i) to purchase any such Primary Obligation or any property constituting direct or indirect
security therefor, (ii) to advance or supply funds (1) for the purchase or payment of any such Primary
Obligation or (2) to maintain working capital or equity capital of the Primary Obligor or otherwise to
maintain  the  net  worth  or  solvency  of  the  Primary  Obligor,  (iii)  to  purchase  property,  securities  or
services primarily for the purpose of assuring the owner of any such Primary Obligation of the ability of
the  Primary  Obligor  to  make  payment  of  such  Primary  Obligation  or  (iv)  otherwise  to  assure  or  hold
harmless the owner of any such Primary Obligation against loss in respect thereof; provided, however,
that  the  term  “Guarantee  Obligation”  shall  not  include  endorsements  of  instruments  for  deposit  or
collection  in  the  ordinary  course  of  business.    The  amount  of  any  Guarantee  Obligation  of  any
Guaranteeing Person shall be deemed to be the lower of (a) an amount equal to the stated or determinable
amount of  the  Primary  Obligation  in  respect  of  which  such  Guarantee Obligation is made and (b) the
maximum  amount  for  which  such  Guaranteeing  Person  may  be  liable  pursuant  to  the  terms  of  the
instrument  embodying  such  Guarantee  Obligation,  unless  such  Primary  Obligation  and  the  maximum
amount for which such Guaranteeing Person may be liable are not stated or determinable, in which case
the  amount  of  such  Guarantee  Obligation  shall  be  such  Guaranteeing  Person’s  maximum  reasonably
anticipated liability in respect thereof as determined by the Borrower in good faith.
 “Guarantors”:  the collective reference to Holdings and the Subsidiary Guarantors.
 “Hedge Agreements”:  all interest rate swaps, caps or collar agreements or similar arrangements
dealing with interest rates or currency exchange rates or the exchange of nominal interest obligations,
either generally or under specific contingencies.(a) any and all rate swap transactions, basis swaps, credit
derivative  transactions,  forward  rate  transactions,  commodity  swaps,  commodity  options,  forward
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	commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps
or  options  or  forward  bond  or  forward  bond  price  or  forward  bond  index  transactions,  interest  rate
options,  forward  foreign  exchange  transactions,  cap  transactions,  floor  transactions,  caps  or  collar
transactions,  currency  swap  transactions,  cross-currency  rate swap  transactions,  currency  options, spot
contracts, or any other similar transactions or any combination of any of the foregoing (including any
options to enter into any of the foregoing), whether or not any such transaction is governed by or subject
to  any  master  agreement,  and  (b)  any  and  all  transactions  of  any  kind,  and  the  related  confirmations,
which  are  subject  to  the  terms  and  conditions  of,  or  governed  by,  any  form  of  master  agreement
published  by  the  International  Swaps  and  Derivatives  Association,  Inc.,  any  International  Foreign
Exchange Master Agreement, or any other master agreement (any such master agreement, together with
any  related  schedules,  a “Master  Agreement”),  including  any  such  obligations  or  liabilities  under  any
Master Agreement.
 “Holdings”:  as defined in the preamble hereto, together with any successor thereto.
 “Immaterial Subsidiary”:  at any date of determination, each Subsidiary of the Borrower that,
when aggregated with each other Subsidiary as to which a specified condition in Section 8.1 applies at
such time, does not account for more than 5% of (i) Total Assets at such date or (ii) Consolidated
Operating Cash Flow for the period of four fiscal quarters ending on the date of the most recent
consolidated balance sheet delivered pursuant to Section 6.1(a) or (b).
 “Incremental  Activation  Notice”:    with  respect  to  any  Incremental  Term  Loan,  Replacement
Term  Loan,  Extended  Term  Loan  or  Extended  Revolving  Commitment,  the  agreement  signed  by  the
Borrower (or, in the case of Escrow Incremental Term Loans, the Escrow Borrower), the Administrative
Agent and, in the case of any such agreement providing for Incremental Term Loans, Replacement Term
Loans  or  Extended  Revolving  Commitments,  the  Lenders  providing  such  Incremental  Term  Loans,
Replacement Term Loans or Extended Revolving Commitments, in each case, providing for the terms of
such  Incremental  Term  Loans,  Extended  Term  Loans,  Extended  Revolving  Commitments  or
Replacement Term Loans in accordance with the applicable requirements of Section 2.1(g), (h), (i) or (j).
 “Incremental Closing Date”:  any Business Day designated as such in an Incremental Activation
Notice.
 “Incremental Term A Loans” shall mean Incremental Term Loans incurred following the
Restatement Effective Date in reliance on the proviso to Section 2.1(g)(iii).
 “Incremental Term  Loan”:   any  term  loan  borrowed  following the Restatement Effective Date
pursuant to Section 2.1(g).
 “Incremental  Term  Maturity  Date”:    with  respect  to  the  Incremental  Term  Loans  to  be  made
pursuant  to  any  Incremental  Activation  Notice,  the  final  maturity  date  specified  in  such  Incremental
Activation Notice.
 “Indebtedness”:  of any Person at any date, without duplication,
(a) all indebtedness of such Person for borrowed money,
(b) all  obligations  of  such  Person  for  the  deferred  purchase  price  of  property  or  services
(other  than  (i)  accrued  expenses,  (ii)  any  earnout  or  similar  obligations  so  long  as  such  obligations
remain  contingent  and  (iii)  trade  payables  incurred  in  the  ordinary  course  of  such  Person’s  business,
including,  for  the  avoidance  of  doubt,  vendor-related  financing  arrangements  incurred  in  the  ordinary
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	course of business for goods and services) to the extent not required to be reflected as “long term debt”
on a consolidated balance sheet of such Person prepared in accordance with GAAP,
(c) all  obligations  of  such  Person  evidenced  by  notes,  bonds,  debentures  or  other  similar
instruments,
(d) all  indebtedness  created  or  arising  under  any  conditional  sale  or  other  title  retention
agreement with respect to property acquired by such Person (even though the rights and remedies of the
seller or lender under such agreement in the event of default are limited to repossession or sale of such
property),
(e) all Finance Lease Obligations of such Person,
(f) all  obligations  of  such  Person,  contingent  or  otherwise,  as  an  account  party  under
acceptances, letters of credit, surety bonds or similar arrangements,
(g) the liquidation value of all redeemable preferred Equity Interests of such Person,
(h) all Guarantee Obligations of such Person in respect of obligations of the kind referred to
in clauses (a) through (g) above,
(i) all obligations of the kind referred to in clauses (a) through (h) above secured by (or for
which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any
Lien  on  property (including accounts and contract rights) owned by such Person, whether or not such
Person has assumed or become liable for the payment of such obligation, and
(j) for the purposes of Sections 8.1(e) and (f) only, all obligations of such Person in respect
of Hedge Agreements.
The Indebtedness of any Person shall include, without duplication, the Indebtedness of any other
entity (including any partnership in which such Person is a general partner) to the extent such Person is
liable therefor as a result of such Person’s ownership interest in or other relationship with such entity,
except  to  the  extent  the  terms  of  such  Indebtedness  expressly  provide  that  such  Person  is  not  liable
therefor.    Notwithstanding  the  foregoing,  any  current  or  future  true  up  payment  or  other  payments
required  by  the  terms  of the  Bright  House  Acquisitionany  Partnership  Agreement with  respect  to  the
Bright  House  Acquisition  Transactions shall not constitute Indebtedness.  For the avoidance of doubt,
leases classified as operating leases under ASC 842 shall not constitute Indebtedness.
 “Indebtedness  For  Borrowed  Money” of  any  Person  means,  without  duplication,  (a) all
indebtedness  of  such  Person  for  borrowed  money,  (b) all  indebtedness  of  such  Person  evidenced  by
bonds,  debentures,  notes  or  similar  instruments  and  (c)  all  Guarantee obligations  of such  Person  with
respect to indebtedness of the type described in clauses (a) and (b) above of others. The Indebtedness
For Borrowed Money of any Person shall include the Indebtedness For Borrowed Money of any other
entity (including any partnership in which such Person is a general partner) to the extent such Person is
liable therefor as a result of such Person’s ownership interest in or other contractual relationship with
such entity, except to the extent the terms of such Indebtedness For Borrowed Money provide that such
Person is not liable therefor.
 “Insolvency”:  with respect to any Multiemployer Plan, the condition that such Plan is insolvent
within the meaning of Section 4245 of ERISA.
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	“Insolvent”:  pertaining to a condition of Insolvency.
 “Intellectual Property”:  the collective reference to all rights, title and interests in intellectual
property, whether arising under United States, multinational or foreign laws or otherwise, including
copyrights, copyright licenses, patents, patent licenses, trademarks, trademark licenses, technology,
know-how and processes, and all rights to sue at law or in equity for any infringement or other
impairment thereof, including the right to receive all proceeds and damages therefrom.
 “Intercompany Obligations”:  as defined in the Guarantee and Collateral Agreement.
 “Interest Payment Date”:  (a) as to any ABR Loan (including Swingline Loans), the last Business
Day of each March, June, September and December to occur while such Loan is outstanding and the final
maturity date of such Loan, (b) as to any Eurodollar Rate/SOFR Loan having an Interest Period of three
months or less, the last day of such Interest Period, (c) as to any Eurodollar Rate/SOFR Loan having an
Interest Period longer than three months, each day that is three months, or a whole multiple thereof, after
the first day of such Interest Period and the last day of such Interest Period and (d) as to any Loan (other
than any Revolving Loan that is an ABR Loan and any Swingline Loan), the date of any repayment or
prepayment made in respect thereof.
 “Interest Period”:
(I) as  to  any  Eurodollar  Loan,  (a)  initially,  the  period  commencing  on  the  borrowing  or
conversion date, as the case may be, with respect to such Eurodollar Loan and ending one, two, three, six
or,  if  consented  to  by  (which  consent  shall  not  be  unreasonably  withheld)  each  Lender  holding  the
relevant Class of Loans, twelve months or one week thereafter, as selected by the Borrower in its notice
of borrowing or notice of conversion, as the case may be, given with respect thereto; and (b) thereafter,
each  period  commencing  on  the  last  day  of  the  next  preceding  Interest  Period  applicable  to  such
Eurodollar  Loan  and  ending  one, two, three,  six  or,  if  consented  to  by  (which  consent  shall  not  be
unreasonably withheld) each Lender holding the relevant Class of Loans, twelve months thereafter, as
selected by the Borrower by irrevocable notice to the Administrative Agent not less than three Business
Days prior to the last day of the then current Interest Period with respect thereto; provided that, all of the
foregoing provisions relating to Interest Periods are subject to the following:
(i) if any Interest Period would otherwise end on a day that is not a Business Day,
such Interest Period shall be extended to the next succeeding Business Day unless the result of
such extension would be to carry such Interest Period into another calendar month in which event
such Interest Period shall end on the immediately preceding Business Day;
(ii) the Borrower may not select an Interest Period (x) for any Revolving Loan that
would  extend  beyond  the  Revolving  Termination  Date  for  the  applicable  Revolving
Commitments  or  (y)  for  any  Term  Loans  of  any  Class  that  would  extend  beyond  the  Term
Maturity Date for such Class;
(iii) any Interest Period that begins on the last Business Day of a calendar month (or
on a day for which there is no numerically corresponding day in the calendar month at the end of
such Interest Period) shall end on the last Business Day of a calendar month; and
(iv) the  Borrower  shall  select  Interest  Periods  so  as  not  to  require  a  payment  or
prepayment of any Eurodollar Loan during an Interest Period for such Loan or shall comply with
Section 2.18 in connection with any such payment or prepayment; and
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	(II) as to each Term SOFR Loan, the period commencing on the date such Term SOFR Loan
is disbursed or converted to or continued as a Term SOFR Loan and ending on the date one, three or six
months thereafter, as selected by the Borrower in its Notice of Borrowing, or such other period that is
twelve  months  or  less  requested  by  the  Borrower  and  consented  to  by  (which  consent  shall  not  be
unreasonably  withheld)  all  the  appropriate  Lenders  and  the  Administrative Agent (in  the  case of each
requested Interest Period, subject to availability); provided that:
(i) any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless, in the case of a Term SOFR Loan,
such Business Day falls in another calendar month, in which case such Interest Period shall end
on the next preceding Business Day;
(ii) any  Interest  Period  pertaining  to  a  Term  SOFR  Loan  that  begins  on  the  last
Business Day of a calendar month (or on a day for which there is no numerically corresponding
day in the calendar month at the end of such Interest Period) shall end on the last Business Day
of the calendar month at the end of such Interest Period; and
(iii) no Interest Period shall extend beyond the applicable maturity date.
 “Investment Grade Rating” means a rating equal to or higher than (w) in the case of Moody’s,
Baa3  (or  the  equivalent),  (x)  in  the  case  of  S&P,  BBB—(or  the  equivalent),  (y)  in  the  case  of  Fitch,
BBB—(or the equivalent) and (z) in the case of any other Rating Agency, the equivalent rating by such
Rating  Agency  to  the  ratings  described  in  clauses  (w),  (x)  and  (y).”:  any  advance,  loan,  extension  of
credit (by way of guaranty or otherwise) or capital contribution to, or any purchase of Equity Interests,
bonds,  notes,  debentures  or  other  debt  securities  of,  or  any  assets  constituting  a  significant  part  of  a
business unit of, or any other investment in, any Person.
 “InvestmentsInvestment Grade Rating”: is as defined in Section 7.7.the definition of “Applicable
Margin”.
 “ISP”  means,  with  respect  to  any  Letter  of  Credit,  the  “International  Standby  Practices  1998”
published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as
may be in effect at the time of issuance).
 “Issuing Lender”:  Bank of America, N.A., JPMorgan Chase Bank, N.A. and any other Revolving
Lender that has agreed in its sole discretion to act as an “Issuing Lender” hereunder and that has been
approved  (such  approval  not  to  be  unreasonably  withheld,  conditioned  or  delayed)  in  writing  by  the
Administrative  Agent  as  an  “Issuing  Lender”  hereunder,  in  each  case  in  its  capacity  as  issuer  of  any
Letter of Credit.
 “Joint Lead ArrangersBookrunners”:  the Persons identified on the cover of this Agreement as
 “Joint Lead  Arrangers  and  Joint Bookrunners”  in  their  capacities  as  such  (including  those  entities
identified as such immediately prior to (x) the Amendment No. 1 Effective Date and (y) the Amendment
No. 2 Effective Date).
 “Joint Lead Arrangers”: the Persons identified on the cover of this Agreement as “Joint Lead
Arrangers and Joint Bookrunners” in their capacities as such (including those entities identified as such
immediately prior to (x) the Amendment No. 1 Effective Date and (y) the Amendment No. 2 Effective
Date).
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	“Junior Lien Intercreditor Agreement”:  a customary intercreditor agreement in form reasonably
satisfactory to the Administrative Agent and the Borrower pursuant to which, inter alia, any Lien that is
intended to be subordinated to the Lien securing the Obligations, is so subordinated.
 “KPMG”:  KPMG, LLP.
 “Laws”:  collectively, all international, foreign, Federal, state and local statutes, treaties, rules,
guidelines,  regulations,  ordinances,  codes  and  administrative  or  judicial  precedents  or  authorities,
including the interpretation or administration thereof by any Governmental Authority charged with the
enforcement, interpretation or administration thereof, and all applicable administrative orders, directed
duties,  requests,  licenses,  authorizations  and  permits  of,  and  agreements  with,  any  Governmental
Authority, in each case having the force of law.
 “L/C Commitment”:  $750,000,000.1,000,000,000.
 “L/C Fee Payment Date”:  the last day of each March, June, September and December and the
last Business Day of the Revolving Commitment Period for any Class of Revolving Commitments with
risk participations in Letters of Credit.
 “L/C Obligations”:  at any time, an amount equal to the sum of (a) the aggregate then undrawn
and unexpired amount of the then outstanding Letters of Credit and (b) the aggregate amount of drawings
under Letters of Credit that have not then been reimbursed pursuant to Section 3.5.
 “L/C Participants”:  with respect to any Letter of Credit, the collective reference to all Revolving
Lenders (other than Revolving Lenders solely with Revolving A Commitments) other than the Issuing
Lender that issued such Letter of Credit.
 “Level I Status”: is as defined in the definition of “Applicable Margin”.
 “Level II Status”: is as defined in the definition of “Applicable Margin”.
 “Lender Participation Notice”:  as defined in Section 2.8(b)(iii).
 “Lenders”:  as defined in the preamble hereto.
 “Lender Recipient Party” means collectively, the Lenders, the Swingline Lender and the Issuing
Lenders.
 “Letters of Credit”:  as defined in Section 3.1(a).
 “LIBOR Scheduled Unavailability Date”: as defined in Section 2.14(a)(2)(ii).
 “LIBOR Screen Rate” means the Eurodollar Base Rate quote on the applicable screen page the
Administrative  Agent  designates  to  determine  the  Eurodollar  Base  Rate  (or  such  other  commercially
available source providing such quotations as may be designated by the Administrative Agent from time
to time).
 “LIBOR Successor Rate”:  as defined in Section 2.14.2.14(a).
 “LIBOR  Successor  Rate  Conforming  Changes”  means,  with  respect  to  any  proposed  LIBOR
Successor  Rate,  any  conforming  changes  to  the  definition  of  Interest  Period,  timing  and  frequency  of
determining rates and making payments of interest and other administrative matters agreed to between
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	the Administrative Agent and the Borrower , to reflect the adoption of such LIBOR Successor Rate and
to  permit  the  administration  thereof  by  the  Administrative  Agent  in  a  manner  substantially  consistent
with  market  practice  (or, if  the  Administrative  Agent  determines that  adoption  of  any  portion  of such
market practice is not administratively feasible or that no market practice for the administration of such
LIBOR  Successor  Rate  exists,  in  such  other  manner  of  administration  as  the  Administrative  Agent
reasonably determines in consultation with the Borrower).
 “License”:  as to any Person, any license, permit, certificate of need, authorization, certification,
accreditation, franchise, approval, or grant of rights by any Governmental Authority or other Person
necessary or appropriate for such Person to own, maintain, or operate its business or property, including
FCC Licenses and CATV Franchises.
 “Lien”:    any mortgage,  pledge, hypothecation,  assignment, deposit arrangement, encumbrance,
lien  (statutory  or  other),  charge  or  other  security  interest  or  any  preference,  priority  or  other  security
agreement or preferential arrangement of any kind or nature whatsoever (including any conditional sale
or other title retention agreement and any finance lease having substantially the same economic effect as
any of the foregoing).
 “Limited Condition Acquisition”:  any acquisition, including by way of merger, by the Borrower
or one or more of its Subsidiaries permitted pursuant to this Agreement the consummation of which is
not conditioned upon the availability of, or on obtaining, third party financing.
 “Loan”:  any loan made or held by any Lender pursuant to this Agreement.
 “Loan Documents”:  this Agreement, each Incremental Activation Notice (but, in the case of an
Incremental Activation Notice with respect to Escrow Incremental Term Loans, solely from and after the
occurrence  of  the  Escrow  Assumption  with  respect  to  such  Escrow  Incremental  Term  Loans),  the
Guarantee  and  Collateral  Agreement,  the  Notes,  the  Restatement  Agreement,  Amendment  No. 11,
Amendment No. 2 and any other agreements, documents or instruments to which any Loan Party is party
and which is designated as a Loan Document.
 “Loan Parties”:  Holdings, the Borrower and each Subsidiary of the Borrower that is a party to a
Loan Document.
 “Majority Facility Lenders”:  with respect to (i) the Revolving Facility, Lenders holding more
than 50% of the Total Revolving Extensions of Credit (or prior to any termination of the Total Revolving
Commitments, the holders of more than 50% of the Total Revolving Commitments) and (ii) any Class of
Term Loans, Lenders holding more than 50% of such Class of Term Loans.
 “Management Fee Agreement”:  the Second Amended and Restated Management Agreement
dated as of May 18, 2016 between the Borrower and CCI, as may be further amended from time to time
in a manner not prohibited by this Agreement.
 “Material Acquisition”: has the meaning set forth in Section 1.2(f).
 “Material Adverse Effect”:  a material adverse effect on (a) the business, property, operations or
condition (financial or otherwise) of the Borrower and its Subsidiaries taken as a whole or (b) the validity
or enforceability of any material provision of this Agreement or any of the other Loan Documents or the
rights or remedies of the Administrative Agent or the Lenders hereunder or thereunder.
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	“Material Information” shall mean information that is “material” as such term is used in United
States Federal and state securities laws.Disposition”: has the meaning set forth in Section 1.2(f).
 “Materials of Environmental Concern”:  any gasoline or petroleum (including crude oil or any
fraction thereof) or petroleum products or any hazardous or toxic substances, materials or wastes defined
or regulated as such in or under any Environmental Law, including asbestos, polychlorinated biphenyls
and urea-formaldehyde insulation.
 “Maximum Tender Condition”:  as defined in Section 2.23(b).
 “Minimum Tender Condition”:  as defined in Section 2.23(b).
 “Multiemployer Plan”:  a Plan that is a multiemployer plan as defined in Section 4001(a)(3) of
ERISA.
 “Net Cash Proceeds”:  (a) in connection with any Asset Sale or any Recovery Event, the
proceeds thereof in the form of cash and Cash Equivalents (including any such proceeds received by way
of deferred payment of principal pursuant to a note or installment receivable or purchase price
adjustment receivable or otherwise, but only as and when received), net of attorneys’ fees, accountants’
fees, investment banking fees and consultants’ fees (in each case, including costs and disbursements),
amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted
hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien
pursuant to the Guarantee and Collateral Agreement or Liens that are subject to a First Lien Intercreditor
Agreement or a Junior Lien Intercreditor Agreement) and other customary fees and expenses actually
incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result
thereof (after taking into account any available tax credits or deductions and any tax sharing
arrangements) and (b) in connection with any issuance or sale of Equity Interests or any incurrence of
Indebtedness, the cash proceeds received from such issuance or incurrence, net of attorneys’ fees,
investment banking fees, accountants’ fees, underwriting discounts and commissions and other
customary fees and expenses actually incurred in connection therewith.
 “New York UCC”:  the Uniform Commercial Code as from time to time in effect in the State of
New York.
 “Non-Excluded Taxes”:  as defined in Section 2.17(a).
 “Non-Facility  Letters  of  Credit”: as  defined  in  the  Guarantee  and  Collateral  Agreement.any
letters of credit issued for the account of the Borrower or any of its Subsidiaries (i) by any Lender (or any
Affiliate of any Lender) obtained other than pursuant to this Agreement or (ii) by any other Person from
time  to  time  designated  by  the  Borrower  in  writing  to  the  Administrative  Agent  (provided  that  it  is
understood and agreed that each Person designated pursuant to this clause (ii), by accepting the benefits
of such designation under the Loan Documents, shall be deemed to (x) have irrevocably designated and
appointed the Administrative Agent as the agent and “collateral agent” of such Person for all purposes
under the applicable Loan Documents and (b) be bound by the provisions of Sections 9, 10.2, 10.5, 10.11
and 10.12 of this Agreement).
 “Non-Recourse Subsidiary”:  any Subsidiary of the Borrower that subsequent to the Restatement
Effective  Date  is  designated  in  writing  as  a  Non-Recourse  Subsidiary  by  the  Borrower  pursuant  to  a
certificate  signed  by  a  Responsible  Officer  of  the  Borrower  to  the  Administrative  Agent  (which
certificate shall state that the conditions to designating such Subsidiary as a Non-Recourse Subsidiary set
forth in this definition are satisfied) unless and until it has subsequently  been designated in writing as a
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	“Subsidiary” by the Borrower pursuant to a certificate signed by a Responsible Officer of the Borrower
to  the  Administrative  Agent  (which  certificate  shall  state  that  the  conditions  to  designating  such
Non-Recourse Subsidiary as a “Subsidiary” set forth in this definition are satisfied).  The Borrower may
designate a Subsidiary as a Non-Recourse Subsidiary only if, after giving effect thereto, (x) no Default or
Event  of  Default  would  occur  and,  (y)  the  Borrower  and  its  Subsidiaries  are  in  compliance  with  the
Non-Recourse Subsidiary Cap and (z) such Subsidiary does not own any Equity Interests of any other
Subsidiary  of  the  Borrower  (other  than  another  Non-Recourse  Subsidiary).      The  designation  of  a
Subsidiary  as  a  Non-Recourse  Subsidiary  shall  be  deemed  to  be  an  Investment  by  the  Borrower  in  a
Person  that is not a  Subsidiary  in  an  amount  equal to  the  fair  market  value  of  the  Borrower’s and its
Subsidiaries  Investments  in  such  Subsidiary  at  the  time  of  such  designation.      The  Borrower  may
designate a Non-Recourse Subsidiary as a Subsidiary only if, after giving effect thereto, no Default or
Event of Default would occur.  The designation of a Non-Recourse Subsidiary as a Subsidiary shall be
deemed to be a return of Investment to the Borrower equal to the fair market value of the Non-Recourse
Subsidiary  so  designated  as  Subsidiary  at  the  time  of  such  designation.        It  is  understood  that
Non-Recourse  Subsidiaries  shall  be  disregarded  for  the  purposes  of  any  calculation  pursuant  to  this
Agreement  relating  to  financial  matters  with  respect  to  the  Borrower  (other  than  the  Non-Recourse
Subsidiary Cap).
 “Non-Recourse  Subsidiary  Cap”:  as  of  the  last  day  of  any  Test  Period,  Non-Recourse
Subsidiaries  shall  not  account  for  greater  than  (x)  20%  of  the  total  assets  of  the  Borrower  and  its
Subsidiaries calculated in accordance with GAAP on a consolidated basis as of such date or (y) 20% of
Consolidated  Operating  Cash  Flow,  calculated  in  the  case  of  this  clause  (y)  (and  notwithstanding
anything  in  the  definition  thereof  to  the  contrary  including  any  exclusion  of  financial  results  of  a
Non-Recourse Subsidiary) with respect to the Borrower and its Subsidiaries on a consolidated basis, as of
such date.
 “Non-U.S. Lender”:  as defined in Section 2.17(d).
 “Notes”:  the collective reference to any promissory note evidencing Loans.
 “Notice of Borrowing”:  an irrevocable notice of borrowing, substantially in the form of Exhibit
E  or  such  other  form  as  may  be  approved  by  the  Administrative  Agent    (including  any  form  on  an
electronic platform or electronic transmission system as shall be approved by the Administrative Agent),
appropriately  completed  and  signed  by  a  Responsible  Officer  of  the  Borrower,  to  be  delivered  in
connection with each extension of credit hereunder.
 “Obligations”:  as defined in the Guarantee and Collateral Agreement.
 “Offered Loans”:  as defined in Section 2.8(b)(iii)
 “Offered Prepayment Option Notice”:  as defined in Section 2.8(b)(v).
 “Offered Range”:  as defined in Section 2.8(b)(ii).
 “Offered Voluntary Prepayment”:  as defined in Section 2.8(b)(i).
 “Offered Voluntary Prepayment Notice”:  as defined in Section 2.8(b)(v).
 “Other Taxes”:  any and all present or future stamp or documentary taxes or any other excise or
property taxes, charges or similar levies arising from any payment made hereunder or from the execution,
delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan Document,
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	except any such taxes that are imposed with respect to an assignment (other than an assignment pursuant
to Section 2.20) and which are a result of a present or former connection between such Lender and the
jurisdiction  of  the Governmental Authority imposing such tax (other than any such connection arising
solely from such Lender having executed, delivered or performed its obligations or received a payment
under, received or perfected a security interest under, engaged in any other transaction pursuant to, or
enforced, this Agreement or any other Loan Document).
 “Participant”:  as defined in Section 10.6(c)(i).
 “Partnership Agreements”:
(i) the  Bright  House  Acquisition  Agreement  and  those  documents  listed  in  the
definition of “Transaction Agreements” as set forth in the Bright House Acquisition Agreement,
(ii) the  Tax  Receivables  Agreement,  dated  as  May  18,  2016,  by  and  among
Advance/Newhouse  Partnership,  CCI  and  CCH  II,  LLC,  as  such  agreement  may  be  amended
from time to time in accordance with its terms,
(iii) the  Amended  and  Restated  Limited  Liability  Company  Agreement  of  Charter
Holdings,  by  and  among  CCI,  the  other  Charter  Member  (as  defined  therein),
Advance/Newhouse Partnership and CCH, dated as of May 18, 2016, as such agreement may be
amended from time to time in accordance with its terms and
(iv) similar  partnership  agreements  (as  determined  by  the  Borrower  in  good  faith)
entered into from time to time by direct or indirect parent entities of the Borrower.
 “PBGC”:  the Pension Benefit Guaranty Corporation established pursuant to Subtitle A of Title
IV of ERISA (or any successor).
 “Permitted Debt Exchange”:  as defined in Section 2.23(a).
 “Permitted Debt Exchange Notes”:  as defined in Section 2.23(a).
 “Permitted Debt Exchange Offer”:  as defined in Section 2.23(a).
 “Permitted Line of Business”:  as defined in Section 7.14(a).
 “Permitted Securitization Financing”:  any financing arrangement or factoring of Securitization
Assets by the Borrower or any Subsidiary or any securitization facility of any Securitization Subsidiary
of  the  Borrower,  in  each  case,  the  obligations  of  which  are  non-recourse  (except  for  Standard
Securitization  Undertakings)  to  the  Borrower  or  any  Subsidiary  (other  than  any  Securitization
Subsidiary) in connection therewith.
 “Permitted Tax Payment”:  (i) income taxes, franchise taxes, gross receipts taxes, withholding
taxes and other similar taxes and governmental charges (including estimated installments thereof), in
each case calculated with respect to the taxable income, assets, capital or other relevant characteristics of
the Qualified Parent Companies, the Borrower and its Subsidiaries, or any portion thereof (such taxable
income, assets or other relevant characteristics, the “Tax Calculation Base”), (ii) any penalties, interest
and additions to tax with respect to amounts described in clause (i), and (iii) any obligation of the
Borrower, any Subsidiary or any Qualified Parent Company to pay or distribute an amount determined by
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	reference to the Tax Calculation Base or any amount described in clause (ii), in each case as determined
by the Borrower in good faith.
 “Person”:  an individual, partnership, corporation, limited liability company, business trust, joint
stock company, trust, unincorporated association, joint venture, Governmental Authority or other entity
of whatever nature.
 “Plan”:  at a particular time, any employee benefit plan that is covered by Title IV of ERISA and
in respect of which a Loan Party or a Commonly Controlled Entity is (or, if such plan were terminated at
such time, would under Section 4069 of ERISA be deemed to be) an “employer” as defined in Section
3(5) of ERISA.
 “Platform”:  as defined in Section 6.1.
 “Pole  Agreement”:    any  pole  attachment  agreement  or  underground  conduit  use  agreement
entered into in connection with the operation of any CATV Systemcable distribution system owned or
acquired by the Borrower or any of its Subsidiaries which receives audio, video, digital, other broadcast
signals  or  information  or  telecommunications  by  cable,  optical,  antennae,  microwave  or  satellite
transmission and which amplifies and transmits such signals to customers of the Borrower or any of its
Subsidiaries.
 “Pre-Existing  Debt”:    any  Indebtedness  issued  by  any  Person  that  subsequently  becomes  a
Guarantor.
 “Prime  Rate”:    the  rate  of  interest  per  annum  publicly  announced  from  time  to  time  by  the
Administrative Agent as its prime rate in effect at its principal office in New York City (the Prime Rate
not being intended to be the lowest rate of interest charged by the Administrative Agent in connection
with extensions of credit to debtors).
 “Properties”:  as defined in Section 4.17(a).
 “Proposed Offered Prepayment Amount”:  as defined in Section 2.8(b)(ii).
 “PTE” means a prohibited transaction class exemption issued by the U.S. Department of Labor,
as any such exemption may be amended from time to time.
 “QPC Indentures”:  any indenture or other agreement governing Indebtedness of a Qualified
Parent Company outstanding on the Restatement Effective Date.
 “Qualified Counterparty” means each Person (other than the Borrower or any of its Subsidiaries)
that is party to a Specified Hedge Agreement described in clause (iii) of the definition thereof on the
Restatement Effective Date and each such Person’s respective successors.
 “Qualified Indebtedness”:  any Indebtedness or preferred Equity Interests of a Qualified Parent
Company (a) which is not held by any member of the Charter Group and (b) to the extent that the Net
Cash Proceeds thereof, if any, are or were used for the (i) payment of interest of or principal or dividends
or redemption of such Equity Interests (or premium) on any Qualified Indebtedness (including (A) by
way of a tender, redemption or prepayment of such Qualified Indebtedness and (B) amounts set aside to
prefund any such payment), (ii) direct or indirect Investment in the Borrower or any of its Subsidiaries
engaged substantially in businesses of the type described in Section 7.14(a), (iii) payment of management
fees (to the extent the Borrower would be permitted to pay such fees under Section 7.8(c)), (iv) payment
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	of amounts that would be permitted to be paid by way of a Restricted Payment under Section 7.6(g)
(including the expenses of any exchange transaction) or (v) payment of amounts required to acquire
assets all or substantially all of which were contributed to the capital of the Borrower or any of its
Subsidiaries for use in a Permitted Line of Business; provided that to the extent (A) any Indebtedness of
a Qualified Parent Company is issued in exchange for or in payment of interest or dividends on Qualified
Indebtedness or (B) any assets are acquired in any acquisition by a Qualified Parent Company referred to
in clause (v) are contributed to the capital of the Borrower or any Subsidiary, the “Net Cash Proceeds” of
such Indebtedness issued, or any Indebtedness assumed by such Qualified Parent Company in connection
with such acquisition, shall be deemed to have been applied to pay the principal or interest or dividends
on Qualified Indebtedness or to acquire such assets for purposes of such requirement, as the case may be.
For purposes of this definition, all Indebtedness of a Qualified Parent Company outstanding on the
Restatement Effective Date shall be deemed to be Qualified Indebtedness.
 “Qualified  Parent  Company”:    CCI  or  any  of  its  direct  or  indirect  Subsidiaries,  in  each  case
provided that the Borrower shall be a direct or indirect Subsidiary of such Person.
 “Qualifying Lenders”:  as defined in Section 2.8(b)(iv).
 “Qualifying Loans”:  as defined in Section 2.8(b)(iv).
 “Rating Agencies” means (1) each of Moody’s, S&P and Fitch; and (2) if any of Moody’s, S&P
or Fitch ceases to provide a rating or fails to make a rating of CCI publicly available for reasons outside
of  CCI’s  control,  a  “nationally  recognized  statistical  rating  organization”  within  the  meaning  of  Rule
15c3-1(c)(2)(vi)(F) under the Exchange Act, as amended, selected by CCI (as certified by a resolution of
CCI’s Board of Directors) as a replacement agency for Moody’s, S&P or Fitch, or all, as the case may be,
that is reasonably acceptable to the Administrative Agent.
 “Ratings Decline Period” means the period that (i) begins on the earlier of (a) the date of the first
public announcement of the occurrence of a transaction that, if consummated, would constitute a Change
of  Control  and  (b)  the  occurrence  of  such  Change  of  Control  and  (ii)  ends  90  days  following
consummation of such Change of Control; provided that such period shall be extended for so long as the
rating  of  the  Ratings  Entity,  as  noted  by  the  applicable  Rating  Agency,  is  under  publicly  announced
consideration for downgrade by the applicable Rating Agency.
 “Ratings Entity” means (i) for so long as CCI (or the other relevant entity to which the “corporate
family rating” (or equivalent term) applicable to the Borrower has been assigned) directly or indirectly
owns  a  majority  of  the  common  Equity  Interests  of  the  Borrower  and  has  not  publicly  announced  a
specific transaction pursuant to which CCI (or such other entity specified above) would cease to own a
majority of the common Equity Interests of the Borrower, CCI (or such other entity specified above) and
(ii) at any time that clause (i) does not apply, any Person whose “corporate family rating” (or equivalent
term)  is  (or  following  the  consummation  of  a  transaction  described  in  clause  (i),  will  be)  determined
based expressly in whole or part on the fact that the Borrower is part of such Person’s “corporate family
rating” (or equivalent term).
 “Ratings Event” means any of the following:
(i) (x) (A) in the event that the Ratings Entity is the same both before and after the
commencement  of  the  applicable  Ratings  Decline  Period,  a  downgrade  by  one  or  more
gradations (including gradations within ratings categories as well as between rating categories)
or withdrawal of the “corporate family rating” (or equivalent term) of the Ratings Entity within
the  Ratings  Decline  Period  by  one  or  more  Rating  Agencies  (unless  the  applicable  Rating
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	Agency  shall  have  put  forth  a  written  statement  to  the  effect  that  such  downgrade  is  not
attributable in whole or in part to the applicable Change of Control) or (B) in the event that the
Ratings Entity immediately after the commencement of the applicable Ratings Decline Period is
a Person other than the Ratings Entity immediately prior to the commencement of such Ratings
Decline Period, such Ratings Entity has a “corporate family rating” (or equivalent term) lower
than the “corporate family rating” (or equivalent term) of the Ratings Entity immediately prior to
the commencement of such Ratings Decline Period and (y) following any such downgrade, the
Ratings  Entity  does  not  have  a  “corporate  family  rating”  (or  equivalent  term)  that  is  an
Investment Grade Rating from any Rating Agency; or
(ii) the Ratings Entity does not have a “corporate family rating” (or equivalent term)
of  at least  B1  from Moody’s and at least B+ from S&P and B+ from Fitch (or the equivalent
ratings in the case of any other Rating Agency), in each case, with a stable or positive outlook, at
the time of the applicable Change of Control or at any time thereafter until the termination of the
applicable Ratings Decline Period; or
(iii) the  Ratings  Entity  does  not  have  a  “corporate  family  rating”  (or  equivalent
rating) from at least two Ratings Agencies at the time of the applicable Change of Control or at
any time thereafter until the termination of the applicable Ratings Decline Period.
 “Recovery Event”:  any settlement of or payment, or series of related settlements or payments, in
respect of any property or casualty insurance claim or any condemnation proceeding relating to any asset
of the Borrower or any of its Subsidiaries that yields gross cash proceeds to the Borrower or any of its
Subsidiaries in excess of $100,000,000.
 “Refinancing First Lien Notes”:  any First Lien Notes which have been designated in writing by
the Borrower to the Administrative Agent prior to the issuance thereof as “Refinancing First Lien Notes.”
 “Refinancing  Term  Loan”:    any  Incremental  Term  Loan  that  is  designated  as  a  “Refinancing
Term Loan” pursuant to the applicable Incremental Activation Notice.
 “Refunded Swingline Loans”:  as defined in Section 2.5(b).
 “Register”:  as defined in Section 10.6(b)(iv).
 “Regulated Subsidiary”:  any Subsidiary that is prohibited, in connection with telephony licenses
issued to it, from becoming a Loan Party by reason of the requirement of consent from any Governmental
Authority,  but  only  for  so  long  as  such  consent  has  not  been  obtained; provided,  that,  until  such
Subsidiary becomes a Loan Party and all of the Equity Interests of such Subsidiary owned by any Loan
Party is pledged as Collateral, (a) such Subsidiary owns no assets other than (i) governmental licenses to
operate a telephony business and leases of infrastructure necessary to operate such licenses and (ii) other
assets (held either directly or through any Subsidiary or other Equity Interests) with an aggregate value
not  exceeding  $1,000,000  and  (b)  the  Borrower  shall  not  directly  own  any  Equity  Interests  in  such
Subsidiary unless all such Equity Interests have been pledged as Collateral.
 “Regulation U”:  Regulation U of the Board as in effect from time to time.
 “Reimbursement Obligation”:  the obligation of the Borrower to reimburse the relevant Issuing
Lender pursuant to Section 3.5 for amounts drawn under Letters of Credit.
 “Reinvestment Deadline”:  as defined in the definition of “Reinvestment Proceeds”.
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	“Reinvestment Deferred Amount”:  as of any date of determination, with respect to any
Reinvestment Proceeds, the portion thereof that are not applied to prepay the Term Loans pursuant to
Section 2.9(a), as such amount may be reduced from time to time by application of such Reinvestment
Proceeds to acquire assets useful in the Borrower’s business.
 “Reinvestment Prepayment Amount”:  with respect to any Reinvestment Proceeds, the
Reinvestment Deferred Amount relating thereto then outstanding on the Reinvestment Prepayment Date.
 “Reinvestment Prepayment Date”:  with respect to any Reinvestment Proceeds, the earliest of (a)
the relevant Reinvestment Deadline, (b) the date on which the Borrower shall have determined not to, or
shall have otherwise ceased to, acquire assets useful in the Borrower’s business with all or any portion of
the relevant Reinvestment Deferred Amount, and (c) the date on which an Event of Default under Section
8.1(a) or 8.1(g) occurs.
 “Reinvestment Proceeds”:  with respect to any Allocated Proceeds received when no Event of
Default has occurred and is continuing, the portion thereof which the Borrower (directly or indirectly
through a Subsidiary) intends and expects to use to acquire assets useful in its business, on or prior to the
earlier of (a) the date that is eighteen months from the date of receipt of such Allocated Proceeds and (b)
the Business Day immediately preceding the date on which such proceeds would be required to be
applied, or to be offered to be applied, to prepay, redeem or defease any Indebtedness of the Borrower or
any of its Affiliates (other than Indebtedness under this Agreement) if not applied as described above
(such earlier date, the “Reinvestment Deadline”), provided that such use will not require purchases,
repurchases, redemptions or prepayments (or offers to make purchases, repurchases, redemptions or
prepayments) of any other Indebtedness of the Borrower or any of its Affiliates.
 “Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners,
directors,  officers,  employees,  agents,  trustees  and  advisors  of  such  Person  and  of  such  Person’s
Affiliates.
 “Release”: an authorization and/or evidence of release of specified Collateral, substantially in the
form of Exhibit F.
 “Replacement Term Loan”:  any term loan borrowed following the Restatement Effective Date
pursuant to Section 2.1(j).
 “Replacement Term Maturity Date”:  with respect to the Replacement Term Loans to be made
pursuant  to  any  Incremental  Activation  Notice,  the  final  maturity  date  specified  in  such  Incremental
Activation Notice.
 “Reportable Event”:  any of the events set forth in Section 4043(c) of ERISA, other than those
events as to which the thirty day notice period is waived under applicable regulations.
 “Repricing  Transaction”:  (a)  except  in  connection  with  a  transaction  constituting a  Change  of
Control or Material Acquisition, the incurrence by the Borrower of any term loans (including, without
limitation, any new or additional term loans under this Agreement) having an Effective Yield that is less
than the Effective Yield for the Term B-1 Loans or Term B-2 Loans, the proceeds of which are used to
prepay (or, in the case of a conversion, deemed to prepay or replace), in whole or in part, outstanding
principal of Term B-1 Loans and/or Term B-2 Loans or (b) any effective reduction in the Effective Yield
for the Term B-1 Loans or Term B-2 Loans by way of amendment of this Agreement.
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	“Required Lenders”:  at any time, the holders of more than 50% of the sum of (a) the aggregate
unpaid principal amount of the Term Loans then outstanding and (b) the Total Revolving Commitments
then in effect or, if the Total Revolving Commitments shall have expired or been terminated, the Total
Revolving  Extensions  of  Credit  then  outstanding;  provided  that  this  definition  is  subject  to  Section
2.14(b).
 “Requirement of Law”:  as to any Person, the Certificatecertificate of Incorporationincorporation
and By-Lawsbylaws or other organizational or governing documents of such Person, and any law, treaty,
rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each
case applicable to or binding upon such Person or any of its property or to which such Person or any of
its property is subject.
 “Rescindable Amount” has the meaning as defined in Section 2.12(b)(ii)
 “Resolution  Authority”  means  an  EEA  Resolution  Authority  or,  with  respect  to  any  UK
Financial Institution, a UK Resolution Authority.
 “Responsible  Officer”:    the  chief  executive  officer,  president  or  chief  financial  officer  of  the
Borrower, but in any event, with respect to financial matters, any of the, chief financial officer, principal
accounting  officer,  senior  vice  president  – strategic  planning,  vice  president –corporate  finance  and
corporatedevelopment, treasurer or any other financial officer of the Borrower, or any other officer or
employee of the applicable Loan Party designated in or pursuant to an agreement between the applicable
Loan Party and the Administrative Agent.
 “Restatement  Agreement”:    the  Restatement  Agreement,  dated  as  of  April  26,  2019,  by  and
among the Loan Parties, the Administrative Agent and the other parties thereto.
 “Restatement Effective Date”:  as defined in the Restatement Agreement.
 “Restricted Payments”:  as defined in Section 7.6.
 “Revolving A Commitment”:  as to any Revolving Lender, the obligation of such Lender to make
Revolving Loans in an aggregate principal amount not to exceed the amount set forth opposite such
Lender’s name under the heading “Revolving A Commitment” on Schedule 1 to Amendment No. 1, in
each case as the same may be changed from time to time pursuant to the terms hereof (including as a
result of any Assignment and Assumption to which such Lender is a party or the establishment of any
Extended Revolving Commitments).  The aggregate amount of the Revolving A Commitments on the
Amendment No. 1 Effective Date is $248,500,000.
 “Revolving B Commitment”:  as to any Revolving Lender, the obligation of such Lender to make
Revolving  Loans  and  participate  in  Swingline  Loans  and  Letters  of  Credit  in  an  aggregate  principal
and/or face amount not to exceed the amount set forth opposite such Lender’s name under the heading
 “Revolving B Commitment” on Schedule 1 to the Amendment No. 1,2, in each case as the same may be
changed  from  time  to  time pursuant to the  terms  hereof  (including as  a  result  of any Assignment and
Assumption  to  which  such  Lender  is  a  party  or  the  establishment  of  any  Extended  Revolving
Commitments).    The  aggregate  amount  of  the  Revolving  B  Commitments  on  the  Amendment  No. 12
Effective Date is $4,501,500,000.5,500,000,000.
 “Revolving  Commitment”:    as  to  any  Revolving  Lender,  such  Lender’s  Revolving  A
Commitment, Revolving B Commitment and/or Extended Revolving Commitment, as applicable in each
case as the same may be changed from time to time pursuant to the terms hereof (including as a result of
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	any Assignment and Assumption to which such Lender is a party or the establishment of any Extended
Revolving Commitments).
 “Revolving Commitment Cap”:  the greater of (x) $4,750,000,000 and (y) 0.5x Annualized
Operating Cash Flow calculated in the manner contemplated by Section 1.2(f) as if any Material
Acquisition or Material Disposition made prior to or concurrently with the incurrence of such
Indebtedness was incurred on the first day of the applicable Test Period for the most recent fiscal quarter
for which financial statements have been delivered pursuant to Section 6.1(a) or (b); provided that to the
extent any Revolving Commitment was permitted by clause (y) at the time it was incurred, it shall be
deemed to be permitted at all times thereafter regardless of any subsequent decrease in Annualized
Operating Cash Flow.
 “Revolving Commitment Period”: with respect to any Revolving Commitment, the period ending
on the Revolving Termination Date for such Revolving Commitment.
 “Revolving Extensions of Credit”:  as to any Revolving Lender at any time under any Class of
Revolving  Commitments,  an  amount  equal  to  the  sum  of  (a)  the  aggregate  principal  amount  of  all
Revolving  Loans  held  by  such  Lender  then  outstanding  made  pursuant  to  such  Class  of  Revolving
Commitments, (b) such Lender’s Revolving Percentage of the L/C Obligations in respect of each Letter
of Credit then outstanding pursuant to such Revolving Commitments and (c) such Lender’s Revolving
Percentage of the aggregate principal amount of Swingline Loans then outstanding under such Revolving
Commitments.
 “Revolving Facility”: the Revolving Commitments and the Revolving Extensions of Credit.
 “Revolving  Lender”:   each  Lender that  has a  Revolving  Commitment  or that  holds  Revolving
Loans or is an Issuing Lender or Swingline Lender.
 “Revolving Loans”:  as defined in Section 2.1(e).
 “Revolving Percentage”:  as to any Revolving Lender with any Class of Revolving Commitments
at any time, the percentage which such Lender’s Revolving Commitment of such Class then constitutes
of the aggregate Revolving Commitments of such Class (or, at any time after the aggregate Revolving
Commitments  of  such  Class  shall  have  expired  or  terminated,  the  percentage  which  the  aggregate
outstanding  amount  of  such  Lender’s  Revolving  Extensions  of  Credit  under  such  Class  of  Revolving
Commitments  then  outstanding  constitutes  of  the  aggregate  outstanding  amount  of  the  Revolving
Extensions  of  Credit  made  pursuant  to  such  Class  of  Revolving  Commitments  then  outstanding);
provided that with respect to participations in Letters of Credit and Swingline Loans and fees and interest
thereon, the Revolving Percentages shall be calculated (i) assuming that no Revolving A Commitments
were  outstanding  and  (ii) treating  all other Revolving  Commitments  as  a  single  Class  of  Revolving
Commitments.     In addition  to  adjustments pursuant to assignments, the Revolving Percentages of the
Revolving Lenders shall be subject to adjustment (i) on each Revolving Termination Date (other than the
Revolving Termination Dates solely with respect to the Revolving A Commitments), (ii) with respect to
participations in Letters of Credit and Swingline Loans, as contemplated by Section 2.21, (iii) on each
date on which Extended Revolving Commitments are established; provided that if any Letter of Credit (a
 “Later Expiring Letter of Credit”) is at any time issued and outstanding with an expiration date that is
after  any  Revolving  Termination  Date  for  any  then  outstanding  Revolving  Commitment  (other  than  a
Revolving  A  Commitment),  then  the  Revolving  Percentage of  each  Revolving Lender  for purposes  of
calculating its Revolving Percentage of any L/C Obligations in respect of each Later Expiring Letter of
Credit shall be recomputed by assuming that each Revolving Commitment with a Revolving Termination
Date that is on or prior to the expiration date of such Later Expiring Letter of Credit had been terminated.
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	“Revolving Termination Date”:  (i) with respect to any Revolving A Commitment in effect on the
Amendment No. 1 Effective Date, March 31, 2023, (ii) with respect to any Revolving B Commitment in
effect  on  the  Amendment  No. 12  Effective  Date, February  1,  2025,August  31,  2027,  and  (iiiii)  with
respect to any Extended Revolving Commitment established following the Amendment No. 12 Effective
Date, the date specified as such in the applicable Incremental Activation Notice.
 “Scheduled Unavailability NoticeDate”:  as defined in Section 2.13.2.14(c)(2).
 “SEC”:    the  Securities  and  Exchange  Commission,  any  successor  thereto  and  any  analogous
Governmental Authority.
 “Secured Parties”:  as defined in the Guarantee and Collateral Agreement.
 “Securities Act” means the Securities Act of 1933.
 “Securitization”:    a  public  or  private  offering  by  a  Lender  or  any  of  its  Affiliates  or  their
respective successors and assigns, of securities which represent an interest in, or which are collateralized,
in whole or in part, by the Loans.
 “Securitization  Assets”  means  accounts  receivable,  loans,  mortgages,  royalties,  other  rights  to
payment,  supporting  obligations  therefor,  proceeds  therefrom  and  other  related  assets  customarily
disposed  of  or  pledged  in  connection  with  non-recourse  receivables  financings  or  factorings  or
securitization facilities (as determined in good faith by the Borrower).
 “Securitization  Subsidiary”  means  any  Subsidiary  formed  by  the  Borrower  or  any  of  its other
Subsidiaries  solely  for  purposes  of  consummating  any  Permitted  Securitization  Financing  and  which
holds no material assets other than Securitization Assets and which is engaged in no material activities
other than those related to such Permitted Securitization Financing.
 “Series”:  Incremental Term Loans, Extended Term Loans and/or Replacement Term Loans, as
applicable, that are established pursuant to a single Incremental Activation Notice and provide for the
same  terms  unless  such  Incremental  Activation  Notice  provides  that  such  Incremental  Term  Loans,
Extended Term Loans and/or Replacement Term Loans shall be a part of a previously established Class
of Term Loans.
 “Shell Subsidiary”:  any Subsidiary of the Borrower that is a “shell” company having (a) assets
(either  directly  or  through  any  Subsidiary  or  other  Equity  Interests)  with  an  aggregate  value  not
exceeding $1,000,0005,000,000 and (b) no operations.
 “Significant  Subsidiary”:  (a)  any  Wholly  Owned  Subsidiary  (or  group  of  Wholly  Owned
Subsidiaries,  when  taken  together),  that  would  be  considered  a “Significant  Subsidiary”  as  defined  in
Rule  1-02(w)  of  Regulation  S-X  under  the  Securities  Act  and  (b)  in  addition,  with  respect  to  the
Borrower, Charter Communications Operating Capital Corp., a Delaware corporation.
 “Single  Employer  Plan”:    any  Plan  that  is  covered  by  Title  IV  of  ERISA,  but  that  is  not  a
Multiemployer Plan.
 “SOFR”: means the Secured Overnight Financing Rate as administered by the Federal Reserve
Bank of New York (or a successor administrator).
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	“Solvent”:  when used with respect to any Person, means that, as of any date of determination,
(a)  the  amount  of  the  “present  fair  saleable  value”  of  the  assets  of such  Person  will, as of  such  date,
exceed the amount of all “liabilities of such Person, contingent or otherwise”, as of such date, as such
quoted  terms  are  determined  in  accordance  with  applicable  federal  and  state  laws  governing
determinations  of  the  insolvency  of  debtors,  (b)  the  present  fair  saleable  value  of  the  assets  of  such
Person will, as of such date, be greater than the amount that will be required to pay the liability of such
Person on its debts as such debts become absolute and matured, (c) such Person will not have, as of such
date, an unreasonably small amount of capital with which to conduct its business, and (d) such Person
will be able to pay its debts as they mature.  For purposes of this definition, (i) “debt” means liability on
a  “claim”, and  (ii)  “claim”  means  any  (x)  right to  payment,  whether or not such a right is reduced to
judgment,  liquidated,  unliquidated,  fixed,  contingent,  matured,  unmatured, disputed, undisputed,  legal,
equitable,  secured  or  unsecured  or  (y) right  to  an  equitable remedy for breach of performance if such
breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to
judgment, fixed or contingent, matured or unmatured, disputed or undisputed, or secured or unsecured.
 “Specified Cash Management Agreement”:  any agreement providing for treasury, depositary or
cash management services, including in connection with any automated clearing house transfers of funds
and  commercial  card  exposure,  or  any  similar  transactions  between  the  Borrower  or  any  of  its
Subsidiaries and (a) any Lender or Affiliate thereof (or any Person that was a Lender or an Affiliate of a
Lender  at  the  time  any  such  agreement  was  entered  into)  or  (b)  any  other  Person  from  time  to  time
designated by the Borrower in writing to the Administrative Agent (provided that it is understood and
agreed  that  each  Person  designated  pursuant  to  this  clause  (b),  by  accepting  the  benefits  of  such
designation  under  the  Loan  Documents,  shall  be  deemed  to  (x)  have  irrevocably  designated  and
appointed the Administrative Agent as the agent and “collateral agent” of such Person for all purposes
under the applicable Loan Documents and (b) be bound by the provisions of Sections 9, 10.2, 10.5, 10.11
and 10.12 of this Agreement).
 “Specified Excluded Subsidiary”:
(i) any Foreign Subsidiary,
(ii) any Shell Subsidiary,
(iii)  any Excluded Acquired Subsidiary,
(iv)  any Regulated Subsidiary and
(v) any Subsidiary that (a) is prohibited by any applicable requirement of law, rule
or, regulation or regulatory decision of any Governmental Authority from becoming a Guarantor
or granting  Collateral  or  (b) would  require  governmental  (including  regulatory)  consent,
approval, license or authorization to become a Guarantor or grant Collateral unless such consent,
approval,  license  or  authorization  has  been  received,  (v)  (provided  that  nothing  herein  shall
create an obligation to seek any such consent, approval, license or authorization),
(vi) any Subsidiary that is not a Wholly Owned Subsidiary at the time it becomes a
Subsidiary (for so long as it is not a Wholly Owned Subsidiary),
(vivii)  any  Subsidiary  acquired  on  or  after  the  Restatement  Effective  Date  that  is
prohibited  from  becoming  a  Guarantor  by  any  contract  existing  on  the  date  such  Subsidiary
became a Subsidiary to the extent such contract was not created in contemplation thereof,
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	(viiviii) any Subsidiary that is regulated as an insurance company,
(viiiix)  any not-for-profit subsidiary,
(ixx)  any Securitization Subsidiary,
(xi) any Non-Recourse Subsidiary, and
(xxii)  any Foreign Holding Company.
 “Specified Hedge Agreement”:  any Hedge Agreement (i) entered into by the Borrower or any of
its Subsidiaries with any Person that (a) is a Lender or an Affiliate of a Lender at the time such Hedge
Agreement  is  entered  into  or  (b)  any  other  Person  from  time  to  time  designated  by  the  Borrower  in
writing  to  the  Administrative  Agent  (provided  that  it  is  understood  and  agreed  that  each  Person
designated  pursuant  to  this  clause  (b),  by  accepting  the  benefits  of  such  designation  under  the  Loan
Documents, shall be deemed to (x) have irrevocably designated and appointed the Administrative Agent
as the agent and “collateral agent” of such Person for all purposes under the applicable Loan Documents
and (b) be bound by the provisions of Sections 9, 10.2, 10.5, 10.11 and 10.12 of this Agreement) and (ii)
in the case of Hedge Agreements outstanding on the date hereof, any such Hedge Agreement that was a
 “Specified Hedge Agreement” as defined in the Existing Credit Agreement.
 “Specified Long-Term Indebtedness”:  any Indebtedness of the Borrower incurred pursuant to
Section 7.2(e).
 “Specified Revolving Maturity Date”:  as defined in Section 3.4(d).
 “Specified Subordinated Debt”:  any Indebtedness of the Borrower issued directly or indirectly to
any Qualified Parent Company, so long as such Indebtedness (a) qualifies as Specified Long-Term
Indebtedness and (b) has terms and conditions substantially identical to those set forth in Exhibit D.
 “Standard Securitization Undertakings” means representations, warranties, covenants (including
repurchase obligations) and indemnities entered into by the Borrower or any Subsidiary of the Borrower
that the Borrower has determined in good faith are customary for “non-recourse” accounts receivables
financings or factoring or securitization financings.
