EX-10.7



 Exhibit 10.7 

EXECUTION VERSION 
 FIRST
LIEN INTERCREDITOR AGREEMENT 
 Among 

CHARTER COMMUNICATIONS OPERATING, LLC, 

the other Grantors party hereto, 

BANK OF AMERICA, N.A., 
 as Credit
Agreement Collateral Agent for the Credit Agreement Secured Parties 
 THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A., 

as the Notes Collateral Agent for the Indenture Secured Parties 

and 
 each Additional Agent from
time to time party hereto 
 dated as of May 18, 2016 







 FIRST LIEN INTERCREDITOR AGREEMENT dated as of May 18, 2016 (as amended, supplemented or
otherwise modified from time to time, this “Agreement”), Charter Communications Operating, LLC, a Delaware limited liability company (the “Borrower”), the other Grantors (as defined below) party hereto, Bank of
America, N.A., as administrative agent for the Credit Agreement Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”) and The Bank of New
York Mellon Trust Company, N.A., as collateral agent for the Indenture Secured Parties (as defined below) (in such capacity and together with its successors in such capacity, the “Notes Collateral Agent”) and each Additional Agent
from time to time party hereto for the Additional First Lien Secured Parties of the Series with respect to which it is acting in such capacity. 

In consideration of the mutual agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Credit Agreement Collateral Agent (for itself and on behalf of the Credit Agreement Secured Parties), the Notes Collateral Agent (for itself and on behalf of the Indenture Secured Parties) and each Additional Agent (for
itself and on behalf of the Additional First Lien Secured Parties of the applicable Series) agree as follows: 
 ARTICLE I 

Definitions 
 SECTION 1.10
Certain Defined Terms. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Credit Agreement and the Indenture, as applicable, with the Credit Agreement controlling in the event of discrepancies, or,
if defined in the New York UCC, the meanings specified therein. As used in this Agreement, the following terms have the meanings specified below: 

“Additional Agent” means the collateral agent and the administrative agent and/or trustee (as applicable) or any other
similar agent or Person under any Additional First Lien Documents, in each case, together with its successors in such capacity. 

“Additional First Lien Debt Facility” means one or more debt facilities, commercial paper facilities or indentures for which
the requirements of Section 5.13 of this Agreement have been satisfied, in each case with banks, other lenders or trustees, providing for revolving credit loans, term loans, letters of credit, notes or other borrowings, in each case, as amended,
restated, supplemented or otherwise modified, refinanced or replaced from time to time; provided that none of the Credit Agreement, the TWC Indenture, the TWCE Indenture nor the Indenture shall constitute an Additional First Lien Debt
Facility at any time. 
 “Additional First Lien Documents” means, with respect to any Series of Additional First Lien
Obligations, the notes, credit agreements, indentures, security documents and other operative agreements evidencing or governing such Indebtedness, and each other agreement entered into for the purpose of securing any Series of Additional First Lien
Obligations. 
 “Additional First Lien Obligations” means, with respect to any Additional First Lien Debt Facility,
(a) all principal of, and interest (including, without limitation, any interest, fees and other amounts which accrue after the commencement of any Bankruptcy Case, whether or not allowed or allowable as a claim in any such proceeding) payable
with respect to, such Additional First Lien Debt Facility, (b) all other amounts payable to the related Additional First Lien Secured Parties under the related Additional First Lien Documents and (c) any renewals or extensions of the
foregoing. 

  
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 “Additional First Lien Secured Party” means, with respect to any Series of
Additional First Lien Obligations, the holders of such Additional First Lien Obligations, the Additional Agent with respect thereto, any trustee or agent or any other similar agent or Person therefor under any related Additional First Lien Documents
and the beneficiaries of each indemnification obligation undertaken by any Grantor under any related Additional First Lien Documents. 

“Agreement” has the meaning assigned to such term in the preamble hereto. 

“Applicable Authorized Representative” means, with respect to any Shared Collateral, (i) until the earlier of (x) the
Discharge of the Credit Agreement Obligations (other than Credit Agreement Obligations described in clause (ii) of the definition thereof) and (y) the Non-Applicable Authorized Representative Enforcement Date, the Credit Agreement Collateral Agent
and (ii) from and after the earlier of (x) the Discharge of the Credit Agreement Obligations and (y) the Non-Applicable Authorized Representative Enforcement Date, the Major Non-Applicable Authorized Representative. 