 “Subsidiary”:    as  to  any  Person,  a  corporation,  partnership,  limited  liability company  or other
entity  of which  shares  of  stock  or  other  ownership  interests  having  ordinary voting power (other than
stock  or  such  other  ownership  interests  having  such  power  only  by  reason  of  the  happening  of  a
contingency)  to  elect  a  majority  of  the  board  of  directors  or  other  managers  of  such  corporation,
partnership or other entity are at the time owned, or the management of which is otherwise controlled,
directly  or  indirectly,  through  one  or  more  intermediaries,  or  both,  by  such  Person;  provided,  that
Non-Recourse  Subsidiaries  shall  be  deemed  not  to  constitute  “Subsidiaries”  for  the  purposes  of  this
Agreement  (other  than  the  definition  of  “Non-Recourse  Subsidiary”,  the  definition  of “Non-Recourse
Subsidiary  Cap”  and  Section  6.1).    Unless  otherwise  qualified,  all  references  to  a  “Subsidiary”  or  to
 “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of the Borrower.
 “Subsidiary  Guarantor”:    each  Subsidiary  of  the  Borrower  other  than  any  Specified  Excluded
Subsidiary or, at the option of the Borrower, any De Minimis Subsidiary, in each case to the extent that
such Person has become a “Grantor” under the Guarantee and Collateral Agreement.
 “Successor Rate”: as defined in Section 2.14(c).
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	“Swingline  Commitment”:    the  obligation  of  the  Swingline  Lender  to  make  Swingline  Loans
pursuant  to  Section  2.4  in  an  aggregate  principal  amount  at  any  one  time  outstanding  not  to  exceed
$500,000,000.750,000,000.
 “Swingline Lender”:  the Administrative Agent, in its capacity as the lender of Swingline Loans.
 “Swingline Loans”:  as defined in Section 2.4.
 “Swingline Participation Amount”:  as defined in Section 2.5(c).
 “Syndication Agents”:  the entities identified as such on the cover of this Agreement (including
those entities identified as such immediately prior to the Amendment No. 12 Effective Date).
 “Term A-2 Loan”: as defined in the Restated Credit Agreement.5 Additional Commitment”: with
respect to each Lender, the commitment of such Lender to make a Term A-5 Loan on the Amendment
No.  2  Effective  Date  in  an  aggregate  principal  amount  equal  to  the  amount  set  forth  opposite  such
Lender’s name on Schedule I to Amendment No. 2.
 “Term A-6 Commitment”: with respect to each Lender, the commitment of such Lender to make
a Term A-6 Loan on the Amendment No. 2 Effective Date in an aggregate principal amount equal to the
amount set forth opposite such Lender’s name on Schedule I to Amendment No. 2.
 “Term A-5 Lender”:  any Lender that holds a Term A-5 Loan.
 “Term  A-36  Lender”:  any  Lender  that  holds  a  Term  A-6  Loan”:  as  defined  in  the  Restated
Credit Agreement.
 “Term A-4 Loan”: as defined in the Existing Credit Agreement.
 “Term A-5 Loan”: as defined in Section 2.1(c)(2).
 “Term A-6 Loan”: as defined in Section 2.1(c)(3).
 “Term A-25 Maturity Date”:  March:” August 31, 2023.2027.
 “Term A-46 Maturity Date:” February 1, 2025.August 31, 2028.
 “Term B Lender”:  any Lender that holds a Term B Loan.
 “Term B-1 Lender”:  any Lender that holds a Term B-1 Loan.
 “Term B-2 Lender”:  any Lender that holds a Term B-2 Loan.
 “Term B Loan” as defined in the RestatedExisting Credit Agreement.
  “Term  B-1  Additional  Commitment”:  with  respect  to  each  Lender,  the  commitment  of  such
Lender  to  make  a  Term  B-1  Loan  on  the  Amendment  No.  1  Effective  Date  in  an  aggregate principal
amount equal to the amount set forth opposite such Lender’s name on Schedule I to Amendment No. 1.
 “Term  B-2  Additional  Commitment”:  with  respect  to  each  Lender,  the  commitment  of  such
Lender  to  make  a  Term  B-2  Loan  on  the  Amendment  No.  1  Effective  Date  in  an  aggregate principal
amount equal to the amount set forth opposite such Lender’s name on Schedule I to Amendment No. 1.
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	“Term B-1 Loan”: as defined in Section 2.1(d)(1).
 “Term B-2 Loan”: as defined in Section 2.1(d)(2).
 “Term B-1 Maturity Date”: April 30, 2025.
 “Term B-2 Maturity Date”: February 1, 2027.
 “Term Lender”:  any Lender that holds a Term Loan.
 “Term Loan”:  any Term A-25 Loan, Term A-3 Loan, Term A-46 Loan, Term B Loan, Term B-1
Loan,  Term  B-2  Loan,  Extended  Term  Loan,  Replacement  Term  Loan  or  Incremental  Term  Loan;
provided  that  no  Escrow  Incremental  Term  Loan  shall  be  deemed  to  be  a  Term  Loan  outstanding
hereunder until the Escrow Assumption with respect thereto shall have occurred.
 “Term Maturity Date”:  with respect to :
(i) the Term A-25 Loans, the Term A-25 Maturity Date,
(ii) the Term A-46 Loans, the Term A-46 Maturity Date,
(iii)  the Term B-1 Loans, the Term B-1 Maturity Date,
(iv)  the Term B-2 Loans, the Term B-2 Maturity Date,
(v) the Incremental Term Loans of any other Series, the Incremental Term Maturity
Date for such Series,
(vi)  the Extended Term Loans of any Series, the Extended Term Maturity Date for
such Series and
(vii)  the  Replacement  Term  Loans  of  any  Series,  the  Replacement  Term  Maturity
Date for such Series.
 “Test  Date”:  as  defined  in  Section  7.7(j).Term  SOFR”  means,  for  any  Interest  Period  with
respect  to  a  Term  SOFR  Loan,  the  rate  per  annum  equal  to  the  Term  SOFR  Screen  Rate  two  U.S.
Government  Securities  Business  Days  prior  to the commencement of such Interest Period with a term
equivalent to such Interest Period; provided that if the rate is not published prior to 11:00 a.m. on such
determination date then Term SOFR means the Term SOFR Screen Rate on the first U.S. Government
Securities Business Day immediately prior thereto, in each case, for such Interest Period.
 “Term SOFR Loan” means a Loan that bears interest at a rate based on the definition of Term
SOFR.
 “Term SOFR Screen Rate” means the forward-looking SOFR term rate administered by CME (or
any  successor  administrator  satisfactory  to  the  Administrative  Agent)  and  published  on  the  applicable
Reuters screen page (or such other commercially available source providing such quotations as may be
designated by the Administrative Agent from time to time).
 “Threshold Amount”: $1,500,000,000.
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	“Total Assets”:  the total assets of the Borrower and its Subsidiaries on a consolidated basis in
accordance with GAAP, as shown on the most recent balance sheet of the Borrower delivered pursuant to
Section 6.1(a) or (b).
 “Total Net Proceeds”:  in connection with any Asset Sale or any Recovery Event, the sum,
without duplication, of (a) the proceeds thereof in the form of cash and Cash Equivalents and (b) the
amount of any deferred payment of principal pursuant to a note or installment receivable or purchase
price adjustment receivable or otherwise (whether or not received at the time “Total Net Proceeds” is
calculated in connection with such Asset Sale or Recovery Event), net of attorneys’ fees, accountants’
fees, investment banking fees and consultants’ fees (in each case, including costs and disbursements),
amounts required to be applied to the repayment of Indebtedness secured by a Lien expressly permitted
hereunder on any asset that is the subject of such Asset Sale or Recovery Event (other than any Lien
pursuant to the Guarantee and Collateral Agreement or Liens that are subject to a First Lien Intercreditor
Agreement or a Junior Lien Intercreditor Agreement) and other customary fees and expenses actually
incurred in connection therewith and net of taxes paid or reasonably estimated to be payable as a result
thereof (after taking into account any available tax credits or deductions and any tax sharing
arrangements).
 “Total  Revolving  Commitments”:    at  any  time,  the  aggregate  amount  of  the  Revolving
Commitments then in effect.
 “Total  Revolving  Extensions  of  Credit”:    at  any  time,  the  aggregate  amount  of the  Revolving
Extensions of Credit outstanding at such time.
 “Transferee”:  any Assignee or Participant.
 “Type”:  as to any Loan, its nature as an ABR Loan, a Term SOFR Loan or a Eurodollar Loan.
 “UK  Financial  Institution”  means  any  BRRD  Undertaking  (as  such  term  is  defined  under  the
PRA  Rulebook  (as  amended  form  time  to  time)  promulgated  by  the  United  Kingdom  Prudential
Regulation Authority) or any person subject to IFPRU 11.6 of the FCA Handbook (as amended from time
to time) promulgated by the United Kingdom Financial Conduct Authority, which includes certain credit
institutions and investment firms, and certain affiliates of such credit institutions or investment firms.
 “UK  Resolution  Authority”  means  the  Bank  of  England  or  any  other  public  administrative
authority having responsibility for the resolution of any UK Financial Institution.
 “United States”:  the United States of America.
 “Weighted Average Life to Maturity” when applied to any Indebtedness at any date, the number
of years obtained by dividing (1) the sum of the products obtained by multiplying (a) the amount of each
then  remaining  installment,  sinking  fund,  serial  maturity  or  other  required  payment  of  principal,
including  payment  at  final  maturity,  in  respect  thereof  by  (b)  the  number  of  years  (calculated  to  the
nearest one-twelfth) that will elapse between such date and the making of such payment by (2) the then
outstanding  principal  amount  of  such  Indebtedness.U.S.  Government  Securities  Business  Day”  means
any  Business  Day,  except  any  Business  Day  on  which  any  of  the  Securities  Industry  and  Financial
Markets Association, the New York Stock Exchange or the Federal Reserve Bank of New York is not
open for business because such day is a legal holiday under the federal laws of the United States or the
laws of the State of New York, as applicable.
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	“Wholly Owned Subsidiary”:  as to any Person, any other Person all of the Equity Interests of
which (other than  directors’ qualifying shares required by law) are owned by such Person directly or
through other Wholly Owned Subsidiaries or a combination thereof.
 “Wholly Owned Subsidiary Guarantor”:  any Subsidiary Guarantor that is a Wholly Owned
Subsidiary of the Borrower.
 “Write-Down and Conversion Powers” means, (a) with respect to any EEA Resolution Authority,
the write-down and conversion powers of such EEA Resolution Authority from time to time under the
Bail-In Legislation for the applicable EEA Member Country, which write-down and conversion powers
are described in the “EU Bail-In Legislation Schedule, and (b) with respect to the United Kingdom, any
powers of the applicable Resolution Authority under the Bail-In Legislation to cancel, reduce, modify or
change the form of a liability of any UK Financial Institution or any contract or instrument under which
that  liability  arises,  to  convert  all  or  part  of  that  liability  into  shares,  securities  or  obligations  of  that
person or any other person, to provide that any such contract or instrument is to have effect as if a right
had been exercised under it or to suspend any obligation in respect of that liability or any of the powers
under that Bail-In Legislation that are related to or ancillary to any of those powers.”
1.2. Other Definitional Provisions; Pro Forma Calculations.
(a) Unless  otherwise  specified  therein,  all  terms  defined  in  this  Agreement  shall
have the defined meanings when used in the other Loan Documents or any certificate or other document
made or delivered pursuant hereto or thereto.
(b) As  used  herein  and  in  the other Loan  Documents, and  any  certificate  or other
document  made  or  delivered  pursuant  hereto  or  thereto,  (i)  accounting  terms  relating to  Holdings,  the
Borrower and its Subsidiaries not defined in Section 1.1 and accounting terms partly defined in Section
1.1,  to  the extent not defined, shall have the respective meanings given to them under GAAP, (ii) the
words  “include”,  “includes”  and  “including”  shall  be  deemed  to  be  followed  by  the  phrase  “without
limitation”, (iii) the word “incur” shall be construed to mean incur, create, issue, assume, become liable
in  respect  of  or  suffer  to  exist  (and  the  words  “incurred”  and  “incurrence”  shall  have  correlative
meanings), (iv) the words “asset” and “property” shall be construed to have the same meaning and effect
and to refer to any and all tangible and intangible assets and properties, including cash, Equity Interests,
securities, revenues, accounts, leasehold interests, contract rights and any other “assets” as such term is
defined  under  GAAP  and  (v)  references  to  agreements  or  other  Contractual  Obligations  shall,  unless
otherwise  specified,  be  deemed  to  refer  to  such  agreements  or  Contractual  Obligations  as  amended,
supplemented, restated or otherwise modified from time to time.
(c) Unless otherwise specified herein, the amount of a Letter of Credit at any time
shall  be  deemed  to  be  the  stated  amount  of  such  Letter  of  Credit  in  effect  at  such  time;  provided,
however, that with respect to any Letter of Credit that, by its terms or the terms of the Application or an
amendment related thereto, provides for one or more automatic increases in the stated amount thereof,
the amount of such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of
Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at
such time.
(d) The words “hereof”, “herein” and “hereunder” and words of similar import when
used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this
Agreement,  and  Section,  Schedule  and  Exhibit  references  are  to  this  Agreement  unless  otherwise
specified.
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	(e) The meanings given to terms defined herein shall be equally applicable to both
the singular and plural forms of such terms.
(f) For  the  purposes  of  calculating  Annualized  Operating  Cash  Flow,  Annualized
Pro Forma Operating Cash Flow and Consolidated Operating Cash Flow for any period (a “Test Period”),
(i) if at any time during the period (a “Pro Forma Period”) commencing on the second day of such Test
Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation made
pursuant hereto in respect of a particular transaction, ending on the date such transaction is consummated
and,  unless  otherwise  expressly  provided  herein,  after  giving  effect  thereto),  the  Borrower  or  any
Subsidiary shall have made any Material DispositionAcquisition or Material Disposition or (ii) if, during
such Pro Forma Period, the Borrower or any Subsidiary shall have made any Disposition (other than a
Material Disposition) or Acquisition (other than a Material Acquisition), at the option of the Borrower
(in  the  case  of  this  clause  (ii)),  in  each  case of  clauses  (f)(i) or (ii), the Consolidated Operating Cash
Flow  for  such  Test  Period  shall  be reducedrevised  by  an  amount equal to the Consolidated Operating
Cash Flow (if positive), as applicable, attributable to the property which is the subject of such Material
Disposition for such Test Period or increased by an amount equal to the Consolidated Operating Cash
Flow  (if  negative)  attributable  thereto  for  such  Test Period; (ii) if, during such Pro Forma Period, the
Borrower or any Subsidiary shall have made a Material Acquisition, the Consolidated Operating Cash
Flow  for  such  Test  Period  shall  be  calculated  after  giving pro forma  effect  thereto  (including  the
incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition
(and  the  incurrence  or  assumption  of  any  such  Indebtedness)  occurred  on  the  first  day  of  such  Test
Period; and (iii) if, during such Pro Forma Period, any Person that subsequently became a Subsidiary or
was merged with or into the Borrower or any Subsidiary during such Pro Forma Period shall have entered
into any disposition or acquisition transaction that would have required an adjustment pursuant to clause
(i) or (ii) above if made by the Borrower or a Subsidiary during such Pro Forma Period and Consolidated
Operating Cash Flow for such Test Period shall be calculated after giving pro forma effect thereto as if
such  transaction  occurred  on the  first  day ofAcquisition  or  Disposition  for  such  Test  Period.   For  the
purposes of this paragraph, pro forma calculations regarding the amount of income or earnings relating to
any Material Disposition  or  Material  Acquisition  shall  in  each  case  be  determined  in  good faith  by  a
Responsible Officer of the Borrower.  As used in this Section 1.2(f), “Material Acquisition” means any
acquisition of property or series of related acquisitions of property that (i) constitutes assets comprising
all or substantially all of an operating unit of a business or constitutes all or substantially all of the Equity
Interests of a Person and (ii), “Material Acquisition” means an Acquisition that involves the payment of
Consideration  by  the  Borrower  and  its  Subsidiaries  in  excess  of  $500,000,0001,000,000,000.00;  and
 “Material Disposition” means any Disposition of property or series of related Dispositions of property
that  yields  gross  proceeds  to  the  Borrower  or  any  of  its  Subsidiaries  in  excess  of
$500,000,000.1,000,000,000.00.
(g) For  avoidance  of  doubt,  in  order  to  determine  pursuant  to  any  provision  of
Section 7 that no Default or Event of Default results from a particular transaction, pro forma compliance
with Section 7.1 shall be required.
(h) All Loans, Letters of Credit and accrued and unpaid amounts (including interest
and fees) owing by the Borrower to any Person under the Existing Credit Agreement that have not been
paid to such Persons on or prior to the RestatementAmendment No. 2 Effective Date shall continue as
Loans, Letters of Credit and accrued and unpaid amounts hereunder on the RestatementAmendment No.
2 Effective Date and shall be payable on the dates such amounts would have been payable pursuant to the
Existing  Credit  Agreement,  and  from  and  after  the RestatementAmendment  No.  2  Effective  Date,
interest, fees and other amounts shall accrue as provided under this Agreement.
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	(i) Any  reference  herein  to  a  merger,  transfer,  consolidation,  amalgamation,
consolidation,  assignment,  sale, disposition  or  transfer,  or  similar term,  shall be  deemed  to  apply  to  a
division of or by a limited liability company, or an allocation of assets to a series of a limited liability
company  (or  the  unwinding  of  such  a  division  or  allocation),  as  if  it  were  a  merger,  transfer,
consolidation, amalgamation, consolidation, assignment, sale, disposition or transfer, or similar term, as
applicable, to, of or with a separate Person.  Any division of a limited liability company shall constitute a
separate Person hereunder (and each division of any limited liability company that is a Subsidiary, joint
venture or any other like term shall also constitute such a Person or entity).
(j) Notwithstanding  anything  in  this  Agreement  or  any  Loan  Document  to  the
contrary,  when  calculating  any  applicable  ratio  or  determining  other  compliance  with  this  Agreement
(including the determination of compliance with any provision of this Agreement which requires that no
Default or Event of Default has occurred, is continuing or would result therefrom) in connection with the
incurrence of any Indebtedness or Liens (including the granting of equal and ratable security with the
Obligations) or the making of any Investments, Restricted Payments, or Dispositions in connection with
the  consummation  of  a  Limited  Condition  Acquisition,  the  date  of  determination  of  such  ratio  and
determination  of  whether  any  default  or  event  of  default  has  occurred,  is  continuing  or  would  result
therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to
exercise  such  option  in  connection  with  any  Limited  Condition  Acquisition,  an  “LCA  Election”),  be
deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into
(the “LCA Test Date”) and if, after such ratios and other provisions are measured on a pro forma basis
after giving effect to such Limited Condition Acquisition and the other transactions to be entered into in
connection therewith as if they occurred at the beginning of the applicable Test Period ending prior to the
LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance
with such ratios and provisions, such provisions shall be deemed to have been complied with.  For the
avoidance  of  doubt,  (x)  if  any  of  such  ratios  are  exceeded  as  a  result  of  fluctuations  in  such  ratio
(including due to  fluctuations  in  Annualized  Operating  Cash Flow  of the  Borrower)  at  or  prior  to the
consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be
deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether
the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall
not be tested at the time of consummation of such Limited Condition Acquisition or related transactions.
If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection
with any subsequent calculation of any ratio (excluding, for the avoidance of doubt, any ratio contained
in Section 7.1) or basket availability with respect to any other incurrence of Indebtedness or Liens or the
making of any Investments, Restricted Payments, or DispositionsLiens on or following the relevant LCA
Test  Date  and  prior  to  the  earlier  of  the  date  on  which  such  Limited  Condition  Acquisition  is
consummated  or  the  date  that  the  definitive  agreement  for  such  Limited  Condition
TransactionAcquisition  is  terminated  or  expires  without  consummation  of  such  Limited  Condition
Acquisition, any  such  ratio  or  basket  shall be  calculated  on  a  pro  forma  basis  assuming  such  Limited
Condition Acquisition and other transactions in connection therewith have been consummated until such
time as such Limited Condition Acquisition is consummated or the Borrower gives the Administrative
Agent notice that such Limited Condition Acquisition will not be consummated.
1.3. Divisions.  For all purposes under the Loan Documents, in connection with any division
or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws):
(a) if any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability
of a different Person, then it shall be deemed to have been transferred from the original Person to the
subsequent Person, and (b) if any new Person comes into existence, such new Person shall be deemed to
have been organized on the first date of its existence by the holders of its Equity Interests at such time.
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	1.4. Interest Rates.  The Administrative Agent does not warrant, nor accept responsibility, nor
shall the Administrative Agent have any liability with respect to the administration, submission or any
other matter related to any reference rate referred to herein or with respect to any rate (including, for the
avoidance  of  doubt,  the  selection  of  such  rate  and  any  related  spread  or  other  adjustment)  that  is  an
alternative or replacement for or successor to any such rate (including, without limitation, any Successor
Rate or LIBOR Successor Rate) (or any component of any of the foregoing) or the effect of any of the
foregoing, or of any Conforming Changes. The Administrative Agent and its affiliates or other related
entities may engage in transactions or other activities that affect any reference rate referred to herein, or
any  alternative,  successor  or  replacement  rate  (including,  without  limitation,  any  Successor  Rate  or
LIBOR  Successor  Rate)  (or  any  component  of  any  of  the  foregoing)  or  any  related  spread  or  other
adjustments thereto, in each case, in a manner adverse to the Borrower. The Administrative Agent may
select information sources or services in its reasonable discretion to ascertain any reference rate referred
to herein or any alternative, successor or replacement rate (including, without limitation, any Successor
Rate or LIBOR Successor Rate) (or any component of any of the foregoing), in each case pursuant to the
terms of this Agreement, and shall have no liability to the Borrower, any Lender or any other person or
entity for damages of any kind, including direct or indirect, special, punitive, incidental or consequential
damages,  costs,  losses  or  expenses  (whether  in  tort,  contract  or  otherwise  and  whether  at  law  or  in
equity), for any error or other action or omission related to or affecting the selection, determination, or
calculation of any rate (or component thereof) provided by any such information source or service.
SECTION 2 AMOUNT AND TERMS OF COMMITMENTS
2.1. Loans and Commitments.
(a) Subject  to  the  terms  and  conditions  hereof,  each  Term  A-2  Loan  outstanding
under the Existing Credit Agreement on the Restatement Effective Date shall remain outstanding under
this  Agreement  as  a  Term  A-2  Loan.  Term  A-2  Loans  that  were  Eurodollar  Loans  of  a  particular
Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this
Agreement on the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche
under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such
Eurodollar  Tranche  under  the  Existing Credit Agreement (with the same Eurodollar Rate). Term A-2
Loans that were ABR Loans immediately prior to the effectiveness of this Agreement on the Restatement
Effective Date shall initially be ABR Loans under this Agreement. The Term A-2 Loans may from time
to  time  be  Eurodollar  Loans  or  ABR  Loans,  as  determined  by  the  Borrower  and  notified  to  the
Administrative Agent in accordance with Sections 2.2 and 2.10.[Reserved].
(b) Subject  to  the  terms  and  conditions  hereof,  each  Term  A-3  Loan  outstanding
under the Existing Credit Agreement on the Restatement Effective Date shall remain outstanding under
this  Agreement  as  a  Term  A-3  Loan.  Term  A-3  Loans  that  were  Eurodollar  Loans  of  a  particular
Eurodollar Tranche under the Existing Credit Agreement immediately prior to the effectiveness of this
Agreement on the Restatement Effective Date shall initially be Eurodollar Loans of a Eurodollar Tranche
under this Agreement with an initial Interest Period equal to the then remaining Interest Period for such
Eurodollar  Tranche  under  the  Existing Credit Agreement (with the same Eurodollar Rate). Term A-3
Loans that were ABR Loans immediately prior to the effectiveness of this Agreement on the Restatement
Effective Date shall initially be ABR Loans under this Agreement. The Term A-3 Loans may from time
to  time  be  Eurodollar  Loans  or  ABR  Loans,  as  determined  by  the  Borrower  and  notified  to  the
Administrative Agent in accordance with Sections 2.2 and 2.10.[Reserved].
(c)
(1) [Reserved].
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	(2) Subject  to  the  terms  and  conditions  hereof, each  Converted(i)  each
Lender  with  a  Term  A-5  Additional  Commitment  severally  agrees  to  make  a  loan  in  Dollars
(each,  a “Term  A-5  Loan”;  which  term  shall  include  each  loan  converted  from  a  Converted
Second Amendment Term A Loan pursuant to subclause (ii) below) on the Amendment No. 2
Effective  Date  in  an  amount  equal  to  its  Term  A-5  Additional  Commitment  and  (ii)  each
Converted Second Amendment Term A Loan of each Lender that has indicated on its counterpart
its election to convert its Converted Second Amendment Term A Loan to a Term A-5 Loan shall
be  converted  into  a Term  A-5  Loan  of  such  Lender  in  the  same  principal  amount  as  such
Converted Second Amendment Term A Loan on the Amendment No. 2 Effective Date. The Term
A-5 Loans may from time to time be Term SOFR Loans or ABR Loans, as determined by the
Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(3) Subject to the terms and conditions hereof, each Lender with a Term A-6
Commitment  severally  agrees  to  make  a loan  in  Dollars  (each,  a  “Term  A-46  Loan”) of  such
Lender in the same principal amount as such Converted Term A Loan on the Amendment No. 12
Effective Date. in an amount equal to its Term A-6 Commitment. The Term A-46 Loans may
from  time  to  time  be EurodollarTerm  SOFR  Loans  or  ABR  Loans,  as  determined  by  the
Borrower and notified to the Administrative Agent in accordance with Sections 2.2 and 2.10.
(d)
(1) Subject to the terms and conditions hereof, (i) each Lender with a Term
B-1 Additional Commitment agrees to make a loan in Dollars (each, a “Term B-1 Loan”; which
term shall include each loan converted from a Converted Term B Loan pursuant to subclause (ii)
below) on the Amendment No. 1 Effective Date in an amount equal to its Term B-1 Additional
Commitment  and  (ii)  each  Converted  Term  B  Loan  of  each  Lender  that  has  indicated  on  its
counterpart  its  election  to  convert  its  Converted  Term  B  Loan  to  a  Term  B-1  Loan  shall  be
converted into a Term B-1 Loan of such Lender in the same principal amount as such Converted
Term B Loan on the Amendment No. 1 Effective Date.  The Term B-1 Loans may from time to
time  be  Eurodollar  Loans  or  ABR  Loans,  as  determined  by  the  Borrower  and  notified  to  the
Administrative Agent in accordance with Sections 2.2 and 2.10.
(2) Subject to the terms and conditions hereof, (i) each Lender with a Term
B-2 Additional Commitment agrees to make a loan in Dollars (each, a “Term B-2 Loan”; which
term shall include each loan converted from a Converted Term B Loan pursuant to subclause (ii)
below) on the Amendment No. 1 Effective Date in an amount equal to its Term B-2 Additional
Commitment  and  (ii)  each  Converted  Term  B  Loan  of  each  Lender  that  has  indicated  on  its
counterpart  its  election  to  convert  its  Converted  Term  B  Loan  to  a  Term  B-2  Loan  shall  be
converted into a Term B-2 Loan of such Lender in the same principal amount as such Converted
Term B Loan on the Amendment No. 1 Effective Date.  The Term B-2 Loans may from time to
time  be  Eurodollar  Loans  or  ABR  Loans,  as  determined  by  the  Borrower  and  notified  to  the
Administrative Agent in accordance with Sections 2.2 and 2.10.
(e) [Reserved]
(f) Subject  to  the  terms  and  conditions  hereof,  each  Revolving  Lender  severally
agrees to make revolving credit loans in Dollars ( the “Revolving Loans”) to the Borrower from time to
time  during  the  applicable  Revolving  Commitment  Period  with  respect  to  such  Lender’s  Revolving
Commitment of each Class in an aggregate principal amount at any one time outstanding which, when
added to such Lender’s Revolving Percentage of such Class of Revolving Commitments of the sum of
(A)  the  L/C  Obligations  then  outstanding  with  respect  to  each  Letter  of  Credit  and  (B)  the  aggregate
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	principal amount of the Swingline Loans then outstanding, does not exceed the amount of such Lender’s
Revolving  Commitment  of  such  Class.    During  the  Revolving  Commitment  Period  for  any  Revolving
Commitment,  the  Borrower  may  use  such  Revolving  Commitment  by  borrowing,  prepaying  the
Revolving Loans in whole or in part, and reborrowing, all in accordance with the terms and conditions
hereof.  The Revolving Loans may from time to time be EurodollarTerm SOFR Loans or ABR Loans, as
determined by the Borrower and notified to the Administrative Agent in accordance with Sections 2.2
and 2.10.
(g) (1) Following the Restatement Effective Date, the Borrower (or, in the case of
Escrow Incremental Term Loans, the Escrow Borrower) and any one or more Lenders (including Persons
that become Lenders in connection therewith) may from time to time agree that such Lenders shall make
Incremental  Term  Loans  by  executing  and  delivering  to  the  Administrative  Agent  an  Incremental
Activation Notice specifying
(i) the amount of such Incremental Term Loans,
(ii) the applicable Incremental Closing Date,
(iii)  the  applicable  Incremental  Term  Maturity  Date, (which  shall  not  be
earlier  than  the  Term  B-2  Maturity  Date;  provided  that  Incremental  Term  Loans  shall  not  be
required  to  comply  with  this  clause  (iii)  or  clause  (iv)  below  so  long  as  (x)  such  Incremental
Term  Loans  have  an  Incremental  Term  Maturity  Date  that  is  no  earlier  than  the  Term  A-4
Maturity  Date  and  a  Weighted  Average  Life  to  Maturity  that  is  no  shorter  than  the  then
remaining  Weighted  Average  Life  to  Maturity  of  the  Term  A-4  Loans  and  (y)  the  aggregate
principal amount of such Incremental Term Loans outstanding at any time does not exceed 2.0x
Annualized Operating Cash Flow, calculated in the manner contemplated by Section 1.2(f) as if
any Investment pursuant to which such Indebtedness was incurred occurred on the first day of the
applicable  Test  Period,  for  the  most  recent  fiscal  quarter  for  which  financial  statements  have
been delivered pursuant to Section 6.1(a) or (b) prior to the incurrence of such Incremental Term
Loans, (iv)
(iv) the  amortization  schedule  for  such  Incremental  Term  Loans;  provided
that, except as permitted by the proviso to clause (iii) above, in no event will any Incremental
Term Loans have a Weighted Average Life to Maturity that is shorter than the then remaining
Weighted Average Life to Maturity of the Term B-2 Loans, (v),
(v) the  Applicable  Margin  for  such  Incremental  Term  Loans  and  any
prepayment premiums or call protection applicable thereto,
(vi)  the  proposed  original  issue  discount  applicable  to  such  Incremental
Term Loans, if any,
(vii)  whether,  if  applicable,  such  Incremental  Term  Loans  constitute
Refinancing Term Loans or Escrow Incremental Term Loans,
(viii)  whether  any  provision  of  this  Agreement  that  requires  a  minimum  final
maturity or Weighted Average Life to Maturity for any other Indebtedness by reference to any
previously  established  Term  Loans  is  following  the  Incremental  Closing  Date  amended  to
provide a similar benefit to such Incremental Term Loans [reserved], and
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	(ix)  any other terms and conditions that will apply to such Incremental Term
Loans; provided that, except as provided above, (x) such other terms and conditions shall be the
same as or less favorable to the Lenders providing such Incremental Term Loans than the terms
and conditions of any then outstanding Class of Term Loans, (y) such other terms and conditions
shall not apply until all then outstanding Loans and Commitments (other than such Incremental
Term Loans) have been repaid and terminated, as applicable, or until approved by the Required
Lenders or (z) such other terms and conditions shall apply to Escrow Incremental Term Loans
solely until the Escrow Assumption with respect thereto occurs.  .
(2) Notwithstanding  the  foregoing,  without  the  consent  of  the  Required
Lenders,
(A)  no  Incremental  Term  Loans  (other  than  Escrow  Incremental  Term  Loans)
may be borrowed after the Restatement Effective Date if after giving effect to the borrowing of
such  Incremental  Term  Loans  and  the  application  of  proceeds  therefrom  on  the  date  such
Incremental  Term  Loans  are  borrowed  the  aggregate  principal  amount  of  all  Classes  of  Term
Loans, First Lien Notes and Pre-Existing Debt would exceed the First Lien Term Cap, (B) no Net
Cash  Proceeds  of  any  Incremental  Term  Loans  that  are  not  Refinancing  Term  Loans  shall  be
directly applied to prepay outstanding Term Loans, (C) i) each  increase  effected  pursuant
to this paragraph shall be in a minimum amount of at least $100,000,000, (D) subject to Section
1.2(j),  no  Incremental  Term  Loans  (other  than  Escrow  Incremental  Term  Loans)  may  be
borrowed if a Default or Event of Default is in existence after giving pro forma effect thereto, (E)
100,000,000 and
(ii) Escrow Incremental Term Loans shall not be deemed to be outstanding
under this Agreement or any other Loan Document for any purposes hereof (including, without
limitation,  for  purposes  of  any  financial  calculation,  the  definition  of  “Obligations”,  the
definition of “Required Lenders” or Section 8 or Section 10.1 hereof) and the obligations with
respect thereto shall not be recourse to the Borrower or any Subsidiary Guarantor, in each case,
unless and until the Escrow Assumption with respect thereto has occurred and (F) the Escrow
Assumption with respect to any Escrow Incremental Term Loans shall not be permitted unless on
the date thereof (and after giving effect thereto) the conditions set forth in clauses (A) and (D)
above would be satisfied if the Borrower was borrowing such Incremental Term Loans on the
date of such Escrow Assumption.  .
(3) No  Lender  shall  have  any  obligation  to  participate  in  any  increase
described in this paragraph unless it agrees to do so in its sole discretion.
(4) With  the  consent  of  the  Borrower  and  each  of  the  Lenders  with  any
Class  of  then  outstanding  Incremental  Term  Loans  and  pursuant  to  an  assumption  agreement
reasonably  satisfactory  to  the  Administrative  Agent,  an  Escrow  Borrower  may  assume  all
obligations of the Borrower with respect to such Class of Term Loans (including with respect to
the full principal amount thereof and all accrued and unpaid interest and other amounts owing
with respect thereto), in which case, such Class of Incremental Term Loans shall thereafter be
deemed to not be outstanding for purposes of this Agreement or any other Loan Document and
shall be Escrow Incremental Term Loans until such time, if any, as an Escrow Assumption with
respect  thereto  has  occurred,  at  which  time  any  such  Escrow Incremental Term  Loans  that
accrued  interest  at  a  rate  based  on the  Eurodollar  RateTerm  SOFR  immediately  prior  to  such
Escrow  Assumption  shall  constitute  a  Eurodollar  Rate/SOFR  Tranche  with  an  initial  Interest
Period equal to the then unexpired interest period applicable thereto immediately prior to such
Escrow  Assumption.   No  Lender  shall  have  any  obligation  to  participate  in  any  increase
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	described in this paragraph unless it agrees to do so in its sole discretion. The consent of the
Administrative  Agent  (such  consent  not  to  be  unreasonably  withheld,  conditioned  or  delayed)
shall be required for any Person to provide an Incremental Term Loan unless such Person, or an
Affiliate thereof, was previously a Lender.
(5) Notwithstanding  the  foregoing,  with  the  consent  of  the  holders  of  any
Pre-Existing Debt, the Borrower and the Administrative Agent (to the extent the consent of the
Administrative Agent would be required for an assignment to any such holder, such consent not
to  be  unreasonably  withheld)  and  the  Borrower,  such  Pre-Existing  Debt  may,  pursuant  to  an
Incremental Activation Notice, be deemed to have been issued as Incremental Term Loans under
this Agreement on the date of effectiveness of such Incremental Activation Notice so long as the
Incremental Term Loans resulting therefrom comply with the requirements set forth above (other
than clause (C)) that are applicable to Incremental Term Loans and thereafter, the terms of such
Pre-Existing  Debt  shall  be  governed  by  the  terms  of  this  Agreement  (as  modified  by  the
applicable Incremental Activation Notice).
(6) To  the  extent  provided  in  the  relevant  Incremental  Activation  Notice
with  respect  to  any  Refinancing  Term  Loans,  any  portion  of  the  Term  Loans  that  would
otherwise be repaid from the net proceeds of such Refinancing Term Loans may be converted on
a “cashless roll” basis into such Refinancing Term Loans if agreed to by each Lender holding the
Term Loans that are so converted.
(h) (1) The  Borrower may  at any  time  and from time to time request that all or a
portion  of  the  Term  Loans  of  any  Class  (an  “Existing  Class”)  be  converted  to  extend  the  scheduled
maturity date(s)  of  any  payment  or  payments of  principal  (including  at  final maturity)  with respect to
such Term Loans (any such Term Loans which have been so converted, “Extended Term Loans”) and to
provide for other terms consistent with this Section 2.1(h).  In order to establish a Series of Extended
Term Loans, the Borrower shall provide a notice to the Administrative Agent (who shall provide a copy
of  such  notice  to  each  of  the  Lenders  under  the  applicable  Existing  Class)  (an  “Extension  Request”)
setting forth the proposed terms of the Extended Term Loans to be established, which shall be identical
in  all  material  respects  to  the  Term  Loans  under  the  Existing  Class  from  which  such  Extended  Term
Loans are to be converted except that :
(i) all  or  any  of  the  scheduled  amortization  payments  of  principal  and
payment  at  maturity  of  the  Extended  Term  Loans  may  be  delayed  to  later  dates  than  the
scheduled amortization payments of principal and payment at maturity of the Term Loans of such
Existing Class to the extent provided in the applicable Incremental Activation Notice,
(ii) the Applicable Margins with respect to the Extended Term Loans may
be different than the Applicable Margins for the Term Loans of such Existing Class and upfront
fees  may  be  paid  to  the  Extending  Term  Lenders,  in  each  case,  to  the  extent  provided  in  the
applicable Incremental Activation Notice,
(iii)  [reserved] and
(iv)  the Incremental Activation Notice may provide for any other covenants
and terms (x) that apply solely to any period after the latest final maturity of the Term Loans and
Commitments in effect on the effective date of the Incremental Activation Notice immediately
prior  to  the  establishment  of  such  Extended  Term  Loans,  or  after  approval  thereof  by  the
Required Lenders or (y) that are less favorable to the holders of the Extended Term Loans than
the covenants and terms applicable to the Existing Class.
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	(2) The  Borrowers shall  provide  the  applicable  Extension  Request at  least
five (5) Business Days prior to the date on which Lenders are requested to respond.  No Lender
shall have any obligation to agree to have any of its Term Loans of any Existing Class converted
into Extended Term Loans pursuant to any Extension Request.
(3) Any  Lender  (an  “Extending  Term  Lender”)  wishing  to  have  all  or  a
portion  of  its  Term  Loans  of  the  applicable  Existing  Class  subject  to  such Extension  Request
converted  into  Extended  Term  Loans  shall  notify  the  Administrative  Agent  in  writing  (an
 “Extension Election”) on or prior to the date specified in such Extension Request of the amount
of its Term Loans of the applicable Existing Class which it has elected to request be converted
into  Extended  Term  Loans  (subject  to  any  minimum  denomination  requirements  reasonably
imposed by the Administrative Agent).  In the event that the aggregate amount of Term Loans of
the  applicable  Existing  Class  subject  to  Extension  Elections  exceeds  the  amount  of  Extended
Term Loans requested pursuant to the Extension Request, Term Loans of the applicable Existing
Class subject to Extension Elections shall be converted to Extended Term Loans on a pro rata
basis based on the amount of Term Loans of the applicable Existing Class included in each such
Extension Election.  The final terms of the Extended Term Loans (which shall be consistent with
the Extension Request) and the allocations of the Extended Term Loans among the Extending
Term Lenders shall be as set forth in the applicable Incremental Activation Notice entered into
by  the  Borrower  and  the  Administrative  Agent.    Each  Extending  Term  Lender’s Extension
Election Request shall be deemed to be an authorization for the Administrative Agent and the
Borrower to enter into such Incremental Activation Notice in accordance with the requirements
set forth above in this Section 2.1(h) and to bind such Extending Term Lender thereby.
(i) (1) The Borrower and any one or more Lenders (including Persons that become
Lenders in connection therewith) may from time to time agree that such Lenders will establish Revolving
Commitments through (A) the provision of a new Revolving Commitment by any such Lender or (B) the
conversion  of  a  previously  established  Revolving  Commitment  of  any  such  Lender  to  such  Extended
Revolving  Commitment  of  such  Lender  (any  Revolving  Commitments  being  established  pursuant  to
clause  (A)  or  (B)  above  and  in  accordance  with  this  Section  2.1(i),  an  “Extended  Revolving
Commitment”, which for the avoidance of doubt, shall also be a “Revolving Commitment”), in each case,
by executing and delivering to the Administrative Agent an Incremental Activation Notice specifying :
(i) the  amount  of  Extended  Revolving  Commitments  established  thereby
and whether such Extended Revolving Commitments are being established pursuant to clause (A)
or (B) of the foregoing sentence,
(ii) the  Revolving  Termination  Date  for  such  Extended  Revolving
Commitments; provided  that  the  Revolving  Termination  Date  for  any  Extended  Revolving
Commitments shall in no event be earlier than the Revolving Termination Date for the Revolving
B Commitments in effect on the Amendment No. 1 Effective Date and
(iii)  the  Applicable  Margin  for  Revolving  Loans  and  fees  in  respect  of
participations in Letters of Credit pursuant to such Extended Revolving Commitments and the
Commitment  Fee Rate for commitment  fees  payable  with respect to such Extended Revolving
Commitments; provided  that  the  Applicable  Margins  for  Revolving  Loans,  fees  in  respect  of
participations in Letters of Credit and the Commitment Fee Rate for all Revolving Commitments
that  have  the  same  Revolving  Termination  Date  shall  be  the  same  (although  different  upfront
fees  may  be  paid  by  the  Borrower).  Except  as  set  forth  above,  the  terms  of  the  Extended
Revolving  Commitments  shall  be  identical  in  all  material  respects  to  the  Revolving  B
Commitments  in  effect  on  the  Restatement  Effective  Date.  Notwithstanding  the  foregoing,
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	without  the  consent  of  the  Required  Lenders,  no  Extended  Revolving  Commitments  may  be
established  following  the  Amendment  No.  1  Effective  Date  if  after  giving  effect  to  the
establishment  of such Extended Revolving Commitments (and any concurrent reduction in the
amount of any other Revolving Commitments) the aggregate amount of Revolving Commitments
then in effect would exceed the Revolving Commitment Cap.
(2) No  Lender  shall  have  any  obligation  to  participate  in  any  increase
described in this paragraph unless it agrees to do so in its sole discretion.  The consent of the
Administrative Agent and each Issuing Lender (such consents not to be unreasonably withheld,
conditioned  or  delayed)  shall  be  required  with  respect  to  each  Lender  providing  an  Extended
Revolving Commitment to the extent such Lender is not already a Revolving Lender that is not a
Defaulting Lender.  On each date on which Extended Revolving Commitments are established,
each  Revolving  Lender  shall  purchase  at  par  from  and/or  sell  at  par  to  each  of  the  other
Revolving Lenders such portions of the outstanding Revolving Loans, if any, as may be specified
by  the  Administrative  Agent  so  that,  immediately  following  such  purchases,  all  Eurodollar
Rate/SOFR Tranches of Revolving Loans and all ABR Loans that are Revolving Loans shall be
held by the Revolving Lenders on a pro rata basis in accordance with their respective Revolving
Percentages.    Notwithstanding the  foregoing, with  the  consent of the holders of any revolving
commitments under which Pre-Existing Debt may be borrowed, the Borrower, the Administrative
Agent,  the  Swingline  Lender  and  each  Issuing  Lender  (to  the  extent  the  consent  of  the
Administrative Agent, Swingline Lender and Issuing Lender would be required for an assignment
to  any  such  holder,  each  such  consent  not  to  be  unreasonably  withheld),  such  revolving
commitments may, pursuant to an Incremental Activation Notice, be deemed to have been issued
as Extended Revolving Commitments under this Agreement on the date of effectiveness of such
Incremental  Activation  Notice  so  long  as  the  Extended  Revolving  Commitments  resulting
therefrom  comply  with  the  requirements  set  forth  above  that  are  applicable  to  Extended
Revolving Commitments and thereafter, the terms of such Pre-Existing Debt shall be governed
by the terms of this Agreement (as modified by the applicable Incremental Activation Notice).
(j) (1) The Borrower and any one or more Lenders (including Persons that become
Lenders in connection therewith) may from time to time agree that such Lenders shall make Replacement
Term Loans (which Replacement Term Loans may, at the election of the Borrower and the applicable
Lenders, be made in the form of a conversion of Term Loans of an existing Class into such Replacement
Term Loans) in order to replace in full or in part any Class of then outstanding Term Loans by executing
and delivering to the Administrative Agent an Incremental Activation Notice specifying :
(i) the  amount  of  such Replacement Term Loans (which may be up to an
amount  equal  to  the  original  aggregate  principal  amount  of  the  Class  of  Term  Loans  being
replaced plus, so long as the Borrower would be in pro forma compliance with Section 7.1, the
amount of any upfront fees or original issue discount thereon), (ii) ,
(ii) the date on which such Replacement Term Loans will be made,
(iii)  the  applicable  Replacement  Term  Maturity  Date  (which  shall  not  be
earlier than the Term Maturity Date of the Class of Term Loans being replaced),
(iv)  the amortization schedule for such Replacement Term Loans; provided
that in no event shall any Replacement Term Loans have a Weighted Average Life to Maturity
that is shorter than the then remaining Weighted Average Life to Maturity of the Term Loans of
the Class being replaced,
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	(v) the  Applicable  Margin  for  such  Replacement  Term  Loans  and  any
prepayment premiums or call protection applicable thereto, if any,
(vi)  the  proposed  original  issue  discount  applicable  to  such  Replacement
Term Loans, if any,
(vii)  whether  any  provision  of  this  Agreement  that  requires  a  minimum  final
maturity or Weighted Average Life to Maturity for any other Indebtedness by reference to any
previously  established  Term  Loans  is  following  the  date  such  Replacement  Term  Loans  are
established amended to provide a similar benefit to such Replacement Term Loans
[reserved],
(viii)  any  other  terms  and  conditions  that  will  apply  to  such  Replacement
Term Loans; provided that, except as provided above, either (x) such other terms and conditions
shall be the same as or less favorable to the Lenders providing such Replacement Term Loans
than the terms and conditions of the Class of Term Loans being replaced or (y) such other terms
and  conditions  shall  not  apply  until  all  then  outstanding  Loans  and  Commitments  (other  than
such Replacement Term Loans) have been repaid and terminated, as applicable, or until approved
by the Required Lenders.  .
(2) No Lender shall have any obligation to participate in any Replacement
Term Loans unless it agrees to do so in its sole discretion. The consent of the Administrative
Agent (such consent not to be unreasonably withheld, conditioned or delayed) shall be required
for any Person to provide a Replacement Term Loan unless such Person, or an Affiliate thereof,
was previously a Lender.
2.2. Procedure for Borrowing.  In order to effect a borrowing hereunder, the Borrower shall
give  notice  to  the  Administrative  Agent,  which  may  be  given  by:    (A)  telephone  or  (B)  a  Notice  of
Borrowing (which notice must be received by the Administrative Agent prior to 1:00 P.M., New York
City  time,  (a)  three  Business  Days  prior  to  the  requested  Borrowing  Date,  in  the  case  of  Eurodollar
Rate/SOFR Loans, or (b) one Business Day prior to the requested Borrowing Date, in the case of ABR
Loans)  (provided  that  any  such  Notice  of  Borrowing  of  ABR  Loans  under  the  Revolving  Facility  to
finance payments required by Section 3.5 may be given not later than 1:00 P.M. New York City time, on
the date of the proposed borrowing and, provided, further, that any telephonic notice must be confirmed
immediately by delivery to the Administrative Agent of a Notice of Borrowing), specifying (i) the Class
of Loan to be borrowed and, in the case of Revolving Loans, the Class of Revolving Commitments under
which such Revolving Loans are to be made, (ii) the amount and Type of Loans to be borrowed, (iii) the
requested Borrowing Date and (iv) in the case of Eurodollar Rate/SOFR Loans, the respective amounts of
each such Type of Loan and the respective lengths of the initial Interest Period therefor.  Each borrowing
shall be in an aggregate amount equal to (x) in the case of ABR Loans, $5,000,000 or a whole multiple of
$1,000,000 in excess thereof (or, if the then aggregate relevant Available Revolving Commitments are
less  than  $5,000,000,  such  lesser  amount)  and  (y)  in  the  case  of  Eurodollar  Rate/SOFR  Loans,
$10,000,000 or a whole multiple of $1,000,000 in excess thereof; provided, that the Swingline Lender
may request, on behalf of the Borrower, borrowings under the relevant Revolving Commitments that are
ABR Loans in other amounts pursuant to Section 2.5.  Upon receipt of any Notice of Borrowing from the
Borrower,  the  Administrative  Agent  shall  promptly  notify  each  relevant  Lender  thereof.    Except  as
provided  in  Section  2.1(a),  each  relevant  Lender  will  make  the  amount  of  its  pro  rata  share  of  each
borrowing available to the Administrative Agent (in the case of any Revolving Loan, based on respective
Revolving Percentages of the Revolving Lenders with the relevant Class of Revolving Commitments) for
the account of the Borrower at the Funding Office prior to 10:00 A.M., New York City time (or 2:00
P.M., New York City time in respect of ABR Loans under the Revolving Facility to finance payments
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	required  by  Section  3.5),  on  the  Borrowing  Date  requested  by  the  Borrower  in  funds  immediately
available  to  the  Administrative  Agent;  provided  that,  in  the  event  that  any  Revolving  Lender  fails  to
make available to the Administrative Agent any portion of such amount prior to 10:30 A.M. New York
City time (or 2:30 P.M., New York City time in respect of ABR Loans under the Revolving Facility to
finance payments required by Section 3.5) on the relevant Borrowing Date, the Borrower shall be deemed
to have provided notice to the Swingline Lender in accordance with Section 2.5 requesting a Swingline
Loan in an amount equal to  the aggregate amount of any such shortfall, rounded up to the applicable
whole multiple of $500,000 (but in no event exceeding, together with all outstanding Swingline Loans,
the Swingline Commitment).  Such borrowing (including any such Swingline Loan) will then be made
available not later than 11:00 A.M., New York City time (or 3:00 P.M., New York City time in respect of
ABR Loans under the Revolving Facility to finance payments required by Section 3.5), to the Borrower
by the Administrative Agent crediting the account of the Borrower on the books of such office with the
aggregate of the amounts made available to the Administrative Agent by the relevant Lenders and in like
funds as received by the Administrative Agent. With respect to Term SOFR, the Administrative Agent
(with  the consent  of the  Borrower, not to be unreasonably withheld or delayed) will have the right to
make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in
any  other  Loan  Document,  any  amendments  implementing  such  Conforming  Changes  will  become
effective without any further action or consent of any other party to this Agreement or any other Loan
Document; provided that, with respect to any such amendment effected, the Administrative Agent shall
post  each  such  amendment  implementing  such Conforming  Changes  to  the  Borrower  and  the Lenders
reasonably promptly after such amendment becomes effective.
2.3. Repayment of Loans.
(a) The Term A-2 Loans of each Lender shall mature in 14 consecutive installments
following the Amendment No. 1 Effective Date on the dates and in the aggregate amounts for all Term
A-2 Loans set forth below (it being understood that, in addition to reductions resulting from optional and
mandatory prepayments in accordance with Section 2.8 and Section 2.9, the aggregate principal amount
of amortization payable by the Borrower with respect to all Term A-2 Loans on any such date shall be
reduced proportionately as a result of any future conversion of Term A-2 Loans to Extended Term Loans
following the Amendment No. 1 Effective Date and prior to such date of payment):[Reserved]
Installment Date Installment Amount
December 31, 2019 $2,845,857.34
March 31, 2020 $2,845,857.34
June 30, 2020 $2,845,857.34
September 30, 2020 $2,845,857.34
December 31, 2020 $2,845,857.34
March 31, 2021 $2,845,857.34
June 30, 2021 $2,845,857.34
September 30, 2021 $2,845,857.34
December 31, 2021 $2,845,857.34
March 31, 2022 $2,845,857.34
June 30, 2022 $2,845,857.34
September 30, 2022 $2,845,857.34
December 31, 2022 $2,845,857.34
Term A-2 Maturity Date: $170,751,440.19
(b) The Term B Loans (other than the Converted Term B Loans) of each Term B
Lender shall be repaid in full on the Amendment No. 1 Effective Date.
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	(c) [reserved]. Reserved].
(d) The Term A-4 Loans of each Lender shall mature in 22 consecutive installments
following the Amendment No. 1 Effective Date on the dates and in the aggregate amounts for all Term
A-4 Loans set forth below (it being understood that, in addition to reductions resulting from optional and
mandatory prepayments in accordance with Section 2.8 and Section 2.9, the aggregate principal amount
of amortization payable by the Borrower with respect to all Term A-4 Loans on any such date shall be
reduced proportionately as a result of any future conversion of Term A-4 Loans to Extended Term Loans
following the Amendment No. 1 Effective Date and prior to such date of payment):[Reserved].
Installment Date Installment Amount
December 31, 2019 $50,614,296.52
March 31, 2020 $50,614,296.52
June 30, 2020 $50,614,296.52
September 30, 2020 $50,614,296.52
December 31, 2020 $50,614,296.52
March 31, 2021 $50,614,296.52
June 30, 2021 $50,614,296.52
September 30, 2021 $50,614,296.52
December 31, 2021 $50,614,296.52
March 31, 2022 $50,614,296.52
June 30, 2022 $50,614,296.52
September 30, 2022 $50,614,296.52
December 31, 2022 $50,614,296.52
March 31, 2023 $50,614,296.52
June 30, 2023 $50,614,296.52
September 30, 2023 $50,614,296.52
December 31, 2023 $50,614,296.52
March 31, 2024 $50,614,296.52
June 30, 2024 $50,614,296.52
September 30, 2024 $50,614,296.52
December 31, 2024 $50,614,296.52
Term A-4 Maturity Date: $2,986,243,494.66
(e) The Term A-5 Loans of each Term A-5 Lender shall mature in 21 installments
following the Amendment No. 2 Effective Date (each due on the last day of each calendar quarter, except
for such last installment), commencing on September 30, 2022, each of which shall be in an amount
equal to (i) in the case of the first 20 such remaining installments, $75,625,000.00 (it being understood
that, in addition to reductions resulting from optional prepayments in accordance with Section 2.8, the
aggregate principal amount of amortization payable by the Borrower with respect to all Term A-5 Loans
on any such date shall be reduced proportionately as a result of any conversion of Term A-5 Loans to
Extended Term Loans following the Amendment No. 2 Effective Date and prior to the date of such
payment) and (ii) in the case of the last such installment (which shall be due on the Term A-5 Maturity
Date), the remaining principal balance of such Term A-5 Loans outstanding on such date.
(f) The Term A-6 Loans of each Term A-6 Lender shall mature in 25 installments
following the Amendment No. 2 Effective Date (each due on the last day of each calendar quarter, except
for  such  last  installment),  commencing  on  September  30,  2022,  each  of  which  shall  be  in  an  amount
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	equal to (i) in the case of the first 24 such remaining installments, $6,250,000.00 (it being understood
that, in addition to reductions resulting from optional prepayments in accordance with Section 2.8, the
aggregate principal amount of amortization payable by the Borrower with respect to all Term A-6 Loans
on any such date shall be reduced proportionately as a result of any conversion of Term A-6 Loans to
Extended  Term  Loans  following  the  Amendment  No.  2  Effective  Date  and  prior  to  the  date  of  such
payment) and (ii) in the case of the last such installment (which shall be due on the Term A-6 Maturity
Date), the remaining principal balance of such Term A-6 Loans outstanding on such date.
(g) The Term B-1 Loans of each Term B-1 Lender shall mature in 23 installments
following the Amendment No. 1 Effective Date (each due on the last day of each calendar quarter, except
for such last installment), commencing on December 31, 2019, each of which shall be in an amount equal
to (i) in the case of the first 22 such remaining installments, $6,171,209.47 (it being understood that, in
addition to reductions resulting from optional and mandatory prepayments in accordance with Section 2.8
and Section 2.9,2.8, the aggregate principal amount of amortization payable by the Borrower with respect
to all Term B-1 Loans on any such date shall be reduced proportionately as a result of any conversion of
Term B-1 Loans to Extended Term Loans following the Amendment No. 1 Effective Date and prior to
the date of such payment) and (ii) in the case of the last such installment (which shall be due on the Term
B-1 Maturity Date), the remaining principal balance of such Term B-1 Loans outstanding on such date.
(fh) The Term B-2 Loans of each Term B-2 Lender shall mature in 30 installments
following the Amendment No. 1 Effective Date (each due on the last day of each calendar quarter, except
for such last installment), commencing on December 31, 2019, each of which shall be in an amount equal
to (i) in the case of the first 29 such remaining installments, $$9,533,974.20 (it being understood that, in
addition to reductions resulting from optional and mandatory prepayments in accordance with Section 2.8
and Section 2.9,2.8, the aggregate principal amount of amortization payable by the Borrower with respect
to all Term B-2 Loans on any such date shall be reduced proportionately as a result of any conversion of
Term B-2 Loans to Extended Term Loans following the Amendment No. 1 Effective Date and prior to
the date of such payment) and (ii) in the case of the last such installment (which shall be due on the Term
B-2 Maturity Date), the remaining principal balance of such Term B-2 Loans outstanding on such date.
(gi) The  Incremental  Term  Loans  of  each  Class  established  following  the
Restatement Effective Date shall mature in installments as specified in the Incremental Activation Notice
pursuant to which such Incremental Term Loans were made (and subject to the limitations contained in
Section 2.1(h)).
(hj) The Extended Term Loans of each Class shall mature in installments as specified
in the Incremental Activation Notice pursuant to which such Extended Term Loans were converted (and
subject to the limitations contained in Section 2.1(h)).
(ik) The  Replacement  Term  Loans  of  each  Class  shall  mature  in  installments  as
specified in the Incremental Activation Notice pursuant to which such Replacement Term Loans were
established (and subject to the limitations contained in Section 2.1(j)).
(jl) The Borrower shall repay all outstanding Revolving Loans made pursuant to any
Revolving  Commitments  on  the  Revolving  Termination  Date  for  such  Revolving  Commitments.    The
Borrower shall repay all Swingline Loans on the first date on which the Revolving Termination Date has
occurred with respect to all Revolving Commitments (other than Revolving A Commitments).
2.4. Swingline  Commitment.    Subject  to  the  terms  and  conditions  hereof,  the  Swingline
Lender agrees, in reliance upon the agreements of the other Lenders set forth in Section 2.5, to make a
portion of the credit otherwise available to the Borrower under the Revolving Commitments (other than
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	Revolving  A  Commitments)  from  time  to  time  during  the  Revolving  Commitment  Period  for  such
Revolving Commitments by making swingline loans (“Swingline Loans”) to the Borrower; provided that
(a)  the  aggregate  principal  amount  of  Swingline  Loans  outstanding  at  any  time  shall  not  exceed  the
Swingline Commitment then in effect (notwithstanding that the Swingline Loans outstanding at any time,
when aggregated with the Swingline Lender’s other outstanding Revolving Loans hereunder, may exceed
the Swingline Commitment then in effect) and the aggregate amount of Swingline Loans made by Bank
of  America,  N.A.  shall  not  exceed  the  Revolving  Commitment  of  Bank  of  America,  N.A.  unless
otherwise agreed by Bank of America, N.A. in its sole discretion), (b) the Borrower shall not request, and
the Swingline Lender shall not make, any Swingline Loan if, after giving effect to the making of such
Swingline Loan, the aggregate amount of the Available Revolving Commitments (excluding Revolving A
Commitments)  would  be  less  than  zero  and  (c)  the  Swingline  Lender  shall  be  under  no  obligation  to
make  any  Swingline  Loan  at  any  time  that  any  Revolving  Lender  is  a  Defaulting  Lender  unless  the
Swingline Lender has entered into arrangements, including, if requested, the delivery of Cash Collateral,
satisfactory  to  the  Swingline  Lender  (in  its  sole  discretion)  with  the  Borrower  or  such  Lender  to
eliminate such Swingline Lender’s actual or potential Fronting Exposure (after giving effect to Section
2.21(a)(iii)) with respect to the Defaulting Lender arising from either the Swingline Loan to be made and
all other Swingline Loans as to which such Swingline Lender has actual or potential Fronting Exposure,
as  it  may  elect  in  its  sole  discretion.    During  the  Revolving  Commitment  Period  for  any  Revolving
Commitments  (other  than  Revolving  A  Commitments),  the  Borrower  may  use  the  Swingline
Commitment by borrowing, repaying and reborrowing, all in accordance with the terms and conditions
hereof.  Swingline Loans shall be ABR Loans only.
2.5. Procedure for Swingline Borrowing; Refunding of Swingline Loans.
(a) Whenever  the  Borrower  desires  that  the  Swingline  Lender  make  Swingline
Loans it shall give the Swingline Lender irrevocable telephonic notice confirmed promptly in writing or
such other form as approved by the Administrative Agent (including any form on an electronic platform
or  electronic  transmission  system  as  shall  be  approved  by  the  Administrative  Agent  pursuant),
appropriately  completed  and  signed  by  a  Responsible  Officer  of  the  Borrower  (which  notice  must  be
received  by  the  Swingline  Lender  not  later  than  1:00  P.M.,  New  York  City  time,  on  the  proposed
Borrowing Date), specifying (i) the amount to be borrowed and (ii) the requested Borrowing Date (which
shall be a  Business Day  during  the  Revolving  Commitment Period  for  any  Revolving  Commitments).
Each borrowing under the Swingline Commitment shall be in an amount equal to $1,000,000 or a whole
multiple of $500,000 in excess thereof.  Not later than 3:00 P.M., New York City time, on the Borrowing
Date specified in a notice in respect of Swingline Loans, the Swingline Lender shall make available to
the Administrative Agent at the Funding Office an amount in immediately available funds equal to the
amount of  the  Swingline Loan  to  be  made by  the  Swingline Lender.    The  Administrative  Agent  shall
make  the  proceeds  of  such  Swingline  Loan  available  to  the  Borrower  on  such  Borrowing  Date  by
depositing  such  proceeds  in  the  account  of  the  Borrower  with  the  Administrative  Agent  on  such
Borrowing Date in immediately available funds.
(b) The Swingline Lender, at any time and from time to time in its sole and absolute
discretion and in consultation with the Borrower (provided that the failure to so consult shall not affect
the  ability  of  the  Swingline  Lender  to  make  the  following  request)  may,  on  behalf  of  the  Borrower
(which  hereby  irrevocably  directs  the  Swingline  Lender  to  act  on  its  behalf),  on  one  Business  Day’s
notice  given  by  the  Swingline  Lender  no  later  than  1:00  P.M.,  New  York  City  time,  request  each
Revolving Lender to make, and each Revolving Lender hereby agrees to make, a Revolving Loan, in an
amount  equal  to  such  Revolving  Lender’s  Revolving  Percentage  of  the  aggregate  amount  of  the
Swingline Loans (the “Refunded Swingline Loans”) outstanding on the date of such notice, to repay the
Swingline Lender.  Each Revolving Lender shall make the amount of such Revolving Loan available to
the  Administrative  Agent  at  the  Funding  Office  in  immediately  available  funds,  not  later  than  12:00
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	Noon,  New  York  City  time,  one  Business  Day  after  the  date  of  such  notice.    The  proceeds  of  such
Revolving  Loans  shall  be  immediately  made  available  by  the  Administrative  Agent  to  the  Swingline
Lender for application by the Swingline Lender to the repayment of the Refunded Swingline Loans.  The
Borrower  irrevocably  authorizes  the  Swingline  Lender  to  charge  the  Borrower’s  accounts  with  the
Administrative Agent (up to the amount available in each such account) in order to immediately pay the
amount of such Refunded Swingline Loans to the extent amounts received from the Revolving Lenders
are not sufficient to repay in full such Refunded Swingline Loans.
(c) If prior to the time a Revolving Loan would have otherwise been made pursuant
to Section 2.5(b), one of the events described in Section 8.1(g) shall have occurred and be continuing
with respect to the Borrower or if for any other reason, as determined by the Swingline Lender in its sole
discretion, Revolving Loans may not be made as contemplated by Section 2.5(b), each Revolving Lender
shall,  on  the  date  such  Revolving  Loan  was  to  have  been  made  pursuant  to  the  notice  referred  to  in
Section 2.5(b), purchase for cash an undivided participating interest in the then outstanding Swingline
Loans by paying to the Swingline Lender an amount (the “Swingline Participation Amount”) equal to (i)
such Revolving Lender’s Revolving Percentage times (ii) the sum of the aggregate principal amount of
Swingline Loans then outstanding that were to have been repaid with such Revolving Loans.
(d) Whenever,  at  any  time  after  the  Swingline  Lender  has  received  from  any
Revolving  Lender  such  Lender’s  Swingline  Participation  Amount,  the  Swingline  Lender  receives  any
payment  on  account  of  the  Swingline  Loans,  the  Swingline  Lender  will  distribute  to  such  Lender  its
Swingline Participation Amount (appropriately adjusted, in the case of interest payments, to reflect the
period of time during which such Lender’s participating interest was outstanding and funded and, in the
case of principal and interest payments, to reflect such Lender’s pro rata portion of such payment if such
payment is not sufficient to pay the principal of and interest on all Swingline Loans then due); provided,
however, that in the event that such payment received by the Swingline Lender is required to be returned,
such Revolving Lender will return to the Swingline Lender any portion thereof previously distributed to
it by the Swingline Lender.
(e) Each  Revolving  Lender’s  obligation  to  make  the  Loans  referred  to  in  Section
2.5(b)  and  to  purchase  participating  interests  pursuant  to  Section  2.5(c)  shall  be  absolute  and
unconditional  and  shall  not  be  affected  by  any  circumstance,  including  (i)  any  setoff,  counterclaim,
recoupment,  defense  or other right  that  such  Revolving  Lender  or the  Borrower  may  have  against the
Swingline Lender, the Borrower or any other Person for any reason whatsoever; (ii) the occurrence or
continuance  of  a  Default  or  an  Event  of  Default  or  the  failure  to  satisfy  any  of  the  other  conditions
specified in Section 5; (iii) any adverse change in the condition (financial or otherwise) of the Borrower;
(iv) any breach of this Agreement or any other Loan Document by the Borrower, any other Loan Party or
any other Revolving Lender; or (v) any other circumstance, happening or event whatsoever, whether or
not similar to any of the foregoing.
2.6. Fees, Etc.
(a) The Borrower agrees to pay to the Administrative Agent for the account of each
Revolving Lender a nonrefundable commitment fee through the last day of the Revolving Commitment
Period for such Revolving Lender’s Revolving Commitment computed at the Commitment Fee Rate for
such Revolving Commitment on the actual daily amount of the Available Revolving Commitment of such
Lender of such Class of Revolving Commitments, payable quarterly in arrears on the last day of each
March,  June,  September  and  December  and  on  the  Revolving  Termination  Date  for  such  Revolving
Commitments.
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	(b) The Borrower agrees to pay to the Administrative Agent the fees in the amounts
and on the dates previously agreed to in writing by the Borrower and the Administrative Agent.
(c) Notwithstanding  anything  to  the  contrary  contained  in  this  Agreement,  at  the
time of the effectiveness of any Repricing Transaction that is consummated prior to April 24, 2020, the
Borrower  agrees  to  pay  to  the  Administrative  Agent,  for  the  ratable  account  of  each  Lender  with
outstanding Term B-1 Loans and/or Term B-2 Loans subject to such Repricing Transaction, a fee in an
amount equal to 1.0% of (x) in the case of a Repricing Transaction of the type described in clause (a) of
the definition thereof, the aggregate principal amount of all Term B-1 Loans and/or Term B-2 Loans of
such Lender prepaid (or converted) in connection with such Repricing Transaction and (y) in the case of
a Repricing Transaction described in clause (b) of the definition thereof, the aggregate principal amount
of the Term B-1 Loans and/or Term B-2 Loans of such Lender outstanding immediately prior to such
amendment with respect to which such amendment constitutes a Repricing Transaction.  Such fees shall
be due and payable upon the date of the effectiveness of such Repricing Transaction.
2.7. Termination or Reduction of Commitments.
(a) The Borrower shall have the right, upon notice delivered to the Administrative
Agent no later than 1:00 P.M., New York City time, at least three Business Days prior to the proposed
date  of  termination  or  reduction,  to  terminate  the  Revolving  Commitments  or,  from  time  to  time,  to
reduce  the  amount of the Revolving Commitments of any Class; provided that no such termination or
reduction shall be permitted if, after giving effect thereto and to any prepayments of the Revolving Loans
or Swingline Loans made on the effective date thereof, the Revolving Extensions of Credit under such
Class  of  Revolving  Commitments  of  any  Revolving  Lender  would  exceed  such  Revolving  Lender’s
Revolving  Commitment  of  such  Class.    Any  such  partial  reduction  shall  be  in  an  amount  equal  to
$10,000,000,  or  a  whole  multiple  of  $1,000,000  in  excess  thereof,  shall  reduce  permanently  the
Revolving Commitments then in effect and shall be applied to reduce the Revolving Commitments of any
Class as the Borrower may designate, but in any event, in the case of Revolving Commitments with the
same Revolving Termination Date, on a pro rata basis among such Revolving Commitments based on the
respective amount of such Revolving Commitments of each Revolving Lender.  Each notice delivered by
the Borrower pursuant to this Section shall be irrevocable, provided that such notice may state that it is
conditioned  upon  the  effectiveness  of  other  credit  facilities  (including  under  this  Agreement)  or
incurrence  of  other  Indebtedness,  the  consummation  of  a  particular  Disposition,  the  occurrence  of  a
change of control or other event), in which case such notice may be revoked by the Borrower (by notice
to the Administrative Agent on or prior to the specified effective date) if such condition is not satisfied.
(b) The  Term  A-4 Commitment  of each Lender will terminate on the Amendment
No. 1 Effective Date immediately upon the funding of such Lender’s Term A-4 Loan thereunder.(c)
The Term B-1 Additional Commitment of each Lender will terminate on the Amendment No. 1 Effective
Date immediately upon the funding of such Lender’s Term B-1 Loan thereunder.
(dc) The  Term  B-2  Additional  Commitment  of  each  Lender  will  terminate  on  the
Amendment  No.  1  Effective  Date  immediately  upon  the  funding  of  such  Lender’s  Term  B-2  Loan
thereunder.
(d) The  Term  A-5  Additional  Commitment  of  each  Lender  will  terminate  on  the
Amendment  No.  2  Effective  Date  immediately  upon  the  funding  of  such  Lender’s  Term  A-5  Loan
thereunder.
(e) The  Term  A-6 Commitment  of each Lender will terminate on the Amendment
No. 2 Effective Date immediately upon the funding of such Lender’s Term A-6 Loan thereunder.
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	2.8. Optional Prepayments.
(a) The Borrower may at any time and from time to time prepay the Loans of any
Class (and Revolving Loans under any Class of Revolving Commitments selected by the Borrower), in
whole  or  in  part,  without  premium  or  penalty,  upon  notice  in  such  form  as  may  be  approved  by  the
Administrative Agent (including any form on an electronic platform or electronic transmission system as
shall be approved by the Administrative Agent), appropriately completed and signed by a Responsible
Officer, delivered to the Administrative Agent no later than 1:00 P.M., New York City time, at least three
Business Days prior thereto in the case of Eurodollar Rate/SOFR Loans  and no later than 1:00 P.M.,
New York City time, at least one Business Day prior thereto in the case of ABR Loans, which notice
shall  specify  the  date  and  amount  of  prepayment,  the  Class  of  Loans  being  prepaid  and  whether  the
prepayment is of Eurodollar Rate/SOFR Loans or ABR Loans; provided, that if a Eurodollar Rate/SOFR
Loan is prepaid on any day other than the last day of the Interest Period applicable thereto, the Borrower
shall  also  pay  any  amounts  owing  pursuant  to  Section  2.18.    Upon  receipt  of  any  such  notice,  the
Administrative Agent shall promptly notify each relevant Lender thereof.  If any such notice is given, the
amount  specified  in  such  notice  shall  be  due  and  payable  on  the  date  specified  therein, together  with
(except in the case of Revolving Loans that are ABR Loans and Swingline Loans) accrued interest to
such date on the amount prepaid.  Partial prepayments of Term Loans and Revolving Loans pursuant to
this  Section  2.8(a)  shall  be  in  an  aggregate  principal  amount  of  $5,000,000  or  a  whole  multiple  of
$1,000,000 in excess thereof.  Partial prepayments of Swingline Loans shall be in an aggregate principal
amount of $1,000,000 or a whole multiple of $500,000 in excess thereof.  Each notice delivered by the
Borrower  pursuant  to  this  Section  shall  be  irrevocable,  provided  that  such  notice  may  state  that  it  is
conditioned  upon  the  effectiveness  of  other  credit  facilities  (including  under  this  Agreement)  or
incurrence  of  other  Indebtedness,  the  consummation  of  a  particular  Disposition,  the  occurrence  of  a
change of control or other event), in which case such notice may be revoked by the Borrower (by notice
to  the  Administrative  Agent  on  or  prior  to  the  specified  prepayment  date)  if  such  condition  is  not
satisfied.    Any  prepayment  of  Loans  of  any  Class  (or  Revolving  Loans  under  any  Revolving
Commitments, as the case may be) pursuant to this Section 2.8(a) shall be applied to the Loans of such
Class (or the Revolving Loans under such Class of Revolving Commitments as the case may be) of each
Lender on a pro rata basis in accordance with the respective amounts of such Loans held by each such
Lender.
(b)
(i)  Notwithstanding anything to the contrary in Section 2.8(a), the Borrower
shall have the right at any time and from time to time to prepay Term Loans of any Class, to the
Lenders at a prepayment price which is less than, equal to or greater than the principal amount of
such Term Loans and on a non pro rata basis (each, an “Offered Voluntary Prepayment”) either
(x)  purchasing  directly  from  Lenders  at  the  Borrower’s  sole  discretion  pursuant  to  Section
10.6(g) or (y) pursuant to the procedures described in this Section 2.8(b); provided that (A) no
Offered Voluntary Prepayment may be made if a Default or Event of Default has occurred and is
continuing,  (B)  any  Offered  Voluntary  Prepayment  shall  be  offered  to  all  Lenders  with  Term
Loans  of  the  Class  selected  by  the  Borrower  on  a  pro  rata  basis  and  (C)  the  Borrower  shall
deliver to the Administrative Agent a certificate of a Responsible Officer of the Borrower stating
that (1) no Default or Event of Default has occurred and is continuing or would result from such
Offered  Voluntary  Prepayment  and  (2)  each  of  the  conditions  to  such  Offered  Voluntary
Prepayment contained in this Section 2.8(b) has been satisfied.
(ii) To  the  extent  the  Borrower  seeks  to  make  an  Offered  Voluntary
Prepayment  pursuant  to  Section  2.8(b)(i)(y),  the  Borrower  will  provide  written  notice  from  a
Responsible Officer of the Borrower to the Administrative Agent (each, an “Offered Prepayment
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	Option  Notice”)  that  the  Borrower  desires  to  prepay  Term  Loans  of  a  specified  Class  in  an
aggregate  principal  amount  specified  therein  by  the  Borrower  (each,  a  “Proposed  Offered
Prepayment  Amount”).    The  Proposed  Offered  Prepayment  Amount  shall  not  be  less  than
$25,000,000  (or  such  lesser  amount  if  the  Term  Loans  of  such  specified  Class  have  a  lower
aggregate  amount  outstanding  at  such  time).    The  Offered  Prepayment  Option  Notice  shall
further specify with respect to the proposed Offered Voluntary Prepayment:  (A) the Proposed
Offered Prepayment Amount for Term Loans and the Class of Term Loans with respect to such
offer is being made, (B) an offered prepayment price range (which may be a single percentage)
selected by the Borrower with respect to such proposed Offered Voluntary Prepayment equal to a
percentage of par of the principal amount of Term Loans of the applicable Class (the “Offered
Range”) and (C) the date by which Lenders are required to indicate their election to participate in
such  proposed Offered Voluntary Prepayment (the “Acceptance Date”) which shall be at least
five Business Days following the date of such Offered Prepayment Option Notice is delivered.
(iii) Upon  receipt  of  an  Offered  Prepayment  Option  Notice,  the
Administrative Agent shall promptly notify each applicable Lender thereof.  On or prior to the
Acceptance  Date,  each  such  Lender  may  specify  by  written  notice  in  form  reasonably
satisfactory  to  the  Administrative  Agent  (each,  a  “Lender  Participation  Notice”;  it  being
understood that a Lender may deliver more than one Lender Participation Notice, and that each
such  Lender  Participation  Notice  of  such  Lender  shall  constitute  an  independent  and
unconditional offer, and no such Lender Participation Notice may be contingent on the making of
any prepayment with respect to the Offered Loans in respect of any other Lender Participation
Notice, or otherwise be contingent or conditional in any way) to the Administrative Agent (A) a
minimum  price  (the  “Acceptable  Price”)  within  the  Offered  Range  at  which  such  Lender  is
willing to accept a prepayment of a portion of its Term Loans of the applicable Class and (B) a
maximum  principal  amount  (subject  to  rounding  requirements  specified  by  the  Administrative
Agent) of Term Loans of such Class held by such Lender with respect to which such Lender is
willing to permit an Offered Voluntary Prepayment at the Acceptable Price (“Offered Loans”).
Based  on  the Acceptable Prices and  principal amounts  of  Term Loans of the applicable Class
specified by the Lenders in the applicable Lender Participation Notice, the Administrative Agent,
in  consultation  with  the  Borrower,  shall  determine  the  applicable  prepayment  price  for  Term
Loans  pursuant  to  such  Offered  Voluntary  Prepayment  (the  “Applicable  Price”),  which
Applicable  Price  shall  be  (A)  the  percentage  specified  by  the  Borrower  if  the  Borrower  has
selected a single percentage pursuant to Section 2.8(b)(ii) for the Offered Voluntary Prepayment
or  (B)  otherwise,  the  lowest  Acceptable  Price  at  which  the  Borrower  can  pay  the  Proposed
Offered  Prepayment  Amount  in  full  (determined  by  adding  the  principal  amounts  of  Offered
Loans  commencing  with  the  Offered  Loans  with  the  lowest  Acceptable  Price);  provided,
however, that in the event that such Proposed Offered Prepayment Amount cannot be repaid in
full at any Acceptable Price, the Applicable Price shall be the highest Acceptable Price specified
by the Lenders that is within the Offered Range.  The Applicable Price shall be applicable for all
Lenders  who  have  offered  to  participate  in  the  Offered  Voluntary  Prepayment  and  have
Qualifying  Loans  (as  defined  below).    Any  Lender  with  outstanding  Loans  whose  Lender
Participation Notice is not received by the Administrative Agent by the Acceptance Date shall be
deemed to have declined to accept an Offered Voluntary Prepayment of any of its Loans at the
Applicable Price.
(iv) The  Borrower  shall  make  an  Offered  Voluntary  Prepayment  by
prepaying those Term Loans (or the respective portions thereof) of the applicable Class offered
by the Lenders (“Qualifying Lenders”) that specify an Acceptable Price that is equal to or less
than  the  Applicable  Price  (“Qualifying  Loans”)  at  the  Applicable  Price;  provided  that  if  the
aggregate proceeds required to prepay all Qualifying Loans (disregarding any interest payable at
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	such  time)  would  exceed  the  amount  of  aggregate  proceeds  required  to  prepay  the  Proposed
Offered Prepayment Amount, such amounts in each case calculated by applying the Applicable
Price,  the Borrower shall prepay such Qualifying Loans ratably among the Qualifying Lenders
based  on  their  respective  principal  amounts  of  such  Qualifying  Loans  (subject  to  rounding
requirements  specified  by  the  Administrative  Agent).    If  the  aggregate  proceeds  required  to
prepay all Qualifying Loans (disregarding any interest payable at such time) would be less than
the amount of aggregate proceeds required to prepay the Proposed Offered Prepayment Amount,
such  amounts  in  each  case  calculated  by  applying  the  Applicable  Price,  the  Borrower  shall
prepay all Qualifying Loans.
(v) Each Offered Voluntary Prepayment shall be made within five Business
Days  of the  Acceptance  Date (or  such later date as the Administrative Agent shall reasonably
agree, given the time required to calculate the Applicable Price and determine the amount and
holders  of  Qualifying  Loans),  without  premium  or  penalty  (and  not  subject  to  Section  2.18),
upon  irrevocable  notice  (each  an  “Offered  Voluntary  Prepayment  Notice”),  delivered  to  the
Administrative Agent no later than 1:00 P.M., New York City time, three Business Days prior to
the date of such Offered Voluntary Prepayment, which notice shall specify the date and amount
of the Offered Voluntary Prepayment and the Applicable Price determined by the Administrative
Agent.    Upon  receipt  of  any  Offered  Voluntary  Prepayment  Notice,  the  Administrative  Agent
shall promptly notify each relevant Lender thereof.  If any Offered Voluntary Prepayment Notice
is given, the amount specified in such notice shall be due and payable to the applicable Lenders,
subject  to  the  Applicable  Price  on  the  applicable  Term  Loans,  on  the  date  specified  therein
together with accrued interest (on the par principal amount) to but not including such date on the
amount prepaid.
(vi) Prior to the delivery of an Offered Voluntary Prepayment Notice, upon
written notice to the Administrative Agent, (A) the Borrower may withdraw its offer to make an
Offered Voluntary Prepayment pursuant to any Offered Prepayment Option Notice and (B) any
Lender may withdraw its offer to participate in any Offered Voluntary Prepayment pursuant to
any Lender Participation Notice.
(vii) To the extent not expressly provided for herein, each Offered Voluntary
Prepayment  shall  be  consummated pursuant to  reasonable procedures (including as to timing,
rounding, minimum amounts, Type and Interest Periods and calculation of Applicable Price in
accordance  with  Section  2.8(b)(iii)  above)  established  by  the  Administrative  Agent  in
consultation  with  the  Borrower.  It is understood and agreed that the Borrower may employ a
financial institution or other advisor (whether or not an affiliate of the Administrative Agent) to
act as an arranger in connection with any Offered Voluntary Prepayment and, in such event, the
Administrative Agent agrees, subject to its internal agency policies, to provide such reasonable
cooperation  as  may  be  requested  by  the  Borrower  in  order  to  facilitate  communications  from
such arranger to the Lenders and otherwise to provide access to Lender Participation Notices.
(viii) Each  of  the  Borrower  and  the  Lenders  acknowledges  and  agrees  that
Administrative Agent may perform any and all of its duties under this Section 2.8(b) by itself or
through any Affiliate of the Administrative Agent and expressly consents to any such delegation
of  duties  by  the  Administrative  Agent  such  Affiliate  and  the  performance  of  such  delegated
duties by such Affiliate.  The exculpatory provisions pursuant to this Agreement shall apply to
each  Affiliate of  the  Administrative  Agent  and  its respective activities in connection with any
Offered  Voluntary  Prepayment  provided  for  in  this  Section  2.8  as  well  as  activities  of  the
Administrative Agent.  Notwithstanding anything set forth herein, the Administrative Agent shall
not be required to serve as the auction agent for, or have any other obligations to participate in
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	(other  than  mechanical  administrative duties), or facilitate, any Offered Voluntary Prepayment
unless it is reasonably satisfied with the terms and restrictions of such auction.
2.9. Mandatory Prepayments2.9. [Reserved].
(a) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash
Proceeds from any Asset Sale or Recovery Event then, with respect to an amount equal to 75% of such
Net Cash Proceeds (“Allocated Proceeds”; provided that the Borrower or such Subsidiary may instead
deem a portion of such Net Cash Proceeds equal to the first 75% of the Total Net Proceeds to the
Borrower or such Subsidiary from such Asset Sale or Recovery Event, when and as received, to be the
Allocated Proceeds of such Asset Sale or Recovery Event), (i) if such Allocated Proceeds are not
Reinvestment Proceeds, such Allocated Proceeds shall be applied on the fifth Business Day after the date
such proceeds are received toward the prepayment of the Term Loans or (ii) if such Allocated Proceeds
are Reinvestment Proceeds, on each Reinvestment Prepayment Date, an amount equal to the relevant
Reinvestment Prepayment Amount shall be applied toward the prepayment of the Term Loans in the
manner specified in Section 2.9(c); provided that, notwithstanding clauses (i) and (ii) above, to the extent
that the terms of the documentation for any First Lien Notes or Pre-Existing Debt that is secured on a pari
passu basis with the Obligations under this Agreement require that a portion of such Allocated Proceeds
be applied to purchase First Lien Notes or Pre-Existing Debt pursuant to a mandatory offer to purchase
such First Lien Notes or Pre-Existing Debt, such Allocated Proceeds may be applied to prepay Term
Loans in accordance with Section 2.9(c) and purchase First Lien Notes and/or Pre-Existing Debt on a pro
rata basis based on the respective amounts of Term Loans and First Lien Notes and/or Pre-Existing Debt
then outstanding.
(b) If on any date the Borrower or any of its Subsidiaries shall receive Net Cash
Proceeds from any Debt Incurrence Prepayment Event then an amount equal to 100% of such Net Cash
Proceeds shall be applied toward the prepayment of the Term Loans in the manner specified in Section
2.9(c).
(c) The application of any amounts required to be applied to a prepayment of Term
Loans pursuant to Section 2.9(a) shall be made on a pro rata basis to each Class of Term Loans then
outstanding (except to the extent that any Incremental Activation Notice for any Class of Incremental
Term Loans or Extended Term Loans provide that such Incremental Term Loans or Extended Term
Loans shall participate on a lesser basis or not participate at all).  The application of any amounts
required to be applied to a prepayment of Term Loans pursuant to Section 2.9(b) shall be made, at the
Borrower’s option (by notice to the Administrative Agent), either (i) on a pro rata basis to each Class of
Term Loans then outstanding or (ii) to the Term Loans of each Class selected by the Borrower.  Amounts
required to be applied to the prepayment of Term Loans of any Class shall be applied first, to ABR Loans
of such Class and, second, to Eurodollar Loans of such Class.  Each prepayment of the Term Loans under
this Section 2.9 shall be accompanied by accrued interest to the date of such prepayment on the amount
prepaid.
2.10. Conversion and Continuation Options.
(a) The  Borrower  may  elect  from  time  to  time  to  convert  Eurodollar  Rate/SOFR
Loans of any Class to ABR Loans of such Class by giving the Administrative Agent at least two Business
Days’  prior  irrevocable  notice  of  such  election,  provided  that  any  such  conversion  of  Eurodollar
Rate/SOFR Loans  may  only  be  made  on  the  last  day  of  an  Interest  Period  with  respect  thereto.    The
Borrower  may  elect  from  time  to  time  to  convert  ABR  Loans  of  any  Class  to  Eurodollar  Rate/SOFR
Loans of such Class by giving the Administrative Agent irrevocable notice of such election no later than
1:00 P.M. New York City time, on the third Business Day prior to the proposed conversion date (which
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	notice shall specify the length of the initial Interest Period therefor), provided that no ABR Loan may be
converted into a Eurodollar Rate/SOFR Loan when any Event of Default has occurred and is continuing.
Upon  receipt  of  any  such  notice  the Administrative  Agent  shall  promptly  notify each  relevant Lender
thereof.
(b) Any  Eurodollar  Rate/SOFR  Loan  may  be  continued  as  such  by  the  Borrower
giving irrevocable notice to the Administrative Agent at least three Business Days prior to the expiration
of  the  then  current  Interest  Period,  in  accordance  with  the  applicable  provisions  of  the  term  “Interest
Period” set forth in Section 1.1, of the length of the next Interest Period to be applicable to such Loans,
provided  that  (i)  if  so  required  by  the  Administrative  Agent,  no  Eurodollar Rate/SOFR Loan  may  be
continued  as  such  when any  Event  of  Default has occurred and is continuing and (ii) if the Borrower
shall  fail  to  give  any  required  notice  as  described  above  in  this  paragraph,  the  relevant  Eurodollar
Rate/SOFR Loans shall be automatically converted to Eurodollar Rate/SOFR Loans having a one-month
Interest Period on the last day of the then expiring Interest Period.  Upon receipt of any such notice, the
Administrative Agent shall promptly notify each relevant Lender thereof.
2.11. Limitations  on  Eurodollar Rate/SOFR Tranches.    Notwithstanding  anything  to  the
contrary  in  this  Agreement,  all  borrowings,  conversions  and  continuations  of  Eurodollar  Rate/SOFR
Loans hereunder and all selections of Interest Periods hereunder shall be in such amounts and be made
pursuant to such elections so that, (a) after giving effect thereto, the aggregate principal amount of the
Eurodollar Rate/SOFR Loans  comprising  each  Eurodollar Rate/SOFR Tranche  shall  be  equal  to
$10,000,000 or a whole multiple of $1,000,000 in excess thereof and (b) no more than fifteen Eurodollar
Rate/SOFR Tranches shall be outstanding at any one time.
2.12. Interest Rates and Payment Dates.
(a) Each Eurodollar Loan shall bear interest for each day during each Interest Period
with respect thereto at a rate per annum equal to the Eurodollar Rate determined for such day plus the
Applicable Margin. Each Term SOFR Loan shall bear interest for each day during each Interest Period
with  respect  thereto  at  a  rate  per  annum  equal  to  Term  SOFR  determined  for  such  day  plus  the
Applicable Margin.
(b) Each ABR Loan shall bear interest at a rate per annum equal to the ABR plus the
Applicable Margin.
(c) (i)  If  all  or  a  portion  of  the  principal  amount  of  any  Loan  or  Reimbursement
Obligation shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), all
outstanding Loans and Reimbursement Obligations (whether or not overdue) shall bear interest at a rate
per  annum  equal  to  (x)  in  the  case  of  the  Loans,  the  rate  that  would  otherwise  be  applicable  thereto
pursuant  to  the  foregoing  provisions  of  this  Section  plus  2%  or  (y)  in  the  case  of  Reimbursement
Obligations, the Applicable Margins (based on the Revolving Percentages of the Revolving Lenders in
such  Reimbursement  Obligations)  for  ABR  Loans  under  the  applicable  Revolving  Commitments
participating in Letters of Credit plus 2%, and (ii) if all or a portion of any interest payable on any Loan
or  Reimbursement Obligation  or  any  commitment  fee  or  other  amount payable  hereunder shall not be
paid when due (whether at the stated maturity, by acceleration or otherwise), such overdue amount shall
bear interest at a rate per annum equal to the rate then applicable to ABR Loans of the relevant Class
(and, in the case of the amount payable to any Revolving Lender, based on the Applicable Margins then
in  effect  for  such  Revolving  Lender’s  Revolving  Commitments)  plus  2%  (or,  in  the  case  of any  such
other amounts that do not relate to a particular Class, the rate then applicable to ABR Loans under the
Revolving  Facility  (based  on  the  highest  Applicable  Margins  then  in  effect  for  any  Revolving
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	Commitments) plus 2%), in each case, with respect to clauses (i) and (ii) above, from the date of such
non-payment until such amount is paid in full (as well after as before judgment).
(d) Interest shall be payable in arrears on each Interest Payment Date, provided that
interest accruing pursuant to paragraph (c) of this Section shall be payable from time to time on demand.
2.13. Computation of Interest and Fees.
(a) Interest  and  fees  payable  pursuant  hereto  shall  be  calculated  on  the  basis  of  a
360-day year for the actual days elapsed, except that, with respect to ABR Loans, the interest thereon
shall  be  calculated  on  the  basis  of  a  365-  (or  366-,  as  the  case  may  be)  day  year  for  the  actual  days
elapsed.    The  Administrative  Agent  shall  as  soon  as  practicable  notify  the  Borrower  and  the  relevant
Lenders of each determination of a Eurodollar Rate.  Any change in the interest rate on a Loan resulting
from a change in the ABR or the Eurocurrency Reserve Requirements shall become effective as of the
opening of business on the day on which such change becomes effective.  The Administrative Agent shall
as soon as practicable notify the Borrower and the relevant Lenders of the effective date and the amount
of each such change in interest rate.
(b) Each determination of an interest rate by the Administrative Agent pursuant to
any provision of this Agreement shall be conclusive and binding on the Borrower and the Lenders in the
absence of manifest error.  The Administrative Agent shall, at the request of the Borrower, deliver to the
Borrower  a  statement  showing  the  quotations  used  by  the  Administrative  Agent  in  determining  any
interest rate pursuant to Section 2.12(a).
2.14. Inability to Determine Interest Rate.
(a) The following provisions in this clause (a) apply with respect to with respect to
Term B-1 Loans and Term B-2 Loans.  If prior to the first day of any Interest Period:
(a1) the  Administrative  Agent  shall  have  determined  (which  determination
shall be conclusive and binding upon the Borrower) that, by reason of circumstances affecting
the relevant market, adequate and reasonable means do not exist for ascertaining the Eurodollar
Rate for such Interest Period, or
(b2) the  Administrative Agent  shall  have received notice from the Majority
Facility Lenders in respect of any Class of Loans that the Eurodollar Rate determined or to be
determined for such Interest Period will not adequately and fairly reflect the cost to such Lenders
(as conclusively certified by such Lenders) of making or maintaining their affected Loans during
such Interest Period, the Administrative Agent shall give telecopy or telephonic notice thereof to
the Borrower and the relevant Lenders as soon as practicable thereafter.  If such notice is given,
(x)  any  Eurodollar  Loans  of  the  relevant  Class  requested  to  be  made  on  the  first  day  of  such
Interest Period shall be made as ABR Loans, (y) any Loans of the relevant Class that were to
have  been  converted  on  the  first  day  of  such  Interest  Period  to  Eurodollar  Loans  shall  be
continued as ABR Loans and (z) any outstanding Eurodollar Loans of the relevant Class shall be
converted, on the last day of the then-current Interest Period, to ABR Loans.  Until such notice
has  been withdrawn  by  the  Administrative Agent, no  further Eurodollar  Loans  of  the relevant
Class shall be made or continued as such, nor shall the Borrower have the right to convert Loans
of the relevant Class to Eurodollar Loans.
Notwithstanding anything to the contrary in this Agreement or any other Loan Documents, if the
Administrative Agent determines (which determination shall be conclusive absent manifest error), or the
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	Borrower  or  Required  Lenders  notify  the  Administrative  Agent  (with,  in  the  case  of  the  Required
Lenders, a copy to Borrower) that the Borrower or Required Lenders (as applicable) have determined,
that:
(i) adequate and reasonable means do not exist for ascertaining the LIBOR
Screen Rate for any requested Interest Period, including, without limitation, because the LIBOR
Screen Rate is not available or published on a current basis and such circumstances are unlikely
to be temporary; or
(ii) the  administrator  of  the  LIBOR  Screen  Rate  or  a  Governmental
Authority  having  jurisdiction  over  the  Administrative  Agent  has  made  a  public  statement
identifying a specific date after which the Eurodollar Base Rate or the LIBOR Screen Rate shall
no longer be made available, or used for determining the interest rate of loans (such specific date,
the “LIBOR Scheduled Unavailability Date”), or
(iii) syndicated  loans  currently  being  executed,  or  that  include  language
similar  to  that  contained  in  this  Section,  are  being  executed  or  amended  (as  applicable)  to
incorporate or adopt a new benchmark interest rate to replace the Eurodollar Base Rate,
then,  reasonably  promptly  after  such  determination  by  the  Administrative  Agent  or  receipt  by  the
Administrative  Agent  of  such  notice,  as  applicable,  the  Administrative  Agent  and  the  Borrower  may
amend this Agreement to replace the Eurodollar Base Rate with an alternate benchmark rate (including
any  mathematical  or  other  adjustments  to  the  benchmark  (if  any)  incorporated  therein),  giving  due
consideration to any evolving or then existing convention for similar U.S. dollar denominated syndicated
credit facilities for such alternative benchmarks (any such proposed rate, a “LIBOR Successor Rate”),
together  with  any agreed  LIBOR Successor Rate Conforming Changes and any such amendment shall
become effective at 5:00 p.m. (New York time) on the fifth Business Day after the Administrative Agent
shall have posted such proposed amendment to all Lenders and the Borrower unless, prior to such time,
Lenders comprising the Required Lenders have delivered to the Administrative Agent written notice that
such Required Lenders do not accept such amendment.
Further,  and  notwithstanding  anything  to  the  contrary  in  the  foregoing  paragraph,  the
Borrower and the Required Lenders may upon not less than 25 Business Days’ prior written notice (or
such  shorter  notice  period  as  to  which  the  Administrative  Agent  may  consent)  to  the  Administrative
Agent select a different LIBOR Successor Rate as long as it is practicable for the Administrative Agent
to administer such different rate (such practicability being determined by the Administrative Agent in its
reasonable discretion).
If no LIBOR Successor Rate has been determined and the circumstances under clause (i) above
exist or the Scheduled Unavailability Date has occurred (as applicable), the Administrative Agent will
promptly so notify the Borrower and each Lender.  Thereafter, the obligation of the Lenders to make or
maintain Eurodollar Loans shall be suspended, (to the extent of the affected Eurodollar Loans or Interest
Periods until a LIBOR Successor Rate has been determined).  Upon receipt of such notice, the Borrower
may  revoke  any  pending  request  for  a Borrowingborrowing  of,  conversion  to  or  continuation  of
Eurodollar Rate Loans (to the extent of the affected Eurodollar Rate Loans or Interest Periods) or, failing
that, will be deemed to have converted such request into a request for a Notice of Borrowing of ABR
Loans in the amount specified therein.
(b) The following provisions in this clause (b) apply with respect to all Loans (other
than Term B-1 Loans and Term B-2 Loans):
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	(1) If in connection with any request for a Term SOFR Loan or a conversion
of ABR Loans to Term SOFR Loans or a continuation of any of such Loans, as applicable, (i) the
Administrative Agent determines (which determination shall be conclusive absent manifest error)
that (A) no Successor Rate has been determined in accordance with Section 2.14(b)(1), and the
circumstances under  clause  (i)  of Section  2.14(b)(1)  or the  Scheduled  Unavailability  Date  has
occurred,  or  (B)  adequate  and  reasonable  means  do  not  otherwise  exist  for  determining  Term
SOFR  for  any  requested  Interest  Period  with  respect  to  a  proposed  Term  SOFR  Loan  or  in
connection  with  an  existing  or  proposed  ABR  Loan,  or  (ii)  the  Administrative  Agent  or  the
Required  Lenders  determine  that  for  any  reason  that  Term  SOFR  for  any  requested  Interest
Period with respect to a proposed Loan does not adequately and fairly reflect the cost to such
Lenders of funding such Loan (in the case of the Required Lenders, as conclusively certified by
such Lenders), the Administrative Agent will promptly so notify the Borrower and each Lender.
Thereafter, the obligation of the Lenders to make or maintain Term SOFR Loans, or to
convert ABR Loans to Term SOFR Loans, shall be suspended (to the extent of the affected Term SOFR
Loans or Interest Periods), in each case until the Administrative Agent (or, in the case of a determination
by  the  Required  Lenders  described  in  clause  (ii)  of  this  Section  2.14(b)(1),  until  the  Administrative
Agent upon instruction of the Required Lenders) revokes such notice.
Upon  receipt  of  such  notice,  (i)  the  Borrower  may  revoke  any  pending  request  for  a
Borrowing of, or conversion to, or continuation of Term SOFR Loans (to the extent of the affected Term
SOFR Loans or Interest Periods) or, failing that, will be deemed to have converted such request into a
request  for  a  Committed  Borrowing  of  ABR  Loans  in  the  amount  specified  therein  and  (ii)  any
outstanding Term SOFR Loans shall be deemed to have been converted to ABR Loans immediately at
the end of their respective applicable Interest Period.
(c) Replacement of Term SOFR or Successor Rate. Notwithstanding anything to the
contrary in this Agreement or any other Loan Documents, if the Administrative Agent determines (which
determination shall be conclusive absent manifest error), or the Borrower or Required Lenders notify the
Administrative  Agent  (with,  in  the  case  of  the  Required  Lenders,  a  copy  to  the  Borrower)  that  the
Borrower or Required Lenders (as applicable) have determined, that:
(1) adequate and reasonable means do not exist for ascertaining one month,
three month and six month interest periods of Term SOFR, including, without limitation, because
the  Term  SOFR  Screen  Rate  is  not  available  or  published  on  a  current  basis  and  such
circumstances are unlikely to be temporary; or
(2) CME or any successor administrator of the Term SOFR Screen Rate or a
Governmental Authority having jurisdiction over the Administrative Agent or such administrator
with respect to its publication of Term SOFR, in each case acting in such capacity, has made a
public statement identifying a specific date after which one month, three month and six month
interest periods of Term SOFR or the Term SOFR Screen Rate shall or will no longer be made
available,  or permitted to be used for determining the interest rate of U.S. dollar denominated
syndicated loans, or shall or will otherwise cease, provided that, at the time of such statement,
there  is  no  successor  administrator  that  is  satisfactory  to  the  Administrative  Agent,  that  will
continue to provide such interest periods of Term SOFR after such specific date (the latest date
on  which  one  month,  three  month  and  six  month  interest  periods  of  Term  SOFR  or the  Term
SOFR  Screen  Rate  are  no  longer  available  permanently  or  indefinitely,  the “Scheduled
Unavailability Date”);
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	then, on a date and time determined by the Administrative Agent and the Borrower (any
such date, the “Term SOFR Replacement Date”), which date shall be at the end of an Interest Period or
on  the  relevant interest  payment  date,  as applicable,  for  interest calculated  and,  solely  with respect to
clause  (ii)  above,  no  later  than  the  Scheduled  Unavailability  Date,  Term  SOFR  will  be  replaced
hereunder and under any Loan Document with Daily Simple SOFR for any payment period for interest
calculated that can be determined by the Administrative Agent, in each case, without any amendment to,
or  further  action  or  consent  of  any  other  party  to,  this  Agreement  or  any  other  Loan  Document  (the
 “Successor Rate).
If the Successor Rate is Daily Simple SOFR, all interest payments will be payable on a
monthly basis.
Notwithstanding  anything  to  the  contrary  herein, (i)  if  the  Administrative  Agent
determines that Daily Simple SOFR is not available on or prior to the Term SOFR Replacement Date, or
(ii) if the events or circumstances of the type described in Section 2.14(c)(1) or (2) have occurred with
respect  to  the  Successor  Rate  then  in  effect,  then  in  each  case,  the  Administrative  Agent  and  the
Borrower may amend this Agreement solely for the purpose of replacing Term SOFR or any then current
Successor Rate in accordance with this Section 2.14(c) at the end of any Interest Period, relevant interest
payment date or payment period for interest calculated, as applicable, with an alternative benchmark rate
giving due consideration to any evolving or then existing convention for similar U.S. dollar denominated
credit facilities syndicated and agented in the United States for such alternative benchmark and, in each
case,  including  any  mathematical  or  other  adjustments to  such benchmark giving due consideration to
any evolving or then existing convention for similar U.S. dollar denominated credit facilities syndicated
and agented in the United States for such benchmark, which adjustment or method for calculating such
adjustment shall be published on an information service as selected by the Administrative Agent from
time to time in its reasonable discretion and may be periodically updated. For the avoidance of doubt,
any such proposed rate and adjustments, shall constitute a “Successor Rate”. Any such amendment shall
become effective at 5:00 p.m. on the fifth Business Day after the Administrative Agent shall have posted
such  proposed  amendment  to  all  Lenders  and  the  Borrower  unless,  prior  to  such  time,  Lenders
comprising  the  Required  Lenders  have  delivered  to  the  Administrative  Agent  written  notice that  such
Required Lenders object to such amendment.
The  Administrative  Agent  will  promptly  (in  one  or  more  notices)  notify  the  Borrower
and each Lender of the implementation of any Successor Rate.
Any  Successor  Rate  shall  be  applied  in  a  manner  consistent  with  market  practice;
provided that to the extent such market practice is not administratively feasible for the Administrative
Agent,  such  Successor  Rate  shall  be  applied  in  a  manner  as  otherwise  reasonably  determined  by  the
Administrative Agent (with the consent of the Borrower, not to be unreasonably withheld or delayed ).
In  connection  with  the  implementation  of  a  Successor  Rate,  the  Administrative  Agent
with the consent of the Borrower, not to be unreasonably withheld or delayed) will have the right to make
Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any
other Loan Document, any amendments implementing such Conforming Changes will become effective
without any further action or consent of any other party to this Agreement; provided that, with respect to
any such amendment effected, the Administrative Agent shall post each such amendment implementing
such Conforming Changes to the Borrower and the Lenders reasonably promptly after such amendment
becomes effective.
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	For purposes of this Section 2.14(b), those Lenders that either have not made, or do not have an
obligation  under  this  Agreement  to  make,  the  relevant  Loans  in  Dollars  shall  be  excluded  from  any
determination of Required Lenders.
2.15. Pro Rata Treatment and Payments.
(a) Except  for  payments  pursuant  to  Section  2.8(b)  (which  shall  reduce  only  all
installments of principal on the Term Loans prepaid), the amount of each principal prepayment of Term
Loans of any Class shall be applied to reduce the then remaining installments of principal of such Class
on a pro rata basis based upon the then remaining principal amount of such installments.  Amounts repaid
or prepaid on account of the Term Loans may not be reborrowed.
(b) All payments (including prepayments)  to  be  made by the Borrower hereunder,
whether on account of principal, interest, fees or otherwise, shall be made without setoff or counterclaim
and shall be made prior to 1:00 P.M., New York City time, on the due date thereof to the Administrative
Agent, for the account of the applicable Lenders, at the Funding Office, in Dollars and in immediately
available funds.  The Administrative Agent shall distribute such payments to the Lenders entitled thereto
promptly upon receipt in like funds as received.  If at any time insufficient funds are received by and
available to the Administrative Agent to pay fully all amounts of principal, Reimbursement Obligations,
interest, fees and other amounts then due and payable by the Borrower hereunder, such funds shall be
applied  (i)  first,  towards  payment  of  interest  and  fees  then  due  hereunder,  ratably  among  the  parties
entitled  thereto  in  accordance  with  the  amounts  of  interest  and  fees  then  due  to  such  parties,  and  (ii)
second, towards payment of principal and Reimbursement Obligations then due hereunder, ratably among
the parties entitled thereto in accordance with the amounts of principal and Reimbursement Obligations
then due to such parties, and (iii) third, towards the payment of all other amounts then due hereunder,
ratably among the parties entitled thereto in accordance with the amount of such amounts then due to
such  parties.    If  any  payment  hereunder  (other  than  payments  on  the  Eurodollar  Rate/SOFR  Loans)
becomes due and payable on a day other than a Business Day, such payment shall be extended to the next
succeeding Business Day.  If any payment on a Eurodollar Rate/SOFR Loan becomes due and payable on
a day other than a Business Day, the maturity thereof shall be extended to the next succeeding Business
Day unless the result of such extension would be to extend such payment into another calendar month, in
which event such payment shall be made on the immediately preceding Business Day.  In the case of any
extension of any payment of principal pursuant to the preceding two sentences, interest thereon shall be
payable at the then applicable rate during such extension.
(c) Unless  the  Administrative  Agent  shall  have  been  notified  in  writing  by  any
Lender prior to a borrowing that such Lender will not make the amount that would constitute its share of
such borrowing available to the Administrative Agent, the Administrative Agent may assume that such
Lender is making such amount available to the Administrative Agent, and the Administrative Agent may,
in  reliance  upon  such  assumption,  make  available  to  the  Borrower  a  corresponding  amount.    If  such
amount is not made available to the Administrative Agent by the required time on the Borrowing Date
therefor,  such  Lender  shall  pay  to  the  Administrative  Agent,  on  demand,  such  amount  with  interest
thereon at a rate equal to the greater of (i) the daily average Federal Funds Effective Rate for the period
until such Lender makes such amount immediately available to the Administrative Agent and (ii) a rate
determined  by  the  Administrative  Agent  in  accordance  with  banking  industry  rules  on  interbank
compensation.  A certificate of the Administrative Agent submitted to any Lender with respect to any
amounts  owing  under  this  paragraph  shall  be  conclusive  in  the  absence  of  manifest  error.    If  such
Lender’s  share  of  such  borrowing  is  not  made  available  to  the  Administrative  Agent  by  such  Lender
within three Business Days of such Borrowing Date, the Administrative Agent shall also be entitled to
recover such amount with interest thereon at the rate per annum applicable to ABR Loans of the relevant
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	Class, on demand, from the Borrower.  Nothing in this paragraph shall be deemed to limit the rights of
the Administrative Agent or the Borrower against any Lender.
(d) Unless  the  Administrative  Agent  shall  have  been  notified  in  writing  by  the
Borrower prior to the date of any payment being made hereunder that the Borrower will not make such
payment to the Administrative Agent, the Administrative Agent may assume that the Borrower is making
such  payment,  and  the  Administrative  Agent  may,  but  shall  not  be  required  to,  in  reliance  upon  such
assumption, make available to the Lenders their respective shares of a corresponding amount.  If such
payment is notWith respect to any payment that the Administrative Agent makes for the account of the
Lenders  or  any  Issuing  Lender  hereunder  as  to  which  the  Administrative  Agent  determines  (which
determination shall be conclusive absent manifest error) that any of the following applies (such payment
referred to as the “Rescindable Amount”): (1) the Borrower has not in fact made tosuch payment; (2) the
Administrative  Agent by  the  Borrower  within  three  Business  Days  of  such  required  date,has  made  a
payment  in  excess  of  the  amount  so  paid  by  the  Borrower  (whether  or  not  then  owed);  or  (3)  the
Administrative  agent  has  for  any  reason  otherwise  erroneously  made  such  payment;  then  each  of  the
Lenders  or  the  applicable  Issuing  Lenders,  as  the  case  may  be,  severally  agrees  to  repay  to  the
Administrative Agent shall be entitled to recover, on demand, from each Lender to which any amount
which was made available pursuant to the preceding sentence, such amount with interest thereon at the
rate per annum equal to the daily averageforthwith on demand the Rescindable Amount so distributed to
such Lender or such Issuing Lender, in immediately available funds with interest thereon, for each day
from and including the date such amount is distributed to it to but excluding the date of payment to the
Administrative Agent, at the greater of the Federal Funds Effective Rate and a rate determined by the
Administrative  Agent  in  accordance  with banking  industry  rules on  interbank  compensation.   Nothing
herein  shall  be  deemed  to  limit  the  rights  of  the  Administrative  Agent  or  any  Lender  against  the
Borrower.  A  notice  of  the  Administrative  Agent  to  the  Borrower  with  respect  to  any  amount  owing
under this clause (d) shall be conclusive, absent manifest error.
(e) If any Lender makes available to the Administrative Agent funds for any Loan to
be made by such Lender as provided in the foregoing provisions of this Section 2, and such funds are not
made  available  to  the  Borrower  by  the  Administrative  Agent  because  the  conditions  to  the  applicable
Loan  set  forth  in  Section  5.2  are  not  satisfied  or  waived  in  accordance  with  the  terms  hereof,  the
Administrative  Agent  shall  return  such  funds  (in  like  funds  as  received  from  such  Lender)  to  such
Lender, without interest.
2.16. Requirements of Law.
(a) If any Change in Law:
(i) shall subject any Lender  (including any Issuing Lender) to any tax of
any kind whatsoever with respect to this Agreement, any Letter of Credit, any Application or any
Eurodollar  Rate/SOFR  Loan  made  by  it,  or  change  the  basis  of  taxation  of  payments  to  such
Lender in respect thereof (except for Non-Excluded Taxes covered by Section 2.17, Other Taxes,
and  taxes  for  which  a  Lender  would  have  been  entitled  to  an  additional  payment  pursuant  to
Section 2.17(a) but for an exclusion set forth therein);
(ii) shall  impose,  modify  or  hold  applicable  any  reserve,  special  deposit,
compulsory loan or similar requirement against assets held by, deposits or other liabilities in or
for the account of, advances, loans or other extensions of credit by, or any other acquisition of
funds by, any office of such Lender that is not otherwise included in the determination of the
Eurodollar Rate or Term SOFR, as applicable, hereunder; or
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	(iii) shall impose on such Lender or Issuing Lender any other condition;
and the result of any of the foregoing is to increase the cost to such Lender or Issuing Lender, by
an  amount  that  such  Lender  or  Issuing  Lender  deems  to  be  material,  of  making,  converting  into,
continuing or maintaining Eurodollar Rate/SOFR Loans or issuing or participating in Letters of Credit, or
to reduce any amount receivable hereunder in respect thereof, then, in any such case, the Borrower shall
promptly  pay  such  Lender  or  Issuing  Lender,  upon  its  demand,  any  additional  amounts  necessary  to
compensate such Lender for such increased cost or reduced amount receivable.  The Borrower shall not
be  required  to  compensate  any  Lender  for any claim of increased costs to such Lender of agreeing to
make  or  making,  funding  or  maintaining  any  Loans  from  the  adoption  of  an  alternate  rate  of  interest
pursuant  to  Section  2.14.    If  any  Lender  or  Issuing  Lender  becomes  entitled  to  claim  any  additional
amounts  pursuant  to  this  paragraph,  it  shall  promptly  notify  the  Borrower  (with  a  copy  to  the
Administrative Agent) of the event by reason of which it has become so entitled.
(b) If any Lender or Issuing Lender shall have determined that any Change in Law
regarding capital adequacy or in the interpretation or application thereof or compliance by such Lender
or any corporation controlling such Lender therewith shall have the effect of reducing the rate of return
on such Lender’s or Issuing Lender’s or such corporation’s capital as a consequence of its obligations
hereunder  or  under  or  in  respect  of  any  Letter  of  Credit  to  a  level  below  that  which  such  Lender  or
Issuing  Lender  or  such  corporation  could  have  achieved  but  for  such  Change  in  Law  (taking  into
consideration  such  Lender’s  or  Issuing  Lender’s  or  such  corporation’s  policies  with respect to  capital
adequacy) by an amount deemed by such Lender or Issuing Lender to be material, then from time to time,
after submission by such Lender or Issuing Lender to the Borrower (with a copy to the Administrative
Agent) of a written request therefor, the Borrower shall pay to such Lender such additional amount or
amounts  as  will  compensate  such  Lender  or  Issuing  Lender  for  such  reduction;  provided  that  the
Borrower shall not be required to compensate a Lender or Issuing Lender pursuant to this paragraph for
any amounts incurred more than six months prior to the date that such Lender or Issuing Lender notifies
the  Borrower  of  such  Lender’s  or  Issuing  Lender’s  intention  to  claim  compensation  therefor;  and
provided further that, if the circumstances giving rise to such claim have a retroactive effect, then such
six-month period shall be extended to include the period of such retroactive effect.
(c) A  certificate  as  to  any  additional  amounts  payable  pursuant  to  this  Section
submitted by any Lender or Issuing Lender to the Borrower (with a copy to the Administrative Agent)
shall be conclusive in the absence of manifest error.  The obligations of the Borrower pursuant to this
Section  shall  survive  the  termination  of  this  Agreement  and  the  payment  of  the  Loans  and  all  other
amounts payable hereunder.