“Bankruptcy Case” has the meaning assigned to such term in Section 2.05(b). 

“Bankruptcy Code” means Title 11 of the United States Code, as amended. 

“Bankruptcy Law” means the Bankruptcy Code, and any other federal, state, province or foreign law for the relief of debtors,
or any arrangement, reorganization, insolvency, moratorium, assignment for the benefit of creditors, any other marshalling of the assets or liabilities of Holdings or any of its Subsidiaries, or similar law affecting creditors’ rights
generally. 
 “Borrower” has the meaning assigned to such term in the preamble hereto. 

“Collateral” means all assets and properties subject to Liens created pursuant to any First Lien Security Document to secure
one or more Series of First Lien Obligations. 
 “Collateral Agent” means (i) in the case of any Credit Agreement
Obligations, the Credit Agreement Collateral Agent, (ii) in the case of the Indenture Obligations, the Notes Collateral Agent, and (iii) in the case of any Series of Additional First Lien Obligations or Additional First Lien Secured Parties that
become subject to this Agreement after the date hereof, the Additional Agent named for such Series in the applicable Joinder Agreement. 

“Controlling Secured Parties” means, with respect to any Shared Collateral, the Series of First Lien Secured Parties whose
Collateral Agent is the Applicable Authorized Representative for such Shared Collateral. 
 “Credit Agreement” means that
certain Amended and Restated Credit Agreement dated as of March 18, 1999, as amended and restated as of April 11, 2012, (as the same may be amended, amended and restated, replaced, refinanced, supplemented or otherwise modified from time to time),
among the Borrower, Holdings, the lenders party thereto from time to time, Bank of America, N.A., as administrative agent, and the other parties thereto. 

“Credit Agreement Collateral Agent” has the meaning assigned to such term in the preamble hereto. 

  
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 “Credit Agreement Obligations” means (i) the “Obligations” as defined
in the Credit Agreement and (ii) the TWC Notes Obligations. 
 “Credit Agreement Secured Parties” means the
“Secured Parties” as defined in the Credit Agreement and the TWC Notes Secured Parties. 
 “Credit Agreement Security
Agreement” means the “Guarantee and Collateral Agreement” as defined in the Credit Agreement. 
 “DIP
Financing” has the meaning assigned to such term in Section 2.05(b). 
 “DIP Financing Liens” has the meaning
assigned to such term in Section 2.05(b). 
 “DIP Lenders” has the meaning assigned to such term in
Section 2.05(b). 
 “Discharge” means, with respect to any Shared Collateral and any Series of First Lien Obligations,
the date on which such Series of First Lien Obligations is no longer secured by such Shared Collateral. The term “Discharged” shall have a corresponding meaning. 

“Discharge of First Lien Obligations” means, with respect to any Shared Collateral, the Discharge of the applicable First
Lien Obligations with respect to such Shared Collateral; provided that a Discharge of First Lien Obligations shall not be deemed to have occurred in connection with a Refinancing of such First Lien Obligations with additional First Lien
Obligations secured by such Shared Collateral under an Additional First Lien Document which has been designated in writing by the applicable Collateral Agent (under First Lien Obligation so Refinanced) or by the Borrower, in each case, to each other
Collateral Agent as a “First Lien Obligation” for purposes of this Agreement. 
 “Event of Default” means an
“Event of Default” (or any other similarly defined term) as defined in any Secured Credit Document. 
 “First Lien
Obligations” means, collectively, (i) the Credit Agreement Obligations, (ii) the Indenture Obligations, and (iii) each Series of Additional First Lien Obligations. 

“First Lien Secured Parties” means (i) the Credit Agreement Secured Parties, (ii) the Indenture Secured Parties and
(iii) the Additional First Lien Secured Parties with respect to each Series of Additional First Lien Obligations. 
 “First
Lien Security Documents” means the Credit Agreement Security Agreement, the Notes Security Agreement and each other agreement entered into in favor of any Collateral Agent for the purpose of securing any Series of First Lien Obligations.

 “Grantors” means the Borrower and each other Subsidiary of the Borrower which has granted a security interest pursuant
to any First Lien Security Document to secure any Series of First Lien Obligations. The Grantors existing on the date hereof are Holdings, the Borrower, CCO Capital and each party set forth on Annex I hereto. 