2.17. Taxes.
(a) All  payments  made  by the  Borrowerany  Loan  Party  under this  Agreementany
Loan Document shall be made free and clear of, and without deduction or withholding for or on account
of, any present or future income, stamp or other taxes, levies, imposts, duties, charges, fees, deductions
or withholdings, now or hereafter imposed, levied, collected, withheld or assessed by any Governmental
Authority,  excluding  net  income  taxes  and  franchise  taxes  (imposed  in  lieu  of  net  income  taxes)  and
branch profits taxes, in each case, imposed on the Administrative Agent or any Lender as a result of a
present or former connection between the Administrative Agent or such Lender and the jurisdiction of
the Governmental Authority imposing such tax or any political subdivision or taxing authority thereof or
therein  (other  than  any  such  connection  arising  solely  from  the  Administrative  Agent  or  such  Lender
having  executed,  delivered  or  performed  its  obligations  or  received  a  payment  under,  received  or
perfected  a  security  interest  under,  engaged  in  any  other  transaction  pursuant  to,  or  enforced,  this
Agreement  or  any  other  Loan  Document),  and  excluding  any  U.S.  federal  withholding  Taxes  under
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	FATCA imposed on the Administrative Agent or any Lender. If (any such non-excluded taxes, levies,
imposts, duties, charges, fees, deductions, or withholdings (“Non-Excluded Taxes”) or Other Taxes are
required to be withheld from any amounts payable to the Administrative Agent or any Lender hereunder,
including any interest, additions to tax or penalties related thereto, “Non-Excluded Taxes”). If applicable
law (as determined in the good faith discretion of an applicable withholding agent) requires the deduction
or  withholding  of  any  tax  from  any  such  payment  by  any  applicable  withholding  agent,  then  (i)  the
applicable withholding agent shall be entitled to make such deduction or withholding, (ii) the applicable
withholding agent shall timely pay the full amount deducted or withheld to the relevant Governmental
Authority in accordance with applicable law and (iii).if such tax is a Non-Excluded Tax or Other Taxes,
the  amounts  so  payable  to  the  Administrative  Agent  or  such  Lender  shall  be  increased  to  the  extent
necessary to yield to the Administrative Agent or such Lender (or, in the case of payments made to the
Administrative Agent for its own account, the Administrative Agent), after payment of all Non-Excluded
Taxes and Other Taxes) (including, for the avoidance of doubt, any such taxes payable on any additional
amounts paid under this Section 2.17(a)), interest or any such other amounts payable hereunder at the
rates or in the amounts specified in this Agreement, provided, however, that the Borrower shall not be
required to increase any such amounts payable to any Lender with respect to any Non-Excluded Taxes (i)
that are attributable to such Lender’s failure to comply with the requirements of paragraph (d) or, (e), or
(g) of this Section or (ii) that are United States federal withholding taxes imposed on amounts payable to
such Lender (A) at the time the Lender becomes a party to this Agreement, except to the extent that such
Lender’s  assignor  (if  any)  was  entitled,  immediately  prior  to  the  assignment,  to  receive  additional
amounts from the Borrower with respect to such Non-Excluded Taxes pursuant to this paragraph or (B)
at the time that such Lender changes its lending office, except to the extent that such Lender was entitled,
immediately prior to the change, to receive additional amounts from the Borrower with respect to such
Non-Excluded Taxes pursuant to this paragraph.
(b) In addition, without duplication of Section 2.17(a), the Borrower shall pay any
Other Taxes to the relevant Governmental Authority in accordance with applicable law.
(c) WheneverWithout  duplication  of  any  obligation  under  the  immediately
preceding subsections, whenever any Non-Excluded Taxes or Other Taxes are payable by the Borrower,
as  promptly  as  possible  thereafter  the  Borrower  shall  send  to  the  Administrative  Agent  for  its  own
account  or  for  the  account  of  the relevant Lender,  as  the  case  may be,  a  certified  copy  of an original
official receipt received by the Borrower showing payment thereof, a copy of the return reporting such
payment or such other evidence of payment reasonably satisfactory to the Administrative Agent.  If the
Borrower failsAdministrative Agent or any Lender is required to pay any Non-Excluded Taxes or Other
Taxes  when  due  to  the  appropriate  taxing  authority  or  fails  to  remit  to  the  Administrative  Agent  the
required  receipts  or  other  required  documentary  evidence,  the  Borrower  shall  indemnify  the
Administrative Agent and the Lenders for any incremental taxessuch Taxes (including Taxes imposed or
asserted  on  or  attributable  to  amounts  payable  under  this  Section  2.17),  interest  or  penalties  that  may
become  payable  by  the  Administrative  Agent  or  any  Lender  as  a  result  of  any  such  failure  and  any
reasonable  out-of-pocket  expenses  arising  therefrom  or  with  respect  thereto,  whether  or  not  such
Non-Excluded  Taxes  or  Other  Taxes  were  correctly  or  legally  imposed  or  asserted  by  the  relevant
Governmental  Authority.  A  certificate  as  to  the  amount  of  such  payment  or  liability  delivered  to  the
Borrower by a Lender (with a copy to the Administrative Agent), or by the Administrative Agent on its
own behalf or on behalf of a Lender, shall be conclusive absent manifest error.
(d) Each  Lender  (or  Transferee)  that  is  not  a  “U.S.  Person”  as  defined  in  Section
7701(a)(30)  of  the  Code  (a  “Non-U.S.  Lender”)  shall  deliver  to  the  Borrower  and  the  Administrative
Agent (or, in the case of a Participant, to the Lender from which the related participation shall have been
purchased) two copies of either U.S. Internal Revenue Service Form W-8BEN (or W-8BEN-E) or Form
W-8ECI,  or,  in  the  case  of  a  Non-U.S.  Lender  claiming  exemption  from  U.S.  federal withholding  tax
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	under Section 871(h) or 881(c) of the Code with respect to payments of “portfolio interest”, a statement
substantially in the form of Exhibit C and a Form W-8BEN (or W-8BEN-E), or any subsequent versions
thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender claiming
complete  exemption  from  U.S.  federal  withholding  tax  on  all  payments  by  the  Borrower  under  this
Agreement and the other Loan Documents.  Such forms shall be delivered by each Non-U.S. Lender on
or before the date it becomes a party to this Agreement (or, in the case of any Participant, on or before
the date such Participant purchases the related participation).  In addition, each Non-U.S. Lender shall
deliver  such  forms  promptly  upon  the  obsolescence  or  invalidity  of  any  form  previously  delivered  by
such  Non-U.S.  Lender.    Each  Non-U.S.  Lender  shall  promptly  notify  the  Borrower  at  any  time  it
determines  that  it  is  no  longer  in  a  position  to  provide  any  previously  delivered  certificate  to  the
Borrower (or any other form of certification adopted by the U.S. taxing authorities for such purpose).
The inability of a Non-U.S. Lender (or a Transferee) to deliver any form pursuant to this Section 2.17(d)
as  a  result  of  a  change  in  law  after  the  date  such  Lender  (or  a  Transferee)  becomes  a  Lender  (or  a
Transferee) hereunder or as a result of a change in circumstances of the Borrower or the use of proceeds
of such Lender’s (or Transferee’s) Loans shall not constitute a failure to comply with this Section 2.17(d)
and accordingly the indemnities to which such Person is entitled pursuant to this Section 2.17 shall not be
affected as a result of such inability.  If a Lender (or Transferee) as to which the preceding sentence does
not apply is unable to deliver any form pursuant to this Section 2.17(d), the sole consequence of such
failure  to  deliver  as  a  result  of  such  inability  shall  be  that  the indemnity described  in Section  2.17(a)
hereof for any Non-Excluded Taxes shall not be available to such Lender or Transferee with respect to
the period that would otherwise be covered by such form.  Each Lender (or Transferee) that is a “U.S.
Person”  as  defined  in  Section  7701(a)(30)  of  the  Code  shall  deliver  to  the  Borrower  and  the
Administrative Agent (or, in the case of a Participant, to the Lender from which the related participation
shall have been purchased) two copies of U.S. Internal Revenue Service Form W-9 certifying that such
Lender  is  exempt  from  U.S.  federal  backup  withholding  tax.    On  or  before  the  Administrative  Agent
becomes a party to this Agreement, the Administrative Agent shall provide to the Borrower two copies of
the documentation prescribed in clause (i) or (ii), as applicable: (i) U.S. Internal Revenue Service Form
W-9 or (ii), with respect to payments received on its own behalf, IRS Form W-8ECI and, with respect to
payments  received  on  account  of  any  Lender,  a  U.S.  federal  branch  withholding  certificate  on  U.S.
Internal  Revenue  Service  Form  W-8IMY  evidencing the  Administrative  Agent’sit  is  either  (a)  a
 “qualified  intermediary”  assuming  primary  withholding  responsibility  under  Chapters  3  and  4  of  the
Code and primary Form 1099 reporting and backup withholding responsibility for payments it receives
for  the  account  of  others,  or  (b)  a “U.S.  branch” and that  the  payments  it  receives for the  account  of
others are not effectively connected with the conduct of a trade or business in the United States, and that
it is using such form as evidence of its agreement to be treated as a U.S. Person for federal withholding
purposes(and the Borrower and the Administrative Agent agree to so treat the Administrative Agent as a
U.S.  person  with  respect  to  such  payments  as  contemplated  by  Treasury  Regulations  Section
1.1441-1(b)(2)(iv)(A));  provided  that  no  Administrative  Agent  shall  be  required  to  deliver  any
documentation  pursuant to this Section 2.17(d) that it is not legally eligible to deliver as a result of a
Change in Law occurring after the date hereof.
(e) A Lender that is entitled to an exemption from non-U.S. withholding tax under
the law of the jurisdiction in which the Borrower is located, or any treaty to which such jurisdiction is a
party, with respect to payments under this Agreement shall deliver to the Borrower (with a copy to the
Administrative Agent), at the time or times prescribed by applicable law or reasonably requested by the
Borrower,  such  properly  completed  and  executed  documentation  prescribed  by  applicable  law  as  will
permit such payments to be made without withholding, provided that such Lender is legally entitled to
complete,  execute  and  deliver  such  documentation  and  in  such  Lender’s  judgment  such  completion,
execution or submission would not materially prejudice the legal position of such Lender.
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	(f) Any  Lender  (or  Transferee)  claiming  any  indemnity  payment  or  additional
amounts  payable  pursuant  to  Section  2.17(a)  shall  use  reasonable  efforts  (consistent  with  legal  and
regulatory  restrictions)  to  file  any  certificate  or  document  reasonably  requested  in  writing  by  the
Borrower  if  the  making  of  such  a  filing  would  avoid  the  need  for  or  reduce  the  amount  of  any  such
indemnity payment or additional amounts that may thereafter accrue.  If any party determines, in its sole
discretion exercised in good faith, that it has received a refund of any Taxestaxes as to which it has been
indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this
Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of
indemnity  payments  (including  additional  amounts)  made  under  this  Section  with  respect  to  the
Taxestaxes giving rise to such refund), net of all out-of-pocket expenses (including Taxestaxes) of such
indemnified  party  and  without  interest  (other  than  any  interest  paid  by  the  relevant  Governmental
Authority with respect to such refund).  Such indemnifying party, upon the request of such indemnified
party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) (plus any
penalties,  interest  or other charges imposed by the relevant Governmental Authority) in the event that
such  indemnified  party  is  required  to  repay  such  refund  to  such  Governmental  Authority.
Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be
required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which
would place the indemnified party in a less favorable net after-Taxtax position than the indemnified party
would have been in if the Taxtax subject to indemnification and giving rise to such refund had not been
deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with
respect  to  such Taxtax  had  never  been  paid.    This  paragraph  shall  not  be  construed  to  require  any
indemnified party to make available its Tax returns (or any other information relating to its Taxestaxes
that it deems confidential) to the indemnifying party or any other Person.
(g) If a payment made to a Lender under any Loan Document would be subject to
U.S.  federal  withholding  tax  imposed  by  FATCA  if  such  Lender  were  to  fail  to  comply  with  the
applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of
the Code, as applicable), such Lender shall deliver to the Borrower and the Administrative Agent at the
time or times prescribed by law and at such time or times reasonably requested by the Borrower or the
Administrative  Agent  such  documentation  prescribed  by  applicable  law  (including  as  prescribed  by
Section  1471(b)(3)(C)(i)  of the  Code)  and  such  additional  documentation  reasonably  requested  by  the
Borrower  or  the  Administrative  Agent  as  may  be  necessary  for  the  Borrower  and  the  Administrative
Agent to comply with their obligations under FATCA and to determine that such Lender has complied
with such Lender’s obligations under FATCA or to determine the amount to deduct and withhold from
such payment.  Solely for purposes of this clause (D), “FATCA” shall include any amendments made to
FATCA after the date of this Agreement.
(h) Each Lender agrees that if any documentation it previously delivered expires or
becomes obsolete or inaccurate in any respect, it shall update such documentation or promptly notify the
Borrower and the Administrative Agent in writing of its legal ineligibility to do so.
(i) The agreements in this Section shall survive the termination of this Agreement
and,  the  payment  of  the  Loans  and  all  other  amounts  payable  hereunder  and  the  resignation  or
replacement of the Administrative Agent or any assignment of rights by, or the replacement of, a Lender.
2.18. Indemnity.    The  Borrower  agrees  to  indemnify  each  Lender  and  to  hold  each  Lender
harmless from any loss or expense that such Lender may sustain or incur as a consequence of (a) default
by  the  Borrower  in  making a  borrowing  of, conversion  into  or  continuation  of Eurodollar Rate/SOFR
Loans after the Borrower has given a notice requesting the same in accordance with the provisions of this
Agreement,  (b)  default  by  the  Borrower  in  making  any  prepayment  of  or  conversion  from  Eurodollar
Rate/SOFR Loans after the Borrower has given a notice thereof in accordance with the provisions of this
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	Agreement  or  (c)  the  making  of  a  scheduled  amortization  payment  or  prepayment  of  Eurodollar
Rate/SOFR  Loans  on  a  day  that  is  not  the  last  day  of  an  Interest  Period  with  respect  thereto.    Such
indemnification  may  include  an  amount  equal  to  the  excess,  if  any,  of  (i)  the  amount  of  interest  that
would have accrued on the amount so prepaid, or not so borrowed, converted or continued, for the period
from the date of such prepayment or of such failure to borrow, convert or continue to the last day of such
Interest Period (or, in the case of a failure to borrow, convert or continue, the Interest Period that would
have commenced on the date of such failure) in each case at the applicable rate of interest for such Loans
provided  for  herein  (excluding,  however,  the Applicable Margin included therein, if any) over (ii) the
amount of interest (as reasonably determined by such Lender) that would have accrued to such Lender on
such  amount  by  placing  such  amount  on  deposit  for  a  comparable  period  with  leading  banks  in  the
interbank  eurodollarapplicable  market;  provided  that  such  calculation  may  not  take  into  account  any
Eurodollar Rate or Term SOFR “floor”.  A certificate as to any amounts payable pursuant to this Section
submitted  to  the  Borrower  by  any  Lender  shall  be  conclusive  in  the  absence  of  manifest  error.    This
covenant  shall  survive  the  termination  of  this  Agreement  and  the  payment  of  the  Loans  and  all other
amounts payable hereunder.
2.19. Change of Lending Office.  Each Lender agrees that, upon the occurrence of any event
giving rise to the operation of Section 2.16 or 2.17(a) with respect to such Lender, it will, if requested by
the  Borrower,  use  reasonable  efforts  (subject  to  overall  policy  considerations  of  such  Lender)  to
designate  another  lending office for any Loans affected by such event with the object of avoiding the
consequences of such event; provided, that such designation is made on terms that, in the sole judgment
of such Lender, cause such Lender and its lending office(s) to suffer no economic, legal or regulatory
disadvantage,  and  provided,  further,  that  nothing  in  this  Section  shall  affect  or  postpone  any  of  the
obligations of any Borrower or the rights of any Lender pursuant to Section 2.16 or 2.17(a).
2.20. Replacement of Lenders.  The Borrower shall be permitted to replace any Lender that (a)
requests  reimbursement  for  amounts  owing  pursuant  to  Section  2.16  or  2.17(a)  or  (b)  becomes  a
Defaulting Lender, with a replacement financial institution; provided that (i) such replacement does not
conflict with any Requirement of Law, (ii) no Event of Default shall have occurred and be continuing at
the time of such replacement, (iii) in the case of clause (a), prior to any such replacement, such Lender
shall have taken no action under Section 2.19 which has eliminated the continued need for payment of
amounts  owing  pursuant  to  Section  2.16  or  2.17(a),  (iv)  the  replacement  financial  institution  shall
purchase, at par, all Loans and other amounts owing to such replaced Lender on or prior to the date of
replacement,  (v)  the  Borrower  shall  be  liable  to  such  replaced  Lender  under  Section  2.18  if  any
Eurodollar Rate/SOFR Loan owing to such replaced Lender shall be purchased other than on the last day
of the Interest Period relating thereto, (vi) the replacement financial institution, if not already a Lender,
shall be reasonably satisfactory to the Administrative Agent (and, if a Revolving Commitment is being
assigned,  such  replacement  financial  institution,  if  not  previously  a  Revolving  Lender  that  is  not  a
Defaulting Lender, shall be reasonably satisfactory to the Administrative Agent and, except in the case of
a Revolving A Commitment, each Issuing Lender), (vii) the replaced Lender shall be obligated to make
such replacement in accordance with the provisions of Section 10.6 (provided that the Borrower shall be
obligated  to  pay  the  registration  and  processing  fee  referred  to  therein),  (viii)  until  such  time  as  such
replacement  shall  be  consummated,  the  Borrower  shall  pay  all  additional  amounts  (if  any)  required
pursuant  to  Section  2.16  or  2.17(a),  as  the  case  may  be,  and  (ix)  any  such  replacement  shall  not  be
deemed to be a waiver of any rights that the Borrower, the Agents or any other Lender shall have against
the replaced Lender.
In  the  event  that  any  Lender  (a  “Non-Consenting  Lender”)  fails  to  consent  to  any  proposed
amendment, modification, termination, waiver or consent with respect to any provision hereof or of any
other Loan Document that requires the unanimous approval of all of the Lenders or the approval of all of
the  Lenders  directly  affected  thereby,  in  each  case  in  accordance  with  the  terms  of  Section  10.1,  the
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	Borrower  shall  be  permitted  to  replace  such  Non-Consenting  Lender  with  a  replacement  financial
institution  satisfactory  to  the  Administrative  Agent  (if  such  replacement  financial  institution  was  not
already a Lender) and, if such replacement involves the assignment of a Revolving Commitment (other
than  a  Revolving  A  Commitment) to a  Person  other  than  a  Revolving  Lender that is not a Defaulting
Lender,  the  Administrative  Agent  and  each  Issuing  Lender,  so  long  as  the  consent  of  the  Required
Lenders shall have been obtained with respect to such amendment, modification, termination, waiver or
consent;  provided  that  (i)  such  replacement  does  not  conflict  with  any  applicable  law,  treaty,  rule  or
regulation  or  determination  of  an  arbitrator  or  a  court  or  other  Governmental  Authority,  (ii)  the
replacement  financial  institution  shall  purchase,  at  par,  all  Loans  and  other  amounts  owing  to  the
Non-Consenting Lender pursuant to the Loan Documents on or prior to the date of replacement, (iii) the
replacement  financial  institution  shall  approve  the  proposed  amendment,  modification,  termination,
waiver or consent, (iv) the Borrower shall be liable to the Non-Consenting Lender under Section 2.18 if
any Eurodollar Rate/SOFR Loan owing to the Non-Consenting Lender shall be purchased other than on
the last day of the Interest Period relating thereto, (v) the Non-Consenting Lender shall be obligated to
make such replacement in accordance with the provisions of Section 10.6(c) (provided that the Borrower
shall be obligated to pay the registration and processing fee referred to therein), (vi) until such time as
such  replacement  shall  be  consummated,  the  Borrower  shall  pay  to  the  Non-Consenting  Lender  all
additional amounts (if any) required pursuant to Section 2.16, 2.17 or 2.18, as the case may be, (vii) the
Borrower provides at least three Business Days’ prior notice to the Non-Consenting Lender, and (viii)
any  such  replacement  shall  not  be  deemed  to  be  a  waiver  of  any  rights  that  the  Borrower,  the
Administrative Agent or any other Lender shall have against the Non-Consenting Lender.  In the event
any Non-Consenting Lender fails to execute the agreements required under Section 10.6 in connection
with  an  assignment  pursuant  to  this  Section  2.20,  the  Borrower  may,  upon  two  Business  Days’  prior
notice to the Non-Consenting Lender, execute such agreements on behalf of the Non-Consenting Lender.
2.21. Defaulting Lenders.
(a) Adjustments.    Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement, if any Revolving Lender becomes a Defaulting Lender, then, until such time as that Lender is
no longer a Defaulting Lender, to the extent permitted by applicable Law:
(i) Reallocation  of  Payments.    Any  payment  of principal,  interest, fees  or
other amounts received by the Administrative Agent for the account of that Defaulting Lender
(whether voluntary or mandatory, at maturity, pursuant to Section 8.2 or otherwise, and including
any amounts made available to the Administrative Agent by that Defaulting Lender pursuant to
Section 10.7), shall be applied at such time or times as may be determined by the Administrative
Agent as follows:
(A) first,  to  the  payment  of  any amounts  owing  by that  Defaulting
Lender to the Administrative Agent hereunder;
(B) second, to the payment on a pro rata basis of any amounts owing
by that Defaulting Lender to each Issuing Lender and Swingline Lender hereunder;
(C) third, if so determined by the Administrative Agent or requested
by  an  Issuing  Lender  or  Swingline  Lender,  to  be  held  as  Cash  Collateral  for  future
funding obligations of that Defaulting Lender of any participation in any Swingline Loan
or  Letter  of  Credit  based  upon  the  Fronting  Exposure  arising  from  that  Defaulting
Lender;
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	(D) fourth,  as  the  Borrower  may  request  (so long  as  no  Default  or
Event of Default exists), to the funding of any Revolving Loan in respect of which that
Defaulting Lender has failed to fund its portion thereof as required by this Agreement, as
determined by the Administrative Agent;
(E) fifth,  if  so  determined  by  the  Administrative  Agent  and  the
Borrower, to be held in a non-interest bearing deposit account and released in order to
satisfy  obligations  of  that  Defaulting  Lender  to  fund  Revolving  Loans  under  this
Agreement;
(F) sixth, to the payment of any amounts owing to the Lenders, the
Issuing Lender or Swingline Lender as a result of any judgment of a court of competent
jurisdiction obtained by any Lender, the Issuing Lender or Swingline Lender against that
Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations under
this Agreement;
(G) seventh, so long as no Default or Event of Default exists, to the
payment of any amounts owing to the Borrower as a result of any judgment of a court of
competent  jurisdiction  obtained  by  the  Borrower  against  that  Defaulting  Lender  as  a
result of that Defaulting Lender’s breach of its obligations under this Agreement; and
(H) eighth, to that Defaulting Lender or as otherwise directed by a
court of competent jurisdiction;
provided that if (x) such payment is a payment of the principal amount of any Loans or
any unreimbursed drawing under any Letter of Credit in respect of which that Defaulting
Lender  has  not  fully  funded  its  appropriate  share  and  (y)  such  Loans  were  made  or
Letters of Credit were issued at a time when the conditions set forth in Section 5.2 were
satisfied  or  waived,  such  payment  shall  be  applied  solely  to  pay  the  Loans  of,  and
unreimbursed drawings under Letters of Credit owed to, all non-Defaulting Lenders on a
pro rata basis prior to being applied to the payment of any Loans of, or unreimbursed
drawings under Letters of Credit owed to, that Defaulting Lender.
Any  payments,  prepayments  or  other  amounts  paid  or  payable  to  a  Defaulting  Lender
that are applied (or held) to pay amounts owed by a Defaulting Lender or to post Cash
Collateral pursuant to this Section 2.21(a)(i) shall be deemed paid to and redirected by
that Defaulting Lender, and each Lender irrevocably consents hereto.
(ii) Certain Fees.  That Defaulting Lender (x) shall not be entitled to receive
any  commitment  fee  pursuant  to  Section  2.6(a)  for  any  period  during  which  that  Lender  is  a
Defaulting  Lender (and the Borrower shall not be required to pay any such fee that otherwise
would have been required to have been paid to that Defaulting Lender during such period) (and
the Borrower shall (A) be required to pay to each applicable Issuing Lender and the Swingline
Lender, as applicable, the amount of such fee allocable to its Fronting Exposure arising from that
Defaulting  Lender  and  (B)  not  be  required  to  pay  the  remaining  amount  of  such  fee  that
otherwise would have been required to have been paid to that Defaulting Lender, in each case,
during such period that such Lender is a Defaulting Lender) and (y) shall be limited in its right to
receive fees in respect of Letters of Credit as provided in Section 3.3(a).
(iii) Reallocation  of  Revolving  Percentages  to  Reduce  Fronting  Exposure.
During any period in which there is a Defaulting Lender, for purposes of computing the amount
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	of the obligation of each non-Defaulting Lender to acquire, refinance or fund participations in
Letters  of  Credit  or  Swingline  Loans  pursuant  to  Sections  2.5  and  3.4,  the  “Revolving
Percentage”  of  each  non-Defaulting  Lender  shall  be  computed  without  giving  effect  to  the
Revolving Commitment of that Defaulting Lender (but subject to the other limitations contained
in the definition of Revolving Percentage relating to Later Expiring Letters of Credit); provided,
that  (i)  each  such  reallocation  shall  be  given  effect  only  if,  at  the  date  the  applicable  Lender
becomes  a  Defaulting  Lender,  no  Default  or  Event  of  Default  exists;  and  (ii)  the  aggregate
obligation of each non-Defaulting Lender to acquire, refinance or fund participations in Letters
of  Credit  and  Swingline  Loans  shall  not  exceed  the  positive  difference,  if  any,  of  (1)  the
Revolving  Commitment  of  that  non-Defaulting  Lender  minus  (2)  the  aggregate  outstanding
amount  of  the  Revolving  Loans  of  that  Lender.    Subject  to  Section  10.19,  no  reallocation
hereunder  shall  constitute  a  waiver  or  release  of  any  claim  of  any  party  hereunder  against  a
Defaulting Lender arising from that Lender having become a Defaulting Lender, including any
claim  of  a  Non-Defaulting  Lender  as  a  result  of  such  Non-Defaulting  Lender’s  increased
exposure following such reallocation.
(b) Defaulting Lender Cure.  If the Borrower, the Administrative Agent, Swingline
Lender  and  each  Issuing  Lender  agree  in  writing  in  their  sole  discretion  that  a  Defaulting  Lender  no
longer  falls  under  the  definition  of  Defaulting  Lender,  the  Administrative  Agent  will  so  notify  the
Revolving  Lenders,  whereupon  as  of  the  effective  date  specified  in  such  notice  and  subject  to  any
conditions set forth therein (which may include arrangements with respect to any Cash Collateral), that
Lender will, to the extent applicable, purchase at par that portion of outstanding Revolving Loans of the
other Lenders or take such other actions as the Administrative Agent may determine to be necessary to
cause the Revolving Loans and funded and unfunded participations in Letters of Credit and Swingline
Loans  to  be  held  on  a  pro  rata  basis  by  the  Revolving  Lenders  in  accordance  with  their  Revolving
Percentages  (without  giving  effect  to  Section  2.21(a)(iii)  but  giving  effect  to  the  other  limitations  set
forth in the definition of Revolving Percentage relating to Later Expiring Letters of Credit), whereupon
that Lender will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively
with respect to fees accrued or payments made by or on behalf of the Borrower while that Lender was a
Defaulting  Lender;  and  provided,  further,  that  except  to  the  extent  otherwise  expressly  agreed  by  the
affected parties or except as provided in Section 10.19, no change hereunder from Defaulting Lender to
Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s
having been a Defaulting Lender.
2.22. Obligations of Lenders Several.  The obligations of the Lenders hereunder to make Term
Loans  and  Revolving  Loans,  to  fund  participations  in  Letters  of  Credit  and  Swingline  Loans,  as
applicable, and to make payments pursuant to Section 9.7 are several and not joint.  The failure of any
Lender to make any Loan, to fund any such participation or to make any payment under Section 9.7 on
any date required hereunder shall not relieve any other Lender of its corresponding obligation (if any) to
do so on such date, and no Lender shall be responsible for the failure of any other Lender to so make its
Loan, to purchase its participation or to make its payment under Section 9.7.
2.23. Permitted Debt Exchanges.
(a) Notwithstanding anything to the contrary contained in this Agreement, pursuant
to  one  or  more  offers  (each,  a  “Permitted  Debt  Exchange  Offer”)  made  from  time  to  time  by  the
Borrower to all Lenders (other than, with respect to any Permitted Debt Exchange Offer that constitutes
an offering of securities, any Lender that (A) if requested by the Borrower, is unable to certify that it is
(i)  a  “qualified  institutional  buyer”  (as  defined  in  Rule  144A  under  the  Securities  Act),  (ii)  an
institutional “accredited investor” (as defined in Rule 501 under the Securities Act) or (iii) not a “U.S.
person” (as defined in Rule 902 under the Securities Act) or (B) is not legally permitted to own or hold
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	securities)  with  outstanding  Term  Loans  of  a  particular  Class,  the  Borrower  may  from  time  to  time
consummate one or more exchanges of such Term Loans for Indebtedness (in the form of senior secured,
senior  unsecured,  senior  subordinated,  or  subordinated  notes  or  loans)  (such  Indebtedness,  “Permitted
Debt Exchange Notes” and each such exchange, a “Permitted Debt Exchange”), so long as the following
conditions are satisfied:
(i) each such Permitted Debt Exchange Offer shall be made on a pro rata
basis to the Term Lenders (other than, with respect to any Permitted Debt Exchange Offer that
constitutes an offering of securities, any Lender that (A) if requested by the Borrower, is unable
to  certify  that  it  is  (i)  a  “qualified  institutional  buyer”  (as  defined  in  Rule  144A  under  the
Securities  Act),  (ii)  an  institutional  “accredited  investor”  (as  defined  in  Rule  501  under  the
Securities Act) or (iii) not a “U.S. person” (as defined in Rule 902 under the Securities Act) or
(B) is not legally permitted to own or hold securities) of each applicable Class based on their
respective aggregate principal amounts of outstanding Term Loans under each such Class;
(ii) the aggregate principal amount (calculated on the face amount thereof)
ofif  such  Permitted  Debt  Exchange  Notes shall  not  exceed  the  aggregate  principal  amount
(calculated on the face amount thereof) of Term Loans so refinanced, except by an amount equal
to any fees, expenses, commissions, underwriting discounts and premiums payable in connection
with such Permitted Debt Exchange;
(iii) the stated final maturity of such Permitted Debt Exchange Notes is not earlier
than the Term Maturity Date for the Class or Classes of Term Loans being exchanged, and such
stated final maturity is not subject to any conditions that could result in such stated final maturity
occurring on a date that precedes such Term Maturity Date  (it being understood that acceleration
or mandatory repayment, prepayment, redemption or repurchase of such Permitted Debt
Exchange Notes upon the occurrence of an event of default, a change in control, an event of loss
or an asset disposition shall not be deemed to constitute a change in the stated final maturity
thereof);
(iv) such Permitted Debt Exchange Notes are not required to be repaid, prepaid,
redeemed, repurchased or defeased, whether on one or more fixed dates, upon the occurrence of
one or more events or at the option of any holder thereof (except, in each case, upon the
occurrence of an event of default, a change in control, an event of loss or an asset disposition)
prior to the Term Maturity Date for the Class or Classes of Term Loans being exchanged,
provided that, notwithstanding the foregoing, scheduled amortization payments (however
denominated, including scheduled offers to repurchase) of such Permitted Debt Exchange Notes
shall be permitted so long as the Weighted Average Life to Maturity of such Indebtedness shall
be longer than the remaining Weighted Average Life to Maturity of the Class or Classes of Term
Loans being exchanged;
(v) no Subsidiary is a borrower or guarantor with respect to such Indebtedness
unless such Subsidiary is a Subsidiary Guarantor which shall have previously or substantially
concurrently guaranteed the Obligations;(vi) if such Permitted Debt Exchange Notes are
secured (A) such Permitted Debt Exchange Notes are not secured by any assets not securing the
Obligations under this Agreement unless such assets substantially concurrently secure the
Obligations under this Agreement and (B)are secured, the beneficiaries thereof (or an agent on
their behalf) shall have (1A) become party to a First Lien Intercreditor Agreement pursuant to the
terms thereof or (2B) entered into a customary intercreditor agreement with the Administrative
Agent that is reasonably satisfactory to the Administrative Agent and the Borrower;
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	(vii) the  terms  and  conditions  of  such  Permitted  Debt  Exchange  Notes
(excluding pricing and optional prepayment or redemption terms or covenants or other provisions
applicable only to periods after the Term Maturity Date of the Class or Classes of Term Loans
being  exchanged)  reflect  market  terms  and  conditions  at  the  time  of  incurrence  or  issuance;
provided  that  if  such  Permitted  Debt  Exchange  Notes  contain  any  financial  maintenance
covenants,  such  covenants  shall  not  be  tighter  than  (or  in  addition  to)  those  contained  in  this
Agreement  (unless  such  covenants  are  also  added  for  the  benefit  of  the  Lenders  under  this
Agreement,  in  which  case  any  requirement  to  so  comply  shall  not  require  the  consent  of  any
Lender or Agent hereunder);(viiiiii) the  aggregate  principal  amount  (calculated  on  the  face
amount  thereof)  of  all  Term  Loans  exchanged  under  each  applicable  Class  by  the  Borrower
pursuant  to  any  Permitted  Debt  Exchange  shall  automatically  be  cancelled  and  retired  by  the
Borrower on date of the settlement thereof (and, if requested by the Administrative Agent, any
applicable  exchanging  Lender  shall  execute  and  deliver  to  the  Administrative  Agent  an
Assignment  and  Assumption,  or  such  other  form  as  may  be  reasonably  requested  by  the
Administrative  Agent,  in  respect  thereof  pursuant  to  which  the  respective  Lender  assigns  its
interest  in  the  Term  Loans  being  exchanged  pursuant  to  the  Permitted  Debt  Exchange  to  the
Borrower for immediate cancellation), and accrued and unpaid interest on such Term Loans shall
be  paid  to  the  exchanging  Lenders  on  the  date  of  consummation  of  such  Permitted  Debt
Exchange,  or,  if  agreed  to  by  the  Borrower  and  the  Administrative Agent, the  next  scheduled
Interest Payment Date with respect to such Term Loans (with such interest accruing until the date
of consummation of such Permitted Debt Exchange);
(ixiv) if the aggregate principal amount of all Term Loans (calculated on the
face amount thereof) of a given Class tendered by Lenders in respect of the relevant Permitted
Debt  Exchange  Offer  (with  no  Lender  being  permitted  to  tender  a  principal  amount  of  Term
Loans which  exceeds  the  principal  amount  thereof  of the applicable Class actually held by it)
shall exceed the maximum aggregate principal amount of Term Loans of such Class offered to be
exchanged by the Borrower pursuant to such Permitted Debt Exchange Offer, then the Borrower
shall exchange Term Loans under the relevant Class tendered by such Lenders ratably up to such
maximum  based  on  the  respective  principal  amounts  so  tendered,  or,  if  such  Permitted  Debt
Exchange  Offer  shall  have  been  made  with  respect  to  multiple  Classes  without  specifying  a
maximum aggregate principal amount offered to be exchanged for each Class, and the aggregate
principal  amount  of  all  Term  Loans  (calculated  on  the  face  amount  thereof)  of  all  Classes
tendered by Lenders in respect of the relevant Permitted Debt Exchange Offer (with no Lender
being permitted to tender a principal amount of Term Loans which exceeds the principal amount
thereof actually held by it) shall exceed the maximum aggregate principal amount of Term Loans
of all relevant Classes offered to be exchanged by the Borrower pursuant to such Permitted Debt
Exchange Offer, then the Borrower shall exchange Term Loans across all Classes subject to such
Permitted Debt Exchange Offer tendered by such Lenders ratably up to such maximum amount
based on the respective principal amounts so tendered;
(xv) all documentation in respect of such Permitted Debt Exchange shall be
consistent with the foregoing, and all written communications generally directed to the Lenders
in connection therewith shall be in form and substance consistent with the foregoing and made in
consultation with the Borrower and the Administrative Agent; and
(xivi) any  applicable  Minimum  Tender  Condition  or  Maximum  Tender
Condition, as the case may be, shall be satisfied or waived by the Borrower.
Notwithstanding anything to the contrary herein, no Lender shall have any obligation to agree to have
any of its Loans or Commitments exchanged pursuant to any Permitted Debt Exchange Offer.
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	(b) With respect to all Permitted Debt Exchanges effected by the Borrower pursuant
to this Section 2.17, such Permitted Debt Exchange Offer shall be made for not less than $25,000,000 in
aggregate principal amount of Term Loans, provided that subject to the foregoing the Borrower may at its
election  specify  (A)  as  a  condition  (a  “Minimum  Tender  Condition”)  to  consummating  any  such
Permitted  Debt  Exchange  that  a  minimum  amount  (to  be  determined  and  specified  in  the  relevant
Permitted  Debt  Exchange  Offer  in  the  Borrower’s  discretion)  of  Term  Loans  of  any  or  all  applicable
Classes be tendered and/or (B) as a condition (a “Maximum Tender Condition”) to consummating any
such Permitted Debt Exchange that no more than a maximum amount (to be determined and specified in
the relevant Permitted Debt Exchange Offer in the Borrower’s discretion) of Term Loans of any or all
applicable  Classes  will  be  accepted  for  exchange.    The  Administrative  Agent  and  the  Lenders  hereby
acknowledge and agree that the provisions of Section 2.1(g), 2.7, 2.8, 2.92.8 and 2.15 do not apply to the
Permitted Debt Exchange and the other transactions contemplated by this Section 2.23 and hereby agree
not  to  assert  any  Default  or  Event  of  Default  in  connection  with  the  implementation  of  any  such
Permitted Debt Exchange or any other transaction contemplated by this Section 2.23 provided that such
implementations or such other transactions are transactions are effectual in accordance with this Section
2.23.
(c) In  connection  with  each Permitted Debt Exchange, the Borrower shall provide
the Administrative Agent at least five (5) Business Days’ (or such shorter period as may be agreed by the
Administrative  Agent)  prior  written  notice  thereof,  and  the  Borrower  and  the  Administrative  Agent,
acting  reasonably,  shall  mutually  agree  to  such  procedures  as  may  be  necessary  or  advisable  to
accomplish the purposes of this Section 2.23; provided that the terms of any Permitted Debt Exchange
Offer shall provide that the date by which the relevant Lenders are required to indicate their election to
participate in such Permitted Debt Exchange shall be not less than five (5) Business Days following the
date on which the Permitted Debt Exchange Offer is made.  The Borrower shall provide the final results
of such Permitted Debt Exchange to the Administrative Agent no later than three (3) Business Days prior
to the proposed date of effectiveness for such Permitted Debt Exchange (or such shorter period agreed to
by  the  Administrative  Agent  in  its  sole  discretion)  and  the  Administrative  Agent  shall  be  entitled  to
conclusively rely on such results.
(d) The  Borrower  shall  be  responsible  for  compliance  with,  and  hereby  agrees  to
comply with, all applicable securities and other laws in connection with each Permitted Debt Exchange,
it  being  understood  and  agreed  that  (i)  neither  the Administrative  Agent  nor any  Lender  assumes  any
responsibility  in  connection  with  the  Borrower’s  compliance  with  such  laws  in  connection  with  any
Permitted Debt Exchange and (ii) each Lender shall be solely responsible for its compliance with any
applicable  “insider  trading”  laws  and  regulations  to  which  such  Lender  may  be  subject  under  the
Exchange Act.
SECTION 3 LETTERS OF CREDIT
3.1. L/C Commitment.
(a) Subject to the terms and conditions hereof, each Issuing Lender, in reliance on
the agreements of the other Revolving Lenders set forth in Section 3.4(a), agrees to issue letters of credit
(“Letters  of  Credit”)  for  the  account  of  the  Borrower  on  any  Business  Day  during  a  Revolving
Commitment Period in such form as may be approved from time to time by such Issuing Lender (it being
understood  that  any  commercial  Letter  of  Credit  shall  provide  for  sight  drafts  and  not  bankers
acceptances); provided that no Issuing Lender shall issue any Letter of Credit if, after giving effect to
such issuance, (i) the L/C Obligations would exceed the L/C Commitment or (ii) the aggregate amount of
the Available Revolving Commitments (excluding Revolving A Commitments) would be less than zero.
Each Letter of Credit shall (i) be denominated in Dollars and (ii) expire no later than the earlier of (x) the
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	first anniversary of its date of issuance and (y) the date that is five Business Days prior to the then latest
Revolving Termination Date (other than in respect of the Revolving A Commitments), provided that any
Letter of Credit with a one-year term may provide for the renewal thereof for additional one-year periods
(which shall in no event extend beyond the date referred to in clause (y) above).  Each Existing Letter of
Credit shall be deemed to be issued pursuant to this Section 3.1(a) on the Restatement Effective Date.
Notwithstanding the foregoing, the Borrower and any Issuing Lender may from time to time pursuant to a
written  agreement  or  any  amendment  thereto  executed  by  the  Borrower  and  such  Issuing  Lender  and
delivered  to  the  Administrative  Agent, agree  that such  Issuing  Lender  shall  not be required to issue a
particular type of Letter of Credit and/or that the amount of Letters of Credit to be issued by such Issuing
Lender  shall  be  less  than  the  full  amount  of  the  L/C  Commitment  and/or  different  from  the  amount
referenced in Section 3.1(b)(iii), in which case, such Issuing Lender shall not be required to issue any
Letter  of  Credit  to  the  extent  such  issuance  would  be  inconsistent  with  such  agreement  between  the
Borrower and such Issuing Lender.
(b) No Issuing Lender shall be obligated to issue any Letter of Credit hereunder if:
(i) such issuance would conflict with, or cause such Issuing Lender or any
L/C Participant to exceed any limits imposed by, any applicable Requirement of Law;
(ii) any  Lender  is  at  that  time  a  Defaulting  Lender,  unless  such  Issuing
Lender has  entered  into  arrangements,  including, if requested, the delivery of Cash Collateral,
reasonably satisfactory to the Issuing Lender with the Borrower or such Lender to eliminate such
Issuing Lender’s actual or potential Fronting Exposure (after giving effect to Section 2.21(a)(iii))
with respect to the Defaulting Lender arising from either the Letter of Credit then proposed to be
issued or that Letter of Credit and all other L/C Obligations as to which such Issuing Lender has
actual or potential Fronting Exposure, as it may elect in its sole discretion;
(iii) subject to the last sentence of Section 3.1(a), if the aggregate amount of
the L/C Obligations in respect of Letters of Credit issued by such Issuing Lender would exceed
one-third  (1/3)  of  the  L/C  Commitment  (or,  in  the  case  of  JPMorgan  Chase  Bank,  N.A.,
$41,000,000); or
(iv) the issuance thereof would otherwise conflict with any separate written
agreement between the Borrower and such Issuing Lender.
3.2. Procedure for Issuance of Letter of Credit.  The Borrower may from time to time request
that  any  Issuing  Lender  issue  a  Letter  of  Credit  by  delivering  to  such  Issuing  Lender  an  Application
therefor, completed to the satisfaction of such Issuing Lender, and such other certificates, documents and
other papers and information as such Issuing Lender may request.  Upon receipt of any Application, the
relevant Issuing Lender will process such Application and the certificates, documents and other papers
and information delivered to it in connection therewith in accordance with its customary procedures and
shall promptly issue the Letter of Credit requested thereby (but in no event shall such Issuing Lender be
required  to  issue  any  Letter  of  Credit  earlier  than  three  (3)  Business  Days  after  its  receipt  of  the
Application therefor and all such other certificates, documents and other papers and information relating
thereto) by issuing the original of such Letter of Credit to the beneficiary thereof or as otherwise may be
agreed to by such Issuing Lender and the Borrower.  The relevant Issuing Lender shall furnish a copy of
such  Letter  of  Credit  to  the  Borrower  promptly  following  the  issuance  thereof.    The  relevant  Issuing
Lender shall promptly furnish to the Administrative Agent, which shall in turn promptly furnish to the
Lenders, notice of the issuance of each Letter of Credit (including the amount thereof).
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	3.3. Fees and Other Charges.
(a) The  Borrower  will  pay  a  fee  for  the  benefit  of  each  Revolving  Lender  on  all
outstanding Letters of Credit at a per annum rate equal to the product of (i) the Applicable Margin then in
effect  with  respect  to EurodollarTerm  SOFR  Loans  made  pursuant  to  the  Revolving  Commitments  of
such Revolving Lender that has a risk participation in Letters of Credit and (ii) such Revolving Lender’s
daily  Revolving  Percentage  of  the  undrawn  and  unexpired  amount  of  each  Letters  of  Credit,  payable
quarterly in arrears on each L/C Fee Payment Date after the issuance date; provided, however, for the
avoidance of doubt, any such fees otherwise payable for the account of a Defaulting Lender with respect
to any Letter of Credit as to which such Defaulting Lender has not provided Cash Collateral satisfactory
to the Issuing Lender pursuant to this Section 3 shall be payable, to the maximum extent permitted by
applicable  Law,  to  the  other  Revolving  Lenders  in  accordance  with  the  upward  adjustments  in  their
respective Revolving Percentages allocable to such Letter of Credit pursuant to Section 2.21(a)(iii), with
the  balance  of  such  fee,  if  any,  payable  to  the  Issuing  Lender  for  its  own  account.    In  addition,  the
Borrower shall pay to the relevant Issuing Lender for its own account a fronting fee with respect to each
Letter of Credit at a per annum rate of 0.125% or a lower rate separately agreed between the Borrower
and such Issuing Lender on the undrawn and unexpired amount of each Letter of Credit issued by such
Issuing Lender, payable quarterly in arrears on each L/C Fee Payment Date after the relevant issuance
date.
(b) In addition to the foregoing fees, unless otherwise agreed by the relevant Issuing
Lender, the Borrower shall pay or reimburse each Issuing Lender for such normal and customary costs
and expenses as are incurred or charged by such Issuing Lender in issuing, negotiating, effecting payment
under, amending or otherwise administering any Letter of Credit issued by it.
3.4. L/C Participations.
(a) Each Issuing Lender irrevocably agrees to grant and hereby grants to each L/C
Participant, and, to induce the Issuing Lenders to issue Letters of Credit hereunder, each L/C Participant
irrevocably agrees to accept and purchase and hereby accepts and purchases from each Issuing Lender,
on  the  terms  and  conditions  hereinafter  stated,  for  such  L/C  Participant’s  own  account  and  risk  an
undivided  interest  equal  to  such  L/C  Participant’s  Revolving  Percentage  in  each  Issuing  Lender’s
obligations and rights under each Letter of Credit issued by it hereunder and the amount of each draft
paid  by  such Issuing Lender thereunder.  Each L/C Participant unconditionally and irrevocably agrees
with each Issuing Lender that, if a draft is paid under any Letter of Credit issued by such Issuing Lender
for which such Issuing Lender is not reimbursed in full by the Borrower in accordance with the terms of
this Agreement, such L/C Participant shall pay to such Issuing Lender through the Administrative Agent
upon  demand  an  amount  equal  to  such L/C Participant’s Revolving Percentage of the amount of such
draft,  or  any  part  thereof,  that  is  not  so  reimbursed.    Each  L/C  Participant’s  obligation  to  make  such
payment  to  such  Issuing  Lender  as  contemplated  by  this  Section  3.4(a),  shall  be  absolute  and
unconditional  and  shall  not  be  affected  by  any  circumstance,  including  (A)  any  setoff,  counterclaim,
recoupment,  defense  or  other  right  which  such  Lender  may  have  against  such  Issuing  Lender,  the
Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default
or Event of Default, or (C) any other occurrence, event or condition, whether or not similar to any of the
foregoing.  No such payment by any L/C Participant shall relieve or otherwise impair the obligation of
the  Borrower  to  reimburse such  Issuing  Lender  for  the  amount of  any  payment  made  by such Issuing
Lender under any Letter of Credit, together with interest as provided herein.
(b) If any amount required to be paid by any L/C Participant to any Issuing Lender
pursuant to Section 3.4(a) in respect of any unreimbursed portion of any payment made by such Issuing
Lender under any Letter of Credit is paid to such Issuing Lender within three (3) Business Days after the
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	date such payment is due, such L/C Participant shall pay to such Issuing Lender on demand an amount
equal to the product of (i) such amount, times (ii) the daily average Federal Funds Effective Rate during
the period from and including the date such payment is required to the date on which such payment is
immediately available to such Issuing Lender, times (iii) a fraction the numerator of which is the number
of days that elapse during such period and the denominator of which is 360.  If any such amount required
to be paid by any L/C Participant pursuant to Section 3.4(a) is not made available to the relevant Issuing
Lender by such L/C Participant within three (3) Business Days after the date such payment is due, such
Issuing  Lender  shall  be  entitled  to  recover  from  such  L/C  Participant,  on  demand,  such  amount  with
interest thereon calculated from such due date at the rate per annum applicable to ABR Loans under the
Revolving Commitments of such Lender.  A certificate of the relevant Issuing Lender submitted to any
L/C Participant with respect to any amounts owing under this Section shall be conclusive in the absence
of manifest error.
(c) Whenever, at any time after the relevant Issuing Lender has made payment under
any  Letter  of  Credit  and  has  received  from  any  L/C  Participant  its  pro  rata share  of  such  payment in
accordance  with Section 3.4(a), such Issuing Lender receives any payment through the Administrative
Agent  related  to  such  Letter  of  Credit  (whether  directly  from  the  Borrower  or  otherwise,  including
proceeds  of  collateral  applied  thereto  by  such  Issuing  Lender),  or  any  payment  of interest  on  account
thereof, the Administrative Agent will distribute to each such Issuing Lender will distribute to each L/C
Participant its pro rata share thereof; provided, however, that in the event that any such payment received
by  such  Issuing  Lender  shall be required  to  be  returned  by  such  Issuing  Lender, such L/C Participant
shall return to the Administrative Agent the portion thereof previously distributed by such Issuing Lender
to it.
3.5. Reimbursement  Obligation  of  the  Borrower.    If  any  draft  is  paid  under  any  Letter  of
Credit, the Borrower shall reimburse the relevant Issuing Lender for the amount of (a) the draft so paid
and (b) any taxes, fees, charges or other costs or expenses incurred by such Issuing Lender in connection
with such payment, not later than 1:00 P.M., New York City time, on the next business day following the
day that the Borrower receives notice of payment of such draft.  Each such payment shall be made to the
relevant  Issuing  Lender  in  lawful  money  of  the  United  States  and  in  immediately  available  funds.
Interest shall be payable on any and all amounts remaining unpaid by the Borrower under this Section
from the date such amounts become payable (whether at stated maturity, by acceleration or otherwise) (or
from the date the relevant draft is paid, if notice thereof is received by the Borrower prior to 10:00 A.M.,
New  York  City  time,  on  such  date)  until  payment  in  full  at  the  rate  set  forth  in  (i)  until  the  second
Business Day following the date of the applicable drawing, Section 2.12(b) and (ii) thereafter, Section
2.12(c).
3.6. Obligations Absolute.  The Borrower’s obligations under this Section 3 shall be absolute
and unconditional under any and all circumstances and irrespective of any setoff, counterclaim or defense
to  payment that  the  Borrower  may  have  or have  had  against  any  Issuing Lender, any beneficiary of a
Letter  of  Credit  or  any  other  Person.    The  Borrower  also  agrees  with  each  Issuing  Lender  and  L/C
Participant  that  no  Issuing  Lender  or  L/C  Participant  shall  be  responsible  for,  and  the  Borrower’s
Reimbursement Obligations under Section 3.5 shall not be affected by, among other things, the validity
or genuineness of documents or of any endorsements thereon, even though such documents shall in fact
prove  to  be  invalid,  fraudulent  or  forged,  or  any  dispute  between  or  among  the  Borrower  and  any
beneficiary of any Letter of Credit or any other party to which such Letter of Credit may be transferred or
any  claims  whatsoever  of  the  Borrower  against  any  beneficiary  of  such  Letter  of  Credit  or  any  such
transferee.    No  Issuing  Lender  shall  be  liable  for  any  error,  omission,  interruption  or  delay  in
transmission, dispatch or delivery of any message or advice, however transmitted, in connection with any
Letter of Credit, except for errors or omissions found by a final non-appealable decision of a court of
competent jurisdiction to have resulted from the gross negligence or willful misconduct of the relevant
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	Issuing Lender.  The Borrower agrees that any action taken or omitted by any Issuing Lender under or in
connection with any Letter of Credit or the related drafts or documents, if done in the absence of gross
negligence or willful misconduct and in accordance with the standards of care specified in the New York
UCC, shall be binding on the Borrower and shall not result in any liability of any Issuing Lender to the
Borrower.
3.7. Letter of Credit Payments.  If any draft shall be presented for payment under any Letter
of Credit, the relevant Issuing Lender shall promptly notify the Borrower of the date and amount thereof.
The  responsibility  of  each  Issuing  Lender  to  the  Borrower  in  connection  with  any  draft presented for
payment under any Letter of Credit shall, in addition to any payment obligation expressly provided for in
such Letter of Credit, be limited to determining that the documents (including each draft) delivered under
such  Letter  of  Credit  in  connection  with  such  presentment  are  substantially  in  conformity  with  such
Letter of Credit.
3.8. Cash Collateral.
(a) Certain Credit Support Events.  Upon the request of the Administrative Agent or
any Issuing Lender (i) if an Issuing Lender has honored any full or partial drawing request under any
Letter of Credit and such drawing has resulted in a Reimbursement Obligation, or (ii) if, as of the date
the Total Revolving Commitment (other than Revolving A Commitments) has terminated, any Letter of
Credit  or  Reimbursement  Obligation  for  any  reason  remains  outstanding,  the  Borrower  shall,  in  each
case,  promptly  but  in  any  event  within  two  Business  Days  of  demand,  Cash  Collateralize  the  then
outstanding amount of all Letters of Credit and Reimbursement Obligations.  At any time that there shall
exist a Defaulting Lender, forthwith upon the request of the Administrative Agent, any Issuing Lender or
the  Swingline  Lender,  the  Borrower  shall  deliver  to  the  Administrative  Agent  Cash  Collateral  in  an
amount sufficient to cover all Fronting Exposure (after giving effect to Section 2.21(a)(iii) and any Cash
Collateral provided by the Defaulting Lender).  If at any time the Administrative Agent determines that
any  funds  held  as  Cash  Collateral  are  subject  to  any  right  or  claim  of  any  Person  other  than  the
Administrative  Agent  or  that  the  total  amount  of  such  funds  is  less  than  the  aggregate  outstanding  of
obligations required to be Cash Collateralized, the Borrower will, promptly but in any event within two
Business Days of demand by the Administrative Agent, pay to the Administrative Agent, as additional
funds to be deposited as Cash Collateral, an amount equal to the excess of (x) such aggregate amount
required to be Cash Collateralized over (y) the total amount of funds, if any, then held as Cash Collateral
that  the  Administrative  Agent  determines to  be  free  and  clear  of any such right and claim.  Upon the
drawing of any Letter of Credit for which funds are on deposit as Cash Collateral, such funds shall be
applied, to the extent permitted under applicable Laws, to reimburse the applicable Issuing Lender.
(b) Grant  of  Security  Interest.    All  Cash  Collateral  (other  than  credit  support  not
constituting  funds  subject  to  deposit)  shall  be  maintained  in  blocked,  non-interest  bearing  deposit
accounts at the Administrative Agent.  The Borrower, and to the extent provided by any Lender, such
Lender, hereby grant to (and subject to the control of) the Administrative Agent, for the benefit of the
Administrative  Agent,  each  Issuing  Lender  and  the  Swingline  Lender,  and  agree  to  maintain,  a  first
priority security interest in all such cash, deposit accounts and all balances therein, and all other property
so  provided  as  collateral  pursuant  hereto,  and  in  all  proceeds  of  the  foregoing,  all  as  security  for  the
obligations to which such Cash Collateral may be applied pursuant to clause (c) below.
(c) Application.    Notwithstanding  anything  to  the  contrary  contained  in  this
Agreement  or  any  other  Loan  Document,  Cash  Collateral  provided  in  respect  of  Letters  of  Credit  or
Swingline Loans shall be held and upon the occurrence and continuation of an Event of Default applied
to  the  satisfaction  of  the  specific  Letters  of  Credit,  Reimbursement  Obligations,  Swingline  Loans,
obligations  to  fund  participations  therein  (including,  as  to  Cash  Collateral  provided  by  a  Defaulting
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	Lender, any interest accrued on such obligation) and other obligations for which the Cash Collateral was
so  provided,  prior  to  any  other  application  of  such  property  as  may  be  provided  for  in  the  Loan
Documents.
(d) Release.  Cash Collateral (or the appropriate portion thereof) provided to reduce
Fronting  Exposure or  other  obligations  shall  be  released  promptly  following  (i)  the  elimination of the
applicable  Fronting  Exposure  or  other  obligations  giving  rise  thereto  (including  by  the  termination  of
Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance
with Section 10.6(b)) or (ii) the Administrative Agent’s good faith determination that there exists excess
Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of the Borrower
shall not be released during the continuance of a Default or Event of Default (and following application
as provided in clause (c) above may be otherwise applied in accordance with the Loan Documents), and
(y) the Person providing Cash Collateral and the Issuing Lender or Swingline Lender, as applicable, may
agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting
Exposure or other obligations.
3.9. Applications.  To the extent that any provision of any Application related to any Letter of
Credit is inconsistent with the provisions of this Section 3, the provisions of this Section 3 shall apply.
3.10. Applicability of ISP and UCP.  Unless otherwise expressly agreed by the relevant Issuing
Lender and the Borrower when a Letter of Credit is issued, (i) the rules of the ISP shall apply to each
standby  Letter  of  Credit,  and  (ii)  the  rules  of  the  Uniform  Customs  and  Practice  for  Documentary
Credits, as most recently published by the International Chamber of Commerce at the time of issuance
shall apply to each commercial Letter of Credit.
SECTION 4 REPRESENTATIONS AND WARRANTIES
To induce the Administrative Agent and the Lenders to enter into this Agreement and to make
the Loans and issue or participate in the Letters of Credit, Holdings and the Borrower hereby jointly and
severally represent and warrant to the Administrative Agent and each Lender that:
4.1. Financial  Condition.    The  condensed  consolidating  balance  sheet  information  for  the
Borrower  and  its  Subsidiaries  as  at  December  31, 20182021  and  the  related  condensed  consolidating
statement of operations and cash flows information for the Borrower and its Subsidiaries for the fiscal
year ended on such date, as included in the audited consolidated financial statements of CCIHoldings as
at, and for the year ended, December 31, 2018,2021, have been prepared based on the best information
available to the Borrower as of the date of delivery thereof, and present fairly the consolidated financial
condition  of  the  Borrower  as  at  such  date,  and  the  consolidated  results  of  its  operations  and  its
consolidated  cash  flows  for  the  period  then  ended  on  the  basis  described  therein.    Such  financial
information  has  been  prepared  in  accordance  with  GAAP  applied  consistently  throughout  the  periods
involved (except  as  approved  by KPMGthe  Borrower’s  auditors  and  disclosed  therein  or as otherwise
disclosed therein). As of the Restatement Effective Date, the Borrower and its Subsidiaries do not have
any material Guarantee Obligations, contingent liabilities and liabilities for taxes, or any long-term leases
or unusual forward or long-term commitments, including any interest rate or foreign currency swap or
exchange transaction or other obligation in respect of derivatives, that are not reflected in such financial
statements of CCI.