“Holdings” means CCO Holdings, LLC a Delaware limited liability company. 

“Impairment” has the meaning assigned to such term in Section 1.03. 

  
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 “Indenture” means that certain Indenture dated as of July 23, 2015, among CCO
Safari II, LLC (which has since merged with and into CCO), CCO, CCO Capital and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent, as supplemented through the date hereof, and as may further be amended, restated,
supplemented, increased or otherwise modified, refinanced or replaced. 
 “Indenture Obligations” means the
“Obligations” as defined in the Notes Security Agreement. 
 “Indenture Secured Parties” means the “Secured
Parties” as defined in the Notes Security Agreement. 
 “Insolvency or Liquidation Proceeding” means: 

(1) any case commenced by or against any Grantor under any Bankruptcy Law, any other proceeding for the reorganization,
recapitalization or adjustment or marshalling of the assets or liabilities of any Grantor, any receivership or assignment for the benefit of creditors relating to any Grantor or any similar case or proceeding relative to any Grantor or its
creditors, as such, in each case whether or not voluntary; 
 (2) any liquidation, dissolution, marshalling of assets or
liabilities or other winding up of or relating to any Grantor, in each case whether or not voluntary and whether or not involving bankruptcy or insolvency; or 

(3) any other proceeding of any type or nature in which substantially all claims of creditors of any Grantor are determined and
any payment or distribution is or may be made on account of such claims. 
 “Intervening Creditor” shall have the meaning
assigned to such term in Section 2.01(a). 
 “Joinder Agreement” means a supplement to this Agreement in the form of
Annex II hereof required to be delivered by an Additional Agent to the Applicable Authorized Representative pursuant to Section 5.13 hereto in order to establish an additional Series of Additional First Lien Obligations and become
Additional First Lien Secured Parties hereunder. 
 “Major Non-Applicable Authorized Representative” means, with respect to
any Shared Collateral, the Collateral Agent (other than the Credit Agreement Collateral Agent) of the Series of First Lien Obligations (other than the Credit Agreement Obligations) that constitutes the largest outstanding principal amount of any
then outstanding Series of First Lien Obligations (excluding the Series of Credit Agreement Obligations) with respect to such Shared Collateral. 

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

“Non-Applicable Authorized Representative” means, at any time with respect to any Shared Collateral, any Collateral Agent
that is not the Applicable Authorized Representative at such time with respect to such Shared Collateral. 
 “Non-Applicable
Authorized Representative Enforcement Date” means, with respect to any Non-Applicable Authorized Representative, the date which is 90 days (throughout which 90 day period such Non-Applicable Authorized Representative was the Major
Non-Applicable Authorized 

  
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Representative) after the occurrence of both (i) an Event of Default under and as defined in the Secured Credit Documents under which such Non-Applicable Authorized Representative is the
Major Non-Applicable Authorized Representative and (ii) the Applicable Authorized Representative and each other Collateral Agent’s receipt of written notice from such Non-Applicable Authorized Representative certifying that (x) such
Non-Applicable Authorized Representative is the Major Non-Applicable Authorized Representative and that an Event of Default under and as defined in the Secured Credit Documents under which such Non-Applicable Authorized Representative is the
Collateral Agent has occurred and is continuing and (y) the First Lien Obligations of the Series with respect to which such Non-Applicable Authorized Representative is the Collateral Agent are currently due and payable in full (whether as a result
of acceleration thereof or otherwise) in accordance with the terms of the applicable Secured Credit Documents; provided that the Non-Applicable Authorized Representative Enforcement Date shall be stayed and shall not occur and shall be deemed
not to have occurred with respect to any Shared Collateral (1) at any time the Applicable Authorized Representative has commenced and is diligently pursuing any enforcement action with respect to such Shared Collateral or (2) at any time
the Grantor which has granted a security interest in such Shared Collateral is then a debtor under or with respect to (or otherwise subject to) any Insolvency or Liquidation Proceeding. 