4.2. No  Change.    Since  December  31, 20182021  there  has  been  no  event,  development  or
circumstance that has had or could reasonably be expected to have a Material Adverse Effect.
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	4.3. Existence; Compliance with Law.  Each of Holdings, the Borrower and its Subsidiaries
(a)  except  in  the  case  of  any  Shell  Subsidiary,  any  De  Minimis  Subsidiary  and  any  former  Shell
Subsidiary until it becomes a Loan Party pursuant to Section 6.9,Loan Party (a) is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its organization, (b) has the power and
authority, and the legal right, to own and operate its property, to lease the property it operates as lessee
and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign entity and
in good standing under the laws of each jurisdiction where its ownership, lease or operation of property
or the conduct of its business requires such qualification and (d) is in compliance with all Requirements
of Law, in each case with respect to clauses (a) (other than with respect to Holdings or the Borrower),
(b), (c) and (d), except as could not, in the aggregate, reasonably be expected to have a Material Adverse
Effect.
4.4. Power;  Authorization;  Enforceable  Obligations.    Each  Loan  Party  has  the  power  and
authority, and the legal right, to make, deliver and perform the Loan Documents to which it is a party
and, in the case of the Borrower, to borrow hereunder.  Each Loan Party has taken all necessary action to
authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in
the case of the Borrower, to authorize the borrowings on the terms and conditions of this Agreement.  No
consent  or  authorization  of,  filing  with,  notice  to  or  other  act  by  or  in  respect  of,  any  Governmental
Authority  or  any  other  Person  is  required  in  connection  with  the  borrowings  hereunder  or  with  the
execution,  delivery,  performance,  validity  or  enforceability  of  this  Agreement  or  any  of  the  Loan
Documents, other than those that have been obtained or made and are in full force and effect or as would
not  reasonably  be  expected  to  have  a  Material  Adverse  Effect.    Each  Loan  Document  has  been  duly
executed and delivered on behalf of each Loan Party party thereto.  This Agreement constitutes, and each
other Loan Document upon execution will constitute, a valid and legally binding obligation of each Loan
Party  party  thereto,  enforceable  against  each  such  Loan  Party  in  accordance  with  its  terms,  except  as
enforceability  may  be  limited  by  applicable  bankruptcy,  insolvency,  reorganization,  moratorium  or
similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles
(whether enforcement is sought by proceedings in equity or at law).
4.5. No Legal Bar.  The execution, delivery and performance of this Agreement and the other
Loan Documents, the issuance of Letters of Credit, the borrowings hereunder and the use of the proceeds
thereof, will not violate any material Requirement of Law or any material Contractual Obligation of any
Designated Holding Company, the Borrower or any of its SubsidiariesLoan Party and will not result in,
or  require,  the  creation  or  imposition  of  any  Lien  on  any  of  their  respective  properties  or  revenues
pursuant to any Requirement of Law or any such Contractual Obligation (other than the Liens created by
the Guarantee and Collateral Agreement or permittednot prohibited by Section 7.3(o)).
4.6. Litigation.    No  litigation,  investigation  or  proceeding  of  or  before  any  arbitrator  or
Governmental Authority is pending or, to the knowledge of Holdings or the Borrower, threatened by or
against Holdings,  the  Borrower  or  any  of  its  Subsidiariesany  Loan  Party,  or  against  any  of  their
respective  properties  or  revenues  (a)  with  respect  to  any  of  the  Loan  Documents  or  any  of  the
transactions contemplated hereby or thereby, or (b) that could reasonably be expected to have a Material
Adverse Effect.
4.7. No Default[Reserved]. None of Holdings, the Borrower or any of its Subsidiaries is in
default under or with respect to any of its Contractual Obligations in any respect that could reasonably be
expected  to  have  a  Material  Adverse  Effect.  No  Default  or  Event  of  Default  has  occurred  and  is
continuing.
4.8. Ownership of Property; Liens.  Each of Holdings, the Borrower and its SubsidiariesLoan
Party has marketable title to, or a valid leasehold interest in, all its real property, and good title to, or a
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	valid leasehold interest in, all its other property (in each case except as could not reasonably be expected
to have a Material Adverse Effect), and none of such property is subject to any Lien except Liens not
prohibited by Section 7.3.
4.9. Intellectual Property4.9.[Reserved].   Each  of  Holdings,  the  Borrower  and  each  of  its
Subsidiaries owns, or is licensed to use, all Intellectual Property necessary for the conduct of its business
as currently conducted, except as could not reasonably be expected to have a Material Adverse Effect.
No claim has been asserted and is pending by any Person challenging or questioning the use, validity or
effectiveness  of  any  Intellectual  Property  owned  or  licensed  by  Holdings,  the  Borrower  or  any  of  its
Subsidiaries that could reasonably be expected to result in a breach of the representation and warranty set
forth in the first sentence of this Section 4.9, nor does the Borrower know of any valid basis for any such
claim. The use of all Intellectual Property necessary for the conduct of the business of the Borrower and
its Subsidiaries, taken as a whole, does not infringe on the rights of any Person in such a manner that
could reasonably be expected to result in a breach of the representation and warranty set forth in the first
sentence of this Section 4.9.
4.10. Taxes.  Except as could not reasonably be expected to have a Material Adverse Effect,
each of Holdings, the Borrower and each of its Subsidiaries (other than Shell Subsidiaries)Loan Party has
filed or caused to be filed all federal, state and other material tax returns that are required to be filed and
has paid all taxes shown to be due and payable on said returns or on any assessments made against it or
any of its property and all other taxes, fees or other charges imposed on it or any of its property by any
Governmental  Authority  (other  than  those  with  respect  to  which  the  amount  or  validity  thereof  are
currently being contested in good faith by appropriate proceedings and with respect to which reserves in
conformity  with  GAAP  have  been  provided  on  the  books  of Holdings,  the  Borrower  or  its
Subsidiariessuch Loan Party, as the case may be).
4.11. Federal Regulations.  No part of the proceeds of any Loans will be used for “buying” or
 “carrying”  any  “margin  stock”  within  the  respective  meanings  of  each  of  the  quoted  terms  under
Regulation  U  as  now  and  from  time  to  time  hereafter  in  effect  or  for  any  purpose  that  violates  the
provisions of the Regulations of the Board.
4.12. Labor Matters[Reserved]. Except as, in the aggregate, could not reasonably be expected
to have a Material Adverse Effect: (a) there are no strikes or other labor disputes against Holdings, the
Borrower  or  any  of  its  Subsidiaries  pending  or,  to  the  knowledge  of  Holdings  or  the  Borrower,
threatened;  (b)  hours  worked  by,  and  payment  made  to,  employees  of  Holdings,  the  Borrower  and  its
Subsidiaries  have  not  been  in  violation  of  the  Fair  Labor  Standards  Act  or  any  other  applicable
Requirement of Law dealing with such matters; and (c) all payments due from Holdings, the Borrower or
any of its Subsidiaries on account of employee health and welfare insurance have been paid or accrued as
a liability on the books of Holdings, the Borrower or the relevant Subsidiary.
4.13. ERISA[Reserved].   Except  as,  in  the  aggregate,  would  not  have  a  Material  Adverse
Effect: neither a Reportable Event nor an “accumulated funding deficiency” (within the meaning of
Section 412 of the Code or Section 302 of ERISA) has occurred with respect to any Single Employer
Plan,  and  each  Single  Employer  Plan  has  complied  with  the  applicable  provisions  of  ERISA  and  the
Code; no termination of a Single Employer Plan has occurred, and no Lien in favor of the PBGC or a
Plan  has  arisen  on  the  assets  of  a  Loan  Party;  neither  any  Loan  Party  nor  any  Commonly  Controlled
Entity has  had  a  complete  or partial  withdrawal from any Multiemployer Plan; and no Multiemployer
Plan of any Loan Party or any Commonly Controlled Entity is Insolvent.
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	4.14. Investment  Company Act.  No Loan Party is an “investment company”, or a company
 “controlled” by an “investment company”, within the meaning of the Investment Company Act of 1940,
as amended.
4.15. Subsidiaries.    As  of  the  Restatement  Effective  Date  and,  following  the  Restatement
Effective Date, as of the date of the most recently delivered Compliance Certificate pursuant to Section
6.2(b),  (a)  Schedule  4.15  (as  modified  by  such  Compliance  Certificate)  sets  forth  the  name  and
jurisdiction of organization of each Designated Holding CompanyHoldings, the Borrower and each of the
Borrower’s  Subsidiaries  (except  any  Shell  Subsidiary)  and,  as  to  each  such  Person,  the  percentage  of
each class of Equity Interests owned by Holdings, the Borrower and each of the Borrower’s Subsidiaries,
and (b) except as set forth on Schedule 4.15 (as modified by such Compliance Certificate), there are no
outstanding  subscriptions,  options,  warrants,  calls,  rights  or  other  agreements  or  commitments  of  any
nature  relating  to  any  Equity  Interests  of  the  Borrower  or  any  of  its  Subsidiaries  (except  any  Shell
Subsidiary), except as created by the Loan Documents.
4.16. Use of Proceeds.  The proceeds of the Revolving Loans and any Term Loans, and the
Letters  of  Credit,  shall  be  used  for  general  purposes,  including  to  finance  permitted  Investments  and
permitted distributions to redeem Indebtedness of parent companies of the Borrower.
4.17. Environmental Matters4.17. [Reserved].   Except  as,  in  the  aggregate,  could  not
reasonably be expected to have a Material Adverse Effect:
(a) the facilities and properties owned, leased or operated by Holdings, the Borrower
or any of its Subsidiaries (the “Properties”) do not contain any Materials of Environmental
Concern in amounts or concentrations or under circumstances that constitute a violation of any
Environmental Law;
(b) neither Holdings, the Borrower nor any of its Subsidiaries has received any
notice of violation, alleged violation, non-compliance, liability or potential liability regarding
matters arising under, or compliance with, Environmental Laws with regard to any of the
Properties or the business operated by Holdings, the Borrower or any of its Subsidiaries (the
 “Business”), nor does Holdings or the Borrower have knowledge that any such notice will be
received or is being threatened;
(c) Materials of Environmental Concern have not been transported or disposed of by
Holdings, the Borrower or any of its Subsidiaries from the Properties in violation of, or in a
manner or to a location that could give rise to liability under, any Environmental Law, nor have
any Materials of Environmental Concern been generated, treated, stored or disposed of by
Holdings, the Borrower or any of its Subsidiaries at, on or under any of the Properties in
violation of, or in a manner that could give rise to liability under, any applicable Environmental
Law;
(d) no judicial proceeding or governmental or administrative action is pending, or, to
the knowledge of Holdings and the Borrower, threatened, under any Environmental Law to
which Holdings, the Borrower or any Subsidiary is named as a party with respect to the
Properties or the Business, nor are there any consent decrees or other decrees, consent orders,
administrative orders or other orders outstanding under any Environmental Law with respect to
the Properties or the Business;
(e) there has been no release of Materials of Environmental Concern at or from the
Properties, or arising from or related to the operations of Holdings, the Borrower or any
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	Subsidiary in connection with the Properties or otherwise in connection with the Business, in
violation of or in amounts or in a manner that could give rise to liability under Environmental
Laws;
(f) the Properties and all operations at the Properties are in compliance with all
applicable Environmental Laws, and there is no violation of any Environmental Law with respect
to the Properties or the Business; and
(g) neither Holdings, the Borrower nor any of its respective Subsidiaries has
assumed any liability of any other Person under Environmental Laws.
4.18. Certain Cable Television Matters4.18. [Reserved].   Except  as,  in  the aggregate,  could
not reasonably be expected to result in a Material Adverse Effect:
(a) (i)  Holdings, the Borrower and its Subsidiaries possess all Authorizations
necessary to own, operate and construct the CATV Systems or otherwise for the operations of
their businesses and are not in violation thereof and (ii) all such Authorizations are in full force
and effect and no event has occurred that reasonably permits, or after notice or lapse of time
could reasonably permit, the revocation, termination or material and adverse modification of any
such Authorization;
(b) neither Holdings, the Borrower nor any of its Subsidiaries is in violation of the
Communications Act of 1934, as amended, or any FCC rule or regulation applicable to the
operation of any portion of any of the CATV Systems;
(c) (i) there is not pending or, to the best knowledge of Holdings or the Borrower,
threatened, any action by the FCC to revoke, cancel, suspend or refuse to renew any FCC
License held by Holdings, the Borrower or any of its Subsidiaries and (ii) there is not pending or,
to the best knowledge of the Borrower, threatened, any action by the FCC to modify adversely,
revoke, cancel, suspend or refuse to renew any other Authorization; and
(d) there is not issued or outstanding by a Person with applicable regulatory
authority or, to the best knowledge of Holdings and the Borrower, threatened, any notice of any
hearing, violation or complaint by a Person with applicable regulatory authority against
Holdings, the Borrower or any of its Subsidiaries with respect to the operation of any portion of
the CATV Systems.
4.19. Accuracy of Information, Etc. No statement or information (other than projections and
pro forma financial information) contained in this Agreement, any other Loan Document, or any other
document,  certificate  or  statement  furnished  by  or  on  behalf  of  any  Loan  Party  to  the  Agents  or  the
Lenders, or any of them, for use in connection with the transactions contemplated by this Agreement or
the other Loan Documents, as supplemented and updated from time to time (including through the filing
of reports with the SEC) prior to the date this representation and warranty is made or deemed made and
when taken as a whole with other such statements and information, contains any untrue statement of a
material fact or omits to state a material fact necessary to make the statements contained herein or therein
not  materially  misleading.  The  projections  and pro forma  financial  information  contained  in  the
materials  referenced  above  are  based  upon  good  faith  estimates  and  assumptions  believed  by
management of the Borrower to be reasonable at the time made, it being recognized by the Lenders that
such financial information as it relates to future events is not to be viewed as fact and that actual results
during the period or periods covered by such financial information may differ from the projected results
set forth therein by a material amount.  There is no fact known to any Loan Party (other than information
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	of a general economic or political nature) that could reasonably be expected to have a Material Adverse
Effect that has not been expressly disclosed herein, in the other Loan Documents, in reports filed with the
SEC or in any other documents, certificates and statements furnished to the Agents and the Lenders for
use in connection with the transactions contemplated hereby and by the other Loan Documents.
4.20. Security Interests.
(a) The  Guarantee  and  Collateral  Agreement  is  effective  to  create  or  continue,  as
applicable, in favor of the Administrative Agent, for the benefit of the Secured Parties (as defined in the
Guarantee  and  Collateral  Agreement),  a  legal,  valid  and  enforceable  security  interest  in  the Collateral
described  therein  and  proceeds  thereof  (but  excluding  any  intent-to-use  trademark  application,  as
provided  in  the  Guarantee  and  Collateral  Agreement).    In  the  case  of  certificated  Pledged  Stock
(constituting securities within the meaning of Section 8-102(a)(15) of the New York UCC) described in
the Guarantee and Collateral Agreement, when certificates representing such Pledged Stock are delivered
to  the  Administrative  Agent,  and  in  the  case  of  the  other  Collateral  described  in  the  Guarantee  and
Collateral Agreement, when financing statements in appropriate form are filed in the offices specified on
Schedule 4.20(a), the Guarantee and Collateral Agreement shall constitute a fully perfected Lien on, and
security interest in, all right, title and interest of the parties thereto in such Collateral and the proceeds
thereof, as security for the Obligations, in each case prior and superior in right to any other Person, other
than with respect to Liens not prohibited by Section 7.3.
(b) NoneExcept  as  disclosed  to  the  Administrative  Agent,  none  of  the  Equity
Interests  of  the  Borrower  and  its  Subsidiaries  which  are  limited  liability  companies  or  partnerships
constitutes a security under Section 8-103 of the New York UCC or the corresponding code or statute of
any other applicable jurisdiction.
4.21. Solvency.    The  Borrower  and  its  Subsidiaries,  taken  as  a  whole, are,  and after giving
effect to the financing transactions referred to herein to occur on the Amendment No. 12 Effective Date
will be and will continue to be, are Solvent as of the Amendment No. 2 Effective Date.
SECTION 5 CONDITIONS PRECEDENT
5.1. Conditions  to  Restatement  Effective  Date.    The  effectiveness  of  this  Agreement  is
subject to the occurrence of the Restatement Effective Date, which occurred on April 26, 2019.
5.2. Conditions  to  Each  Extension  of  Credit.    The  agreement  of  each  Lender  to  make  any
extension of credit requested to be made by it on any date (including its initial extension of credit) is
subject to the satisfaction of the following conditions precedent:
(a) Representations  and  Warranties.    Each  of  the  representations  and  warranties
made by any Loan Party in or pursuant to the Loan Documents shall be true and correct in all material
respects  on  and  as  of  such date  as if  made on  and  as of  such  date  (except  for any representation and
warranty that is made as of a specified earlier date, in which case such representation and warranty shall
have been true and correct in all material respects as of such earlier date); provided that, in connection
with  any  incurrence  of  Incremental  Term  Loans  for  purposes  of  financing  a  Limited  Condition
Acquisition, the foregoing requirement shall only apply to the representations and warranties contained
in Section 4.3(a) (solely with respect to Holdings and the Borrower), 4.4, 4.11, 4.14, 4.20 and 4.21.
(b) No Default.  Subject to Section 1.2(j), no Default or Event of Default shall have
occurred and be continuing on such date or after giving effect to the extensions of credit requested to be
made on such date.
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	Each  borrowing  by  and  issuance  of  a  Letter  of  Credit  on  behalf  of  the  Borrower  hereunder  shall
constitute a representation and warranty by the Borrower as of the date of such extension of credit that
the applicable conditions contained in this Section 5.2 have been satisfied.
SECTION 6 AFFIRMATIVE COVENANTS
Holdings and the Borrower hereby agree that, so long as the Commitments remain in effect, any
Letter of Credit remains outstanding (other than those that have been Cash Collateralized or otherwise
subject  to  arrangements  reasonably  satisfactory  to  the  relevant  Issuing  Lender) or  any  Loan  or  other
amount  is  owing  to  any  Lender  or  any  Agent  hereunder  (other  than  in  respect  of  contingent
indemnification  and  expense  reimbursement  claims  not  then  due), each of Holdings and the Borrower
shall, and shall cause each Subsidiary of the Borrower to:
6.1. Financial  Statements.    Furnish  to  the  Lenders  through  the  Administrative  Agent
(including by means of IntraLinks or any similar posting):
(a) as soon as available, but in any event within 90120 days after the end of each
fiscal  year  of  the  Borrower  (provided,  that  extensions  granted  by  the  SEC  for  such  filings  shall
automatically extend the corresponding financial report deadline under this Section 6.1(a)), a copy of the
audited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at the end of such
year and the related audited consolidated statements of income and of cash flows for such year, setting
forth in each case in comparative form the figures for the previous year, reported on without a “going
concern”  or  like  qualification  or  exception,  or  qualification  arising  out  of  the  scope  of  the  audit,  by
KPMG or other independent certified public accountants of nationally recognized standing (other than an
emphasis of matter paragraph) (other than (1) solely with respect to, or expressly resulting solely from,
an  upcoming  maturity  date  under  the  documentation  governing  any  Indebtedness,  (2)  the  activities,
operations, financial results, assets or liabilities of any Non-Recourse Subsidiaries or (3) any actual or
prospective  breach  of  any  financial  covenant  contained  in  any  Indebtedness  (including  under  Section
7.1)); and
(b) as soon as available, but in any event not later than 4560 days after the end of
each of the first three quarterly periods of each fiscal year of the Borrower (provided, that extensions
granted  by  the  SEC  for  such  filings  shall  automatically  extend  the  corresponding  financial  report
deadline under this Section 6.1(b)), the unaudited consolidated balance sheets of the Borrower and its
consolidated Subsidiaries as at the end of such quarter and the related unaudited consolidated statements
of income and of cash flows for such quarter and the portion of the fiscal year through the end of such
quarter, setting forth in each case in comparative form the figures for the previous year, certified by a
Responsible  Officer  as  being  fairly  stated  in  all  material  respects  (subject  to  normal  year-end  audit
adjustments and the absence of footnotes); and
(c) for  any  period  in  which  a  Subsidiary  has  been  designated  as  a  Non-Recourse
Subsidiary, simultaneously with the delivery of the financial statements referred to in clauses (a) and (b)
above for such period, supplemental financial information necessary to eliminate the balance sheet and
financial results of Non-Recourse Subsidiaries from such consolidated financial statements.
All such financial statements shall be complete and correct in all material respects and shall be
prepared in reasonable detail and in accordance with GAAP applied consistently throughout the periods
reflected therein and with prior periods (i) except as approved by such accountants or officer, as the case
may be, and disclosed therein, and (ii) except that the consolidated statements of the Borrower and its
consolidated Subsidiaries described above will not include the balance sheet and financial results of the
Non-Recourse Subsidiaries.
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	Notwithstanding the foregoing, so long as any Person directly or indirectly owns 100more than
50%  of  the outstanding  common Equity Interests of the Borrower, the obligations set forth in Section
6.1(a),  (b)  and  (bc)  may  be  satisfied  with  respect  to  financial  information  of  the  Borrower  and  its
Subsidiaries by furnishing the applicable financial information of such Person; provided that to the extent
financial  information  of  such  Person  is  provided,  such  financial  information  is  accompanied  by
consolidating information that explains in reasonable detail the(x) any summarized financial information
required  by  Regulation  S-X  under  the  Securities  Act  and  (y)  a  brief  explanation  of  the  material
differences between the information relating tofinancial statements of such Person and its Subsidiaries
(other  than  the  Borrower  and  its  Subsidiaries),  on  the  one  hand,  and  the  information  relating  to  the
Borrower and its Subsidiaries on a standalone basis, on the other handthat of the Borrower and (ii) to the
extent financial statements of such Person are provided in lieu of financial statements of the Borrower
under  Section  6.1(a),  such  financial  statements  are  reported  on  without  a  “going  concern”  or  like
qualification  or  exception,  or  qualification  arising  out  of  the  scope  of  the  audit,  by  KPMG  or  other
independent  certified  public  accountants  of  nationally  recognized  standing  (other  than  an emphasis  of
matter paragraph) (other than (1) solely with respect to, or expressly resulting solely from, an upcoming
maturity  date  under  the  documentation  governing  any  Indebtedness,  (2)  the  activities,  operations,
financial results, assets or liabilities of any Non-Recourse Subsidiaries or (3) any actual or prospective
breach of any financial covenant contained in any Indebtedness (including under Section 7.1)).
Documents required  to  be delivered pursuant to Section 6.1(a) or, (b) or (c) may be delivered
electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the
Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at
the  website  address  listed  on  Schedule  10.2;  or  (ii)  on  which  such  documents  are  posted  on  the
Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative
Agent  have  access  (whether  a  commercial,  third-party  website  or  whether  sponsored  by  the
Administrative Agent) or filed with the SEC on Form 10-K or 10-Q, as applicable; provided that: (i) the
Borrower shall deliver paper copies of such documents to the Administrative Agent upon its request to
the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given
by the Administrative Agent and (ii) the Borrower shall notify the Administrative Agent (by telecopier or
electronic  mail)  of  the  posting  of  any  such  documents  and  provide  to  the  Administrative  Agent  by
electronic mail electronic versions (i.e., soft copies) of such documents.  The Administrative Agent shall
have no obligation to request the delivery of or to maintain paper copies of the documents referred to
above.
The  Borrower  hereby  acknowledges  that  (a)  the  Administrative  Agent  and/or  the  Joint  Lead
Arrangers  will  make  available  to  the  Lenders  and  the  Issuing  Lender  materials  and/or  information
provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the
Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of
the  Lenders  (each,  a  “Public  Lender”)  may  have  personnel  who  do  not  wish  to  receive  material
non-public information with respect to the Borrower or its Affiliates, or the respective securities of any
of the foregoing, and who may be engaged in investment and other market-related activities with respect
to such Persons’ securities.  The Borrower hereby agrees that it will use commercially reasonable efforts
to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that
(w)  all  such  Borrower  Materials  shall  be  clearly  and  conspicuously  marked  “PUBLIC”  which,  at  a
minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by
marking  Borrower  Materials  “PUBLIC,”  the  Borrower  shall  be  deemed  to  have  authorized  the
Administrative  Agent  the  other  Agents,  the  Issuing  Lender  and  the  Lenders  to  treat  such  Borrower
Materials  as  not  containing  any  material  non-public  information  (although  it  may  be  sensitive  and
proprietary) with respect to the Borrower or its securities for purposes of United States Federal and state
securities  laws,  provided,  however,  that  to  the  extent  such  Borrower  Materials  constitute  non-public
information,  they  shall  be  treated  as  set  forth  in  Section  10.15);  (y)  all  Borrower  Materials  marked
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	“PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side
Information;”  and  (z)  the  Administrative  Agent  and  the  other  Agents  shall  be  entitled  to  treat  any
Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the
Platform not designated “Public Side Information.”  Notwithstanding the foregoing, the Borrower shall
be under no obligation to mark any Borrower Materials “PUBLIC.”
6.2. Certificates;  Other  Information.    Furnish  to  the  Lenders  through  the  Administrative
Agent (including by means of IntraLinks or any similar posting) (or, in the case of clause (d) below, to
the relevant Lender):
(a) [Reserved];
(b) concurrently  with  the  delivery  of  any  financial  statements  pursuant  to  Section
6.1, (i) a certificate of a Responsible Officer stating that, to the best of each such Responsible Officer’s
knowledge, each Loan Party during such period has observed or performed all of its covenants and other
agreements, and satisfied every condition, contained in this Agreement and the other Loan Documents to
which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has
obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii)
a  Compliance  Certificate  containing  all  information  and  calculations  necessary  for  determining
compliance  by  Holdings,  the  Borrower  and  its  Subsidiaries  with  the  provisions  of  this  Agreement
referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower, as the case may
be;
(c) [Reserved];
(d) promptly,  such  additional  financial  and  other  information  (including  financial
information  with  respect  to  the  Borrower  and  its  Subsidiaries)  as  any  Lender  may  from  time  to  time
reasonably request; and
(e) the Borrower shall, promptly following a request by the Administrative Agent or
any  Lender,  provide  all  documentation  and  other  information  that  the  Administrative  Agent  or  such
Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your
customer”  and  anti-money  laundering  rules  and  regulations,  including  the  Patriot  Act  (as  hereinafter
defined) and the Beneficial Ownership Regulation.
6.3. Payment of ObligationsTaxes.  Pay, discharge or otherwise satisfy at or before maturity
or  before  they  become  delinquent,  as  the  case  may  be,  all  its obligations  of  whatever  naturetaxes,
governmental changes or levies, except where failure to do so could not reasonably be expected to have a
Material Adverse Effect or where the amount or validity thereof is currently being contested in good faith
by  appropriate  proceedings  and  reserves  in  conformity  with  GAAP  with  respect  thereto  have  been
provided on the books of Holdings, the Borrower or its Subsidiaries, as the case may be.
6.4. Maintenance  of  Existence;  Compliance.    (a)    (i)  Other  than  with  respect  to  Shell
Subsidiaries or De Minimis Subsidiaries, preserve, renew and keep in full force and effect its existence
and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable
in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and
except, in the  case  of clauseclauses  (i)  (other  than  with  respect  to  Holdings  or the  Borrower) and (ii)
above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse
Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent
that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material
Adverse Effect.
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	6.5. Maintenance of Property; Insurance.  (a)  Except as in the aggregate could not reasonably
be expected to have a Material Adverse Effect, keep all property useful and necessary in its business in
good working order and condition, ordinary wear and tear excepted, and (b) maintain with financially
sound and reputable insurance companies at the time such insurance is obtained (which may also include
captive insurance companies or other forms of self-insurance), insurance on all its material property in at
least  such  amounts  and  against  at least  such  risks (but including in any event public liability, product
liability and business interruption) as are usually insured or self-insured against by companies engaged in
the same or a similar business (as determined by the Borrower in good faith).
6.6. Inspection  of  Property; Books  and  Records;  Discussions.   (a) Keep  proper  books  of
records  and  account  in  which  full,  true  and  correct  entries  in  all  material respects  in  conformity  with
GAAP and all material Requirements of Law shall be made of all material dealings and transactions in
relation to its business and activities and (b) permit representatives of any Lender, coordinated through
the Administrative Agent, to visit and inspect any of its properties and examine and make abstracts from
any of its books and records at any reasonable time and as often as may reasonably be desired and to
discuss the business, operations, properties and financial and other condition of Holdings, the Borrower
and its Subsidiaries with officers and employees of Holdings, the Borrower and its Subsidiaries and with
its independent certified public accountants.
6.7. Notices.    Promptly  give  notice  to  the  Lenders  through  the  Administrative  Agent
(including by means of IntraLinks or any similar posting) of:
(a) the occurrence of any Default or Event of Default;
(b) any (i) default or event of default under any Contractual Obligation of Holdings,
the Borrower or any of its Subsidiaries or (ii) litigation, investigation or proceeding that may exist at any
time between Holdings, the Borrower or any of its Subsidiaries and any Governmental Authority, that, in
either case, could reasonably be expected to have a Material Adverse Effect;(c) any litigation  or
proceeding commenced against Holdings, the Borrower or any of its Subsidiaries which could reasonably
be expected to have a Material Adverse Effect; and
(d) the  actual  knowledge  of  the  occurrence  of  any  of  the  following  events,  if  a
Material Adverse Effect would result: (i) the occurrence of any Reportable Event with respect to any
Single Employer Plan, a failure by a Loan Party or a Commonly Controlled Entity to make any required
contribution to a Plan, the creation of any Lien on the assets of Loan Party in favor of the PBGC or a
Plan or any withdrawal by a Loan Party or a Commonly Controlled Entity from, or the termination, or
Insolvency  of,  any  Multiemployer  Plan,  (ii)  the  institution  of  proceedings  or  the  taking  of  any  other
action by the PBGC or any Loan Party or any Commonly Controlled Entity or any Multiemployer Plan
with respect to the withdrawal of a Loan Party or Commonly Controlled Entity from, or the termination,
or Insolvency of, any Plan or (iii) within five Business Days after the receipt thereof by any Loan Party
or  any  Commonly  Controlled  Entity,  a  copy  of  any  notice  from  the  PBGC  stating  its  intention  to
terminate a Plan or to have a trustee appointed to administer any Plan;c) any other development or event
that has had or could reasonably be expected to have a Material Adverse Effect.
(e) any determination by the Borrower to treat the Loans and/or Letters of Credit as
being a “reportable transaction” (within the meaning of Treasury Regulation Section 1.6011-4),
and promptly thereafter, the Borrower shall deliver a duly completed copy of IRS Form 8886 or
any successor form to the Administrative Agent; and
(f) any other development or event that has had or could reasonably be expected to
have a Material Adverse Effect.
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	Each notice pursuant to this Section 6.7 shall be accompanied by a statement of a Responsible Officer
setting forth details of the occurrence referred to therein and stating what action Holdings, the Borrower
or the relevant Subsidiary proposes to take with respect thereto.
6.8. Environmental Laws.6.8. [Reserved]
(a) Except as, in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect, comply with, and ensure compliance by all tenants and subtenants, if any, with,
all applicable Environmental Laws, and obtain and comply with and maintain, and ensure that all tenants
and subtenants obtain and comply with and maintain, any and all licenses, approvals, notifications,
registrations or permits required by applicable Environmental Laws.
(b) Except as, in the aggregate, could not reasonably be expected to result in a
Material Adverse Effect, conduct and complete all investigations, studies, sampling and testing, and all
remedial, removal and other actions, required under Environmental Laws and promptly comply with all
lawful orders and directives of all Governmental Authorities regarding Environmental Laws..
6.9. Additional Collateral; Additional Guarantors.  With respect to any new Subsidiary (other
than any Specified Excluded Subsidiary so long as it qualifies or, subject to the proviso of the definition
of  “De  Minimis  Subsidiary”,  at  the  option  of  the  Borrower,  any  De  Minimis  Subsidiary)  created  or
acquired by the Borrower or any of its Subsidiaries (which shall be deemed to have occurred in the event
that any Specified Excluded Subsidiary or De Minimis Subsidiaries ceases to qualify as such, it being
understood that until such time, such Subsidiaries will not be required to become Subsidiary Guarantors
until such time), promptly :
(a) execute  and  deliver  to  the  Administrative  Agent  such  amendments  to  the
Guarantee and Collateral Agreement as the Administrative Agent deems necessary or advisable to grant
to  the  Administrative  Agent,  for  the  benefit  of  the  Lenders,  or  the  Borrower,  as  the  case  may  be,  a
perfected first priority security interest, subject to Liens not prohibited by Section 7.3, in (i) the Equity
Interests  of  such  new  Subsidiary and all other property of the type that would constitute Collateral of
such new Subsidiary (including Intercompany Obligations) that are held by Holdings, the Borrower or
any of its Subsidiaries, (a) limited in the case of the Equity Interests of any Foreign Subsidiary or Foreign
Holding Company, to 66% of the total outstanding Equity Interests of such Foreign Subsidiary or Foreign
Holding Company and (b) excluding any Equity Interests of such Subsidiary in excess of the maximum
amount of such Equity Interests that could be included in the Collateral without creating, in connection
with the pledge thereof under any class of debt securities that is secured on a pari passu basis with the
Obligations, a requirement pursuant to Rule 3-16 of Regulation S-X under the Securities Act for separate
financial statements of such Subsidiary to be included in filings by the Borrower with the SEC, and (ii)
any  Collateral  with  respect  to  such  new  Subsidiary  as  described  in  the  Guarantee  and  Collateral
Agreement,
(b) deliver  to  the  Administrative  Agent  the  certificates,  if  any,  representing  such
Equity  Interests  (constituting  securities  within  the  meaning  of  Section  8-102(a)(15)  of  the  New  York
UCC),  and  any  intercompany  notes  or  other  instruments  evidencing  Intercompany  Obligations and  all
other  rights  and  interests  constituting  Collateral,  together  with,  as  applicable,  undated  powers,
instruments of transfer and endorsements, in blank, executed and delivered by a duly authorized officer
of Holdings, the Borrower or such Subsidiary, as the case may be, and
(c) cause such new Subsidiary (i) to deliver an Assumption Agreement with respect
to the Guarantee and Collateral Agreement and (ii) to take such actions necessary or advisable to grant to
the Administrative Agent for the benefit of the Lenders a perfected first priority security interest, subject
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	to  Liens  not  prohibited  by  Section  7.3,  in  the  Collateral  described  in  the  Guarantee  and  Collateral
Agreement  with  respect  to  such  new  Subsidiary,  including  the  filing  of  Uniform  Commercial  Code
financing statements in such jurisdictions as may be required by the Guarantee and Collateral Agreement
or by law or as may be requested by the Administrative Agent.
6.10. Regulated Subsidiaries6.10. [Reserved]. With respect to each Regulated Subsidiary,
(a) take reasonable steps to obtain the consents required from any Governmental Authority to enable such
Regulated Subsidiary (unless it is a Shell Subsidiary) to become a Loan Party and to enable the Loan
Parties to pledge as Collateral all of the Equity Interests of such Regulated Subsidiary owned by them
and (b) cause such Regulated Subsidiary to comply with the proviso contained in the definition thereof.
6.11. CoBank Equity and Security.
(a) Except  to  the  extent  CoBank  agrees  otherwise  with  the  Borrower,  so  long  as
CoBank  (or  its affiliate)  is  a  Lender  hereunder,  the  Borrower  shall (i)  maintain  its status  as  an  entity
eligible to borrow from CoBank (or its affiliate) and (ii) acquire equity in CoBank in such amounts and at
such times as CoBank may require in accordance with CoBank’s bylaws and capital plan (as each may be
amended  from  time  to  time),  except  that  the  maximum  amount  of  equity  that  the  Borrower  may  be
required to purchase in CoBank in connection with the Loans made by CoBank (or its affiliate) may not
exceed  the  maximum  amount  permitted  by  such  bylaws  and  capital  plan  as  of  the  Amendment  No.  2
Effective Date. The Borrower acknowledges receipt of a copy of (x) CoBank’s most recent annual report,
and if more recent, CoBank’s latest quarterly report, (y) CoBank’s notice to prospective stockholders and
(z)  CoBank’s  bylaws  and  capital  plan,  which  describe  the  nature  of  all  of  the  Borrower’s  CoBank
Equities as well as capitalization requirements, and, except to the extent CoBank agrees otherwise with
the Borrower, the Borrower agrees to be bound by the terms thereof.
(b) Each party hereto acknowledges that CoBank’s bylaws and capital plan (as each
may be amended from time to time) shall govern (i) the rights and obligations of the parties with respect
to the CoBank Equities and any patronage refunds or other distributions made on account thereof or on
account  of  the  Borrower’s  patronage  with  CoBank,  (ii)  the  Borrower’s  eligibility  for  patronage
distributions from CoBank (in the form of CoBank Equities and cash) and (iii) patronage distributions, if
any,  in  the  event  of  a  sale  of  a  participation  interest.  CoBank  reserves  the  right  to  assign  or  sell
participations in all or any part of its (or its affiliate’s) Commitments or outstanding Loans hereunder on
a non-patronage basis.
(c) Notwithstanding  anything  herein  or  in  any  other  Loan  Document,  each  party
hereto acknowledges that: (i) CoBank has a statutory first Lien pursuant to the Farm Credit Act of 1971
(as  amended  from  time  to  time) on all CoBank Equities that the Borrower may now own or hereafter
acquire,  which  statutory  Lien  shall  be  for  CoBank’s  (or  its  affiliate’s)  sole  and  exclusive  benefit;  (ii)
during the existence of any Event of Default, CoBank may at its sole discretion, but shall not be required
to, foreclose on its statutory first Lien on the CoBank Equities and/or set off the value thereof or of any
cash patronage against the Obligations; (iii) during the existence of any Event of Default, CoBank may at
its  sole  discretion,  but  shall  not  be  required  to,  without  notice  except  as  required  by  applicable  Law,
retire and cancel all or part of the CoBank Equities owned by or allocated to the Borrower in accordance
with  the  Farm  Credit  Act  of  1971  (as  amended  from  time  to  time)  and  any  regulations  promulgated
pursuant  thereto  in  total  or  partial  liquidation  of  the  Obligations  for  such  value  as  may  be  required
pursuant applicable Law and CoBank’s bylaws and capital plan (as each may be amended from time to
time); (iv) the CoBank Equities shall not constitute security for the Obligations due to the Administrative
Agent, any other Lender or any other Secured Party; (v) to the extent that any of the Loan Documents
create  a  Lien  on  the  CoBank  Equities,  such  Lien  shall  be  for  CoBank’s  (or  its  affiliate’s)  sole  and
exclusive  benefit  and  shall  not  be  subject  to  pro  rata  sharing  hereunder;  (vi)  any  setoff  effectuated
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	pursuant  to  the  preceding  clauses  (ii)  or  (iii)  may  be  undertaken  whether  or  not  the  Obligations  are
currently due and payable; and (vii) CoBank shall have no obligation to retire the CoBank Equities upon
any Event of Default, Default or any other default by Borrower or any other Loan Party, or at any other
time,  either  for  application  to  the  Obligations  or  otherwise.  The  Borrower  acknowledges  that  any
corresponding tax liability associated with CoBank’s application of the value of the CoBank Equities to
any portion of the Obligations is the sole responsibility of Borrower.
(d) Notwithstanding anything to the contrary set forth in this Agreement, this section
may be amended or otherwise modified solely with the consent of CoBank and the Borrower.
SECTION 7 NEGATIVE COVENANTS
Holdings  and  the  Borrower  agree  that,  soSo  long  as  the  Commitments  remain  in  effect,  any
Letter of Credit remains outstanding (other than those that have been Cash Collateralized or otherwise
subject  to  arrangements  reasonably  satisfactory  to  the  relevant  Issuing  Lender) or  any  Loan  or  other
amount is owing to any Lender or any Agent hereunder, Holdings (solely with respect to Sections 7.2,
7.3, 7.4, 7.12, 7.14 and 7.15) and the (other than in respect of contingent indemnification and expense
reimbursement claims not then due):
7.1. Financial  Condition  Covenants.  The  Borrower  shall  not,  and  shall  not  permit  any
Subsidiary of the Borrower to, directly or indirectly:
7.1. Financial Condition Covenants.
(a) Consolidated  Leverage  Ratio.    Permit  the  Consolidated  Leverage  Ratio
determined as of the last day of any fiscal quarter of the Borrower to exceed 5.0 to 1.0.
(b) Consolidated  First  Lien  Leverage  Ratio.    Permit  the  Consolidated  First  Lien
Leverage Ratio determined as of the last day of any fiscal quarter of the Borrower to exceed 4.0 to 1.0.
7.2. Indebtedness7.2. [Reserved].  Create,  issue,  incur,  assume,  become  liable  in
respect of or suffer to exist any Indebtedness, except:
(a) Indebtedness of any Loan Party pursuant to any Loan Document;
(b) (i) Indebtedness of the Borrower to any Subsidiary and of any Wholly Owned
Subsidiary Guarantor to the Borrower or any other Subsidiary; (ii) Indebtedness of any
Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the
Borrower that is not a Subsidiary Guarantor; and (iii) Indebtedness incurred by any Subsidiary
resulting from Investments made pursuant to Section 7.7(h) in the form of intercompany loans;
(c) (i) Guarantee Obligations incurred in the ordinary course of business by the
Borrower or any of its Subsidiaries of obligations of any Wholly Owned Subsidiary Guarantor
or, if such Subsidiary is a Guarantor, obligations of the Borrower and (ii) Guarantee Obligations
incurred in the ordinary course of business by any Subsidiary of the Borrower that is not a
Subsidiary Guarantor of obligations of any other Subsidiary of the Borrower that is not a
Subsidiary Guarantor;
(d) Indebtedness of the Borrower and its Subsidiaries (including, without limitation,
Finance Lease Obligations) secured by Liens permitted by Section 7.3(f)(i) in an aggregate
principal amount not to exceed the greater of (x) $1,500,000,000 and (y) 5.00% of Consolidated
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	Net Tangible Assets (measured at the time of incurrence of any Indebtedness pursuant to this
clause (d)) at any one time outstanding;
(e) Indebtedness of Holdings, the Borrower and Charter Communications Operating
Capital Corp. (and Guarantee Obligations of any Guarantor in respect thereof) so long as (i) at
the time of the incurrence or issuance of such Indebtedness, no Default or Event of Default shall
have occurred and be continuing or would result therefrom, (ii) such Indebtedness shall have no
scheduled amortization prior to the date that is six months after the Term B-2 Maturity Date, (iii)
the terms of the documentation for such Indebtedness do not require Holdings, the Borrower or
any of its Subsidiaries to repurchase, repay or redeem such debt securities (or make an offer to do
any of the foregoing) upon the happening of any event (other than as a result of an event of
default thereunder or pursuant to customary “change of control” provisions or asset sale offers)
prior to the Term B-2 Maturity Date and (iv) the documentation for such Indebtedness does not
contain financial maintenance covenants (which term shall not include financials-based
incurrence tests) and provides for other covenants, events of default and other terms that the
Borrower determines are not worse than market terms for similar financings at the time such
Indebtedness is incurred;
(f) Indebtedness of any Person that becomes a Subsidiary pursuant to an Investment
permitted by Section 7.7 (and any guarantee by any Loan Party thereof), so long as (i) at the time
of the incurrence or issuance of such Indebtedness, no Default or Event of Default shall have
occurred and be continuing or would result therefrom, (ii) such Indebtedness existed at the time
of such Investment and was not created in anticipation thereof, (iii) a certificate of a Responsible
Officer of the Borrower stating whether or not such Indebtedness subjects such new Subsidiary
to any restriction of the type described in Section 7.13 (disregarding any exceptions contained in
Section 7.13) and setting forth the nature and extent of such restriction shall have been delivered
to the Administrative Agent and (iv) the aggregate outstanding principal amount of Indebtedness
incurred pursuant to this clause (f) that is incurred by any Person that is not a Loan Party or that
is secured by any Liens shall not exceed $2,000,000,000 at any time;
(g) Indebtedness of the Borrower or any of its Subsidiaries arising from the honoring
by a bank or other financial institution of a check, draft or similar instrument drawn by the
Borrower or such Subsidiary in the ordinary course of business against insufficient funds, so long
as such Indebtedness is promptly repaid;
(h) letters of credit for the account of the Borrower or any of its Subsidiaries
obtained other than pursuant to this Agreement, so long as the aggregate undrawn face amount
thereof, together with any unreimbursed reimbursement obligations in respect thereof, does not
exceed $1,000,000,000 at any one time;
(i) unsecured Indebtedness of Holdings;
(j) Indebtedness incurred pursuant to any sale and leaseback transaction permitted
by Section 7.10;
(k) Indebtedness secured by Liens pursuant to Section 7.3(r) in an aggregate
principal amount not to exceed the greater of (x) $1,500,000,000 and (y) 5.00% of Consolidated
Net Tangible Assets (measured at the time of the incurrence of any Indebtedness pursuant to this
clause (k)) at any one time outstanding;
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	(l) additional Indebtedness of the Borrower or any of its Subsidiaries in an
aggregate principal amount (for the Borrower and all Subsidiaries) not to exceed the greater of
(x) $1,500,000,000 and (y) 5.00% of Consolidated Net Tangible Assets (measured at the time of
incurrence of any Indebtedness pursuant to this clause (l)) at any one time outstanding;
(m) Indebtednesss pursuant to a Permitted Securitization Financing; and
(n) Indebtedness in respect of First Lien Notes (and Guarantee Obligations of any
Guarantor in respect thereof) or Pre-Existing Debt that is secured on a pari passu basis with the
Obligations so long as at the time of incurrence (or provision of equal and ratable security) (i) no
Default or Event of Default has occurred and is continuing and (ii) immediately after giving
effect to the issuance or assumption of such First Lien Notes and any substantially concurrent
application of the Net Cash Proceeds therefrom (if any) or incurrence (or provision of equal and
ratable security) in respect of such Pre-Existing Debt, the aggregate principal amount of
outstanding Term Loans, First Lien Notes and equally and ratably secured Pre-Existing Debt
would not exceed the First Lien Term Cap.
7.3. Liens.  CreateThe Borrower shall not, and shall not permit any Subsidiary to, directly or
indirectly create, incur, assume or suffer to exist any Lien upon any of its property to secure Indebtedness
for Borrowed Money, whether now owned or hereafter acquired, except:
(a) Liens for taxes, assessments and other governmental charges not yet due or that
are  being  contested  in  good  faith  by  appropriate  proceedings,  provided  that  adequate  reserves  with
respect thereto are maintained on the books of Holdings, the Borrower or its Subsidiaries, as the case
may be, in conformity with GAAP;
(b) carriers’, warehousemen’s, mechanics’, materialmen’s, repairmen’s or other like
Liens arising in the ordinary course of business that are not overdue for a period of more than 30 days or
that are being contested in good faith by appropriate proceedings;
(c) pledges  or  deposits  in  connection  with  workers’  compensation,  insurance  and
social security legislation;
(d) deposits made to secure the performance of bids, tenders, trade contracts, leases,
statutory or regulatory obligations, surety and appeal bonds, bankers acceptances, government contracts,
performance bonds and other obligations of a like nature incurred in the ordinary course of business, in
each case excluding obligations for borrowed money;
(e) easements,  rights-of-way,  municipal  and  zoning  ordinances,  title  defects,
restrictions  and  other  similar  encumbrances  incurred  in  the  ordinary  course  of  business  that,  in  the
aggregate, are not substantial in amount and that do not in any case materially detract from the value of
the property subject thereto or materially interfere with the ordinary conduct of the business of Holdings,
the Borrower or any of its Subsidiaries;
(f) (i) Liens  securing (i) Indebtedness  of  the  Borrower  or  any  of  its  Subsidiaries
incurred pursuant to Section 7.2(d) to finance the acquisition of, construction of or improvement of fixed
or  capital  assets, provided  that  (A)  such  Liens  shall  be  created  substantially  simultaneously  with  the
acquisition of such fixed or capital assets, (B) such Liens do not at any time encumber any property other
than the property financed by such Indebtedness and (C) the amount of Indebtedness secured thereby is
not increased or (ii) Indebtedness of any Excluded Acquired Subsidiary permitted under Section 7.2(f) so
long  as  such  Liens  do  not  at  any  time  encumber  any  property  other  than  the  property  of  Excluded
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	Acquired  in  a  principal  amount  not  exceeding  110%  of  the  cost  of  such  acquisition,  construction  or
improvement  and  (ii)  Liens  affecting  property  of  a  Person  (other  than  a  Non-Recourse  Subsidiary)
existing at the time it becomes a Subsidiary of the Borrower or at the time it merges into or consolidates
with the Borrower or a Subsidiary of the Borrower or at the time of a sale, lease or other disposition of
all or  substantially  all  of the  properties of  such Person (other than a Non-Recourse Subsidiary) to the
Borrower or any of its Subsidiaries;
(g) [Reserved];Liens existing on the Amendment No. 2 Effective Date;
(h) Liens  created  pursuant  to  the  Guarantee  and  Collateral  Agreement  securing
obligations  of  the  Loan  Parties  under  (i)  the  Loan  Documents,  (ii)  Specified  Hedge  Agreements,  (iii)
Specified Cash Management Agreement and (iv) letters of credit issued pursuant to Section 7.2(h) by any
Lender or any Affiliate of any Lenderany Non-Facility Letter of Credit;
(i) any  landlord’s  Lien  or  other  interest  or  title  of  a  lessor  under  any  lease  or  a
licensor under a license entered into by the Borrower or any of its Subsidiaries in the ordinary course of
its business and covering only the assets so leased or licensed;
(j) Liens  created  under  Pole  Agreements  on  cables  and  other  property  affixed  to
transmission poles or contained in underground conduits;
(k) Liens of or restrictions on the transfer of assets imposed by any Governmental
Authority or other franchising authority, utilities or other regulatory bodies or any federal, state or local
statute, regulation or ordinance, in each case arising in the ordinary course of business in connection with
franchise agreements or Pole Agreements;
(l) Liens  arising  from  judgments  or  decrees  not  constituting  an  Event  of  Default
under Section 8.1(i);
(m) Liens  arising  under  or  in  connection  with  any  sale  and  leaseback  transaction
permitted by Section 7.10;
(n) Liens on cash collateral securing obligations of the Borrower and its Subsidiaries
in respect of Hedge Agreements that are not entered into for speculative purposes and letters of credit
issued pursuant to Section7.2(h);
(o) junior Liens on assets constituting Collateral under the Guarantee and Collateral
Agreement securing Indebtedness of the Borrower or any Guarantor incurred pursuant to Section 7.2(e),
which  Liens  shall  be  subordinated  to  the  Liens  securing  the  Obligations  pursuant  to  a  Junior  Lien
Intercreditor Agreement;
(p) [reserved];Liens  on  assets  constituting  Collateral  under  the  Guarantee  and
Collateral Agreement securing Indebtedness of the Borrower or any Guarantor that rank pari passu to the
Liens securing the Obligations pursuant to a First Lien Intercreditor Agreement so long as, at the time
such  Indebtedness  and  Liens  were  incurred  and  after  giving  effect  to  both  the  incurrence  of  such
Indebtedness and Liens and the use of proceeds thereof, the Consolidated First Lien Leverage Ratio as of
the most recently ended period for which financial statements have been delivered will not exceed 4.0 to
1.0 calculated on a pro forma basis;
(q) Liens on Securitization Assets securing or transferred pursuant to any Permitted
Securitization Financing;
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	(r) Liens not otherwise permitted by this Section (which Liens may, at the option of
the Borrower, rank pari passu to the Liens securing the Obligations pursuant to a First Lien Intercreditor
Agreement)  so  long  as  the  aggregate  outstanding  principal  amount  of  the  obligations  secured  thereby
does not exceed the greater of (x) $1,500,000,0007,000,000,000 and (y) 5.0015.00% of Consolidated Net
Tangible AssetsWorth of the Borrower (measured at the time any such obligations are secured pursuant
to this clause (r)) at any one time outstanding; and
(s) Liens  on  assets  of  Holdings,  the  Borrower  or  any  Guarantor in  each  case
constituting Collateral under the Guarantee and Collateral Agreement that are subject to the terms of a
First Lien Intercreditor Agreement securing Indebtedness permitted by Section 7.2(n).[reserved];
(t) CoBank’s Liens (including the right of setoff) in the CoBank Equities and in any
cash patronage;
(u) Liens  incurred  by  Holdings,  the  Borrower  or  any  Guarantor to  secure
Indebtedness for Borrowed Money of such Loan Party to and/or in favor of Holdings, the Borrower or
any Guarantor or one or more Subsidiaries of such Loan Party;
(v) Liens on Equity Interests, Indebtedness or other securities or assets of a Person
that is not a Subsidiary of the Borrower;
(w) Liens  on  property  or  assets  existing  at  the  time  of  the  acquisition  thereof  or
incurred  to  secure  payment  of  all  or  a  part  of  the  purchase  price  thereof  or  to  secure  indebtedness
incurred  prior  to,  at  the  time  of,  or  within  18  months  after  the  acquisition  thereof  for  the  purpose  of
financing  all  or  part  of  the  purchase  price  thereof,  in  a  principal  amount  not  exceeding  110%  of  the
purchase price;
(x) any  extension,  renewal  or  replacement  (or  successive  extensions,  renewals  or
replacements), as a whole or in part, of any Liens described in this Section 7.3 (it being understood that
any such Liens described in clause (r) extended, renewed or replaced shall still be deemed outstanding
for the purposes of such clause (r) and permitted thereunder), for amounts not exceeding the principal
amount of the Indebtedness secured by the Lien so extended, renewed or replaced (plus an amount equal
to  any  premiums,  accrued  interest,  fees  and  expenses  payable  in  connection  therewith);  provided,
however, that such extension, renewal or replacement Lien is limited to all or a part of the same assets
that were covered by the Lien extended renewed or replaced (plus improvements on such assets and any
Liens on assets that could have secured the Indebtedness pursuant to written agreements and instruments
existing at the time);
(y) Liens resulting from progress payments or partial payments under United States
government contracts or subcontracts;
(z) Liens in connection with grants or subsidies from Governmental Authorities;
provided that the accrual of interest, the accretion of accreted value and the payment of interest in the
form of additional Indebtedness shall not, in each case, be deemed to be an incurrence of Indebtedness
for Borrowed Money for purposes of this Section 7.3.
7.4. Fundamental  Changes.   Enter  into  any  merger,  consolidation  or  amalgamation,  or
liquidate,  wind  up  or  dissolve  itself  (or  suffer  any  liquidation  or  dissolution),  or  Dispose  of  all  or
substantially all of its property or business, except that:The Borrower shall not consolidate with or merge
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	with  or  into,  or  convey,  transfer  or  lease,  in  one  transaction  or  series  of  transactions,  directly  or
indirectly, all or substantially all its assets to any Person (other than a Subsidiary Guarantor), unless:
(a) (i) any Subsidiary of the Borrower may be merged or consolidated with or into
any Wholly Owned Subsidiary Guarantor (provided that the Wholly Owned Subsidiary Guarantor shall
be the continuing or surviving entity) and (ii) any Wholly Owned Subsidiary of the Borrower that is not a
Subsidiary Guarantor may be merged or consolidated with or into any Wholly Owned Subsidiary of the
Borrower;
(b) any Subsidiary of the Borrower with no operations may be merged or
consolidated with or into the Borrower (provided that the Borrower shall be the continuing or
surviving entity);
(c) (i) any Subsidiary of the Borrower may Dispose of any or all of its assets (upon
voluntary liquidation or otherwise) to any Wholly Owned Subsidiary Guarantor and (ii) any
Subsidiary may dispose of any or all of its assets to any other Person to effect a Disposition
permitted by Section 7.5(f) or Section 7.5(l);
(d) any Shell Subsidiary may be liquidated or dissolved or otherwise cease to exist;
and(e) so long as no Default or Event of Default has occurred or is continuing or would result
therefrom, Holdings or the Borrower may merge or consolidate with any other Person; provided
that (i) Holdings or the Borrower, as applicable, shall be the continuing or surviving corporation
or (ii) if the Person formed by or surviving any such merger or consolidation is not Holdings or
the Borrower, as applicable (any such Person, the “Successor Company”), (A) the Successor
Companythe resulting, surviving or transferee Person (the “Successor Company”) shall be an
entitya Person organized orand existing under the Lawslaws of the United States of America, any
state thereof, or the District of Columbia or any territory thereof, (B)and the Successor Company
(if not the Borrower) shall expressly assume all the obligations of Holdings or the Borrower, as
applicable, under this Agreement and the other Loan Documents to which Holdings or the
Borrower, as applicable, is a party, pursuant to a supplement hereto or thereto in form reasonably
satisfactory to the Administrative Agent, (C) each Guarantor, unless it is the other party to such
merger or consolidation, shall have by a supplement to the Guarantee and Collateral Agreement
and other applicable Loan Documents confirmed that its obligations thereunder shall apply to the
Successor Company’s obligations under the Loan Documents, (D) ;
(b) immediately after giving pro forma effect to such transaction, no Default shall
have occurred and be continuing; and
(c) the  Borrower  shall  have  delivered  to  the  Administrative  Agent  an  officer’s
certificate  stating  that  such  merger  or  consolidation  and  such  supplement  to  this  Agreement  or  any
Collateral Documentcollateral document comply with this Agreement and
(Ed)  the  Administrative  Agent  shall  have  received  such  legal  opinions,  certificates
and other documents as it may reasonably request;
provided, further, that :
(1) if  the  foregoing  are  satisfied,  the  Successor  Company  will  succeed  to,
and be substituted for, Holdings or the Borrower, as applicable, under this Agreement.;
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	7.5. Disposition of Property.  Dispose of any of its property, whether now owned or
hereafter acquired, or, in the case of any Subsidiary, issue or sell any Equity Interests to any Person,
except:
(a) the Disposition of obsolete, surplus or worn out property in the ordinary course
of business;
(b) Dispositions of cash and Cash Equivalents, and the sale of inventory in the
ordinary course of business;
(c) Dispositions expressly permitted by Section 7.3, 7.4, 7.6 and 7.7;
(d) (i) the sale or issuance of any Subsidiary’s Equity Interests to the Borrower or
any Wholly Owned Subsidiary Guarantor and (ii) the sale or issuance of the Equity Interests of
any Subsidiary of the Borrower that is not a Subsidiary Guarantor to any other Subsidiary of the
Borrower that is not a Subsidiary Guarantor;
(e) the sale or issuance of any Subsidiary’s Equity Interests to a Designated Holding
Company; provided that (i) such Equity Interests are contributed as a capital contribution to the
direct parent of such Subsidiary on the date of such sale or issuance (and, if such parent is a
Wholly Owned Subsidiary such parent shall remain a Wholly Owned Subsidiary after such
contribution) and (ii) no DHC Default shall have occurred and be continuing or would result
therefrom;
(f) the Disposition (directly or indirectly through the Disposition of 100% of the
Equity Interests of a Subsidiary) of assets by the Borrower or any of its Subsidiaries (it being
understood that all Exchange Excess Amounts shall be deemed to constitute usage of availability
in respect of Dispositions pursuant to this Section 7.5(f)), provided that (i) on the date of such
Disposition (the “Disposition Date”; it being understood that, with respect to a series of related
Dispositions required pursuant to a plan of Dispositions contained in a single agreement, the
Disposition Date shall be the date of the first such Disposition), no Default or Event of Default
shall have occurred and be continuing or would result therefrom; (ii) all such Dispositions
pursuant to this clause (f) shall not exceed an amount equal to 50% of Total Assets as of the last
day of the Test Period then most recently ended; (iii) except in the case of any Exchange, at least
75% of the proceeds of such Disposition shall be in the form of cash (provided, however, that,
for the purposes of this clause (f), any Designated Non-Cash Consideration received by the
Borrower or any of its Subsidiaries in any Disposition pursuant to this clause (f) having an
aggregate fair market value, taken together with all other Designated Non-Cash Consideration
received in connection with any other Disposition pursuant to this clause (f) that is at that time
outstanding, not to exceed the greater of $2,000,000,000 and 3.00% of Total Assets (with the fair
market value of each item of Designated Non-Cash Consideration being measured at the time
received and without giving effect to subsequent changes in value) will be deemed to be cash);
and (iv) the Net Cash Proceeds of such Disposition shall be applied to prepay the Term Loans to
the extent required by Section 2.9(a);
(g) any Exchange by the Borrower and its Subsidiaries; provided that (i) on the
relevant Exchange Date, no Default or Event of Default shall have occurred and be continuing or
would result therefrom; (ii) in the event that the Annualized Asset Cash Flow Amount
attributable to the assets being Exchanged exceeds the annualized asset cash flow amount
(determined in a manner comparable to the manner in which Annualized Asset Cash Flow
Amounts are determined hereunder) of the assets received in connection with such Exchange
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	(such excess amount, an “Exchange Excess Amount”), then, the Disposition of such Exchange
Excess Amount shall be permitted by clauses (ii) and (iii) of Section 7.5(f); and (iii) the Net Cash
Proceeds of such Exchange, if any, shall be applied to prepay the Term Loans to the extent
required by Section 2.9(a);
(h) Dispositions by the Borrower and its Subsidiaries of property acquired after the
Restatement Effective Date (other than property acquired in connection with Exchanges of
property owned on the Restatement Effective Date), so long as (i) no Default or Event of Default
shall have occurred and be continuing or would result therefrom, (ii) a definitive agreement to
consummate such Disposition is executed no later than twelve months after the date on which
relevant property is acquired and (iii) such Disposition is consummated within eighteen months
after the date on which the relevant property is acquired;
(i) [reserved];
(j) the Disposition by the Borrower and its Subsidiaries of other property having a
fair market value not to exceed $100,000,000 in the aggregate for any fiscal year of the
Borrower;
(k) Dispositions of Investments permitted by Section 7.7(h); provided that (i) no
Default or Event of Default shall have occurred and be continuing or would result therefrom and
(ii) such Disposition is made for fair market value; and
(l) Dispositions of Securitization Assets pursuant to a Permitted Securitization
Financing.