“Non-Controlling Secured Parties” means, with respect to any Shared Collateral, the First Lien Secured Parties which are not
Controlling Secured Parties with respect to such Shared Collateral. 
 “Notes Collateral Agent” has the meaning assigned to
such term in the preamble hereto. 
 “Notes Security Agreement” means the “Collateral Agreement” as defined in
the Indenture. 
 “Possessory Collateral” means any Shared Collateral in the possession of any Collateral Agent (or its
agents or bailees), to the extent that possession thereof perfects a Lien thereon under the Uniform Commercial Code of any jurisdiction or any other applicable law. Possessory Collateral includes, without limitation, any certificated securities,
Promissory Notes, Instruments, and Chattel Paper, in each case, delivered to or in the possession of the Collateral Agent under the terms of the First Lien Security Documents. 

“Proceeds” has the meaning assigned to such term in Section 2.01(a). 

“Refinance” means, in respect of any Indebtedness, to refinance, extend, renew, defease, amend, increase, modify, supplement,
restructure, refund, replace or repay, or to issue other Indebtedness or enter alternative financing arrangements, in exchange or replacement for such Indebtedness (in whole or in part), including by adding or replacing lenders, creditors, agents,
borrowers and/or guarantors, and including in each case, but not limited to, after the original instrument giving rise to such Indebtedness has been terminated and including, in each case, through any credit agreement, indenture or other agreement.
“Refinanced” and “Refinancing” have correlative meanings. 
 “Secured Credit Document”
means (i) the Credit Agreement and each other Loan Document (as defined in the Credit Agreement), (ii) the Indenture, the Notes (as defined in the Indenture) and the Notes Security Agreement, (iii) the TWC Indenture, the TWCE Indenture,
the TWC Notes, and (iv) each Additional First Lien Document. 
 “Senior Class Debt” shall have the meaning assigned to
such term in Section 5.13. 

  
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 “Senior Class Debt Parties” shall have the meaning assigned to such term in
Section 5.13. 
 “Senior Class Debt Representative” shall have the meaning assigned to such term in Section 5.13.

 “Senior Lien” means the Liens on the Collateral in favor of the First Lien Secured Parties under the First Lien Security
Documents. 
 “Series” means (a) with respect to the First Lien Secured Parties, each of (i) the Credit Agreement
Secured Parties (in their capacities as such), (ii) the Indenture Secured Parties (in their capacity as such), and (iii) the Additional First Lien Secured Parties that become subject to this Agreement after the date hereof that are
represented by a common Collateral Agent (in its capacity as such for such Additional First Lien Secured Parties) and (b) with respect to any First Lien Obligations, each of (i) the Credit Agreement Obligations, (ii) the Indenture
Obligations, and (iii) the Additional First Lien Obligations incurred pursuant to any Additional First Lien Debt Facility or any related Additional First Lien Documents, which pursuant to any Joinder Agreement, are to be represented hereunder
by a common Collateral Agent (in its capacity as such for such Additional First Lien Obligations). 
 “Shared Collateral”
means, at any time, Collateral in which the holders of two or more Series of First Lien Obligations (or their respective Collateral Agents) hold a valid and perfected security interest at such time. If more than two Series of First Lien Obligations
are outstanding at any time and the holders of less than all Series of First Lien Obligations hold a valid and perfected security interest in any Collateral at such time, then such Collateral shall constitute Shared Collateral for those Series of
First Lien Obligations that hold a valid security interest in such Collateral at such time and shall not constitute Shared Collateral for any Series which does not have a valid and perfected security interest in such Collateral at such time. 

“TWC” means Time Warner Cable Inc., and any successor Person thereto. 

“TWCE Indenture” means that certain Indenture dated as of April 30, 1992, among Time Warner Inc., Time Warner Entertainment
Company, L.P., and The Bank of New York, as Trustee, as such Indenture may be amended, restated, supplemented, increased or otherwise modified, refinanced or replaced. 

“TWC Indenture” means that certain Indenture dated as of April 9, 2007, among the TWC, TW NY Cable Holding Inc., as
Guarantor, Time Warner Entertainment Company, L.P., as Guarantor, and The Bank of New York, as Trustee, as such Indenture may be amended, restated, supplemented, increased or otherwise modified, refinanced or replaced. 

“TWC Notes” means any debt securities of TWC or any of its Subsidiaries (other than debt securities held by TWC or any of its
Subsidiaries) on the date hereof. 
 “TWC Notes Obligations” means the “Equally and Ratably Secured Notes
Obligations” as defined in the Credit Agreement Security Agreement to the extent secured by a Lien on any Collateral. 
 “TWC
Notes Secured Parties” means any holder of any TWC Notes Obligations to the extent secured by a Lien on any Collateral. 

  
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 “Uniform Commercial Code” or “UCC” means the New York UCC, or
the Uniform Commercial Code (or any similar or comparable legislation) of another jurisdiction, to the extent it may be required to apply to any item or items of Collateral. 

SECTION 1.02 Terms Generally. The definitions of terms herein shall apply equally to the singular and plural forms of the terms
defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include”, “includes” and “including” shall be deemed to be followed by the phrase
“without limitation”. The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or reference to any agreement, instrument,
other document, statute or regulation herein shall be construed as referring to such agreement, instrument, other document, statute or regulation as from time to time amended, supplemented or otherwise modified, (ii) any reference herein to any
Person shall be construed to include such Person’s successors and assigns, but shall not be deemed to include the subsidiaries of such Person unless express reference is made to such subsidiaries, (iii) the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to refer to this Agreement in its entirety and not to any particular provision hereof, (iv) all references herein to Articles, Sections and Annexes
shall be construed to refer to Articles, Sections and Annexes of this Agreement, (v) unless otherwise expressly qualified herein, 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, securities, accounts and contract rights and (vi) the term “or” is not exclusive. 

SECTION 1.03 Impairments. It is the intention of the First Lien Secured Parties of each Series that the holders of First Lien
Obligations of such Series (and not the First Lien Secured Parties of any other Series) bear the risk of (i) any determination by a court of competent jurisdiction that (x) any of the First Lien Obligations of such Series are unenforceable
under applicable law or are subordinated to any other obligations (other than another Series of First Lien Obligations), (y) any of the First Lien Obligations of such Series do not have an enforceable security interest in any of the Collateral
securing any other Series of First Lien Obligations and/or (z) any intervening security interest exists securing any other obligations (other than another Series of First Lien Obligations) on a basis ranking prior to the security interest of
such Series of First Lien Obligations but junior to the security interest of any other Series of First Lien Obligations or (ii) the existence of any Collateral for any other Series of First Lien Obligations that is not Shared Collateral (any
such condition referred to in the foregoing clauses (i) or (ii) with respect to any Series of First Lien Obligations, an “Impairment” of such Series); provided that the existence of a maximum claim with respect to
Mortgaged Properties (as defined in the Credit Agreement) which applies to all First Lien Obligations shall not be deemed to be an Impairment of any Series of First Lien Obligations. In the event of any Impairment with respect to any Series of First
Lien Obligations, the results of such Impairment shall be borne solely by the holders of such Series of First Lien Obligations, and the rights of the holders of such Series of First Lien Obligations (including, without limitation, the right to
receive distributions in respect of such Series of First Lien Obligations pursuant to Section 2.01) set forth herein shall be modified to the extent necessary so that the effects of such Impairment are borne solely by the holders of the Series
of such First Lien Obligations subject to such Impairment. Additionally, in the event the First Lien Obligations of any Series are modified pursuant to applicable law (including, without limitation, pursuant to Section 1129 of the Bankruptcy
Code), any reference to such First Lien Obligations or the Secured Credit Documents governing such First Lien Obligations shall refer to such obligations or such documents as so modified. 

  
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 ARTICLE II 

Priorities and Agreements with Respect to Shared Collateral 

SECTION 2.01 Priority of Claims. 