It is understood that this Section 7.5 does not apply to the sale or issuance of the Equity Interests of the
Borrower.
7.6. Restricted Payments.  Declare or pay any dividend (other than dividends payable
solely in common stock of the Person making such dividend) on, or make any payment on account of, or
set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance,
retirement or other acquisition of, any Equity Interests of Holdings, the Borrower or any Subsidiary,
whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or
indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any Subsidiary
(collectively, “Restricted Payments”), except that:
(a) (i) any Subsidiary may make Restricted Payments to the Borrower or any Wholly
Owned Subsidiary Guarantor, (ii) any Subsidiary of the Borrower that is not a Subsidiary
Guarantor may make Restricted Payments to any other Subsidiary of the Borrower and (iii) if
such Subsidiary is not a Wholly Owned Subsidiary, any Subsidiary may make Restricted
Payments to each holder of its Equity Interests other than the Borrower or any of its Subsidiaries
so long as such Restricted Payment is made on a pro rata basis to the holders of the applicable
class of Equity Interests;
(b) the Borrower may make distributions (directly or indirectly) to any Qualified
Parent Company or any Affiliate of the Borrower for the purpose of enabling such Person to
make interest payments or dividend payments in respect of its Qualified Indebtedness (other than
interest or dividends that become due as a result of the acceleration of the maturity of such
Indebtedness after an event of default or similar event), provided that (i) no Default or Event of
Default shall have occurred and be continuing or would result therefrom, (ii) no DHC Default
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	shall have occurred and be continuing or would result therefrom (unless the use of proceeds of
such distribution cures all such DHC Defaults) and (iii) each such distribution shall be made no
earlier than 30 days prior to the date the relevant interest payment or dividend payment is due;
(c) the Borrower may make distributions to any Qualified Parent Company to be
used to repay, repurchase, redeem, cancel or otherwise acquire or retire (collectively, “Debt
Repayment”) any such Person’s Indebtedness; provided that (i) no Default or Event of Default
shall have occurred and be continuing or would result therefrom, (ii) no DHC Default shall have
occurred and be continuing or would result therefrom (unless the use of proceeds of such
distribution cures all such DHC Defaults) and (iii) such distribution shall be made no earlier than
60 days prior to the date the relevant Debt Repayment is made;
(d) (i) in respect of any calendar year or portion thereof during which the Borrower
is a Flow-Through Entity (a “Flow-Through Tax Period”), so long as no Default or Event of
Default has occurred and is continuing or would result therefrom, and without duplication of
Section 7.7(k), the Borrower may make distributions (directly or indirectly) to the direct or
indirect holders of the Equity Interests of the Borrower, in an amount sufficient to permit each
such holder to make Permitted Tax Payments; provided that,
(2) for purposes of this Section 7.4, the sale, lease, conveyance, assignment,
transfer or other disposition of all or substantially all of the properties and assets of one or more
Subsidiaries  of  the  Borrower,  which  properties  and  assets,  if  held  by  the  Borrower  instead  of
such  Subsidiaries,  would  constitute  all  or  substantially  all  of  the  properties  and  assets  of  the
Borrower on a consolidated basis, shall be deemed to be the transfer of all or substantially all of
the properties and assets of the Borrower;
(3) the Successor Company will be the successor to the Borrower and shall
succeed  to,  and  be  substituted  for,  and  may  exercise  every  right  and  power  of,  the  Borrower
under  this  Agreement,  and  the  predecessor  company,  except  in  the  case  of  a  lease,  shall  be
released from its obligations under this Agreement, any other Loan Document and the First Lien
Intercreditor Agreement; and
(4) for  the  avoidance  of  doubt, the  Borrower  may  make  distributions
pursuant to this clause (i) during periods that are not Flow-Through Tax Periods to the extent
Permitted  Tax  Payments  relating  to  any  Flow-Through  Tax  Period  subsequently  arise  as  the
result  of  an  audit,  proceeding  or  other  adjustment;  and  (ii)  in  respect  of  any  calendar  year  or
portion thereof where subclause (i) does not apply but during which the Borrower or any of its
Subsidiaries  is  a member  of  a consolidated, unitary,  combined  or similar income tax group of
which CCI (or any direct or indirect Subsidiary of CCI that is a parent company of the Borrower)
is  the  common  parent,  without  duplication  of  Section  7.7(k),  the  Borrower  may  make
distributions (directly or indirectly) to the common parent, the proceeds of which will be used to
make Permitted Tax Payments attributable to the relevant attributes of the Borrower and/or its
Subsidiaries (as applicable) in an amount not to exceed the Permitted Tax Payments that would
have been payable by the Borrower and/or its Subsidiaries (as applicable) on a stand-alone basis,
reduced  by  any  such  Permitted  Tax  Payments  made  directly  by  the  Borrower  and/or  its
Subsidiaries;
(e) so long as no Default or Event of Default has occurred and is continuing or
would result therefrom, the Borrower may make distributions to any of its Affiliates; provided
that the aggregate of all distributions made under this Section 7.6(e) shall not exceed the greater
of $1,000,000,000 and 1.00% of Total Assets during the term of this Agreement;
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	(f) so long as no Default or Event of Default has occurred and is continuing or
would result therefrom, the Borrower may make distributions to any Qualified Parent Company
or direct payments to be used to repurchase, redeem or otherwise acquire or retire for value any
Equity Interests of any Qualified Parent Company held by any member of management of
Holdings or any other Qualified Parent Company, the Borrower or any of its Subsidiaries
pursuant to any management equity subscription agreement, stock option agreement or similar
agreement or arrangement, provided that the aggregate amount of such distributions shall not
exceed $150,000,000 in any fiscal year of the Borrower;
(g) the Borrower may make distributions to any Qualified Parent Company to permit
such Qualified Parent Company to pay (i) attorneys’ fees, investment banking fees, accountants’
fees, underwriting discounts and commissions and other customary fees and expenses (including
any commitment and other fees payable in connection with credit facilities) actually incurred in
connection with any issuance, sale or incurrence by such Qualified Parent Company of Equity
Interests or Indebtedness, any exchange of securities or a tender for outstanding debt securities or
any actual or proposed Investment, (ii) the costs and expenses of any offer to exchange privately
placed securities in respect of the foregoing for publicly registered securities or any similar
concept having a comparable purpose, (iii) other administrative expenses (including legal,
accounting, other professional fees and costs, printing and other such fees and expenses) incurred
in the ordinary course of business, in an aggregate amount in the case of this clause (iii) not to
exceed $5,000,000 in any fiscal year or (iv) all or a portion of the consideration payable for any
Investment that would have been permitted to be made by the Borrower pursuant to Section 7.7,
including, without limitation, (A) all payments required to be made with respect to the Bright
House Acquisition Transactions pursuant to the Bright House Transaction Agreements
(including, without limitation, all post-acquisition payments pursuant to the Bright House
Transaction Agreements) and (B) all payments pursuant to agreements entered into in connection
with any such Investment (including, without limitation, post-acquisition payments required to be
made in connection with purchase price adjustments or the utilization of tax assets); provided
that (a) the assets or Equity Interests acquired in such Investment (to the extent of amounts
distributed by the Borrower to enable such Qualified Parent Company to make such Investment)
are promptly contributed to the capital of (or otherwise transferred to) the Borrower or a
Subsidiary and (b) such Investment shall be deemed for purposes of Section 7.7 to be an
Investment by the Borrower;
(h) so long as no Default or Event of Default has occurred and is continuing or
would result therefrom, the Borrower may make Restricted Payments in the amount of any
payment or amount received, directly or indirectly, by it from any Non-Recourse Subsidiary
(other than an Escrow Borrower) concurrently with the receipt of such payment or amount;
(i) the Borrower and its Subsidiaries may make Restricted Payments; provided that
(i) no Default or Event of Default has occurred and is continuing or would result therefrom and
(ii) the Consolidated Leverage Ratio determined as of the last day of the most recently ended
Test Period for which financial statements were required to have been delivered pursuant to
Section 6.1(a) or (b), as applicable, after giving pro forma effect to such Restricted Payment, is
less than or equal to 3.50:1.00;
(j) the Borrower and its Subsidiaries may make Restricted Payments for purposes of
making interest payments or paying any premium in connection with any Indebtedness of any
Affiliate of the Borrower that is incurred by any Escrow Borrower or any other special purpose
entity formed for purposes of being the issuer of such Indebtedness during any period where the
proceeds of such Indebtedness are held in escrow pursuant to escrow arrangements, and, in the
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	case of Incremental Term Loans, if an Escrow Borrower has assumed the obligations of the
Borrower with respect to any Incremental Term Loans originally funded to the Borrower
resulting in such Incremental Term Loans becoming Escrow Term Loans, additional Restricted
Payments in an amount not to exceed the principal amount of such Escrow Term Loans;
(k) the Borrower and its Subsidiaries may make any Restricted Payment in an
amount not to exceed the Available Amount at the time such Restricted Payment is made so long
as no Default or Event of Default has occurred and is continuing or would result therefrom; and
(l) the Borrower and its Subsidiaries may make any Restricted Payment as part of a
Permitted Securitization Financing.
7.7. Investments.  Make any advance, loan, extension of credit (by way of guaranty
or otherwise) or capital contribution to, or purchase any Equity Interests, bonds, notes, debentures or
other debt securities of, or any assets constituting a significant part of a business unit of, or make any
other investment in, any Person (all of the foregoing, “Investments”), except:
(a) extensions of trade credit in the ordinary course of business;
(b) investments in Cash Equivalents;
(c) Guarantee Obligations permitted by Section 7.2;
(d) loans and advances to employees of the Borrower or any of its Subsidiaries in
the ordinary course of business (including for travel, entertainment and relocation expenses) in
an aggregate amount not to exceed $25,000,000 at any one time outstanding;
(e) Investments (including capital expenditures) (i) by the Borrower or any of its
Subsidiaries in (x) the Borrower or any Subsidiary that, prior to such Investment, is a Wholly
Owned Subsidiary Guarantor, or (y) any then existing Subsidiary that is not a Subsidiary
Guarantor if such Subsidiary becomes a Wholly Owned Subsidiary Guarantor concurrently with
the making of such Investment and (ii) by any Subsidiary of the Borrower that is not a Subsidiary
Guarantor in any other Subsidiary of the Borrower that is not a Subsidiary Guarantor;
(f) acquisitions by the Borrower or any Wholly Owned Subsidiary Guarantor of
operating assets (substantially all of which pertain to a Permitted Line of Business), directly
through an asset acquisition or indirectly through the acquisition of the Equity Interests of a
Person substantially engaged in a Permitted Line of Business (when after giving effect to the
acquisition of such Equity Interests, the Borrower and its Wholly Owned Subsidiary Guarantors
will own 100% of the Equity Interests of such Person) , provided, that (i) no Default or Event of
Default shall have occurred and be continuing or would result therefrom and (ii) at no time shall
the aggregate Consideration paid during the period from the date of consummation of the
Acquisition Transactions through such time in connection with any such acquisitions of Equity
Interests of Persons who, together with their Subsidiaries, are not Wholly Owned Subsidiary
Guarantors at such time, exceed the greater of $3,000,000,000 and 2.00% of Total Assets;
(g) the Borrower or any of its Subsidiaries may (x) contribute operating assets to any
Non-Recourse Subsidiary (other than an Escrow Borrower) so long as (i) such Disposition is
permitted pursuant to Section 7.5(f), (ii) no Default or Event of Default shall have occurred and
be continuing or would result therefrom, (iii) after giving effect thereto, the Consolidated
Leverage Ratio shall be equal to or lower than the Consolidated Leverage Ratio in effect
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	immediately prior thereto and (iv) the Equity Interests received by the Borrower or any of its
Subsidiaries in connection therewith shall be pledged as Collateral (either directly or through a
holding company parent of such Non-Recourse Subsidiary so long as such parent is a Wholly
Owned Subsidiary Guarantor) and (y) make investments to consummate or otherwise pursuant to
any Permitted Securitization Financing;
(h) in addition to Investments otherwise expressly permitted by this Section,
Investments by the Borrower or any of its Subsidiaries in an aggregate amount outstanding at any
time (initially valued at cost and giving effect to all payments received in respect thereof whether
constituting dividends, prepayment, interest, return on capital or principal or otherwise unless
such payments are from a Non-Recourse Subsidiary (other than an Escrow Borrower) and
applied to make a Restricted Payment under Section 7.6(h) or an Investment under Section 7.7 (l)
or 7.7(m)), not to exceed the sum of the greater of (x) $300,000,000 and (y) 1.00% of
Consolidated Net Tangible Assets (measured at the time of any Investment pursuant to this
clause (h)) plus the aggregate amount of cash and assets (valued at fair market value) contributed
by any Designated Holding Company to the Borrower after April 27, 2004 in the form of
common equity; provided, that (i) no such Investment may be made at any time when a Default
or Event of Default has occurred and is continuing or would result therefrom and (ii) none of the
proceeds of such Investment may be used directly or indirectly to repay, repurchase, redeem or
otherwise acquire or retire for value Indebtedness of any Qualified Parent Company or otherwise
in a manner that would be prohibited by Section 7.6 if the Borrower or any Subsidiary (directly
or indirectly) used such proceeds in such manner;
(i) any Excluded Acquired Subsidiary may make investments in any other Excluded
Acquired Subsidiary;
(j) the Borrower may purchase or otherwise acquire Indebtedness of a Qualified
Parent Company in connection with any Debt Repayment so long as (i) such Debt Repayment is
consummated within 60 days after such purchase, (ii) the amount expended to effectuate such
purchase (or, in the case of a debt-for-debt exchange, the principal amount of the Indebtedness
issued in exchange for such Qualified Parent Company Indebtedness) could, on the date such
purchase is made (the “Test Date”), have been distributed to a Qualified Parent Company to
effectuate a Debt Repayment pursuant to Section 7.6(c), and (iii) on the date such Debt
Repayment is consummated, no Default or Event of Default shall have occurred and be
continuing;
(k) loans or advances to any direct or indirect parent company of the Borrower in
lieu of Restricted Payments permitted by Section 7.6(d);
(l) so long as no Default or Event of Default has occurred and is continuing or
would result therefrom, the Borrower and its Subsidiaries may make Investments in any
Non-Recourse Subsidiary with the proceeds of distributions from any Non-Recourse Subsidiary
(other than an Escrow Borrower) concurrently with the receipt of such proceeds;
(m) the Borrower and its Subsidiaries may contribute operating assets to a Wholly
Owned Subsidiary, provided that (i) no Default or Event of Default has occurred and is
continuing or would result therefrom, (ii) a binding Contractual Obligation with a counterparty
other than a member of the Charter Group to Dispose of such assets or Wholly Owned
Subsidiary is in effect at the time of such contribution, (iii) such Disposition is consummated in
accordance with Section 7.5(f) within five Business Days of such contribution or, if such
Disposition is not so consummated, then within eight Business Days of such contribution such
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	contribution is reversed or such Wholly Owned Subsidiary complies with Section 6.9 and (iv)
such Wholly Owned Subsidiary shall not make any Investments with such assets or the proceeds
thereof, including pursuant to Section 7.7(e)(ii) or (iv);
(n) Investments by the Borrower and its Subsidiaries in any Escrow Borrower or
other Non-Recourse Subsidiary for purposes of funding original issue discount, upfront fees,
redemption or repayment premium and interest with respect to any Escrow Incremental Term
Loans or debt securities issued pursuant to escrow arrangements, in each case, to the extent such
Escrow Incremental Term Loans and debt securities are intended to provide a portion of the
funds to finance the Acquisition Transactions or any other Investment so long as the assets or
Equity Interests to be acquired with the proceeds of such Escrow Incremental Term Loans or
debt securities issued pursuant to escrow arrangements are promptly contributed or otherwise
transferred to the Borrower or a Subsidiary promptly upon the use of such proceeds, and, in the
case of Incremental Term Loans, if such Escrow Borrower has assumed the obligations of the
Borrower with respect to any Incremental Term Loans originally funded to the Borrower
resulting in such Incremental Term Loans becoming Escrow Term Loans, additional Investments
in an amount not to exceed the principal amount of such Escrow Term Loans;
(o) the Borrower and its Subsidiaries may make any Investment in an amount not to
exceed the Available Amount at the time such Investment is made so long as no Default or Event
of Default has occurred and is continuing or would result therefrom.
7.8. Certain Payments and Modifications Relating to Indebtedness and Management
Fees.
(a) Make or offer to make any payment, prepayment, repurchase, purchase or
redemption in respect of, or otherwise optionally or voluntarily defease or segregate funds with respect to
(collectively, “prepayment”), any Specified Long-Term Indebtedness prior to the scheduled final
maturity thereof, other than (i) the payment of scheduled interest and principal payments required to be
made in cash, (ii) the prepayment of Specified Subordinated Debt with the proceeds of other Specified
Long-Term Indebtedness or of Loans or with cash on hand, (iii) the prepayment of any Specified
Long-Term Indebtedness with the proceeds of other Specified Long-Term Indebtedness, so long as such
new Indebtedness has covenants and event of default provisions no more restrictive in any material
respect than those applicable to the Indebtedness being refinanced, (iv) the prepayment of any Specified
Long-Term Indebtedness with the proceeds of substantially concurrent capital contributions made to
Holdings, and then contributed to the Borrower, in each case in the form of common equity, (v) the
prepayment of any Specified Long-Term Indebtedness effected solely by exchanging such debt for
Indebtedness of a Qualified Parent Company, (vi) the prepayment of Specified Long-Term Indebtedness
so long as no Default or Event of Default has occurred and is continuing or would result therefrom and
(vii) additional prepayments of Specified Long-Term Indebtedness in an amount not to exceed the
Available Amount at the time such prepayment is made so long as no Default of Event of Default has
occurred and is continuing or result therefrom.
(b) Amend, modify, waive or otherwise change, or consent or agree to any
amendment, modification, waiver or other change to any of the terms of any Specified Long-Term
Indebtedness in a manner, taken as a whole, that would be materially adverse to the Lenders; provided
that no such amendment, modification, waiver or other change will be materially adverse to the Lenders
if, after giving effect to such amendment, modification, waiver or other change, such Specified
Long-Term Indebtedness would have been permitted to be incurred hereunder on the effective date of
such amendment, modification, waiver or other change.
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	(c) Make or agree to make any payment in respect of management fees to any
Person, directly or indirectly, other than (i) to the Borrower or a Wholly Owned Subsidiary Guarantor,
(ii) any amounts required to be paid or reimbursed to the manager under the Management Fee Agreement
with respect to actual costs, fees, expenses, and other similar amounts thereunder, without any mark-up
or premium and (iii) pursuant to a Permitted Securitization Financing.
(d) Amend, modify, waive or otherwise change, or consent or agree to any
amendment, modification, waiver or other change to, any of the terms of the Management Fee
Agreement, other than any such amendment, modification, waiver or other change that (i) (x) would
extend the due date or reduce (or increase to the amount permitted by Section 7.8(c)) the amount of any
payment thereunder or (y) does not adversely affect the interests of the Lenders (it being understood that
a change in the manager thereunder to another member of the Charter Group or a renewal of such
agreement does not adversely affect the interests of the Lenders) and (ii) does not involve the payment of
a consent fee.
7.9. Transactions with Affiliates.  Enter into any transaction, including any purchase,
sale, lease or exchange of property, the rendering of any service or the payment of any management,
advisory or similar fees, with any Affiliate (other than transactions between or among Holdings, the
Borrower or any Subsidiary) unless such transaction is (a) not prohibited under this Agreement and (b)
upon fair and reasonable terms no less favorable to the Borrower or such Subsidiary, as the case may be,
in any material respect than it would obtain in a comparable arm’s length transaction with a Person that is
not an Affiliate.  The foregoing restrictions shall not apply to (i) transactions expressly permitted by
Section 7.6, Section 7.7(g)(y), Section 7.7(h) or Section 7.8(c), (ii) amounts paid under the Management
Fee Agreement, (iii) the entry into or performance of obligations under any customary tax sharing
agreement, (iv) transactions with a Person that is an Affiliate solely as a result of the Borrower’s or any
Subsidiary’s ownership of Equity Interests of, or other Investments in, such Person, (v) employment
agreements entered into by the Borrower and its Subsidiaries in the ordinary course of business, (vi)
payment of reasonable directors fees and customary indemnification and insurance arrangements in favor
of directors and officers, (vii) transactions with an Escrow Borrower, including any Escrow Funding
Assignment, any Escrow Assumption and the entrance into any agreements related thereto so long as the
proceeds of any related Indebtedness of the assets or Equity Interest acquired therewith are promptly
contributed or otherwise transferred to the Borrower or a Subsidiary promptly upon the use of such
proceeds and (viii) transactions with any captive insurance company.
7.10. Sales and Leasebacks.  Enter into any arrangement  with any Person (other than
Subsidiaries of the Borrower) providing for the leasing by the Borrower or any Subsidiary of real or
personal property that has been or is to be sold or transferred by the Borrower or such Subsidiary to such
Person or to any other Person to whom funds have been or are to be advanced by such Person on the
security of such property or rental obligations of the Borrower or such Subsidiary unless, after giving
effect thereto, the aggregate outstanding amount of Attributable Debt does not exceed the greater of
$1,000,000,000 and 1% of Total Assets.
7.11. [Reserved].
7.12. Negative Pledge Clauses.  Enter into or suffer to exist or become effective any
agreement that prohibits or limits the ability of Holdings, the Borrower or any of its Subsidiaries to
create, incur, assume or suffer to exist any Lien upon any of its property or revenues, whether now
owned or hereafter acquired, to secure obligations under this Agreement or the other Loan Documents (to
the extent that such limitation would have the effect of prohibiting Holdings, the Borrower or any of its
Subsidiaries from granting a Lien on any of its assets to secure all obligations under this Agreement and
the other Loan Documents  in respect of a principal amount of Indebtedness that is not greater than the
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	excess of (i) (x) the First Lien Term Cap on the Restatement Effective Date plus (y) the Revolving
Commitment Cap minus (ii) the principal amount of First Lien Notes at any time and the principal
amount of Indebtedness repaid under this Agreement from the proceeds of asset sales and casualty
events) other than (a) this Agreement and the other Loan Documents, (b) any agreements governing any
purchase money Liens or Finance Lease Obligations otherwise permitted hereby (in which case, any
prohibition or limitation shall only be effective against the assets financed thereby), (c) pursuant to
Contractual Obligations assumed in connection with Investments (but not created in contemplation
thereof) so long as the maximum aggregate liabilities of Holdings, the Borrower and its Subsidiaries
pursuant thereto do not exceed $10,000,000 at any time, (d) [reserved], (e) pursuant to agreements
governing Indebtedness assumed in connection with the acquisition of any Person that becomes a
Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is permitted under Section
7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation of such acquisition and
such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (f) as contained in any other
agreement governing Indebtedness secured by Liens described in Section 7.3(o) so long as such
restrictions are no more onerous in any material respect than those contained in the Loan Documents, (g)
as contained in any QPC Indenture as in effect on the Restatement Effective Date or in any other
agreement governing Indebtedness of Holdings described in Section 7.3(e), (i) or (m) or Indebtedness of
any Qualified Parent Company, in each case, so long as such restrictions are no more onerous in any
material respect than those contained in any QPC Indenture as in effect on the Restatement Effective
Date, (h) customary provisions in leases and licenses entered into in the ordinary course of business or as
required in any franchise permit, (i) customary restrictions in an agreement to Dispose of assets in a
transaction permitted under Section 7.5 solely to the extent that such restriction applies solely to the
assets to be so Disposed and (j) restrictions imposed with a Permitted Securitization Financing.
7.13. Clauses Restricting Subsidiary Distributions.  Enter into or suffer to exist or
become effective any consensual encumbrance or restriction on the ability of any Subsidiary of the
Borrower to (a) make Restricted Payments in respect of any Equity Interests of such Subsidiary held by,
or pay any Indebtedness owed to, the Borrower or any other Subsidiary of the Borrower, (b) make loans
or advances to, or other Investments in, the Borrower or any other Subsidiary of the Borrower or (c)
transfer any of its assets to the Borrower or any other Subsidiary of the Borrower, except for such
encumbrances or restrictions existing under or by reason of (i) any restrictions existing under the Loan
Documents, (ii) any restrictions with respect to a Subsidiary imposed pursuant to an agreement that has
been entered into in connection with the Disposition of all or substantially all of the Equity Interests or
assets of such Subsidiary in a transaction otherwise permitted by this Agreement, (iii) any restriction
pursuant to a Permitted Securitization Financing, (iv) any restrictions contained in documents governing
Indebtedness permitted under Section 7.2(e), (i), (l) or (n) or any other agreement governing Indebtedness
(including Indebtedness of a Qualified Parent Company or Indebtedness secured by Liens described in
Section 7.3(q)) so long as either (x) such restrictions are no more onerous in any material respect than
those contained in the Loan Documents or any QPC Indenture as in effect on the Restatement Effective
Date, or (y) the Borrower determines in good faith at the time such documents are entered into that such
restrictions are not likely to result in a material impairment of the ability of the Loan Parties to perform
their payment obligations under this Agreement or materially restrict the ability of Subsidiaries that are
not Loan Parties to make distributions and transfers of property to the Loan Parties, (v) any restrictions
contained in agreements governing Indebtedness assumed in connection with the acquisition of any
Person that becomes a Subsidiary pursuant to Section 7.7(f) or (h) so long as such Indebtedness is
permitted under Section 7.2(f) or (l) and such Indebtedness was not created or incurred in contemplation
of such acquisition and such restrictions apply only to such acquired Subsidiary and its Subsidiaries, (vi)
restrictions contained in any agreement governing Indebtedness secured by Liens described in Section
7.3(o) so long as such restrictions are no more onerous in any material respect than those contained in the
Loan Documents, (vii) restrictions contained in any QPC Indenture as in effect on the Restatement
Effective Date, (viii) [reserved], (ix) customary restrictions in an agreement to Dispose of assets in a
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	transaction permitted under Section 7.5 to the extent that such restriction applies solely to such assets, (x)
customary anti-assignment provisions in leases and licenses entered into in the ordinary course of
business or as required in any franchise permit, and (xi) restrictions governing Indebtedness permitted
under Section 7.2(d) to the extent prohibiting transfers of the assets financed with such Indebtedness.
7.14. Lines of Business.
(a) Enter into any business, either directly or through any Subsidiary, except for (i)
those businesses in which the Borrower and its Subsidiaries are engaged on the Restatement Effective
Date and (ii) businesses which are reasonably similar, incidental, complementary, synergistic, ancillary
or otherwise related thereto or reasonable extensions thereof (including any geographic expansion of the
businesses) (collectively, “Permitted Lines of Business”).
(b) [Reserved.]
(c) In the case of Holdings, (i) conduct, transact or otherwise engage in, commit to
conduct, transact or otherwise engage in any business or operations other than a Permitted Line of
Business, (ii) incur any obligations or liabilities other than obligations under the Loan Documents,
Indebtedness permitted to be incurred by it under Section 7.2 and other customary obligations incidental
to its existence and ownership and liabilities and obligations related to the purchase or ownership of
Indebtedness that it is not prohibited from purchasing or owning pursuant to any Loan Document or (iii)
use any proceeds or amounts received from the Borrower or any of its Subsidiaries for purposes of
enabling it to effect any transaction prohibited under Section 7.7(h)(ii).
(d) In the case of Charter Communications Operating Capital Corp., (i) conduct,
transact or otherwise engage in, commit to conduct, transact or otherwise engage in any business or
operations, (ii) own, lease, manage or otherwise operate any properties or assets or (iii) incur any
obligations or liabilities other than obligations under the Loan Documents, Indebtedness under Section
7.2(e) or (k) and other customary obligations incidental to its existence.
7.15. Investments in the Borrower.  In the case of Holdings, make any Investment in
the Borrower other than in the form of a capital contribution or a loan or a Guarantee Obligation in
respect of any obligation of the Borrower.this Section 7.4 shall not apply to transactions by and among
the Borrower and its Subsidiaries.
SECTION 8 EVENTS OF DEFAULT
8.1. Events of Default.  If any of the following events shall occur and be continuing:
(a) the Borrower shall fail to pay (i) any principal of any Loan or Reimbursement
Obligation  when  due  in  accordance  with  the  terms  hereof;  or the  Borrower  shall  fail  to  pay(ii)  any
interest on any Loan or Reimbursement Obligation, or any other amount payable hereunder or under any
other Loan Document, within five days(in the case of this clause (ii)) five (5) Business Days after any
such interest or other amount becomes due in accordance with the terms hereof; or
(b) any representation or warranty made or deemed made by any Loan Party herein
or  in  any  other  Loan  Document  or that  is contained  in  any certificate, document  or  financial or other
statement furnished by it at any time under or in connection with this Agreement or any such other Loan
Document  shall  prove  to  have  been  inaccurate  in  any  material  respect  on  or  as  of  the  date  made  or
deemed  made  and,  solely  to  the  extent  such  incorrect  representation  or  warranty  is  capable  of  being
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	cured,  such  incorrect  representation  or  warranty  remains  incorrect  in  such  respect  for  30  days  after
written notice to the Borrower from the Administrative Agent or the Required Lenders; or
(c) any Loan Party shall default in the observance or performance of any agreement
contained in clause (i) or (ii) of Section 6.4(a) (with respect to Holdings and the Borrower only), Section
6.7(a),  Section  7.1  or  Section 7  of  this  Agreement  or  Sections  6.4  and  6.5(b)  of  the  Guarantee  and
Collateral  Agreement7.4  of  this  Agreement;  provided  that  (x)  any  Event  of  Default  resulting  under
Section 6.7(a) from the failure to provide such notice shall be cured upon curing the underlying Default
or  Event  of  Default  and  (y)  subsequent  delivery  of  such  notice  shall  cure  such  Event  of  Default  for
failure  to  provide  notice  (but  not  the  underlying  Default  or  Event  of  Default),  in  each  case,  unless  a
Financial Officer or the general counsel or chief legal officer of the Borrower had actual knowledge that
such Default or Event of Default had occurred and was continuing and intentionally failed to give notice
notwithstanding knowledge thereof; or
(d) any  Loan  Party  shall  default  in  the  observance  or  performance  of  any  other
agreement  contained  in  this  Agreement  or  any  other  Loan  Document  (other  than  as  provided  in
paragraphs (a) through (c) of this Section), and such default shall continue unremedied for a period of 30
days after written notice to the Borrower from the Administrative Agent or the Required Lenders; or
(e) Holdings, the Borrower or any of its SubsidiariesSignificant Subsidiary shall (i)
default  in  making  any  payment  of  any  principal  or  interest  of  any  Indebtedness  (including,  without
duplication,  any  Guarantee  Obligation  in  respect  of  Indebtedness,  but  excluding  the  Loans)  on  the
scheduled or original due date with respect thereto or (ii) default in making any payment of any interest
on  any  such  Indebtedness  beyond  the  later  of  five  (5)  Business  Days  and  the  period  of grace, if  any,
provided in the instrument or agreement under which such Indebtedness was created; or (iiiii) default in
the observance or performance of any other agreement or condition relating to any such Indebtedness or
contained  in  any  instrument  or  agreement  evidencing,  securing  or  relating  thereto,  or  any  other  event
shall occur or condition exist, the effect of which default or other event or condition is to cause, or to
permit the holder or beneficiary of such Indebtedness (or a trustee or agent on behalf of such holder or
beneficiary) to cause, withcauses, following the giving of notice if required, such Indebtedness to become
due  prior  to  its  stated  maturity  or  (in  the  case  of  any  such  Indebtedness  constituting  a  Guarantee
Obligation) to become payable; provided, that, (x) a default, event or condition described in clause (i), or
(ii) or (iii) of this paragraph (e) shall not at any time constitute an Event of Default unless, at such time,
one  or  more  defaults,  events  or  conditions  of  the  type  described  in  clause  (i),  or  (ii) or  (iii) of  this
paragraph (e) shall have occurred and be continuing with respect to such Indebtedness the outstanding
aggregate  principal  amount  of  which  exceeds $750,000,000the  Threshold  Amount  and  (y)  for  the
avoidance  of  doubt,  a  requirement  to  make  a  mandatory  offer  to  repurchase  under  the  terms  of  any
Indebtedness as a result of a “change of control” (or equivalent term) shall not constitute a Default or an
Event of Default under this paragraph (e)(iii) so long as :
(A)  on  or prior  to  the  date  the events constituting such “change of
control” (or equivalent term) occur, either (I) the terms of such Indebtedness have been
amended  to  eliminate  the  requirement  to  make  such  offer,  (II)  such  Indebtedness  has
been defeased or discharged so that such requirement shall no longer apply (and, in the
event such “change of control” is subject to a requirement that a specific credit ratings
event or similar condition subsequent occur, no Event of Default shall exist pursuant to
this  paragraph  (e)(iii)  until  such  time  as  the  specific  credit  ratings  event  or  similar
condition subsequent has also occurred resulting in the obligor under such Indebtedness
to  become  unconditionally  obligated  to  make  such  offer)  or  (III)  solely  in  the  case  of
Indebtedness of any Person acquired by the Borrower or any of its Subsidiaries where
such “change of control” (or equivalent term) under such Indebtedness resulted from the
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	Borrower or one of its Subsidiary’s acquisition of such Person, (x) the sum of Available
Liquidity plus any available debt financing commitments from any Revolving Lender or
any  Affiliate  of  a  Revolving  Lender  or  any  other  financial  institution  of  nationally
recognized  standing  available  to  the  Borrower  or  its  Subsidiaries  for  purposes  of
refinancing  such  Indebtedness  is  at  least  equal  to  the  aggregate amount  that  would  be
required to repay such Indebtedness pursuant to any required “change of control offer”
(or equivalent term) pursuant to the terms of such Indebtedness at all times prior to the
expiration of the rights of the holders of such Indebtedness to require the repurchase or
repayment of such Indebtedness as a result of such acquisition and and
(yB)  the  Borrower  or  the  applicable  Subsidiary  complies  with  the
provisions  of  such  Indebtedness  that  are  applicable  as  a  result  of  such  acquisition
(including by consummating any required “change of control offer” (or equivalent term)
for such Indebtedness); or
(f) any  Designated  Holding  Company  other  than  Holdings  shall  (i)  default  in
making any payment of any principal of any Indebtedness (including, without duplication, any Guarantee
Obligation in respect of Indebtedness) on the scheduled or original due date with respect thereto or (ii)
default in making any payment of any interest on any such Indebtedness or default in the observance or
performance of any other agreement or condition relating to any such Indebtedness or contained in any
instrument  or  agreement  evidencing,  securing  or  relating  thereto,  or  any  other  event  shall  occur  or
condition exist, if such default or other event or condition, in each case with respect to this clause (ii),
results in the acceleration of such Indebtedness prior to its stated maturity or (in the case of any such
Indebtedness  constituting  a  Guarantee  Obligation)  causes  such  Indebtedness  to  become  payable;
provided, that a default, event or condition described in clause (i) or (ii) of this paragraph (f) shall not at
any time constitute an Event of Default unless, at such time, one or more defaults, events or conditions of
the type described in clause (i) or (ii) of this paragraph (f) shall have occurred and be continuing with
respect to such Indebtedness the outstanding aggregate principal amount of which exceeds $750,000,000;
or[reserved]; or
(g)  (i) any  Designated  Holding  CompanyHoldings,  the  Borrower  or  any of  its
SubsidiariesSignificant Subsidiary shall commence any case, proceeding or other action (A) under any
existing  or  future  law  of  any  jurisdiction,  domestic  or  foreign,  relating  to  bankruptcy,  insolvency,
reorganization  or  relief  of  debtors,  seeking  to  have  an  order  for  relief  entered  with  respect  to  it,  or
seeking  to  adjudicate  it  a  bankrupt  or  insolvent,  or  seeking  reorganization,  arrangement,  adjustment,
winding-up,  liquidation,  dissolution,  composition  or  other  relief  with  respect  to  it  or  its  debts,  or  (B)
seeking appointment of a receiver, trustee, custodian, conservator or other similar official for it or for all
or any substantial part of their assets or any Designated Holding CompanyHoldings, the Borrower or any
of its SubsidiariesSignificant Subsidiary shall make a general assignment for the benefit of its creditors;
or (ii) there shall be commenced against any Designated Holding CompanyHoldings, the Borrower or any
of its SubsidiariesSignificant Subsidiary any case, proceeding or other action of a nature referred to in
clause (i) above that (A) results in the entry of an order for relief or any such adjudication or appointment
or  (B)  remains undismissed,  undischarged  or  unbonded  for  a period  of 60 days; or (iii) there shall be
commenced  against any  Designated  Holding  CompanyHoldings,  the  Borrower  or  any of  its
SubsidiariesSignificant Subsidiary any case, proceeding or other action seeking issuance of a warrant of
attachment,  execution,  distraint  or  similar  process  against  all  or  any  substantial  part  of  its  assets  that
results in the entry of an order for any such relief that shall not have been vacated, discharged, or stayed
or  bonded  pending  appeal  within  60  days  from  the  entry  thereof; or (iv) any  Designated  Holding
CompanyHoldings, the Borrower or any of its SubsidiariesSignificant Subsidiary shall take any action in
furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in
clause (i), (ii), or (iii) above; or (v) any Designated Holding CompanyHoldings, the Borrower or any of
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	its SubsidiariesSignificant Subsidiary shall generally not, or shall be unable to, or shall admit in writing
its inability to, pay its debts as they become due; or
(h) (i) any “accumulated funding deficiency” (as defined in Section 302 of ERISA),
whether or not waived, shall exist with respect to any Single Employer Plan or any Lien in favor of the
PBGC  or  a  Plan  shall  arise  on  the  assets  of  any Loan  Party,  (ii) a  Reportable  Event  shall occur  with
respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to
administer  or  to  terminate,  any  Single  Employer  Plan,  which  Reportable  Event  or  commencement  of
proceedings or appointment of a trustee is likely to result in the termination of such Plan for purposes of
Title IV of ERISA, (iii) any Single Employer Plan shall terminate for purposes of Title IV of ERISA or
(iv)  any  Loan  Party  or  any  Commonly  Controlled  Entity  shall,  or  is  likely  to,  incur  any  liability  in
connection  with  a  withdrawal  from,  or  the  Insolvency  of,  a  Multiemployer  Plan;  and  in  each  case  in
clauses (i) through (iv) above, such event or condition, together with all other such events or conditions,
if any, would have a Material Adverse Effect; or
(i) one  or  more final judgments  or  decrees  shall  be entered  against  Holdings,  the
Borrower  or  any of  its  SubsidiariesSignificant  Subsidiary  involving  in  the aggregate a liability (to the
extent  not  paid  or  fully  covered  by  insurance  as  to  which  the  relevant  insurance  company  has  not
declined  coverage)  of $750,000,000the  Threshold  Amount  or  more,  and  all  such  final  judgments  or
decrees shall not have been vacated, discharged, stayed or bonded pending appeal within 30 days from
the entry thereof (for this purpose, a judgment will be deemed stayed during any time it is not due and
payable); or
(j) (i)  the  Guarantee  and  Collateral  Agreement  shall  cease,  for  any  reason  (other
than  the  gross  negligence  or  willful  misconduct  of  the  Administrative  Agent),  to  be  in  full  force  and
effect with respect to any material portion of the Collateral, or any Loan Party or any Affiliate of any
Loan Party shall so assert, or (ii) any Lien created by the Guarantee and Collateral Agreement shall cease
to be enforceable and of the same effect and priority purported to be created thereby with respect to any
material  portion  of  the  Collateral  (other  than  in  connection  with  releases  in  accordance  with  Section
10.14) or any Loan Party or any Affiliate of any Loan Party shall so assert; or
(k) the consummation of any transaction (including, without limitation, any merger
or consolidation) the result of which is that any “person” or “group” (as such terms are used in Section
13(d)  and  14(d)  of  the  Securities  Exchange  Act  of  1934,  as  amended),  other  than  a  Qualified  Parent
Company, has the  power, directly  or indirectly, to vote or direct the voting of Equity Interests having
more than 50% (determined on a fully diluted basis) of the ordinary voting power for the management of
the  Borrower  (a  “Change  of  Control”);  provided  that  such  Change  of  Control  shall  not  constitute  a
Default or Event of Default unless a Ratings Event has occurred within the Ratings Decline Period; or
(l) [reserved]; or
(m) except as required or otherwise expressly permitted in this Agreement (i) in the
case of any Designated Holding Company, fail to satisfy customary formalities with respect to
organizational separateness, including, without limitation, (A) the maintenance of separate books
and records and (B) the maintenance of separate bank accounts in its own name; (ii) in the case
of any Designated Holding Company, fail to act solely in their own names or the names of their
managers and through authorized officers and agents; (iii) in the case of the Borrower or any of
its Subsidiaries, make or agree to make any payment to a creditor of any Designated Holding
Company in its capacity as such; or (iv) in the case of any Designated Holding Company, the
Borrower or any of its Subsidiaries, (x) commingle any money or other assets of any Designated
Holding Company with any money or other assets of the Borrower or any of its Subsidiaries or
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	(y) take any action, or conduct its affairs in a manner, which could reasonably be expected to
result in the separate organizational existence of each Designated Holding Company from the
Borrower and its Subsidiaries being ignored under any circumstance, and such failure, action,
agreement, event, condition or circumstance described in any clause of this paragraph (m) shall
continue unremedied for a period of 30 days after notice to the Borrower from the Administrative
Agent or the Required Lenders;
then, and in any such event, :
(A)  if such event is an Event of Default specified in clause (i) or (ii)
of  paragraph  (g)  above  with  respect  to  the  Borrower,  automatically  the  Commitments
shall immediately terminate and the Loans hereunder (with accrued interest thereon) and
all other amounts owing under this Agreement and the other Loan Documents (including
all amounts of L/C Obligations, whether or not the beneficiaries of the then outstanding
Letters  of  Credit  shall  have  presented  the  documents  required  thereunder)  shall
immediately become due and payable, and
(B)  if such event is any other Event of Default, either or both of the
following  actions  may  be  taken:    (i)  with  the  consent  of  the  Required  Lenders,  the
Administrative  Agent  may,  or  upon  the  request  of  the  Required  Lenders,  the
Administrative  Agent shall,  by  notice  to  the Borrower declare the Commitments to be
terminated forthwith, whereupon the Commitments shall immediately terminate; and (ii)
with  the  consent of  the  Required  Lenders, the  Administrative  Agent may, or upon the
request  of  the  Required  Lenders,  the  Administrative  Agent  shall,  by  notice  to  the
Borrower,  declare  the  Loans  hereunder  (with  accrued  interest  thereon)  and  all  other
amounts  owing  under  this  Agreement  and  the  other  Loan  Documents  (including  all
amounts  of  L/C  Obligations,  whether  or  not  the  beneficiaries  of  the  then  outstanding
Letters of Credit shall have presented the documents required thereunder) to be due and
payable forthwith, whereupon the same shall immediately become due and payable.
With respect to all Letters of Credit with respect to which presentment for honor shall
not have occurred at the time of an acceleration pursuant to this paragraph, the Borrower
shall at such time comply with Section 3.8.  Except as expressly provided above in this
Section,  presentment,  demand,  protest  and  all  other  notices  of  any  kind  are  hereby
expressly waived by the Borrower.
Notwithstanding anything to the contrary herein, solely for the purpose of determining whether a
Default has occurred under clause (g) above, any reference in such clause to any Subsidiary shall be
deemed not to include any Subsidiary that is an Immaterial Subsidiary or at such time could, upon
designation by the Borrower, become an Immaterial Subsidiary affected by any event or circumstances
referred to in such clause unless the gross revenues of such Subsidiary together with the gross revenues
of all other Subsidiaries affected by such event or circumstance referred to in such clause for the period
of four fiscal quarters ending on the date of the most recent balance sheet of the Borrower delivered
pursuant to Section 6.1(a) or (b) shall exceed 5% of the gross revenues of the Borrower and its
Subsidiaries for such period, in each case determined in accordance with GAAP.
8.2. Application  of  Funds.    After  the  exercise  of  remedies  provided  for  in  Section  8.1  (or
after the Loans have automatically become immediately due and payable and the L/C Obligations have
automatically  been  required  to  be  Cash  Collateralized  as  set  forth  in  the  proviso  to  Section  8.1),  any
amounts  received  on  account  of  the  Obligations  (other  than  the  Equally  and  Ratably  Secured  Notes
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	Obligations) shall,  subject to the Guarantee and Collateral Agreement and any First Lien Intercreditor
Agreement, be applied by the Administrative Agent in the following order:
First,  to  payment  of  that  portion  of  the  Obligations  constituting  fees,  indemnities,
expenses  and  other  amounts  (including  fees,  charges  and  disbursements  of  counsel  to  the
Administrative Agent and amounts payable under Section 2) payable to the Administrative Agent
in its capacity as such;
Second, pro rata to (i) the payment of all other Obligations (other than the Equally and
Ratably  Secured  Notes  Obligations)  due  and  owing  to  the  Secured  Parties,  ratably  among  the
Secured  Parties  in  proportion  to  the  respective  amounts  described  in  this  subclause  (i)  of  this
clause Second held by them and (ii) the Cash Collateralization of all Letters of Credit; and
Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full,
to the Borrower or as otherwise required by Law.
Subject  to  Section  3.8,  amounts  used  to  Cash  Collateralize  the  aggregate  undrawn  amount  of
Letters of Credit pursuant to clause Second above shall be applied to satisfy drawings under such Letters
of Credit as they occur.  If any amount remains on deposit as Cash Collateral after all Letters of Credit
have either been fully drawn or expired, such remaining amount shall be applied to the other Obligations
(other than the Equally and Ratably Secured Notes Obligations), if any, in the order set forth above.
Notwithstanding  the  foregoing,  Obligations  arising  under  Specified  Cash  Management
Agreements, Specified Hedge Agreements and Non-Facility Letters of Credit shall be excluded from the
application described above to occur on any date if the Administrative Agent has not received written
notice thereof, together with such supporting documentation as the Administrative Agent may request,
from the applicable Secured Party providing such Obligations on or prior to such date.
8.3. Right to Cure Generally.
(a) With  respect  to  any  Default  or  Event  of  Default,  the  words “exists”, “is
continuing” or similar expressions with respect thereto shall mean that the Default or Event of Default
has occurred and has not yet been cured or waived. If, prior to the taking of any action under Section 8.1
(or the occurrence of any event set forth in the proviso thereto), any Default or Event of Default occurs
due to (i) the failure by any Loan Party to take any action by a specified time, such Default or Event of
Default shall be deemed to have been cured at the time, if any, that the applicable Loan Party takes such
action or (ii) the taking of any action by any Loan Party that is not then permitted by the terms of this
Agreement or any other Loan Document, except as set forth in Section 8.3(b), such Default or Event of
Default shall be deemed to be cured on the earlier to occur of (x) the date on which such action would be
permitted at such time to be taken under this Agreement and the other Loan Documents pursuant to an
applicable  amendment  or  waiver  permitting  such  action  and  (y)  the  date  on  which  such  action  is
unwound or otherwise modified to the extent necessary for such revised action to be permitted at such
time by this Agreement and the other Loan Documents; provided, that an Event of Default resulting from
the  failure  to  deliver  a  notice  pursuant  to  such Section  6.7(a)  shall  cease  to  exist  and  be  cured  in  all
respects if the Default or Event of Default giving rise to such notice requirement shall have ceased to
exist and/or be cured.
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	(b) Notwithstanding anything to the contrary in this Section 8.3, an Event of Default
(the “Initial Default”) may not be cured pursuant to this Section 8.3:
(i) if  the  taking  of  any  action  by any Loan Party or Subsidiary of a Loan
Party  that  is  not  permitted  during,  and  as  a  result  of,  the  continuance  of  such  Initial  Default
directly results in the cure of such Initial Default and the applicable Loan Party or Subsidiary had
actual knowledge at the time of taking any such action that the Initial Default had occurred and
was continuing;
(ii) in  the  case  of  an  Event  of  Default  under  Section  8.1(j)  that  directly
results in material impairment of the rights and remedies of the Lenders, the Collateral Agent and
Administrative Agent under the Loan Documents and that is incapable of being cured;
(iii) in the case of an Event of Default under Section 8.1(d) arising due to the
failure to perform or observe Section 6.5(a) that directly results in a material adverse effect on
the  ability  of  the  Borrower  and  the  other  Loan  Parties  (taken  as  a  whole)  to  perform  their
respective payment obligations under any Loan Document to which the Borrower or any of the
other Loan Parties is a party; or
(iv) in the case of an Initial Default for which (i) the Borrower failed to give
notice to the Administrative Agent and the Lenders of such Initial Default in accordance with
Section 6.7(a) of this Agreement and (ii) a Financial Officer or the general counsel or chief legal
officer of the Borrower had actual knowledge of such failure to give such notice.
8.4. Expired Defaults. To the extent Section 8.1 requires a notice of a Default to be given to
the Borrower by the Administrative Agent or the Required Lenders in order for such Default to become
an Event of Default, then such Default will not constitute an Event of Default until the Administrative
Agent notifies the Borrower in writing or the Required Lenders notify the Borrower in writing, in each
case with a copy to the Administrative Agent, of the Default and the Borrower does not cure such default
prior to the receipt of such notice (subject to applicable grace periods); provided that a notice of Default
may not be given with respect to any action taken, and reported publicly or to the Lenders, in each case
more than two (2) years prior to such notice of Default (an “Expired Default”) and no Lender shall be
permitted to exercise rights and/or remedies with regard to such Expired Default.
SECTION 9 THE AGENTS
9.1. Appointment.
(a) Each  Lender  hereby  irrevocably  designates  and  appoints  the  Administrative
Agent as the agent of such Lender under this Agreement and the other Loan Documents, and each such
Lender  irrevocably  authorizes  the  Administrative  Agent,  in  such  capacity,  to  take  such  action  on  its
behalf  under  the  provisions  of  this  Agreement  and  the  other  Loan  Documents  and  to  exercise  such
powers and perform such duties as are expressly delegated to the Administrative Agent by the terms of
this  Agreement  and  the  other  Loan  Documents,  together  with  such  other  powers  as  are  reasonably
incidental  thereto.    Notwithstanding  any  provision  to  the  contrary  elsewhere  in  this  Agreement,  the
Administrative Agent shall not have any duties or responsibilities, except those expressly set forth herein,
or  any  fiduciary  relationship  with  any  Lender,  and  no  implied  covenants,  functions,  responsibilities,
duties,  obligations  or  liabilities  shall  be  read  into  this  Agreement  or  any  other  Loan  Document  or
otherwise exist against the Administrative Agent.
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	(b) The Administrative Agent shall also act as the “collateral agent” under the Loan
Documents,  and  each  of  the  Lenders  (including  in  its  capacities  as  a  party  to  a  Specified  Hedge
Agreement  or  Specified  Cash  Management  Agreement)  and  the  Issuing  Lender  hereby  irrevocably
appoints  and  authorizes  the  Administrative  Agent  to  act  as  the  agent  of  such  Lender  and  the  Issuing
Lender for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of
the  Loan  Parties  pursuant  to  the  Guarantee  and  Collateral  Agreement,  together  with  such  powers  and
discretion  as  are  reasonably  incidental  thereto.    In  this  connection,  the  Administrative  Agent,  as
 “collateral agent” and  any  co-agents,  sub-agents  and  attorneys-in-fact  appointed  by the Administrative
Agent pursuant to Section 9.2 for purposes of holding or enforcing any Lien on the Collateral (or any
portion thereof) granted under the Guarantee and Collateral Agreement, or for exercising any rights and
remedies thereunder at the direction of the Administrative Agent), shall be entitled to the benefits of all
provisions of this Section 9 and Section 10 (including Section 9.7, as though such co-agents, sub-agents
and attorneys-in-fact were the “collateral agent” under the Guarantee and Collateral Agreement) as if set
forth in full herein with respect thereto.
9.2. Delegation of Duties.  The Administrative Agent may execute any of its duties under this
Agreement and the other Loan Documents by or through agents or attorneys in fact and shall be entitled
to advice of counsel concerning all matters pertaining to such duties.  The Administrative Agent shall not
be  responsible  for  the negligence  or  misconduct  of  any  agents  or  attorneys  in  fact  selected  by  it  with
reasonable care.
9.3. Exculpatory  Provisions.    The  Administrative  Agent  shall  not  have  any  duties  or
obligations except those expressly set forth herein and in the other Loan Documents.  Without limiting
the generality of the foregoing, the Administrative Agent:
(a) shall  not  be  subject  to  any  fiduciary  or  other  implied  duties,  regardless  of
whether a Default has occurred and is continuing;
(b) shall  not  have  any  duty  to  take  any  discretionary  action  or  exercise  any
discretionary  powers,  except  discretionary  rights  and  powers  expressly  contemplated  hereby  or  by  the
other Loan Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for
herein or in the other Loan Documents), provided that the Administrative Agent shall not be required to
take any action that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to
liability or that is contrary to any Loan Document or applicable law; and
(c) shall not, except as expressly set forth herein and in the other Loan Documents,
have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to
the Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as the
Administrative Agent or any of its Affiliates in any capacity.
(d) The Administrative Agent shall not be liable for any action taken or not taken by
it (i) with the consent or at the request of the Required Lenders (or such other number or percentage of
the  Lenders  as  shall  be necessary,  or  as  the  Administrative Agent  shall  believe  in  good  faith  shall  be
necessary, under the circumstances as provided in Section 10.1 and Section 8) or (ii) in the absence of its
own  gross  negligence  or  willful  misconduct.    The  Administrative  Agent  shall  be  deemed  not  to  have
knowledge of any Default unless and until notice describing such Default is given to the Administrative
Agent by the Borrower, a Lender or the Issuing Lender.
(e) The  Administrative  Agent  shall  not  be  responsible  for  or  have  any  duty  to
ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this
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	Agreement  or  any other Loan Document, (ii) the contents of any certificate, report or other document
delivered  hereunder  or  thereunder  or  in  connection  herewith  or  therewith,  (iii)  the  performance  or
observance of any of the covenants, agreements or other terms or conditions set forth herein or therein or
the  occurrence  of  any  Default,  (iv)  the  validity,  enforceability,  effectiveness  or  genuineness  of  this
Agreement, any other Loan Document or any other agreement, instrument or document, or the creation,
perfection or priority of any Lien purported to be created by the Guarantee and Collateral Agreement, (v)
the value or the sufficiency of any Collateral, or (v) the satisfaction of any condition set forth in Section
5 or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to the
Administrative Agent.
9.4. Reliance by Administrative Agent.  The Administrative Agent shall be entitled to rely,
and  shall  be  fully  protected  in  relying,  upon  any  instrument,  writing,  resolution,  notice,  consent,
certificate,  affidavit,  letter,  telecopy,  telex  or  teletype  message,  statement, order or  other  document  or
conversation believed by it to be genuine and correct and to have been signed, sent or made by the proper
Person or Persons and upon advice and statements of legal counsel (including counsel to Holdings or the
Borrower),  independent  accountants  and  other  experts  selected  by  the  Administrative  Agent.    The
Administrative Agent may deem and treat the payee of any Note as the owner thereof for all purposes
unless  a  written  notice  of  assignment,  negotiation  or  transfer  thereof  shall  have  been  filed  with  the
Administrative Agent.  The Administrative Agent shall be fully justified in failing or refusing to take any
action  under  this  Agreement  or  any  other  Loan  Document  unless  it  shall  first  receive  such  advice  or
concurrence  of  the  Required  Lenders  (or,  if  so  specified  by  this  Agreement,  all  Lenders)  as  it  deems
appropriate or it shall first be indemnified to its satisfaction by the Lenders against any and all liability
and expense that may be incurred by it by reason of taking or continuing to take any such action.  The
Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under
this Agreement and the other Loan Documents in accordance with a request of the Required Lenders (or,
if so specified by this Agreement, all Lenders), and such request and any action taken or failure to act
pursuant thereto shall be binding upon all the Lenders and all future holders of the Loans.
9.5. Notice of Default.  The Administrative Agent shall not be deemed to have knowledge or
notice of the occurrence of any Default or Event of Default unless the Administrative Agent has received
notice from a Lender, Holdings or the Borrower referring to this Agreement, describing such Default or
Event of Default and stating that such notice is a “notice of default”.  In the event that the Administrative
Agent  receives such  a  notice, the  Administrative  Agent  shall give  notice  thereof to  the Lenders.  The
Administrative Agent shall take such action with respect to such Default or Event of Default as shall be
reasonably  directed  by  the  Required  Lenders  (or,  if  so  specified  by  this  Agreement,  all  Lenders);
provided  that  unless  and  until  the  Administrative  Agent  shall  have  received  such  directions,  the
Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such
action, with respect to such Default or Event of Default as it shall deem advisable in the best interests of
the Lenders.
9.6. Certain Representations and Agreements by Lenders.
(a) Each  Lender  expressly  acknowledges  that  neither  the  Agents  nor  any  of  their
respective  officers,  directors,  employees,  agents,  attorneys-in-fact  or  affiliates  have  made  any
representations or warranties to it and that no act by any Agent hereafter taken, including any review of
the  affairs  of  a  Loan  Party  or  any  affiliate  of  a  Loan  Party,  shall  be  deemed  to  constitute  any
representation or warranty by any Agent to any Lender.  Each Lender represents to the Agents that it has,
independently and without reliance upon any Agent or any other Lender, and based on such documents
and  information  as  it  has  deemed  appropriate,  made  its  own  appraisal  of  and  investigation  into  the
business, operations, property, financial and other condition and creditworthiness of the Loan Parties and
their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement.
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	Each Lender also represents that it will, independently and without reliance upon any Agent or any other
Lender, and based on such documents and information as it shall deem appropriate at the time, continue
to  make  its  own  credit  analysis,  appraisals  and  decisions  in  taking  or  not  taking  action  under  this
Agreement  and  the  other  Loan  Documents,  and  to  make  such  investigation  as  it  deems  necessary  to
inform itself as to the business, operations, property, financial and other condition and creditworthiness
of  the  Loan  Parties  and  their  affiliates.    Except  for  notices,  reports  and  other  documents  expressly
required to be furnished to the Lenders by the Administrative Agent hereunder, the Administrative Agent
shall  not  have  any  duty  or  responsibility  to  provide  any  Lender  with  any  credit  or  other  information
concerning  the  business,  operations,  property,  condition  (financial  or  otherwise),  prospects  or
creditworthiness of any Loan Party or any affiliate of a Loan Party that may come into the possession of
the  Administrative  Agent  or  any  of  its  officers,  directors,  employees,  agents,  attorneys-in-fact  or
affiliates.
(b) Each Lender (x) represents and warrants, as of the date such Person became a
Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party hereto to the
date such Person ceases being a Lender party hereto, for the benefit of, the Administrative Agent and not,
for the avoidance of doubt, to or for the benefit of the Borrower or any other Loan Party, that at least one
of the following is and will be true:
(i) such  Lender  is  not  using  “plan  assets”  (within  the  meaning  of  Section
3(42)  of  ERISA  or  otherwise)  of  one  or  more  Benefit  Plans  with  respect  to  such  Lender’s
entrance  into,  participation  in,  administration  of  and  performance  of  the  Loans,  the  Letters  of
Credit, the Commitments or this Agreement,
(ii) the transaction exemption set forth in one or more PTEs, such as PTE
84-14  (a  class  exemption  for  certain  transactions  determined  by  independent  qualified
professional  asset  managers),  PTE  95-60  (a  class  exemption  for certain  transactions  involving
insurance  company  general  accounts),  PTE  90-1  (a  class  exemption  for  certain  transactions
involving  insurance  company  pooled  separate  accounts),  PTE  91-38  (a  class  exemption  for
certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for  certain  transactions  determined  by  in-house  asset  managers),  is  applicable  with  respect  to
such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Commitments and this Agreement,
(iii) (A)  such  Lender  is  an  investment  fund  managed  by  a  “Qualified
Professional Asset Manager” (within the meaning of Part VI of PTE 84-14), (B) such Qualified
Professional Asset Manager made the investment decision on behalf of such Lender to enter into,
participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this
Agreement,  (C)  the  entrance  into,  participation  in,  administration  of  and  performance  of  the
Loans, the Letters of Credit, the Commitments and this Agreement satisfies the requirements of
sub-sections  (b)  through  (g)  of  Part  I  of  PTE  84-14  and  (D)  to  the  best  knowledge  of  such
Lender, the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to
such Lender’s entrance into, participation in, administration of and performance of the Loans, the
Letters of Credit, the Commitments and this Agreement, or
(iv) such  other  representation,  warranty  and  covenant  as  may  be  agreed  in
writing between the Administrative Agent, in its sole discretion, and such Lender.
(c) In addition, unless either (1) sub-clause (i) in the immediately preceding clause
(a) is true with respect to a Lender or (2) a Lender has provided another representation, warranty and
covenant in accordance with sub-clause (iv) in the immediately preceding clause (b), such Lender further
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	(x)  represents  and  warrants,  as  of  the  date  such  Person  became  a  Lender  party  hereto,  to,  and  (y)
covenants, from the date such Person became a Lender party hereto to the date such Person ceases being
a Lender party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to
or  for  the  benefit  of  the  Borrower  or  any  other  Loan  Party,  that  the  Administrative  Agent  is  not  a
fiduciary with respect to the assets of such Lender involved in such Lender’s entrance into, participation
in,  administration  of  and  performance  of  the  Loans,  the  Letters  of  Credit,  the  Commitments  and  this
Agreement (including in connection with the reservation or exercise of any rights by the Administrative
Agent under this Agreement, any Loan Document or any documents related hereto or thereto).
9.7. Indemnification.    The  Lenders  agree  to  indemnify  the  Administrative  Agent,  Issuing
Lender and Swingline Lender, each in its capacity as such (to the extent not reimbursed by Holdings or
the  Borrower  and  without  limiting  the  obligation  of  Holdings  or  the  Borrower  to  do  so),  ratably
according  to  their  respective  Aggregate  Exposure  Percentages  in  effect  on  the  date  on  which
indemnification is sought under this Section (or, if indemnification is sought after the date upon which
the Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance
with such Aggregate Exposure Percentages immediately prior to such date), from and against any and all
liabilities,  obligations,  losses,  damages,  penalties,  actions,  judgments,  suits,  costs,  expenses  or
disbursements of any kind whatsoever that may at any time (whether before or after the payment of the
Loans)  be  imposed  on,  incurred  by  or  asserted  against  the  Administrative  Agent,  Issuing  Lender  or
Swingline Lender in any way relating to or arising out of, the Commitments, this Agreement, any of the
other  Loan  Documents  or  any  documents  contemplated  by  or  referred  to  herein  or  therein  or  the
transactions  contemplated  hereby  or  thereby  or  any  action  taken  or  omitted  by  such  Administrative
Agent, Issuing Lender or Swingline Lender under or in connection with any of the foregoing; provided
that  no  Lender  shall  be  liable  for  the  payment  of  any  portion  of  such  liabilities,  obligations,  losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements that are found by a final
and  non-appealable  decision  of  a  court  of  competent  jurisdiction  to  have  resulted  from  such  Person’s
gross negligence or willful misconduct.  The agreements in this Section shall survive the payment of the
Loans and all other amounts payable hereunder.
9.8. Agent in Its Individual Capacity.  Each Agent and its affiliates may make loans to, accept
deposits from and generally engage in any kind of business with any Loan Party as though such Agent
were not an Agent.  With respect to its Loans made or renewed by it and with respect to any Letter of
Credit  issued  or  participated  in  by  it,  each  Agent  shall  have  the  same  rights  and  powers  under  this
Agreement and the other Loan Documents as any Lender and may exercise the same as though it were
not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual capacity.
9.9. Successor  Administrative  Agent.    So  long  as  no  Event  of  Default  has  occurred  and  is
continuing, the Administrative Agent, the Borrower and a successor agent who is a Revolving Lender
may,  in  their  sole  discretion  at  any  time,  agree  that  such  successor  agent  shall  replace  the  outgoing
administrative  Agent  as  Administrative  Agent  hereunder  and  under  the  other  Loan  Documents.    In
addition, the Administrative Agent may in its sole discretion resign as Administrative Agent at any time
upon  30  days’  notice  to  the  Lenders  and  the  Borrower.    If  the  Administrative  Agent  shall  resign  as
Administrative Agent under this Agreement and the other Loan Documents, then the Required Lenders
shall appoint  from among  the  Lenders  a  successor  agent  for  the  Lenders,  which  successor  agent shall
(unless an Event of Default under Section 8(a) or Section 8(g) with respect to the Borrower shall have
occurred  and  be  continuing)  be  subject  to  approval  by  the  Borrower  (which  approval  shall  not  be
unreasonably withheld or delayed).  Any successor agent shall succeed to the rights, powers and duties of
the  Administrative  Agent,  and  the  term  “Administrative  Agent”  shall  mean  such  successor  agent
effective upon such appointment and approval, and the former Administrative Agent’s rights, powers and
duties as Administrative Agent shall be terminated, without any other or further act or deed on the part of
such former Administrative Agent or any of the parties to this Agreement or any holders of the Loans.  If
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	no  successor  agent  has  accepted  appointment  as  Administrative  Agent  by  the  date  that  is  30  days
following  a  retiring  Administrative  Agent’s  notice  of  resignation,  the  retiring  Administrative  Agent’s
resignation shall nevertheless thereupon become effective, and the Lenders shall assume and perform all
of  the  duties  of  the  Administrative  Agent  hereunder  until  such  time,  if  any,  as  the  Required  Lenders
appoint a successor agent as provided for above (except that in the case of any collateral security held by
the  Administrative  Agent  on  behalf  of  the  Lenders  or  the  Issuing  Lender  under  any  of  the  Loan
Documents, the retiring Administrative Agent shall continue to hold such collateral security until such
time  as  a  successor  Administrative  Agent  is  appointed).    After  any  retiring  Administrative  Agent’s
resignation as Administrative Agent, the provisions of this Section 9 shall inure to its benefit as to any
actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement and
the other Loan Documents.
Any  resignation  by  the  Administrative  Agent  pursuant  to  this  Section  shall  also  constitute  its
resignation as Issuing Lender and Swingline Lender.  Upon the acceptance of a successor’s appointment
as Administrative Agent hereunder, (i) such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring Issuing Lender and Swingline Lender, (ii) the retiring
Issuing  Lender  and  Swingline  Lender  shall  be  discharged  from  all  of  their  respective  duties  and
obligations hereunder or under the other Loan Documents, and (iii) the successor Issuing Lender shall
issue new letters of credit either (x) in substitution for the Letters of Credit issued by the retiring Issuing
Lender or (y) to backstop such Letters of Credit, in each case, if any, outstanding at the time of such
succession or make other arrangements satisfactory to the retiring Issuing Lender to effectively assume
the obligations of the retiring Issuing Lender with respect to such Letters of Credit.  Any Issuing Lender
that  is  not  the  Administrative  Agent  may  resign  as  an  Issuing  Lender  as  separately  agreed  in  writing
between such Issuing Lender and the Borrower.
9.10. Agents.  Each of the Agents (other than the Administrative Agent) shall have no duties or
responsibilities hereunder in their capacity as such.
9.11. Collateral and Guaranty Matters.  Each of the Lenders (including in its capacities as a
party  to  a  Specified  Cash  Management  Agreement  or  a  Specified  Hedge  Agreement)  and  the  Issuing
Lender  irrevocably  authorize  the  Administrative  Agent  to  release  Liens  on  the  Collateral  and/or
Guarantors from their obligations under the Guarantee and Collateral Agreement under the circumstances
described in Section 9.15 of the Guarantee and Collateral Agreement.
9.12. Non-Facility Letters of Credit, Specified Cash Management Agreements and Specified
Hedge Agreements.  Except as otherwise expressly set forth herein or in the Guarantee and Collateral
Agreement,  noNo  issuer  of  a  Non-Facility  Letter  of  Credit  or  party  to  a  Specified  Cash  Management
Agreement or Specified Hedge Agreement shall have any right to notice of any action or to consent to,
direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the
Collateral (including the release or impairment of any Collateral) other than in its capacity as a Lender
and, in such case, only to the extent expressly provided in the Loan Documents.  Notwithstanding any
other provision of this Section 9 to the contrary, the Administrative Agent shall not be required to verify
the  payment  of,  or  that  other  satisfactory  arrangements  have  been  made  with  respect  to,  obligations
arising  under  Non-Facility  Letters  of  Credit,  Specified  Cash  Management  Agreements  and  Specified
Hedge  Agreements  unless  the  Administrative  Agent  has  received  written  notice  of  such  obligations,
together  with  such  supporting  documentation  as  the  Administrative  Agent  may  request,  from  the
applicable party thereto.
9.13. Recovery  of  Erroneous  Payments.  Without  limitation  of  any  other  provision  in  this
Agreement, if at any time the Administrative Agent makes a payment hereunder in error to any Lender
Recipient Party, whether or not in respect of an Obligation due and owing by the Borrower at such time,
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	where  such  payment  is  a  Rescindable  Amount,  then  in  any  such  event,  each  Lender  Recipient  Party
receiving  a  Rescindable  Amount  severally  agrees  to  repay  to  the  Administrative  Agent  forthwith  on
demand  the  Rescindable  Amount  received  by  such  Lender  Recipient  Party  in  immediately  available
funds in the currency so received, with interest thereon, for each day from and including the date such
Rescindable Amount is received by it to but excluding the date of payment to the Administrative Agent,
at the greater of the Federal Funds Effective Rate and a rate determined by the Administrative Agent in
accordance  with  banking  industry  rules  on  interbank  compensation.  Each  Lender  Recipient  Party
irrevocably  waives  any  and  all  defenses,  including  any “discharge  for  value”  (under  which  a  creditor
might otherwise claim a right to retain funds mistakenly paid by a third party in respect of a debt owed by
another)  or  similar  defense  to  its  obligation  to  return  any  Rescindable  Amount.  The  Administrative
Agent shall inform each Lender Recipient Party promptly upon determining that any payment made to
such Lender Recipient Party comprised, in whole or in part, a Rescindable Amount. The parties hereto
agree  that  an  Erroneous  Payment  shall  not  pay,  prepay,  repay,  discharge  or  otherwise  satisfy  any
Obligations owed by the Borrower or any other Loan Party. This Section 9.13 shall not be interpreted to
increase (or accelerate the due date for), or have the effect of increasing (or accelerating the due date
for),  the  Obligations  of  the  Borrower  relative  to  the  amount  (and/or  timing  for  payment)  of  the
Obligations  that  would  have  been  payable  had  such  Erroneous  Payment  not  been  made  by  the
Administrative  Agent; provided  that,  for  the  avoidance  of  doubt,  the  immediately  preceding  sentence
shall not apply to the extent any such Erroneous Payment is, and solely with respect to the amount of
such  Erroneous  Payment  that  is,  comprised  of  funds  received  by  the  Administrative  Agent  from  the
Borrower for the purpose of making such Erroneous Payment.
SECTION 10 MISCELLANEOUS
10.1. Amendments and Waivers.  Neither this Agreement, any other Loan Document, nor any
terms  hereof  or  thereof  may  be  amended,  supplemented  or  modified  except  in  accordance  with  the
provisions of this Section 10.1.  TheSubject to Section 2.14(b)(1), the Required Lenders and each Loan
Party party to the relevant Loan Document may, or, with the written consent of the Required Lenders, the
Administrative Agent and each Loan Party party to the relevant Loan Document may, from time to time,
(a) enter into written amendments, supplements or modifications hereto and to the other Loan Documents
for the purpose of adding any provisions to this Agreement or the other Loan Documents or changing in
any manner the rights of the Lenders or of the Loan Parties hereunder or thereunder or (b) waive, on such
terms  and  conditions  as  the  Required  Lenders  or  the  Administrative  Agent,  as  the  case  may  be,  may
specify in such instrument, any of the requirements of this Agreement or the other Loan Documents or
any Default or Event of Default and its consequences; provided, however, that no such waiver and no
such amendment, supplement or modification shall :
(i) forgive  the  principal  amount  or  extend  the  final  scheduled  date  of
maturity of  any  Loan,  extend  the  scheduled  date  of  or  reduce  the  amount of  any amortization
payment  in  respect  of  any  Term  Loan,  reduce  the  stated  rate  of  any  interest  or  fee  payable
hereunder or extend the scheduled date of any payment thereof, or increase the amount or extend
the  expiration  date  of  any  Lender’s  Commitment,  in  each  case  without  the  consent  of  each
Lender  directly  affected  thereby;  provided,  that  (x)  only  the  consent  of  the  Borrower  and  the
Administrative Agent shall be required to make any changes necessary to implement a LIBOR
Successor  Rate  selected  by  the  Borrower  and  the  Administrative  Agent  in  accordance  with
Section  2.14(I)  and  (y)  subject  to  the  limitation  contained  in  Section 2.14,2.14(I),  only  the
consent of the Required Lenders shall be necessary to select a different LIBOR Successor Rate
than the rate previously selected by the Administrative Agent and the Borrower in accordance
with Section 2.14(I);
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	(ii) eliminate or reduce any voting rights under this Section 10.1 or reduce
any  percentage  specified  in  the  definition  of  Required  Lenders,  consent  to  the  assignment  or
transfer by the Borrower of any of its rights and obligations under this Agreement and the other
Loan Documents, release all or substantially all of the Collateral or release all or substantially all
of  the  Subsidiary  Guarantors  from  their  obligations  under  the  Guarantee  and  Collateral
Agreement (in each case except in connection with Dispositions consummated or approved not in
accordance withviolation of the other terms of this Agreement), in each case without the written
consent of all Lenders;
(iii)  reduce  the  percentage  specified  in  the  definition  of  Majority  Facility
Lenders with respect to the Revolving Facility or any Class of Term Loans without the written
consent of all Lenders under the Revolving Facility or such Class of Term Loans, respectively;
(iv)  amend, modify or waive any provision of Section 9 without the written
consent of the Administrative Agent;
(v) amend, modify or waive any provision of Section 2.4 or 2.5 without the
written consent of the Swingline Lender; or
(vi)  amend, modify or waive any provision of Section 3 without the written
consent of each affected Issuing Lender; or
(vii) waive any condition set forth in Section 5.2 as to any extension of credit
under the Revolving Facility without the written consent of the Lenders referenced in clause (i)
of the definition of Majority Facility Lenders.
Any  such  waiver  and  any such amendment, supplement or modification shall apply equally to
each of the Lenders and shall be binding upon the Loan Parties, the Lenders, the Agents and all future
holders of the Loans.  In the case of any waiver, the Loan Parties, the Lenders and the Agents shall be
restored  to  their  former  position  and  rights  hereunder  and  under  the  other  Loan  Documents,  and  any
Default or Event of Default waived shall be deemed to be cured and not continuing; but no such waiver
shall  extend  to  any  subsequent  or  other  Default  or  Event  of  Default,  or  impair  any  right  consequent
thereon.
Notwithstanding  the  foregoing,  if  the  Administrative  Agent  and  the  Borrower  acting  together
identify  any ambiguity,  omission,  mistake,  typographical  error or other defect in any provision of this
Agreement  or  any  other  Loan  Document,  then  the  Administrative  Agent  and  the  Borrower  shall  be
permitted  to  amend,  modify  or  supplement  such  provision  to  cure  such  ambiguity,  omission,  mistake,
typographical  error  or  other  defect,  and  such  amendment  shall  become  effective  without  any  further
action or consent of any other party to this Agreement.
10.2. Notices.
(a) Notices  Generally.    Except  in  the  case  of  notices  and  other  communications
expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices
and  other  communications  provided  for  herein  shall  be  in  writing  and  shall  be  delivered  by  hand  or
overnight courier service, mailed by certified or registered mail or sent by telecopier as follows, and all
notices and other communications expressly permitted hereunder to be given by telephone shall be made
to the applicable telephone number, as follows:
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	(i) if  to  the  Borrower,  the  Administrative  Agent,  an  Issuing  Lender  or  a
Swingline  Lender,  to  the  address,  telecopier  number,  electronic  mail  address  or  telephone
number specified for such Person on Schedule 10.2; and
(ii) if to any other Lender, to the address, telecopier number, electronic mail
address  or  telephone  number  specified  in  its Administrative  Questionnaireadministrative
questionnaire (including, as appropriate, notices delivered solely to the Person designated by a
Lender  on  its Administrative  Questionnaireadministrative  questionnaire  then  in  effect  for  the
delivery of notices that may contain material non-public information relating to the Borrower).
Notices  and  other  communications  sent  by  hand  or  overnight  courier  service,  or  mailed  by
certified  or  registered  mail,  shall  be  deemed  to  have  been  given  when  received;  notices  and  other
communications  sent  by  telecopier  shall be  deemed  to  have been  given  when  sent  (except  that,  if not
given  during  normal  business  hours for the  recipient,  such  notices  and  other  communications shall be
deemed  to  have  been  given  at  the  opening  of  business  on  the  next  Business  Day  for  the  recipient).
Notices and other communications delivered through electronic communications to the extent provided in
subsection (b) below shall be effective as provided in such subsection (b).
(b) Electronic Communications.  Notices and other communications to the Lenders
and the Issuing Lenders hereunder may be delivered or furnished by electronic communication (including
e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent,
provided that the foregoing shall not apply to notices to any Lender or any Issuing Lender pursuant to
Section 2 or Section 3 if such Lender or Issuing Lender, as applicable, has notified the Administrative
Agent  that  it  is  incapable  of  receiving  notices  under  such  Article  by  electronic  communication.    The
Administrative  Agent  or  the  Borrower  may,  in  its  discretion,  agree  to  accept  notices  and  other
communications  to  it  hereunder  by  electronic  communications  pursuant  to  procedures  approved  by  it,
provided that approval of such procedures may be limited to particular notices or communications.
Unless the Administrative Agent otherwise prescribes, (i) notices and other communications sent
to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the
intended recipient (such as by the “return receipt requested” function, as available, return e-mail or other
written  acknowledgement), provided  that if such notice or other communication is not sent during the
normal business hours of the recipient, such notice or communication shall be deemed to have been sent
at the opening of business on the next Business Day for the recipient, and (ii) notices or communications
posted  to  an  Internet  or  intranet  website  shall  be  deemed  received  upon  the  deemed  receipt  by  the
intended recipient at its e-mail address as described in the foregoing clause (i) of notification that such
notice or communication is available and identifying the website address therefor.
(c) The Platform.  The Borrower hereby acknowledges that (a) the Administrative
Agent  and/or  the  Joint  Lead  Arrangers  will  make  available  to  the  Lenders  and  each  Issuing  Lender
Borrower  Materials  by  posting  the  Borrower  Materials  on  the  Platform.    THE  PLATFORM  IS
PROVIDED “AS IS” AND “AS AVAILABLE.”  THE AGENT PARTIES (AS DEFINED BELOW) DO
NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE BORROWER MATERIALS OR
THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS
IN  OR  OMISSIONS  FROM  THE  BORROWER  MATERIALS.    NO  WARRANTY  OF  ANY  KIND,
EXPRESS,  IMPLIED  OR  STATUTORY,  INCLUDING  ANY  WARRANTY  OF
MERCHANTABILITY,  FITNESS  FOR  A  PARTICULAR  PURPOSE,  NON-INFRINGEMENT  OF
THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE
BY  ANY  AGENT  PARTY  IN  CONNECTION  WITH  THE  BORROWER  MATERIALS  OR  THE
PLATFORM.  In no event shall the Administrative Agent or any of its Related Parties (collectively, the
 “Agent Parties”) have any liability to the Borrower, any Lender, any Issuing Lender or any other Person
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	for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of the Borrower’s or the Administrative Agent’s transmission of Borrower Materials through
the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined
by a court of competent jurisdiction by a final and non-appealable judgment to have resulted from the
gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any
Agent Party have any liability to the Borrower, any Lender, any Issuing Lender or any other Person for
indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages).
(d) Change of Address, Etc.  Each of the Borrower, the Administrative Agent, each
Issuing  Lender  and  the  Swingline  Lender  may  change  its  address,  telecopier  or  telephone  number  for
notices  and other communications hereunder by notice to the other parties hereto.  Each other Lender
may change its address, telecopier or telephone number for notices and other communications hereunder
by notice to the Borrower, the Administrative Agent, each Issuing Lender and the Swingline Lender.  In
addition,  each  Lender  agrees  to  notify  the  Administrative  Agent  from  time  to  time  to  ensure  that  the
Administrative Agent has on record (i) an effective address, contact name, telephone number, telecopier
number  and  electronic  mail  address  to  which  notices  and  other  communications  may  be  sent  and  (ii)
accurate wire instructions for such Lender.
(e) Reliance  by  Administrative  Agent,  Issuing  Lenders  and  Lenders.    The
Administrative  Agent,  the  Issuing  Lenders  and  the  Lenders  shall  be  entitled  to  rely  and  act  upon  any
notices (including telephonic Notices of Borrowing and requests for Swingline Loans) purportedly given
by or on behalf of the Borrower even if (i) such notices were not made in a manner specified herein, were
incomplete  or  were  not  preceded  or followed  by  any  other  form  of  notice  specified  herein, or (ii) the
terms thereof, as understood by the recipient, varied from any confirmation thereof.  The Borrower shall
indemnify the Administrative Agent, each Issuing Lender, each Lender and the Related Parties of each of
them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each
notice purportedly given by or on behalf of the Borrower.  All telephonic notices to and other telephonic
communications with the Administrative Agent may be recorded by the Administrative Agent, and each
of the parties hereto hereby consents to such recording.
10.3. No Waiver; Cumulative Remedies.  No failure to exercise and no delay in exercising, on
the part of any Agent or any Lender, any right, remedy, power or privilege hereunder or under the other
Loan Documents shall operate as a waiver thereof; nor shall any single or partial exercise of any right,
remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of
any other right, remedy, power or privilege.  The rights, remedies, powers and privileges herein provided
are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law.
10.4. Survival  of  Representations  and  Warranties.    All  representations  and  warranties  made
hereunder, in the other Loan Documents and in any document, certificate or statement delivered pursuant
hereto  or  in  connection  herewith  shall  survive  the  execution  and  delivery  of  this  Agreement  and  the
making of the Loans and other extensions of credit hereunder.
10.5. Payment of Expenses and Taxes; Indemnification.  The Borrower agrees :
(a) to pay or reimburse the Administrative Agent for all its reasonable out-of-pocket
costs and expenses incurred in connection with the development, preparation and execution of, and any
amendment, supplement or modification to, or waiver or forbearance of, this Agreement and the other
Loan  Documents  and  any  other  documents  prepared  in  connection  herewith  or  therewith,  and  the
consummation  and  administration  of  the  transactions  contemplated  hereby  and  thereby,  including  the
reasonable  fees  and  disbursements  of  one  firm  of  counsel  to  the  Administrative  Agent  and  filing  and
recording fees and expenses,
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	(b) to pay or reimburse each Lender and each Agent for all its costs and expenses
incurred in connection with the enforcement or preservation of any rights, privileges, powers or remedies
under this Agreement, the other Loan Documents and any such other documents, including the fees and
disbursements of one firm of counsel selected by the Administrative Agent, together with any special or
local counsel, to the Administrative Agent and, following the occurrence and during the continuance of
an Event of Default, not more than one other firm of counsel to the Lenders (it being understood that the
Borrower  shall  not  be  obligated  to  reimburse  any  Lender  (other  than  the  Administrative  Agent  as
provided above) for its expenses pursuant to this clause (b) except to the extent that an Event of Default
has occurred and is continuing at the time of any proposed amendment or waiver),
(c) to pay, indemnify, and hold each Lender and each Agent harmless from, any and
all recording and filing fees and any and all liabilities with respect to, or resulting from, any delay in
paying,  stamp,  excise  and  other  taxes,  if  any,  that  may  be  payable  or  determined  to  be  payable  in
connection  with  the  execution  and  delivery  of,  or  consummation  or  administration  of,  any  of  the
transactions  contemplated  by,  or  any  amendment,  supplement  or  modification  of,  or  any  waiver  or
consent under or in respect of, this Agreement, the other Loan Documents and any such other documents,
(d) if any Event of Default shall have occurred, to pay or reimburse all reasonable
fees and expenses of a financial advisor engaged on behalf of, or for the benefit of, the Agents and the
Lenders accruing from and after the occurrence of such Event of Default,
(e) to  pay,  indemnify,  and  hold  each  Lender,  each  Agent,  their  advisors  and
affiliates  and  their  respective  officers,  directors,  trustees,  employees,  agents  and  controlling  persons
(each,  an  “Indemnitee”)  harmless  from  and  against  any  and  all  other  liabilities,  obligations,  losses,
damages,  penalties,  actions,  judgments,  suits,  costs,  expenses  or  disbursements  of  any  kind  or  nature
whatsoever with respect to the execution, delivery, enforcement, performance and administration of this
Agreement,  the  other  Loan  Documents  and  any  such  other  documents, including  any of the foregoing
relating to the use of proceeds of the Loans or the violation of, noncompliance with or liability under, any
Environmental Law with respect to the operations of Holdings, the Borrower, any of its Subsidiaries or
any  of  the  Properties,  including  the reasonable  fees and  expenses of  legal  counsel in  connection  with
claims, actions or proceedings by any Indemnitee against any Loan Party under any Loan Document, and
(f) to  pay,  indemnify,  and  hold  each  Indemnitee  harmless  from  and  against  any
actual or prospective claim, litigation, investigation or proceeding relating to any of the matters described
in  clauses  (a)  through  (d)  above,  whether  based  on  contract,  tort  or  any  other  theory  (including  any
investigation of, preparation for, or defense of any pending or threatened claim, investigation, litigation
or proceeding, and regardless of whether such claim, investigation, litigation or proceeding is brought by
any Loan Party, its directors, shareholders or creditors or an Indemnitee, whether or not any Indemnitee
is a party thereto and whether or not the Restatement Effective Date has occurred) and the reasonable
fees  and  expenses  of  legal  counsel  in  connection  with  any  such  claim,  litigation,  investigation  or
proceeding (all the foregoing in clauses (e) and (f), collectively, the “Indemnified Liabilities”), provided,
that  the  Borrower  shall  have  no  obligation  hereunder  to  any  Indemnitee  with  respect  to  Indemnified
Liabilities to the extent such Indemnified Liabilities are found by a final non-appealable decision of a
court  of  competent  jurisdiction  to  have  resulted  from  the  gross  negligence,  bad  faith  or  willful
misconduct of any Indemnitee.
All amounts due under this Section 10.5 shall be payable not later than 1530 days after written
demand therefor.  Statements payable by the Borrower pursuant to this Section 10.5 shall be submitted to
the  address  of  the  Borrower  set  forth  in  Section  10.2,  or  to  such  other  Person  or  address  as  may  be
hereafter designated by the Borrower in a written notice to the Administrative Agent.  The agreements in
this Section 10.5 shall survive the termination of the Loan Documents, repayment of the Loans and all
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	other amounts payable hereunder.  No indemnitee shall be liable for any damages arising from the use by
any person of information or other materials obtained through electronic, telecommunications or other
information  transmission  systems,  except  to  the  extent  arising  from  the  gross  negligence  or  willful
misconduct of such indemnitee as determined by a final non-appealable judgment of a court of competent
jurisdiction.
10.6. Successors and Assigns; Participations and Assignments.
(a) The provisions of this Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors and assigns permitted hereby (including any Affiliate
of the Issuing Lender that issues any Letter of Credit), except that (i) the Borrower may not assign or
otherwise  transfer  any  of  its  rights or  obligations hereunder  without  the  prior  written  consent  of  each
Lender (and any attempted assignment or transfer by the Borrower without such consent shall be null and
void),  (ii)  no  Lender  may  assign  or  otherwise  transfer  its  rights  or  obligations  hereunder  except  in
accordance with this Section and (iii) no assignments may be made to natural persons.  Nothing in this
Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties
hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in
subsection  (c) of this Section and, to the extent expressly contemplated hereby, the Related Parties of
each  of  the  Administrative  Agent,  the  Issuing  Lender  and  the  Lenders)  any  legal  or  equitable  right,
remedy or claim under or by reason of this Agreement.
(b) (i)  Subject to the conditions set forth in paragraph (b)(ii) below, any Lender may
assign to one or more assignees (each, an “Assignee”) all or a portion of its rights and obligations under
this Agreement (including all or a portion of its Commitments and the Loans at the time owing to it) with
the prior written consent of:
(A) the Borrower (such consent not to be unreasonably withheld or
delayed), provided that no consent of the Borrower shall be required for an assignment to
(I) a Lender, an affiliate of a Lender, an Approved Fund (as defined below), other than in
the case of any assignment of a Revolving Commitment, or (II) if an Event of Default
under Section 8.1(a) or (g) has occurred and is continuing, any other Person;
(B) the Administrative Agent (such consent not to be unreasonably
withheld  or  delayed),  provided  that  no  consent  of  the  Administrative  Agent  shall  be
required  for (I) an  assignment  of  all  or  any  portion  of  a  Term  Loan  to  a  Lender,  an
Affiliate  of  a  Lender  or  an  Approved  Fund  or  to  Holdings  or  any  of  its  Subsidiaries;
(provided that any assignment to Holdings or any of its Subsidiaries shall be subject to
the  requirements  of  Section  10.6(g))  or  (II)  an  assignment  of  all  or  any  portion  of  a
Revolving  Loan  or  Revolving  Commitment  to  a  Revolving  Lender,  an  Affiliate  of  a
Revolving Lender or an Approved Fund of a Revolving Lender; and
(C) in the case of an assignment of a Revolving Commitment (other
than a Revolving A Commitment) to a Lender that is not already a Revolving Lender,
each Issuing Lender (such consent not to be unreasonably withheld or delayed).
(ii) Assignments shall be subject to the following additional conditions:
(DA) except  in  the  case  of  an  assignment  of  the  entire  remaining
amount of the assigning Lender’s Revolving Commitments of any Class or Loans of any
Class, (x) the amount of the Commitments or Loans of the assigning Lender subject to
each such assignment (as of the trade date specified in the Assignment and Assumption
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	with respect to such assignment or, if no trade date is so specified, as of the date such
Assignment and Assumption is delivered to the Administrative Agent) shall not be less
than $5,000,000, in the case of the Revolving Facility ($1,000,000 if the Assignee is a
Lender, an affiliate of a Lender or an Approved Fund) or, $1,000,000 in the case of Term
Loans of any Class ($250,000 if the Assignee is a Lender, an affiliate of a Lender or an
Approved Fund) and (y) the Aggregate Exposure of such assigning Lender shall not fall
below $3,000,000 in the case of the Revolving Facility ($1,000,000 if the Assignee is a
Lender, an affiliate of a Lender or an Approved Fund) or $1,000,000 in the case of in the
case of Term Loans of any Class ($250,000 if the Assignee is a Lender, an affiliate of a
Lender  or  an  Approved  Fund),  unless,  in  each  case,  each  of  the  Borrower  and  the
Administrative  Agent  otherwise  consent  provided  that  (1)  no  such  consent  of  the
Borrower  shall  be  required  if  an  Event  of  Default  under  Section  8.1(a)  or  (g)  has
occurred and is continuing and (2) such amounts shall be aggregated in respect of each
Lender and its affiliates or Approved Funds, if any;
(EB) the  parties  to  each  assignment  shall  execute and  deliver  to  the
Administrative  Agent  an  Assignment  and  Assumption,  together  with  a  processing  and
recordation  fee  of  $3,500  (unless  otherwise  agreed  by  the  Administrative  Agent  in  its
sole discretion);
(FC) the  Assignee,  if  it  shall  not  be  a  Lender,  shall  deliver  to  the
Administrative Agent an administrative questionnaire in which the Assignee designates
one or more credit contacts to whom all syndicate-level information (which may contain
material non-public information about the Borrower and its Affiliates and their related
parties or their respective securities) will be made available and who may receive such
information  in  accordance  with  the  assignee’s  compliance  procedures  and  applicable
laws, including Federal and state securities laws;
(GD) Each  partial  assignment  shall  be  made  as  an  assignment  of  a
proportionate  part  of  all  the  assigning  Lender’s  rights  and  obligations  under  this
Agreement with respect to the Loans or the Commitment assigned, except that this clause
(D)  shall  not  (x)  apply  to  the  Swingline  Lender’s  rights  and  obligations  in  respect  of
Swingline Loans, (y) prohibit any Lender from assigning all or a portion of its rights and
obligations among separate Classes on a non-pro rata basis or (C) prohibit any Revolving
Lender from assigning all or portion of its Revolving Commitments of a given Class (and
a  proportionate  amount  of  all  Revolving Credit Extensions of  Credit thereunder)
separately from its Revolving Commitments of a different Class; and
(HE) In connection with any assignment of rights and obligations of
any Defaulting Lender hereunder, no such assignment shall be effective unless and until,
in addition to the other conditions thereto set forth herein, the parties to the assignment
shall make such additional payments to the Administrative Agent in an aggregate amount
sufficient,  upon  distribution  thereof  as  appropriate  (which  may  be  outright  payment,
purchases by the assignee of participations or subparticipations, or other compensating
actions,  including  funding,  with  the  consent  of  the  Borrower  and  the  Administrative
Agent, the applicable pro rata share of Loans previously requested but not funded by the
Defaulting  Lender,  to  each  of  which  the  applicable  assignee  and  assignor  hereby
irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by
such  Defaulting  Lender  to  the  Administrative  Agent  or  any  Lender  hereunder  (and
interest accrued thereon) and (y) acquire (and fund as appropriate) its full pro rata share
of all Loans and participations in Letters of Credit and Swingline Loans in accordance
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	with its Revolving Percentage in each of the foregoing.  Notwithstanding the foregoing,
in  the  event  that  any  assignment  of  rights  and  obligations  of  any  Defaulting  Lender
hereunder  shall  become  effective  under  applicable  Law  without  compliance  with  the
provisions of this paragraph, then the assignee of such interest shall be deemed to be a
Defaulting Lender for all purposes of this Agreement until such compliance occurs.
For the purposes of this Section 10.6, “Approved Fund” means any Person (other than a natural
person) that is engaged in making, purchasing, holding or investing in bank loans and similar extensions
of credit in the ordinary course and that is administered or managed by (a) a Lender, (b) an Affiliate of a
Lender or (c) an entity or an Affiliate of an entity that administers or manages a Lender.
(iii) Subject to acceptance and recording thereof pursuant to paragraph (b)(v)
below,  from  and  after  the  effective  date  specified  in  each  Assignment  and  Assumption  the
Assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such
Assignment and Assumption, have the rights and obligations of a Lender under this Agreement,
and  the  assigning  Lender  thereunder  shall,  to  the  extent  of  the  interest  assigned  by  such
Assignment and Assumption, be released from its obligations under this Agreement (and, in the
case  of  an  Assignment  and  Assumption  covering  all  of  the  assigning  Lender’s  rights  and
obligations under this Agreement, such Lender shall cease to be a party hereto but shall continue
to be entitled to the benefits of Sections 2.16, 2.17, 2.18 and 10.5).  Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this Section
10.6 shall be treated for purposes of this Agreement as a sale by such Lender of a participation in
such rights and obligations in accordance with paragraph (c) of this Section.
(iv) The  Administrative  Agent,  acting  for  this  purpose  as  an  agent  of  the
Borrower, shall maintain at one of its offices in the United States a copy of each Assignment and
Assumption delivered to it and a register for the recordation of the names and addresses of the
Lenders, and the Commitments of, and principal amount of the Loans and L/C Obligations owing
to, each Lender pursuant to the terms hereof from time to time (the “Register”).  The entries in
the  Register  shall  be  conclusive  absent  manifest  error,  and  the  Borrower,  the  Administrative
Agent, the Issuing Lender and the Lenders may treat each Person whose name is recorded in the
Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement,
notwithstanding notice to the contrary. The parties intend that all Advancesadvances will be at
all times maintained in “registered form” within the meaning of Section 163(f), Section 165(j),
Section 871(h)(2), Section 881(c)(2) and Section 4701 of the Code and any related United States
Treasury regulationsRegulations (or any other relevant or successor provisions of the Code or of
such United States Treasury regulationsRegulations).
(v) Upon  its  receipt  of  a  duly  completed  Assignment  and  Assumption
executed  by  an  assigning  Lender  and  an  Assignee,  the  Assignee’s  completed  administrative
questionnaire  (unless  the  Assignee  shall  already  be  a  Lender  hereunder),  the  processing  and
recordation  fee  referred  to  in  paragraph  (b)  of  this  Section  and  any  written  consent  to  such
assignment required by paragraph (b) of this Section, the Administrative Agent shall accept such
Assignment and Assumption and record the information contained therein in the Register.  No
assignment shall be effective for purposes of this Agreement unless it has been recorded in the
Register as provided in this paragraph.
(c) (i)  Any Lender may, without the consent of the Borrower or the Administrative
Agent,  sell  participations  to  one  or  more  banks  or  other  entities  (other  than  a  natural  person)  (a
 “Participant”) in all or a portion of such Lender’s rights and obligations under this Agreement (including
all  or  a  portion  of  its  Commitments  and  the  Loans  owing  to  it);  provided  that  (A)  such  Lender’s
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	obligations  under  this  Agreement  shall  remain  unchanged,  (B)  such  Lender  shall  remain  solely
responsible to the other parties hereto for the performance of such obligations and (C) the Borrower, the
Administrative Agent, the Issuing Lender and the other Lenders shall continue to deal solely and directly
with such Lender in connection with such Lender’s rights and obligations under this Agreement.  Any
agreement  pursuant  to  which  a  Lender  sells  such  a  participation  shall  provide  that  such  Lender  shall
retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of
any provision of this Agreement; provided that such agreement may provide that such Lender will not,
without the consent of the Participant, agree to any amendment, modification or waiver that (1) requires
the consent of each Lender directly affected thereby pursuant to the proviso to the second sentence of
Section 10.1 and (2) directly affects such Participant.  Subject to paragraph (c)(ii) of this Section, the
Borrower agrees that each Participant shall be entitled to the benefits of Sections 2.16, 2.17, 2.18 and
10.5 to the same extent as if it were a Lender and had acquired its interest by assignment pursuant to
paragraph (b) of this Section.  To the extent permitted by law, each Participant also shall be entitled to
the benefits of Section 10.7(b) as though it were a Lender, provided such Participant shall be subject to
Section 10.7(a) as though it were a Lender.  Each Lender that sells a participation shall, acting solely for
this purpose as  a non-fiduciary agent of the Borrower, maintain a register on which it enters the name
and  address  of  each  Participant  and  the  principal  amounts  (and  stated  interest)  of  each  Participant’s
interest  in  the  Loans  or  other  obligations  under  the  Loan  Documents  (the  “Participant  Register”);
provided  that  no  Lender  shall  have  any  obligation  to  disclose  all  or  any  portion  of  the  Participant
Register (including the identity of any Participant or any information relating to a Participant’s interest in
any  commitments,  loans,  letters  of  credit  or  its  other  obligations  under  any  Loan  Document)  to  any
Person  except  to  the  extent that  such disclosure  is  necessary  to  establish  that such commitment, loan,
letter of credit or other obligation is in registered form under Section 5f.103-1(c) of the United States
Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error,
and such Lender shall treat each Person whose name is recorded in the Participant Register as the owner
of such participation for all purposes of this Agreement notwithstanding any notice to the contrary.  For
the avoidance of doubt, the Administrative Agent (in its capacity as Administrative Agent) shall have no
responsibility for maintaining a Participant Register.
(ii)   A Participant shall not be entitled to receive any greater payment under
Section 2.16 or 2.17 than the applicable Lender would have been entitled to receive with respect
to the participation sold to such Participant, unlessexcept to the extent such entitlement to receive
a  greater  payment  results  from a  Change  in Law that occurs after the Participant acquired the
applicable  participation  or  the  sale  of  the  participation  to  such  Participant  is  made  with  the
Borrower’s prior written consent.  Any Participant that is a Non-U.S. Lender shall not be entitled
to the benefits of Section 2.17 unless such Participant complies with Section 2.17(d).
(d) Any  Lender  may,  without  the  consent  of  the  Borrower  or  the  Administrative
Agent,  at  any  time  pledge  or  assign  a  security  interest  in  all  or  any  portion  of  its  rights  under  this
Agreement  to  secure  obligations  of  such  Lender,  including  any  pledge  or  assignment  to  secure
obligations to a Federal Reserve Bank or any central bank having jurisdiction over such Lender, and this
Section  shall  not  apply to any such pledge or assignment of a security interest; provided that no such
pledge or assignment of a security interest shall release a Lender from any of its obligations hereunder or
substitute any such pledgee or Assignee for such Lender as a party hereto.
(e) The  Borrower,  at  the  Borrower’s  sole  expense,  upon  receipt  of  written  notice
from the relevant Lender, agrees to issue Notes to any Lender requiring Notes to facilitate transactions of
the type described in paragraph (d) above.
(f) Notwithstanding the foregoing, any Conduit Lender may assign any or all of the
Loans it may have funded hereunder to its designating Lender without the consent of the Borrower or the
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	Administrative  Agent  and  without  regard  to  the  limitations  set  forth  in  Section  10.6(b).    Each  of
Holdings,  the  Borrower,  each  Lender  and  the  Administrative  Agent  hereby  confirms  that  it  will  not
institute against a Conduit Lender or join any other Person in instituting against a Conduit Lender any
bankruptcy,  reorganization,  arrangement,  insolvency  or  liquidation  proceeding  under  any  state
bankruptcy  or  similar  law,  for  one  year  and  one  day  after  the  payment  in  full  of  the  latest  maturing
commercial paper note issued by such Conduit Lender; provided, however, that each Lender designating
any Conduit Lender hereby agrees to indemnify, save and hold harmless each other party hereto for any
loss,  cost,  damage  or  expense  arising  out  of  its  inability  to  institute  such  a  proceeding  against  such
Conduit Lender during such period of forbearance.
(g) Notwithstanding anything to the contrary herein, any Lender may assign all or
any portion of its Term Loans (but not Commitments) to Holdings or any of its Subsidiaries, but only if:
(i) no Default has occurred and is continuing or would result therefrom and,
immediately  after  giving  effect  to  such  Offered  Voluntary  Prepayment,  Available  Liquidity
would not be less than $250,000,000;(ii)the  assignment agreement  relating  to  such  Term  Loans
shall (i) identify Holdings or the applicable Subsidiary as an Affiliate of the Borrower and (ii)
contain a customary “big boy” representation by the assignee and waiver by the assignee of any
right to make any claim against the Administrative Agent in connection with such assignment;
and
(iiiii) any such Term Loans shall be automatically and permanently cancelled
immediately upon acquisition thereof by Holdings or any of its Subsidiaries.
10.7. Adjustments; Setoff.
(a) Except to the extent that this Agreement expressly provides for payments to be
allocated  to  a  particular  Lender  or  to  the  Lenders  of  a  particular  Class,  if  any  Lender  (a  “Benefited
Lender”) shall receive any payment of all or part of the amounts owing to it hereunder, or receive any
collateral  in  respect  thereof  (whether  voluntarily  or  involuntarily,  by  set-off,  pursuant  to  events  or
proceedings of the nature referred to in Section 8(e), or otherwise), in a greater proportion than any such
payment to or collateral received by any other Lender, if any, in respect of the amounts owing to such
other  Lender  hereunder,  such  Benefited  Lender  shall  purchase  for  cash  from  the  other  Lenders  a
participating interest in such portion of the amounts owing to each such other Lender hereunder, or shall
provide such other Lenders with the benefits of any such collateral, as shall be necessary to cause such
Benefited  Lender  to  share  the  excess  payment  or  benefits  of  such  collateral  ratably  with  each  of  the
Lenders; provided, however, that if all or any portion of such excess payment or benefits is thereafter
recovered  from  such  Benefited  Lender,  such  purchase  shall  be  rescinded,  and  the  purchase  price  and
benefits returned, to the extent of such recovery, but without interest.
(b) In  addition  to  any  rights  and  remedies  of  the  Lenders  provided  by  law,  each
Lender  shall  have  the  right,  without  prior  notice  to  Holdings  or  the  Borrower,  any  such  notice  being
expressly  waived  by  Holdings  and  the  Borrower  to  the  extent  permitted  by  applicable  law,  upon  any
amount  becoming  due  and  payable  by  Holdings  or  the  Borrower  hereunder  (whether  at  the  stated
maturity, by acceleration or otherwise), to set off and appropriate and apply against such amount any and
all deposits (general or special, time or demand, provisional or final, other than those deposits held on a
Loan Party’s behalf composed of amounts held as payroll and taxes due thereon), in any currency, and
any  other  credits,  indebtedness  or  claims,  in  any  currency,  in  each  case  whether  direct  or  indirect,
absolute or contingent, matured or unmatured, at any time held or owing by such Lender or any branch or
agency thereof to or for the credit or the account of Holdings or the Borrower, as the case may be.  Each
Lender agrees promptly to notify the Borrower and the Administrative Agent after any such setoff and
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	application made by such Lender, provided that the failure to give such notice shall not affect the validity
of such setoff and application.
10.8. Counterparts.   This  Agreement  may be  executed  by one or  more  of  the  parties  to  this
Agreement on any number of separate counterparts, and all of said counterparts taken together shall be
deemed  to  constitute  one  and  the  same  instrument.    Delivery  of  an  executed  signature  page  of  this
Agreement  or  any  other  document  executed  in  connection  herewith  by  facsimile  or  electronic
transmission shall be effective as physical delivery of an original executed counterpart hereof, including
the electronic matching of assignment terms and contract formations on electronic platforms approved by
the Administrative Agent.  A set of the copies of this Agreement signed by all the parties shall be lodged
with the Borrower and the Administrative Agent.
10.9. Severability.  Any provision of this Agreement that is prohibited or unenforceable in any
jurisdiction  shall,  as  to  such  jurisdiction,  be  ineffective  to  the  extent  of  such  prohibition  or
unenforceability  without  invalidating  the  remaining  provisions  hereof,  and  any  such  prohibition  or
unenforceability  in  any jurisdiction  shall not invalidate  or render  unenforceable  such  provision  in any
other jurisdiction.
10.10. Integration.  This Agreement and the other Loan Documents represent the agreement of
Holdings, the Borrower, the Agents and the Lenders with respect to the subject matter hereof, and there
are no promises, undertakings, representations or warranties by any Agent or any Lender relative to the
subject matter hereof not expressly set forth or referred to herein or in the other Loan Documents.
10.11. GOVERNING LAW.  This Agreement and the rights and obligations of the parties under
this Agreement shall be governed by, and construed and interpreted in accordance with, the law of the
State of New York.
10.12. Submission  to  Jurisdiction;  Waivers.    Each  of  Holdings  and  the  Borrower  hereby
irrevocably and unconditionally:
(a) submits for itself and its property in any legal action or proceeding relating to
this Agreement and the other Loan Documents to which it is a party, or for recognition and enforcement
of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of New
York located in the County of New York, the courts of the United States for the Southern District of New
York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts and
waives any objection that it may now or hereafter have to the venue of any such action or proceeding in
any such court or that such action or proceeding was brought in an inconvenient court and agrees not to
plead or claim the same;
(c) agrees that service of process in any such action or proceeding may be effected
by  mailing  a  copy  thereof  by  registered  or  certified  mail  (or  any  substantially  similar  form  of  mail),
postage prepaid, to Holdings or the Borrower, as the case may be at its address set forth in Section 10.2
or at such other address of which the Administrative Agent shall have been notified pursuant thereto;
(d) agrees that nothing herein shall affect the right to effect service of process in any
other manner permitted by law or shall limit the right to sue in any other jurisdiction; and
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	(e) waives, to the maximum extent not prohibited by law, any right it may have to
claim  or  recover  in  any  legal  action  or  proceeding  referred  to  in  this  Section  any  special,  exemplary,
punitive or consequential damages.
10.13. Acknowledgments.
Each of Holdings and the Borrower hereby acknowledges that:
(a) it has been advised by counsel in the negotiation, execution and delivery of this
Agreement and the other Loan Documents;
(b) neither any Agent nor any Lender has any fiduciary relationship with or duty to
Holdings or the Borrower arising out of or in connection with this Agreement or any of the other Loan
Documents, and the relationship between the Agents and Lenders, on one hand, and Holdings and the
Borrower, on the other hand, in connection herewith or therewith is solely that of debtor and creditor;
(c) no joint venture is created hereby or by the other Loan Documents or otherwise
exists by  virtue  of  the transactions  contemplated hereby among the Agents and the Lenders or among
Holdings the Borrower and the Agents and the Lenders; and
(d) the  Lenders  and  their affiliates  may  have  economic interests that conflict with
those of the Borrower.
10.14. Release of Guarantees and Liens.
(a) The  Liens  created  by  the  Guarantee  and  Collateral  Agreement  shall
automatically be released (i) to the extent necessary to permit consummation of any disposition of such
Collateral  (other  than  a  disposition  to  the  Borrower  or  any  Guarantor)  not  prohibited  by  any  Loan
Document, (ii)  that has been consented to in accordance with Section 10.1, (iii) consisting of assets of
any Subsidiary Guarantor that is to be released from its obligations under the Guarantee and Collateral
Agreement  as  provided  below  or  (iv)  under  the  circumstances  described  in  paragraph  (b)  below.    In
addition, notwithstanding anything to the contrary contained herein or in any other Loan Document, the
Administrative Agent is hereby irrevocably authorized by each Lender (without requirement of notice to
or consent of any Lender except as expressly required by Section 10.1) and, subject to the Administrative
Agent’s  receipt  of  a  certification  by  the  Borrower  and  applicable  Guarantor  as  to  such  other  matters
relating to such release as the Administrative Agent may reasonably request, is required to promptly take
any further action (without recourse or warranty) reasonably requested by the Borrower to evidence the
release of any Collateral as set forth above.  Additionally, any Subsidiary Guarantor shall automatically
be  released  from  its  obligations  under  the  Guarantee  and  Collateral  Agreement  (x)  upon  the
consummation  of  any  transaction  not  prohibited  by  this  Agreement  that  results  in  such  Subsidiary
Guarantor  ceasing  to  be  a  Subsidiary  of  the  Borrower  (including,  for  the  avoidance  of  doubt,  any
designation of a Subsidiary as a Non-Recourse Subsidiary hereunder), (y) so long as no Event of Default
has occurred and is continuing or would result therefrom, at the Borrower’s option by written notice to
the Administrative Agent, so long as such Subsidiary is a De Minimis Subsidiary and, after giving effect
to such release, the threshold set forth in the proviso to the definition of “De Minimis Subsidiary” would
not be exceeded and, (z) at the Borrower’s option by written notice to the Administrative Agent, if such
Subsidiary becomes a Specified Excluded Subsidiary.  Any such evidence of release of Collateral may be
documented pursuant to a Release or such other documentation as shall be reasonably acceptable to the
Administrative Agent.
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	(b) At the Discharge Date, the Collateral shall be released from the Liens created by
the Guarantee and Collateral Agreement, and the Guarantee and Collateral Agreement and all obligations
(other  than  those  expressly  stated  to  survive  such  termination)  of  the  Administrative  Agent  and  each
Loan  Party under  the Guarantee and Collateral Agreement shall terminate, all without delivery of any
instrument or performance of any act by any Person.
10.15. Confidentiality.  Each Agent and each Lender agrees to keep confidential all non-public
information provided to it by any Loan Party pursuant to this Agreement that is designated by such Loan
Party as confidential; provided that nothing herein shall prevent any Agent or any Lender from disclosing
any such information (a) to any Agent, any Lender or any affiliate of any Lender or any Approved Fund,
(b) to any Transferee or prospective Transferee that agrees to comply with the provisions of this Section,
(c) to its employees, directors, agents, attorneys, accountants and other professional advisors or those of
any  of  its  affiliates  who  have  a  need  to  know,  (d)  upon  the  request  or  demand  of  any  Governmental
Authority or at the request of any self-regulatory body, (e) in response to any order of any court or other
Governmental  Authority  or  as  may  otherwise  be  required  pursuant  to  any  Requirement  of  Law,  (f)  if
requested or required to do so in connection with any litigation or similar proceeding, (g) that has been
publicly  disclosed,  (h)  to  any  nationally  recognized  rating  agency  that  requires  access  to  information
about a Lender’s investment portfolio in connection with ratings issued with respect to such Lender, (i)
in connection with the exercise of any remedy hereunder or under any other Loan Document, (j) to any
creditor or direct or indirect contractual counterparty in swap agreements or such creditor or contractual
counterparty’s professional advisor (so long as such contractual counterparty or professional advisor to
such contractual counterparty agrees to be bound by the provisions of this Section 10.15), (k) to a Person
that  is an investor or prospective investor in a Securitization that agrees that its access to information
regarding  the  Borrower  and  the  Loans  is  solely  for  purposes  of  evaluating  an  investment  in  such
Securitization (so long as such Person agrees to be bound by the provisions of this Section 10.15), (l) to a
Person that is a trustee, collateral manager, servicer, noteholder or secured party in a Securitization in
connection with the administration, servicing and reporting on the assets serving as collateral for such
Securitization (so long as such Person agrees to be bound by the provisions of this Section 10.15), (m) to
any market data collector or (mn) with such Loan Party’s prior written consent.
Each  Lender  acknowledges  that  information  furnished  to  it  pursuant  to  this  Agreement  or  the
other  Loan  Documents  may  include  material  non-public  information  concerning  the  Borrower  and  its
Affiliates  and  their  related  parties  or  their  respective  securities,  and  confirms  that  it  has  developed
compliance procedures regarding the use of material non-public information and that it will handle such
material  non-public  information  in  accordance  with  those  procedures  and  applicable  law,  including
Federal and state securities laws.
All information, including requests for waivers and amendments, furnished by the Borrower or
the Administrative Agent pursuant to, or in the course of administering, this Agreement or the other Loan
Documents  will  be  syndicate-level  information,  which  may  contain  material  non-public  information
about the Borrower and its Affiliates and their related parties or their respective securities.  Accordingly,
each  Lender  represents  to  the  Borrower  and  the  Administrative  Agent  that  it  has  identified  in  its
administrative  questionnaire  a  credit  contact  who  may  receive  information  that  may  contain  material
non-public  information  in  accordance  with  its  compliance  procedures  and  applicable  law,  including
Federal and state securities laws.
10.16. WAIVERS  OF  JURY  TRIAL.    Holdings,  the  Borrower,  the  Agents  and  the  Lenders
hereby irrevocably and unconditionally waive trial by jury in any legal action or proceeding relating to
this Agreement or any other Loan Document and for any counterclaim therein.
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	10.17. Electronic  Execution  of  Assignments  and  Certain  Other  Documents.    The  words
 “execution,” “execute,” “signed,” “signature,” and words of like import in or related to any document to
be signed in connection with this Agreement and the transactions contemplated hereby shall be deemed
to include electronic signatures, the electronic matching of assignment terms and contract formations on
electronic platforms approved by the Administrative Agent, or the keeping of records in electronic form,
each  of  which  shall  be  of  the  same  legal  effect,  validity  or  enforceability  as  a  manually  executed
signature  or the use of a paper-based record keeping system, as the case may be, to the extent and as
provided for in any applicable law, including the Federal Electronic Signatures in Global and National
Commerce Act, the New York State, Electronic Signatures and Records Act, or any other similar state
laws  based  on  the  Uniform  Electronic  Transactions  Act;  provided  that  notwithstanding  anything
contained  herein  to  the  contrary  the  Administrative  Agent  is  under  no  obligation  to  agree  to  accept
electronic signatures in any form or in any format unless expressly agreed to by the Administrative Agent
pursuant to procedures approved by it.
10.18. USA  Patriot  Act;  Beneficial  Ownership  Regulation.    Each  Lender  hereby  notifies  the
Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed
into law October 26, 2001)) (the “Patriot Act”) and the Beneficial Ownership Regulation, it is required to
obtain, verify and record information that identifies the Borrower, which information includes the name
and address of the Borrower and other information that will allow such Lender to identify the Borrower
in accordance with the Patriot Act and the Beneficial Ownership Regulation.
10.19. EU Bail-In Provisions10.19. Affected  Financial  Institutions.   NotwithstandingSolely
to  the  extent  any  Lender  or  Issuing  Lender  that  is  an  Affected  Financial  Institution  is  a  party  to  this
Agreement and notwithstanding anything to the contrary in this Agreement or any other Loan Document
or  in  any  other  agreement,  arrangement  or  understanding  among  any  such  parties,  each  party  hereto
acknowledges  that  any  liability  of  any  Lender or  Issuing  Lender that  is  an EEAAffected  Financial
Institution arising under any Loan Document, to the extent such liability is unsecured, may be subject to
the write-down and conversion powers of an EEAWrite-Down and Conversion Powers of the applicable
Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:
(a) the  application  of  any  Write-Down  and  Conversion  Powers  by an  EEAthe
applicable Resolution Authority to any such liabilities arising hereunder which may be payable to it by
any Lender or Issuing Lender that is an EEAAffected Financial Institution; and
(b) the effects of any Bail-in Action on any such liability, including, if applicable:
(i) a reduction in full or in part or cancellation of any such liability;
(ii) a  conversion  of  all,  or  a  portion  of,  such  liability  into  shares  or  other
instruments of ownership in such EEAAffected Financial Institution, its parent undertaking, or a
bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any
such liability under this Agreement or any other Loan Document; or
(iii) the  variation  of  the  terms  of  such  liability  in  connection  with  the
exercise of the write-down and conversion powers of any EEA Resolution Authority.
10.20. Intercreditor Agreements.
(a) Each  Lender  (and,  by  its  acceptance  of  the  benefits  of  the  Guarantee  and
Collateral Agreement, each other Secured Party) hereunder agrees that it will be bound by and will take
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	no actions contrary to the provisions of a First Lien Intercreditor Agreement and any other intercreditor
agreement  specifically  contemplated  by  this  Agreement  and  (iii)  authorizes  and  instructs  the
Administrative Agent to enter into a First Lien Intercreditor Agreement, in each case as Administrative
Agent and on behalf of such Lender or other Secured Party.
(b) Each Lender authorizes the Administrative Agent to enter into any amendment
or supplement to a First Lien Intercreditor Agreement and any other intercreditor agreement specifically
contemplated  by  this  Agreement  (i)  in  order  to  include  appropriately  the  holders  of  the  secured
Indebtedness secured by a Lien permitted by this Agreement on the basis described herein or (ii) that is
otherwise consented to by the Required Lenders.
10.21. Acknowledgement  Regarding  Any  Supported  QFCs.    To  the  extent  that  the  Loan
Documents  provide  support,  through  a  guarantee  or  otherwise,  for  Hedge  Agreements  or  any  other
agreement  or  instrument  that  is  a  QFC  (such  support,  “QFC  Credit  Support”  and  each  such  QFC  a
 “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of
the Federal Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the
Dodd-Frank  Wall  Street  Reform  and  Consumer  Protection  Act  (together  with  the  regulations
promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of such Supported QFC and
QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and
any Supported QFC may in fact be stated to be governed by the laws of the State of New York and/or of
the United States or any other state of the United States):
(a) In the event a Covered Entity that is party to a Supported QFC (each, a “Covered
Party”) becomes subject to a proceeding under a U.S. Special Resolution Regime, the transfer of such
Supported QFC and the benefit of such QFC Credit Support (and any interest and obligation in or under
such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported
QFC or such QFC Credit Support) from such Covered Party will be effective to the same extent as the
transfer would be effective under the U.S. Special Resolution Regime if the Supported QFC and such
QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws
of the United States or a state of the United States.  In the event a Covered Party or a BHC Act Affiliate
of a Covered Party becomes subject to a proceeding under a U.S. Special Resolution Regime, Default
Rights under the Loan Documents that might otherwise apply to such Supported QFC or any QFC Credit
Support  that  may  be exercised against such Covered Party are permitted to be exercised to no greater
extent  than  such  Default  Rights  could  be  exercised  under  the  U.S.  Special  Resolution  Regime  if  the
Supported QFC and the Loan Documents were governed by the laws of the United States or a state of the
United States.  Without limitation of the foregoing, it is understood and agreed that rights and remedies
of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party
with respect to a Supported QFC or any QFC Credit Support.
(b) As used in this Section 10.21, the following terms have the following meanings:
 “BHC  Act  Affiliate”  of  a  party  means  an  “affiliate”  (as  such  term  is  defined
under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of such party.
 “Covered Entity” means any of the following:
(i. ) a “covered entity” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 252.82(b);
(ii.) a “covered bank” as that term is defined in, and interpreted in accordance with,
12 C.F.R. § 47.3(b); or
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	(iii. ) a “covered FSI” as that term is defined in, and interpreted in accordance with, 12
C.F.R. § 382.2(b).
 “Default  Right” has  the  meaning  assigned  to  that  term  in,  and  shall  be
interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or 382.1, as applicable.
 “QFC” has the meaning assigned to the term “qualified financial contract” in,
and shall be interpreted in accordance with, 12 U.S.C. 5390(c)(8)(D).
10.22. Lender Action. Each Lender other than a Term B-1 Lender or Term B-2 Lender agrees
that it shall not take or institute any actions or proceedings, judicial or otherwise, for any right or remedy
against any Loan Party under any of the Loan Documents (including the exercise of any right of setoff,
rights  on  account  of  any  banker’s  lien  or  similar  claim),  or  institute  any  actions  or  proceedings,  or
otherwise commence any remedial procedures, with respect to any Collateral or any other property of any
such Loan Party, without the prior written consent of the Administrative Agent.
10.23. Interest  Rate  Limitation.  Notwithstanding  anything  to  the  contrary  contained  in  any
Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the
maximum  rate  of  non-usurious  interest  permitted  by  Applicable  Law  (the “Maximum  Rate”).  If  the
Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate,
the excess interest shall be applied to the principal of the Loans without prepayment premium or penalty
(notwithstanding anything in the Loan Documents to the contrary) or, if it exceeds such unpaid principal,
refunded to the Borrower. In determining whether the interest contracted for, charged, or received by the
Administrative Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted
by  Applicable  Law,  (a) characterize any payment that is not principal as an expense, fee, or premium
rather than interest, (b) exclude voluntary prepayments and the effects thereof, and (c) amortize, prorate,
allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated
term of the Obligations hereunder.
-141-





	
	EXHIBIT BD
AMENDED AND RESTATED
GUARANTEE AND COLLATERAL AGREEMENT
made by
CCO HOLDINGS, LLC
CHARTER COMMUNICATIONS OPERATING, LLC,
certain of its Subsidiaries,
and
BANK OF AMERICA, N.A.,
as Administrative Agent
Dated as of March 18, 1999,
as amended and restated as of March 6, 2007
as amended and restated as of March 31, 2010
as Amended amended and Restated restated as of May 18, 2016
as amended and restated as of May 26, 2022





	
	TABLE OF CONTENTS
Page
SECTION 1.  DEFINED TERMS 12
1.1 . Definitions . 12
1.2 . Other Definitional Provisions . 89
SECTION 2.  GUARANTEE 9
2.1 . Guarantee 9
2.2 . Right of Contribution 10
2.3 . No Subrogation 10 11
2.4 . Amendments, etc .  with respect to the Guaranteed Obligations 10 11
2.5 . Guarantee Absolute and Unconditional 11
2.6 . Reinstatement 12
2.7 . Payments 12 13
2.8 . Keepwell 12 13
SECTION 3.  GRANT OF SECURITY INTEREST 12 13
SECTION 4.  CERTIFICATED INTERESTS 14 16
4.1 . Pledged Partnership Interests 14 16
4.2 . Pledged LLC Interests 14 16
SECTION 5.  REPRESENTATIONS AND WARRANTIES 14 16
5.1 . Title; No Other Liens 14 16
5.2 . Perfected First Priority Liens 14 16
5.3 . Jurisdiction of Organization 14 17
5.4 . Pledged Securities 15 17
SECTION 6.  COVENANTS 15 17
6.1 . Delivery of Instruments, Certificated Securities and Chattel Paper 15 17
6.2 . Insurance 15 [Intentionally Omitted] 18
6.3 . Maintenance of Perfected Security Interest; Further Documentation 16 18
6.4 . Changes in Locations, Name, etc . 16 18
6.5 . Pledged Securities 16 18
SECTION 7.  REMEDIAL PROVISIONS 18 19
7.1 . Investment Property 18 19
7.2 . Proceeds to be Turned Over to Administrative Agent 19 20
7.3 . Application of Proceeds 19 21
7.4 . Code and Other Remedies 20 22
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	7.5 . Registration Rights 21 [Intentionally Omitted] 22
7.6 . Deficiency 22
7.7 . Certain Matters Relating to Pledged Receivables 22 23
7.8 . Communications with Obligors; Grantors Remain Liable 22 23
SECTION 8.  THE ADMINISTRATIVE AGENT 23 24
8.1 . Administrative Agent’s Appointment as Attorney-in-Fact, etc . 23 24
8.2 . Duty of Administrative Agent 25 26
8.3 . Financing Statements 25 26
8.4 . Authority of Administrative Agent 26
SECTION 9.  MISCELLANEOUS 26 27
9.1 . Amendments in Writing 26 27
9.2 . Notices 26 27
9.3 . No Waiver by Course of Conduct; Cumulative Remedies 26 27
9.4 . Enforcement Expenses; Indemnification 26 27
9.5 . Successors and Assigns 27 28
9.6 . Set-Off 27 28
9.7 . Counterparts 28
9.8 . Severability 28 29
9.9 . Governmental Approvals 28 29
9.10 . Section Headings 30 31
9.11 . Integration 30 31
9.12 . GOVERNING LAW 30 31
9.13 . Submission To Jurisdiction; Waivers 30 31
9.14 . Acknowledgments 31
9.15 . Additional Grantors; Release 31 32
9.16 . Successor Administrative Agent 32
9.17 . WAIVER OF JURY TRIAL 32 33
9.18 . Intercreditor Agreement 32 33
SECTION 10.  EQUAL AND RATABLE SECURITY 32 33
10.1 . Equal and Ratable Security 32 33
10.2 . Limitation on Administrative Agent’s Responsibilities with Respect to Holders of
Equally and Ratably Secured Notes Obligations 33
SCHEDULES
Schedule 1 Notice Addresses
Schedule 2 Pledged Securities
Schedule 3 Perfection Matters
Schedule 4 Jurisdictions of Organization
Schedule 5 Intellectual Property
- 2-





	
	Schedule 6  List of Subsidiary Guarantors
- 3-





	
	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, as
amended and restated as of March 31, 2010, and as further as amended and restated as of May 18,
2016 , and as further amended and restated as of May 26, 2022,  made by CHARTER
COMMUNICATIONS OPERATING, LLC (the “Borrower ”), CCO HOLDINGS, LLC
(“Holdings ”) and certain subsidiaries of the Borrower listed on the signature pages to the
Restatement Agreement (as defined below) Amendment No. 2 (together with the Borrower and
any other entity that may become a party hereto as provided herein, but excluding Holdings, the
 “Grantors ”), in favor of BANK OF AMERICA, 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 April 26, 2019, as amended by Amendment No.
1 on October 24, 2019 and as amended by Amendment No. 2 on May 18 26 , 2016 2022 (as
further amended, supplemented, restated or otherwise modified from time to time, the “Credit
Agreement ”), among the Borrower, Holdings, the Lenders, the Administrative Agent and the
other parties party thereto.
W I T N E S S E T H:
WHEREAS, certain of the Grantors and the Administrative Agent have entered
into a Guarantee and Collateral Agreement dated as of March 18, 1999, as amended and restated
as of March 6, 2007, as amended and restated as of March 31, 2010 ( , as amended and restated
as of May 18, 2016 and as further amended, restated supplemented or otherwise modified from
time to time prior to the date hereof , (the “Existing Guarantee and Collateral Agreement ”), in
favor of the Administrative Agent;
WHEREAS, pursuant to Section 10.2 10.1 of the Credit Agreement the Required
Lenders, the Administrative Agent, the Borrower, Holdings and the Grantors party hereto desire
to amend and restate the Existing Guarantee and Collateral Agreement;
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 party thereto outstanding thereunder;
NOW, THEREFORE, in consideration of the above premises, the parties hereto
hereby agree that 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:
 “2016 Restatement Date”: May 18, 2016.
 “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 New York; provided , however , that, at any time, if by reason of mandatory
provisions of law, any or all of the perfection or priority of the Administrative Agent’s, the
Secured Parties’ and the holders of Equally and Ratably Secured Notes Obligations security
interest in any item or portion of the Collateral is governed by the Uniform Commercial Code as
in effect in a jurisdiction other than the State of New York, the term “Applicable UCC ” shall
mean the Uniform Commercial Code as in effect, at such time, in such other jurisdiction for
purposes of the provisions hereof relating to such perfection or priority and for purposes of
definitions relating to such provisions.
 “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 or, in the case of Specified Hedge Agreements or Specified Cash Agreements or
Non-Facility Letters of Credit , of any Subsidiary 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, any Qualified Counterparty, or, in the case of any Specified Hedge Agreement or
Specified Cash Management Agreement , any Affiliate of any Lender and any former Lender or
former Affiliate of Lender to the extent provided in the definition of “Specified Hedge
Agreement” or “Specified Cash Management Agreement” in the Credit Agreement or any Non-
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	Facility Letter of Credit, any Qualified Counterparty ), 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); provided that, for the avoidance of
doubt, Borrower Obligations shall not include any Obligations of the Borrower in respect of the
Equally and Ratably Secured Notes Obligations.
 “CATV Franchise”:  collectively, with respect to the Borrower and its
Subsidiaries, (a) any franchise, license, permit, wire agreement or easement granted by any
political jurisdiction or unit or other local, state or federal franchising authority (other than
licenses, permits and easements not material to the operations of a CATV System) pursuant to
which such Person has the right or license to operate a CATV System and (b) any law,
regulation, ordinance, agreement or other instrument or document setting forth all or any part of
the terms of any franchise, license, permit, wire agreement or easement described in clause (a) of
this definition.
 “CATV System”:  any cable distribution system owned or acquired by the
Borrower or any of its Subsidiaries which receives audio, video, digital, other broadcast signals
or information or telecommunications by cable, optical, antennae, microwave or satellite
transmission and which amplifies and transmits such signals to customers of the Borrower or any
of its Subsidiaries.
 “FCC”:  the Federal Communications Commission and any successor thereto.
 “FCC License”:  any community antenna relay service, broadcast auxiliary
license, earth station registration, business radio, microwave or special safety radio service
license issued by the FCC pursuant to the Communications Act of 1934, as amended.
 “Collateral ”: as defined in Section 3.
 “Collateral Account ”: any collateral account established by the Administrative
Agent as provided in Section 7.2.
 “Commodity Exchange Act ”: The Commodity Exchange Act (7 U.S.C.§1 et seq.),
as amended from time to time, and any successor statute.
 “Co-Owned TWC IP ” means any Patent or Trademark that is jointly owned on
the Restatement Effective Date by TWC and or one or more other Grantors, on the one hand, and
by a Person that is not a member of the Charter Group, on the other hand; provided that in the
event any such Patent or Trademark ceases to be jointly owned by a Person that is not a member
of the Charter Group, such Patent or Trademark shall cease to constitute “Co-Owned TWC IP.”
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	“Discharge Date ”: as defined in Section 6.
 “Equally and Ratably Secured Notes ”: the TWC Notes and the TWCE Notes.
 “Equally and Ratably Secured Notes Obligations ”: the collective reference to the
unpaid principal of and interest on the Equally and Ratably Secured Notes and all other
obligations and liabilities of TWC and TWCE (including, without limitation, any and all interest
accruing at the then applicable rate provided in the indentures governing the Equally and Ratably
Secured Notes after the maturity of the Equally and Ratably Secured Notes and interest accruing
at the then applicable rate provided in such indentures after the filing of any petition in
bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating
to TWC or TWCE, whether or not a claim for post-filing or post-petition interest is allowed in
such proceeding) to any holder of the Equally and Ratably Secured Notes, 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, any indenture governing the Equally and
Ratably Secured Notes or any other document made, delivered or given in connection with any
of the foregoing, in each case whether on account of principal, interest, fees, indemnities, costs,
expenses or otherwise.
 “Excluded Swap Obligation ”: with respect to any Guarantor, any Swap
Obligation if, and to the extent that, all or a portion of the Guarantee of such Guarantor, or the
grant by such Guarantor of a security interest to secure, such Swap Obligation (or any Guarantee
thereof) is or becomes illegal or unlawful under the Commodity Exchange Act or any rule,
regulation or order of the Commodity Futures Trading Commission (or the application or official
interpretation of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an
 “eligible contract participant” as defined in the Commodity Exchange Act (determined after
giving effect to Section 2.8 hereof, any other keepwell, support or other agreement for the
benefit of such Guarantor and any and all guarantees of such Guarantor’s Swap Obligations by
other Loan Parties) at the time the Guarantee of such Guarantor, or a grant by such Guarantor of
a security interest would otherwise become effective with respect to such Swap Obligation but
for such Guarantor’s failure to constitute an “eligible contact participant” at such time.
 “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.
 “Guarantee ”: with respect to each Guarantor, its guarantee of the Guaranteed
Obligations under   Article 2 hereof.
 “Guaranteed Obligations ”: (i) with respect to the Borrower, the Equally and
Ratably Secured Notes Obligations, all obligations and liabilities of each Guarantor which may
arise under or in connection with any Non-Facility Letters of Credit issued for the account of any
Guarantor and all Borrower Obligations which may arise under or in connection with Specified
 4





	
	Hedge Agreements or , Specified Cash Agreements or Non-Facility Letters of Credit of any
Subsidiary of the Borrower and (ii) with respect to each Guarantor, the Borrower Obligations, all
obligations and liabilities of each Guarantor which may arise under or in connection with any
Non-Facility Letters of Credit issued for the account of any Guarantor and the Equally and
Ratably Secured Notes Obligations (excluding, in the case of (x) TWC, Equally and Ratably
Secured Notes Obligations in respect of the TWC Notes and (y) TWCE, Equally and Ratably
Secured Notes Obligations in respect of the TWCE Notes).
 “Guarantors ”: the collective reference to (i) each Grantor, other than the
Borrower and (ii) Holdings.
 “Holdings ”: as defined in the preamble.
 “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.
 “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 Equity Interest 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 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.
 “License”:  as to any Person, any license, permit, certificate of need,
authorization, certification, accreditation, franchise, approval, or grant of rights by any
Governmental Authority or other Person necessary or appropriate for such Person to own,
maintain, or operate its business or property, including FCC Licenses and CATV Franchises.
 “Obligations ”: (i) in the case of the Borrower, the Borrower Obligations and its
Guaranteed Obligations, and (ii) in the case of each Guarantor, its Guaranteed Obligations and,
in the case of (x) TWC, the Equally and Ratably Secured Notes Obligations in respect of the
TWC Notes and (y) , in the case of TWCE, the Equally and Ratably Secured Notes Obligations in
respect of the TWCE Notes.
 “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 as
 5





	
	in effect on the 2016 Restatement Date (it being understood that oral agreements Patent Licenses
are not required to be listed on Schedule 5 after the Amendment No. 2 Effective Date ).
 “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 as in
effect as of the 2016 Restatement Date , (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 as in effect as of the 2016
Restatement Date , and (iii) all rights to obtain any reissues or extensions of the foregoing.
 “Pledged LLC Interests ”: in each case, whether now existing or hereafter
acquired, all of a Grantor’s right, title and interest in and to:
(i) any Issuer (other than any Non-Recourse Subsidiary , De Minimis
Subsidiary that is not a Grantor and/or Specified Excluded 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 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 ”: any promissory note evidencing loans made by any Grantor to
any member of the Charter Group, including in each case without limitation, all promissory
notes listed on Schedule 2 as in effect as of the 2016 Restatement Date .
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	“Pledged Partnership Interests ”: in each case, whether now existing or hereafter
acquired, all of a Grantor’s right, title and interest in and to:
(i) any Issuer (other than any Non-Recourse Subsidiary , De Minimis
Subsidiary that is not a Grantor and/or Specified Excluded 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;
(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 as in effect as of the
2016 Restatement Date , together with any other shares, stock certificates, options, interests or
rights of any nature whatsoever in respect of the Equity Interests with respect to the Borrower
and any Subsidiary Grantor, of any Person (other than any Non-Recourse Subsidiary , De
Minimis Subsidiary that is not a Grantor and Specified Excluded Subsidiary ) that may be issued
or granted to, or held by the Borrower and any Subsidiary Grantor, while this Agreement is in
effect including, in any event, the Pledged LLC Interests and Pledged Partnership Interests.
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	“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.
 “Qualified Counterparty”: means each Person (other than the Borrower or any of
its Subsidiaries) that is party to a Specified Hedge Agreement or a Specified Cash Management
Agreement or an issuer of a Non-Facility Letter of Credit.
 “Qualified ECP Guarantor ”: at any time, each Loan Party with total assets
exceeding $10,000,000 or that qualifies at such time as an “eligible contract participant” under
the Commodity Exchange Act and can cause another person to qualify as an “eligible contract
participant” at such time under §1a(18)(A)(v)(II) of the Commodity Exchange Act.
 “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).
 “Restatement Agreement”: the Restatement Agreement, dated as of May 18,
2016, among the Borrower, Holdings, the Administrative Agent, the Lenders party thereto and
the subsidiaries of the Borrower party thereto.
 “Secured Parties ”: the collective reference to the Administrative Agent, the
Lenders, the Issuing Lenders and any Qualified Counterparty and any Affiliate of any Lender
(and, to the extent contemplated by the definition of “Borrower Obligations”, any former Lender
and any former Affiliate of a Lender) , in each case, to which Borrower Obligations are owed.
 “Securities Act ”: the Securities Act of 1933, as amended.
 “Specified Loan Party ”: any Loan Party that is not an “eligible contract
participant” under the Commodity Exchange Act (determined prior to giving effect to Section
2.9).
 “Subsidiary Grantor ”: any Subsidiary of the Borrower that is a Grantor.
 “Swap Obligations ”: with respect to any Guarantor any obligation to pay or
perform under any agreement, contract or transaction that constitutes a “swap” within the
meaning of Section 1a(47) of the Commodity Exchange Act.
 “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 as in effect on the 2016 Restatement Date (it being
understood that oral agreements Trademark Licenses are not required to be listed on Schedule 5
after the Amendment No. 2 Effective Date ).
 “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
 8





	
	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 as in effect as of the 2016 Restatement Date , and (ii) the right
to obtain all renewals thereof.
 “TWC ”: Time Warner Cable, Inc., a Delaware corporation.
 “TWC Indenture ”: that certain indenture, dated as of April 9, 2007, by and among
TWC, TW NY Cable Holding Inc., TWCE and the TWC Notes Trustee, as supplemented by that
certain first supplemental indenture, dated as of April 9, 2007, by and among TWC, the TWC
Notes Trustee and the other parties thereto and as further amended, restated, supplemented,
increased or otherwise modified, refinanced or replaced from time to time .
 “TWC Notes ”: TWC’s (i) 5.850% notes due 2017, (ii) 6.750% notes due 2018,
(iii) 8.750% notes due 2019, (iv) 8.250% notes due 2019, (v) 5.000% notes due 2020, (vi)
4.125% notes due 2021, (vii) 4.000% notes due 2021, (viii) 5.750% notes due 2031, (ix) 6.550%
debentures due 2037, (x) 7.300% debentures due 2038, (xi) 6.750% debentures due 2039, (xii)
5.875% debentures due 2040, (xiii) 5.500% debentures due 2041, (xiv) 5.250% debentures due
2042 and (xv) 4.500% debentures due 2042, in each case, issued pursuant to the TWC Indenture.
 “TWC Notes Documents ”: the TWC Indenture and the TWC Notes.
 “TWC Notes Trustee ”: The Bank of New York (and each of its successors and
assigns), in its capacity as trustee under the TWC Indenture.
 “TWCE ”: Time Warner Cable Enterprises LLC, a Delaware limited liability
company (f/k/a Time Warner Entertainment Company, L.P.).
 “TWCE Indenture ”: that certain indenture, dated as of April 30, 1992, by and
among Time Warner Inc., TWCE and the TWCE Notes Trustee, as supplemented by that certain
first supplemental indenture, dated as of June 30, 1992, by and among TWCE, Time Warner
Inc., the TWCE Notes Trustee and the other parties thereto and as further amended, restated,
supplemented, increased or otherwise modified, refinanced or replaced from time to time .
 “TWCE Notes ”: TWCE’s (i) 8.375% debentures due 2023 and (ii) 8.375%
debentures due 2033, in each case, issued pursuant to the TWCE Indenture.
 “TWCE Notes Documents ”: the TWCE Indenture and the TWCE Notes.
 “TWCE Notes Trustee ”: The Bank of New York (and each of its successors and
assigns), in its capacity as trustee under the TWCE Indenture.
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	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) The  Borrower  and  each  of  the  Guarantors  hereby
guarantees  and  confirms  that  it  guarantees,  jointly  and  severally,  unconditionally  and
irrevocably, to the Administrative Agent, for the ratable benefit of the Secured Parties and for
the benefit of the holders of Equally and Ratably Secured Notes Obligations and their respective
successors,  indorsees,  transferees  and  assigns,  the  prompt  and  complete  payment  and
performance  of  the  Guaranteed  Obligations;  provided  that  the  Guaranteed  Obligations  of  a
Guarantor shall exclude any Excluded Swap Obligations with respect to such Guarantor. It is
understood that, with respect to each Guarantor party to this Agreement immediately prior to the
date  hereof,  such  Guarantor’s  guarantee  constitutes  a  continuation  of  its  guarantee  under  the
Existing Guarantee and Collateral Agreement.
(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) The Borrower and each Guarantor agrees that the Guaranteed Obligations
may at any time and from time to time exceed the amount of the liability of the Borrower or such
Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the
rights and remedies of the Administrative Agent, any other Secured Party or any holder of
Equally and Ratably Secured Notes Obligations hereunder.
(d) The guarantee contained in this Section 2 shall remain in full force and
effect until all Guaranteed Obligations (other than Guaranteed Obligations in respect of Equally
and Ratably Secured Notes Obligations) are paid in full, no Letter of Credit shall be outstanding
and the Commitments are 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, any Lender
or any holder of Equally and Ratably Secured Notes Obligations 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
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	payment of the Guaranteed Obligations shall be deemed to modify, reduce, release or otherwise
affect the liability of the Borrower or any Guarantor hereunder which shall, notwithstanding any
such payment (other than any payment made by the Borrower or such Guarantor in respect of the
Guaranteed Obligations or any payment received or collected from the Borrower or such
Guarantor in respect of the Guaranteed Obligations), remain liable for the Guaranteed
Obligations, in the case of any Guarantor, up to the maximum liability of such Guarantor
hereunder, until the Guaranteed Obligations (other than Guaranteed Obligations in respect of
Equally and Ratably Secured Notes Obligations) are paid in full, no Letter of Credit shall be
outstanding and the Commitments are terminated.
2.2. Right of Contribution . Each Guarantor hereby agrees that to the extent
that a Guarantor (other than Holdings) shall have paid more than its proportionate share of any
payment made hereunder in respect of any Guaranteed Obligations, such Guarantor shall be
entitled to seek and receive contribution from and against any other Guarantor hereunder of such
Guaranteed Obligations which has not paid its proportionate share of such payment. Each
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
Guarantor to the Administrative Agent, the other Secured Parties and the holders of the Equally
and Ratably Secured Notes Obligations, and each Guarantor shall remain liable to the
Administrative Agent, the other Secured Parties and the holders of the Equally and Ratably
Secured Notes Obligations for the full amount guaranteed by such 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,
any other Secured Party or any holder of the Equally and Ratably Secured Notes Obligations,
neither the Borrower nor any Guarantor shall be entitled to be subrogated to any of the rights of
the Administrative Agent, any other Secured Party or any holder of the Equally and Ratably
Secured Notes Obligations 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 Guaranteed Obligations, nor shall the Borrower or 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 the Borrower or such Guarantor hereunder, until the Discharge
Date. If any amount shall be paid to any Guarantor on account of such subrogation rights at any
time when all of the Guaranteed Obligations (other than Guaranteed Obligations in respect of the
Equally and Ratably Secured Notes Obligations) shall not have been paid in full, such amount
shall be held by such Guarantor in trust for the other Secured Parties and the holders of the
Equally and Ratably Secured Notes Obligations, segregated from other funds of the Borrower or
such Guarantor, and shall, forthwith upon receipt by the Borrower or 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 Guaranteed
Obligations, whether matured or unmatured, in the order specified in Section 7.3.
2.4. Amendments, etc . with With respect to the Guaranteed Obligations. The
Borrower and each Guarantor shall remain obligated hereunder notwithstanding that, without
any reservation of rights against the Borrower or any Guarantor and without notice to or further
assent by the Borrower or any Guarantor, any demand for payment of any of the Guaranteed
Obligations may be rescinded and any of the Guaranteed Obligations continued, and the
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	Guaranteed 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, the
TWC Notes Documents, the TWCE Notes 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
Guaranteed Obligations may be sold, exchanged, waived, surrendered or released. Neither the
Administrative Agent nor any other Secured Party or holder of Equally and Ratably Secured
Notes Obligations shall have any obligation to protect, secure, perfect or insure any Lien at any
time held by it as security for the Guaranteed Obligations or for the guarantee contained in this
Section 2 or any property subject thereto.
2.5. Guarantee Absolute and Unconditional . The Borrower and each Guarantor
waives any and all notice of the creation, renewal, extension or accrual of any of the Guaranteed
Obligations and notice of or proof of reliance by the Administrative Agent, any other Secured
Party or any holder of Equally and Ratably Secured Notes Obligations upon the guarantee
contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the
Guaranteed Obligations, and any of them, shall conclusively be deemed to have been created,
contracted or incurred, or renewed, extended, amended or waived, in reliance upon the guarantee
contained in this Section 2; and all dealings between the Borrower and any of the Guarantors, on
the one hand, and the Administrative Agent, the other Secured Parties and the holders of Equally
and Ratably Secured Notes Obligations, on the other hand, likewise shall be conclusively
presumed to have been had or consummated in reliance upon the guarantee contained in this
Section 2. The Borrower and each Guarantor waives diligence, presentment, protest, demand for
payment and notice of default or nonpayment to or upon the Borrower or any of the Guarantors
with respect to the Guaranteed Obligations. The Borrower and each Guarantor understands and
agrees that the guarantee contained in this Section 2 shall be construed as a continuing, absolute
and unconditional guarantee of payment without regard to (a) the validity or enforceability of the
Credit Agreement or any other Loan Document, the TWC Notes Documents, the TWCE Notes
Documents, any of the Guaranteed Obligations or any other collateral security therefor or
guarantee or right of offset with respect thereto at any time or from time to time held by the
Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured
Notes Obligations, (b) any defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the Borrower, TWC,
TWCE or any other Person against the Administrative Agent, any other Secured Party or any
holder of Equally and Ratably Secured Notes Obligations, or (c) any other circumstance
whatsoever (with or without notice to or knowledge of the Borrower or such Guarantor) which
constitutes, or might be construed to constitute, an equitable or legal discharge of the Borrower,
TWC or TWCE for the Guaranteed Obligations, or of the Borrower or such Guarantor under the
guarantee contained in this Section 2, in bankruptcy or in any other instance. When making any
demand hereunder or otherwise pursuing its rights and remedies hereunder against the Borrower
or any Guarantor, the Administrative Agent, any other Secured Party or any holder of Equally
and Ratably Secured Notes Obligations may, but shall be under no obligation to, make a similar
demand on or otherwise pursue such rights and remedies as it may have against the Borrower,
any other Guarantor or any other Person or against any collateral security or guarantee for the
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	Guaranteed Obligations or any right of offset with respect thereto, and any failure by the
Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured
Notes Obligations to make any such demand, to pursue such other rights or remedies or to
collect any payments from the Borrower, any other Guarantor or any other Person or to realize
upon any such collateral security or guarantee or to exercise any such right of offset, or any
release of the Borrower, any other Guarantor or any other Person or any such collateral security,
guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability
hereunder, and shall not impair or affect the rights and remedies, whether express, implied or
available as a matter of law, of the Administrative Agent, any other Secured Party or any holder
of Equally and Ratably Secured Notes Obligations against the Borrower or any Guarantor. For
the purposes hereof “demand” shall include the commencement and continuance of any legal
proceedings.
2.6. 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 Guaranteed Obligations is rescinded or must otherwise be restored or returned by the
Administrative Agent, any other Secured Party or any holder of Equally and Ratably Secured
Notes Obligations 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.
2.7. Payments . The Borrower and 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.
2.8. Keepwell . Each Loan Party that is a Qualified ECP Guarantor at the time
the guarantee or the grant of the security interest hereunder, in each case, by any Specified Loan
Party, becomes effective with respect to any Swap Obligation, hereby jointly and severally,
absolutely, unconditionally and irrevocably undertakes to provide such funds or other support to
each Specified Loan Party with respect to such Swap Obligation as may be needed by such
Specified Loan Party from time to time to honor all of its obligations under this Agreement and
the other Loan Documents in respect of such Swap Obligation (but, in each case, only up to the
maximum amount of such liability that can be hereby incurred without rendering such Qualified
ECP Guarantor’s obligations and undertakings under this Section 2 voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer, and not for any greater amount).
The obligations and undertakings of each Qualified ECP Guarantor under this Section shall
remain in full force and effect until the Obligations have been paid and performed in full. Each
Qualified ECP Guarantor intends this Section to constitute, and this Section shall be deemed to
constitute, a guarantee of the obligations of, and a “keepwell, support, or other agreement” for
the benefit of, each Specified Loan Party for all purposes of the Commodity Exchange Act.
SECTION 3.  GRANT OF SECURITY INTEREST
Each Grantor hereby grants and confirms its continuing grant to the
Administrative Agent, for the ratable benefit of the Secured Parties and the holders of Equally
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	and Ratably Secured Notes Obligations, of a security interest in, and assigns and transfers and
confirms 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:
(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) other than the last two paragraphs of this Section 3), this
Agreement shall not constitute a grant of a security interest in, and the Collateral shall not
include , (the following collectively, the “Excluded Assets”):
(vi) any Co-Owned TWC IP,
(wii ) any intent-to-use trademark application to the extent and for so
long as creation by a Grantor of a security interest therein would result in the loss
by such Grantor of any material rights therein, until such time, if any, as a
statement of use is filed and accepted,
(xiii ) 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
grant, subsidy, 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 (including, without limitation, any contractual
restriction applicable to any Patent or Trademark that is jointly owned by one or
more Grantors, on the one hand, and any Person that is not a member of the
Charter Group, on the other hand) except to the extent that such Requirement of
Law or the term in such grant, subsidy, contract, license, agreement, instrument or
other document providing for such prohibition, breach, default or termination or
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	requiring such consent is ineffective under applicable law (it being understood
that, subject to the limitations set forth in this paragraph, it is the intent of the
parties that the Collateral include all FCC Licenses, CATV Franchises, the
economic value thereof and all Proceeds thereof),
(yiv ) 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 or ,
(zv) any Equity Interests or other securities of any (A) Subsidiary of the
Borrower in excess of the maximum amount of such Equity Interests or securities
that could be included in the Collateral without creating a requirement pursuant to
Rule 3-16 of Regulation S-X under the Securities Act of 1933, as amended, for
separate financial statements of such Subsidiary to be included in filings by any
member of the Charter Group with the SEC (or any other governmental agency)
and (ii) in no event shall , (B) Person that is not a Wholly Owned Subsidiary, (C)
not-for-profit Subsidiary, permitted receivables Subsidiary, broker-dealer
Subsidiary and/or any captive insurance company, (D) employee stock ownership
plan or trust established by Holdings or any of its Subsidiaries or a direct or
indirect parent of Holdings (to the extent such employee stock ownership plan or
trust has been funded by Holdings or any Subsidiary or a direct or indirect parent
of Holdings), and (E) Non-Recourse Subsidiary, De Minimis Subsidiary that is
not a Grantor or Specified Excluded Subsidiary,
(vi) any margin stock,
(vii) any cash or cash equivalents,
(viii) 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. ;
(ix) any property subject to a Lien in connection with grants or
subsidies from Governmental Authorities,
(x) any additional property that would not otherwise constitute an
Excluded Asset that is designated in writing as an Excluded Asset pursuant to this
clause (x) by the Borrower pursuant to a certificate signed by a Responsible
Officer of the Borrower to the Administrative Agent (which certificate shall state
that the conditions to designating set forth in this paragraph are satisfied), so long
as (i) the fair market value of all such property (valued at the time of such
designation by the Borrower in good faith) does not exceed the greater of
(x) $2,500,000,000 and (y) 5.00% of Consolidated Net Worth (measured at the
time any such designation is made pursuant to this clause) at any one time
outstanding, (ii) no Default or Event of Default has occurred and is continuing or
would result from such designation, and (iii) such designation would not result in
a release of all or substantially all of the Collateral, and
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	(xi) any asset with respect to which the Borrower (in consultation with
the Administrative Agent) has reasonably determined that the cost, burden,
difficulty or consequence (including any effect on the ability of the relevant Loan
Party to conduct its operations and business in the ordinary course of business) of
obtaining or perfecting a security interest therein outweighs the benefit of a
security interest to the relevant Secured Parties afforded thereby.
Notwithstanding any of the other provisions set forth in any subsection of this Section 3 or any
other provision of this Agreement, if at any time a Lien is granted over any asset or property to
secure, or any asset or property is otherwise subject to a Lien securing, (other than, in each case,
a Lien granted under the Loan Documents in favor of the Administrative Agent for the benefit of
the Secured Parties) any First Lien Notes, any Equally and Ratably Secured Notes Obligations or
any other Indebtedness for Borrowed Money that is secured by a Lien permitted pursuant to
Section 7.3 (p) of the Credit Agreement (each, an “Other Lien”), such asset or property shall not
constitute Excluded Assets, and such asset or property shall be required to be, and shall
automatically be, subject to a Lien in favor of the Administrative Agent for the benefit of the
Secured Parties under this Agreement; provided, however, that foregoing shall not apply to such
Other Lien if such Other Lien is outstanding solely because a Lien on such asset or property has
been granted to the Administrative Agent under this Agreement.
Notwithstanding anything to the contrary herein, if an asset would not constitute an Excluded
Asset under and as defined in the Existing Guarantee and Collateral Agreement (“Specified
Existing Collateral”), such asset shall not constitute an Excluded Asset hereunder if either (x) the
treatment of such asset as an Excluded Asset hereunder individually, or in the aggregate with all
other Specified Existing Collateral, would result in all or substantially all of the Collateral
(interpreted as if the Existing Guarantee and Collateral Agreement had not been amended and
restated) constituting Excluded Assets hereunder or (y) the amendment and restatement of the
Existing Guarantee and Collateral Agreement pursuant to this Agreement would release all or
substantially all of the Collateral (interpreted as if the Existing Guarantee and Collateral
Agreement had not been amended and restated).
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, among other things, induce the Administrative Agent and the Lenders to enter
into the Credit Agreement and to induce the Lenders to make their respective extensions of
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	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 and the holders of Equally
and  Ratably  Secured  Notes  Obligations  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 Loan Documents, such licensing activity shall not constitute a “Lien”
on such Intellectual Property. Each of the Administrative Agent, each other Secured Party and
each  holder  of  Equally  and  Ratably  Secured  Notes  Obligations  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 and the holders of
Equally and Ratably Secured Notes Obligations), 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 As of the date hereof 2016 Restatement
Date , 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 Equity Interest, if less, 66% of the
outstanding Foreign Subsidiary Voting Equity Interest 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,
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	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 all Obligations owing under the Credit Agreement (other than contingent amounts not yet
due) shall have been paid in full, no Letter of Credit shall be outstanding and the Commitments
shall have terminated (the “Discharge Date ”):
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 25,000,000 or more, such Instrument, Certificated Security or Chattel Paper shall be
promptly  delivered  to  the  Administrative  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. [Intentionally Omitted] .
6.3. Maintenance of Perfected Security Interest; Further Documentation .
(a) Such Grantor shall, at the request of the Administrative Agent, take all
reasonable and necessary 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
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	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:
(af) change its jurisdiction of organization; or
(bg) 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;
in each case unless, within 30 days of the taking of any such actions (or such longer period as the
Administrative Agent may agree in its reasonable discretion) , 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 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
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	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, 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 (except pursuant to a transaction not prohibited
by the Credit Agreement).
(b) [Intentionally Omitted].
(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 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
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	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 three (3) Business Days’ prior 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 the order specified in
Section 7.3, 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
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	security for all the Obligations and shall not constitute payment thereof until applied as provided
in Section 7.3.
7.3. Application of Proceeds .
(a) 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 shall apply all or any part
of Proceeds constituting Collateral or any amount received from any Guarantor pursuant to
Section 2 hereof, whether or not held in any Collateral Account in payment of the Obligations in
the following order:
First , to payment of amounts owing to the Administrative Agent in its capacity as
such in accordance with the terms of the Credit Agreement;
Second , pro rata (based on the respective amount of the Obligations described in
clauses (i), (ii) and (iii) below) to (i) the payment of all other Obligations (other than
Equally and Ratably Secured Notes Obligations) due and owing to the Secured Parties
for application in accordance with the terms of Section 8.2 of the Credit Agreement, (ii)
the TWC Notes Trustee for application to the Equally and Ratably Secured Notes
Obligations in respect of the TWC Notes in accordance with the TWC Indenture and (iii)
to the TWCE Notes Trustee for application to the Equally and Ratably Secured Notes
Obligations in respect of the TWCE Notes in accordance with the TWCE Indenture; and
 Last, the balance, if any, after all of the Obligations have been paid in full, to the
Borrower or as a court of competent jurisdiction shall direct.
(b) In making the determination and allocations required by this Section 7.3,
the Administrative Agent may conclusively rely upon information supplied by the TWC Notes
Trustee as to the amounts of unpaid principal and interest and other amounts outstanding with
respect to the Equally and Ratably Secured Notes Obligations in respect of the TWC Notes and
upon information supplied by the TWCE Notes Trustee as to the amounts of unpaid principal
and interest and other amounts outstanding with respect to the Equally and Ratably Secured
Notes Obligations in respect of the TWCE Notes and the Administrative Agent shall have no
liability to any of the Secured Parties or any of the holders of Equally and Ratably Secured Notes
Obligations for actions taken in reliance on such information; provided that nothing in this
sentence shall prevent any Grantor from contesting any amounts claimed by any Secured Party
or any holder of Equally and Ratably Secured Notes Obligations in any information so supplied.
All distributions made by the Administrative Agent pursuant to this Section 7.3 shall be (subject
to any decree of any court of competent jurisdiction) final (absent manifest error), and the
Administrative Agent shall have no duty to inquire as to the application by the TWC Notes
Trustee or the TWCE Notes Trustee of any amounts distributed to the TWC Notes Trustee or the
TWCE Notes Trustee by the Administrative Agent.
(c) If, despite the provisions of this Agreement, any Secured Party or any
holder of Equally and Ratably Secured Notes Obligations shall receive any payment or other
recovery in excess of its portion of payments on account of the Obligations to which it is then
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	entitled in accordance with this Agreement, such Secured Party or holder of Equally and Ratably
Secured Notes Obligations shall hold such payment or other recovery in trust for the benefit of
all Secured Parties and holders of Equally and Ratably Secured Notes Obligations hereunder for
distribution in accordance with this Section 7.3.
7.4. Code  and  Other  Remedies .  If  an  Event  of  Default  shall  occur  and  be
continuing,  the  Administrative  Agent,  on  behalf  of the  Secured  Parties  and  the  holders  of
Equally and Ratably Secured Notes Obligations, 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,  any  other  Secured  Party  or  any  holder  of  Equally  and
Ratably Secured Notes Obligations 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, any other Secured Party and
any holder of Equally and Ratably Secured Notes Obligations 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 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, in accordance with Section 7.3
and only then 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, any other Secured Party or any holder of Equally
and  Ratably  Secured  Notes  Obligations  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 ten ( 10 ) days before
such sale or other disposition.
7.5. Registration Rights [Intentionally Omitted] .
(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
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	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 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 Secured Parties and the holders of Equally and Ratably Secured Notes
Obligations, that the Administrative Agent and the Secured Parties and the holders of Equally
and Ratably Secured Notes Obligations 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, any
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	Secured Party or any holder of Equally and Ratably Secured Notes Obligations 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 application as provided in Section 7.3, and (ii) until so turned over, shall be held by
such Grantor in trust for the Administrative Agent, the Secured Parties and the holders of
Equally and Ratably Secured Notes Obligations, 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.
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 holders of Equally and
Ratably Secured Notes Obligations 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, any Secured Party nor any holder of Equally and Ratably Secured Notes Obligations 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, any
Secured Party nor any holder of Equally and Ratably Secured Notes Obligations of any payment
relating thereto, nor shall the Administrative Agent, any Secured Party nor any holder of Equally
and Ratably Secured Notes Obligations 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
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	of any amounts which may have been assigned to it or to which it may be entitled at any time or
times.
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 when-
ever when ever 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’s security interest (for the benefit of the Secured Parties
and the holders of Equally and Ratably Secured Notes Obligations) 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
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	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 security interest (for the benefit of the
Secured Parties and the holders of Equally and Ratably Secured Notes
Obligations) 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 Class
of past due ABR Loans under the Credit Agreement, from the date of payment by the
Administrative Agent to the date reimbursed by the relevant Grantor, shall be payable by such
Grantor to the Administrative Agent on demand.
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	(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.
(e) By accepting the benefits of this Agreement, each holder of Equally and
Ratably Secured Notes Obligations hereby appoints the Administrative Agent to serve as
collateral agent for the holders of Equally and Ratably Secured Notes Obligations hereunder and
to enter into any intercreditor agreement from time to time permitted by the Credit Agreement.
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
other Secured Party or any holder of Equally and Ratably Secured Notes Obligations 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, the Secured Parties and the holders
of Equally and Ratably Secured Notes Obligations 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, the Secured Parties and the holders of Equally and Ratably Secured Notes Obligations
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.
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
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	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 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, any other Secured Party or any holder of Equally and Ratably Secured
Notes Obligations 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 reasonable and documented 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.
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	(c) Each Guarantor agrees, jointly and severally, 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 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 In each case subject to Section 10.22 of the Credit
Agreement, each Grantor hereby irrevocably authorizes the Administrative Agent, each other
Secured Party and each holder of Equally and Ratably Secured Notes Obligations 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, any
other Secured Party or any holder of Equally and Ratably Secured Notes Obligations to or for
the credit or the account of such Grantor, or any part thereof in such amounts as the
Administrative Agent, Secured Party or holder of Equally and Ratably Secured Notes
Obligations may elect, against and on account of the obligations and liabilities of the Borrower
or such Grantor to the Administrative Agent, Secured Party or holder of Equally and Ratably
Secured Notes Obligations hereunder and claims of every nature and description of the
Administrative Agent, Secured Party or holder of Equally and Ratably Secured Notes
Obligations against any Grantor, in any currency, whether arising hereunder, under the Credit
Agreement, any other Loan Document or otherwise, as the Administrative Agent, such Secured
Party or holder of Equally and Ratably Secured Notes Obligations may elect, whether or not the
Administrative Agent, any Secured Party or any holder of Equally and Ratably Secured Notes
Obligations has made any demand for payment and although such obligations, liabilities and
claims may be contingent or unmatured. The Administrative Agent, each Secured Party and each
holder of Equally and Ratably Secured Notes Obligations 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 and any amount so set off shall be subject to distribution in accordance
with Section 7.3. The rights of the Administrative Agent, each other Secured Party and each
holder of Equally and Ratably Secured Notes Obligations under this Section 9.6 are in addition
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	to other rights and remedies (including, without limitation, other rights of set-off) which such
Person 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
(including any prohibition contained in any grant or subsidy) , (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, any
Secured Party or any holder of Equally and Ratably Secured Notes Obligations, or control,
affirmative or negative, direct or indirect, by the Administrative Agent, any Secured Party or any
holder of Equally and Ratably Secured Notes Obligations 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 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 (including any prohibition contained in any
grant or subsidy) .
(c) Notwithstanding anything to the contrary contained in this Agreement or
in any other Loan Document, the Secured Parties and the holders of Equally and Ratably
Secured Notes Obligations shall not, without first obtaining the approval of the FCC or any other
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	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 Administrative Agent, the other
Secured Parties and the holders of Equally and Ratably Secured Notes Obligations 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 Secured Parties and the holders of Equally and Ratably Secured
Notes Obligations to realize the value of the security interests granted to the Administrative
Agent.
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	The Borrower further recognizes that a violation of the provisions of Section 9.9
would result in irreparable harm to the Administrative Agent, the Secured Parties and the holders
of Equally and Ratably Secured Notes Obligations for which monetary damages are not readily
ascertainable. Therefore, in addition to any other remedy which may be available to the
Administrative Agent, the Secured Parties and the holders of Equally and Ratably Secured Notes
Obligations at law or in equity, the Administrative Agent shall have the remedy of specific
performance of the provisions of this Section 9.9. To enforce the provisions of this Section 9.9,
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 . THIS AGREEMENT SHALL BE GOVERNED
BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF
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 exclusive general
jurisdiction of the courts of the State of New York, the courts of the United States of America for
the Southern District of New York, and appellate courts from any thereof;
(b) consents that any such action or proceeding may be brought in such courts
and waives any objection that it may now or hereafter have to the venue of any such action or
proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;
(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
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	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 other Secured Party nor any
holder of Equally and Ratably Secured Notes Obligations 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, the other Secured Parties and the holders of Equally and Ratably Secured Notes
Obligations, 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 Secured Parties
and the holders of Equally and Ratably Secured Notes Obligations or among the Grantors and
the Secured Parties and the holders of Equally and Ratably Secured Notes Obligations.
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) The Liens securing the Obligations will be released, in whole or in part, as
provided in Section 10.14 of the Credit Agreement. Upon any release of any Liens on any asset
securing the Obligations in respect of Loans, Letters of Credit, interest, fees, expenses and other
amounts due under the Credit Agreement, the Liens hereunder securing the Equally and Ratably
Secured Notes Obligations shall be automatically released on such assets. On the Discharge
Date, the Collateral securing all Obligations 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, CCOH 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
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	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 the Credit Agreement 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 Guarantor shall be sold,
transferred or otherwise disposed of in a transaction not prohibited by as provided in Section
10.14 of the Credit Agreement.
9.16. Successor Administrative Agent . Upon the appointment of any successor
to the Administrative Agent pursuant to Section 9.9 of the Credit Agreement, such successor
shall thereupon automatically succeed to and become vested with all the rights, powers,
privileges and duties of the retiring Administrative Agent under this Agreement and all
references to the Administrative Agent herein shall refer to such successor, and the retiring
Administrative Agent shall thereupon be discharged from its duties and obligations under this
Agreement. After any retiring Administrative Agent’s resignation, the provisions hereof shall
inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement.
9.17. 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.
9.18. Intercreditor Agreement . Notwithstanding anything herein to the contrary,
the Liens on any Collateral granted to the Administrative Agent pursuant to this Agreement, and
the exercise of any right or remedy by the Administrative Agent with respect to any such
Collateral, are subject to the provisions of the Intercreditor Agreement. In the event of any
conflict between the terms of the Intercreditor Agreement in effect at such time and the terms of
this Agreement, the terms of Intercreditor Agreement shall govern and control. Notwithstanding
anything herein to the contrary, so long as the Intercreditor Agreement is effective, any
requirement hereunder to deliver any Shared Collateral (as such term is defined in the
Intercreditor Agreement) or the proceeds thereof to the Administrative Agent shall be deemed
satisfied by delivery of such Shared Collateral to the Applicable Authorized Representative (as
such term is defined in the Intercreditor Agreement.
SECTION 10.  EQUAL AND RATABLE SECURITY
10.1. Equal and Ratable Security . This Agreement shall secure the Equally and
Ratably Secured Notes Obligations on an equal and ratable basis with the other Obligations and
shall be construed and enforced accordingly.
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	10.2. Limitation on Administrative Agent’s Responsibilities with Respect to
Holders of Equally and Ratably Secured Notes Obligations .
(a) The obligations of the Administrative Agent to the holders of Equally and
Ratably Secured Notes Obligations and the TWC Notes Trustee and TWCE Notes Trustee
hereunder shall be limited solely to (i) holding the Collateral for the ratable benefit of the holders
of Equally and Ratably Secured Notes Obligations for so long as (A) the Discharge Date has not
occurred and any Liens securing the Obligations remain outstanding and (B) any Equally and
Ratably Secured Notes Obligations are secured by the Collateral pursuant to this Agreement and
(ii) distributing any proceeds received by the Administrative Agent from the sale, collection or
realization of the Collateral to the TWC Notes Trustee and TWCE Notes Trustee in accordance
with Section 7.3. None of the holders of Equally and Ratably Secured Notes Obligations, the
TWC Notes Trustee nor the TWCE Notes Trustee shall be entitled to exercise (or direct the
Administrative Agent to exercise) any rights or remedies hereunder with respect to the Equally
and Ratably Secured Notes Obligations, including without limitation the right to receive any
payments, enforce the Lien on Collateral, request any action, institute proceedings, give any
instructions to the Administrative Agent or any other Person, make any election, make
collections, sell or otherwise foreclose on any portion of the Collateral or execute any
amendment, supplement, or acknowledgment hereof. This Agreement shall not create any
liability of the Administrative Agent or the Secured Parties to any holders of Equally and
Ratably Secured Notes Obligations or to the TWC Notes Trustee or the TWCE Notes Trustee by
reason of actions taken with respect to the creation, perfection or continuation of the Lien on
Collateral, actions with respect to the occurrence of an Event of Default (under, and as defined
in, the Credit Agreement), actions with respect to the foreclosure upon, sale, release, or
depreciation of, or failure to realize upon, any of the Collateral or action with respect to the
collection of any claim for all or any part of the Equally and Ratably Secured Notes Obligations,
guarantor or any other party or the valuation, use or protection of the Collateral. By acceptance
of the benefits under this Agreement and the other Loan Documents, the holders of Equally and
Ratably Secured Notes Obligations, the TWC Notes Trustee and the TWCE Notes Trustee will
be deemed to have acknowledged and agreed that the provisions of the preceding sentence are
intended to induce the Lenders to permit such Persons to be secured parties under this
Agreement and are being relied upon by the Lenders as consideration therefor.
(b) Notwithstanding anything to the contrary herein, nothing in this
Agreement shall or shall be construed to (i) result in the security interest in the Collateral
securing the Equally and Ratably Secured Notes Obligations less than equally and ratably with
the Liens securing the Obligations or (ii) modify or affect the rights of the holders of the Equally
and Ratably Secured Notes Obligations to receive the pro rata share specified in Section 7.3 of
any proceeds of any collection or sale of Collateral.
(c) The parties hereto agree that the Equally and Ratably Secured Notes
Obligations and the Secured Obligations are, and will be, equally and ratably secured with each
other by the Liens on the Collateral. Any and all rights not herein expressly given to the TWC
Notes Trustee or the TWCE Notes Trustee are expressly reserved to the Administrative Agent
and the Secured Parties other than the holders of the Equally and Ratably Secured Notes
Obligations.
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	IN WITNESS WHEREOF, each Grantor and the Administrative Agent has
caused this Agreement to be duly authenticated as of the date first above written by executing
and delivering  the Restatement Agreement Amendment No. 2 to which this Agreement is
attached.