(a) Anything contained herein or in any of the Secured Credit Documents to the contrary notwithstanding (but subject to Section 1.03), if
an Event of Default has occurred and is continuing, and the Applicable Authorized Representative is taking action to enforce rights in respect of any Shared Collateral, or any distribution is made in respect of any Shared Collateral in any
Bankruptcy Case of any Grantor or any First Lien Secured Party receives any payment pursuant to any intercreditor agreement (other than this Agreement) with respect to any Shared Collateral, the proceeds of any sale, collection or other liquidation
of any such Shared Collateral by any Collateral Agent or any First Lien Secured Party and proceeds of any such distribution or payment (all proceeds of any sale, collection or other liquidation of any Shared Collateral and all proceeds of any such
distribution or payment being collectively referred to as “Proceeds”), shall be applied (i) FIRST, to the payment of all amounts owing to each Collateral Agent (in its capacity as such) pursuant to the terms of any Secured
Credit Document, (ii) SECOND, subject to Section 1.03, to the payment in full of the First Lien Obligations of each Series on a ratable basis, with such Proceeds to be applied to the First Lien Obligations of a given Series in accordance
with the terms of the applicable Secured Credit Documents and (iii) THIRD, after the Discharge of all First Lien Obligations, to the Grantors or their successors or assigns, as their interests may appear, or otherwise, or as a court of competent
jurisdiction may direct. Notwithstanding the foregoing, with respect to any Shared Collateral for which a third party (other than a First Lien Secured Party) has a lien or security interest that is junior in priority to the security interest of
any Series of First Lien Obligations, but senior (as determined by appropriate legal proceedings in the case of any dispute) to the security interest of any other Series of First Lien Obligations (such third party an “Intervening
Creditor”), the value of any Shared Collateral or Proceeds which are allocated to such Intervening Creditor shall be deducted on a ratable basis solely from the Shared Collateral or Proceeds to be distributed in respect of the Series of
First Lien Obligations with respect to which such Impairment exists. If, despite the provisions of this Section 2.01(a), any First Lien Secured Party shall receive any payment or other recovery in excess of its portion of payments on account of
the First Lien Obligations to which it is then entitled in accordance with this Section 2.01(a), such First Lien Secured Party shall hold such payment or recovery in trust for the benefit of all First Lien Secured Parties for distribution in
accordance with this Section 2.01(a). 
 (b) It is acknowledged that the First Lien Obligations of any Series may, subject to the
limitations set forth in the then extant Secured Credit Documents, be increased, extended, renewed, replaced, restated, supplemented, restructured, repaid, refunded, Refinanced or otherwise amended or modified from time to time, all without
affecting the priorities set forth in Section 2.01(a) or the provisions of this Agreement defining the relative rights of the First Lien Secured Parties of any Series. 

(c) Notwithstanding the date, time, method, manner or order of grant, attachment or perfection of any Liens securing any Series of First Lien
Obligations granted on the Shared Collateral and notwithstanding any provision of the Uniform Commercial Code of any jurisdiction or any other applicable law or the Secured Credit Documents or any defect or deficiencies in the Liens securing the
First Lien Obligations of any Series or any other circumstance whatsoever (but, in each case, subject to Section 1.03), each Collateral Agent, for itself and on behalf of each applicable First Lien Secured Party, hereby agrees that (i) the
Liens securing each Series of First Lien Obligations on any Shared Collateral shall be of equal priority and (ii) the benefits and proceeds of the Shared Collateral shall be shared among the First Lien Secured Parties as provided herein. 

  
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 SECTION 2.02 Actions with Respect to Shared Collateral; Prohibition on Contesting Liens.

 (a) With respect to any Shared Collateral, (i) only the Applicable Authorized Representative shall act or refrain from acting with
respect to the Shared Collateral (including with respect to any intercreditor agreement with respect to any Shared Collateral) and (ii) no Non-Applicable Authorized Representative or other Non-Controlling Secured Party shall or shall instruct
the Applicable Authorized Representative to, commence any judicial or nonjudicial foreclosure proceedings with respect to, seek to have a trustee, receiver, liquidator or similar official appointed for or over, attempt any action to take possession
of, exercise any right, remedy or power with respect to, or otherwise take any action to enforce its security interest in or realize upon, or take any other action available to it in respect of, any Shared Collateral (including with respect to any
intercreditor agreement with respect to any Shared Collateral), whether under any First Lien Security Document, applicable law or otherwise, it being agreed that only the Applicable Authorized Representative shall be entitled to take any such
actions or exercise any such remedies with respect to Shared Collateral; provided that, notwithstanding the foregoing, (i) in any Bankruptcy Case, any Collateral Agent or any other First Lien Secured Party may file a proof of claim or
statement of interest with respect to the applicable series of First Lien Obligations owed to the applicable series of First Lien Secured Parties; (ii) any Collateral Agent or any other First Lien Secured Party may take any action to preserve or
protect the validity and enforceability of the Liens granted in favor of First Lien Secured Parties, provided that no such action is, or could reasonably be expected to be, (A) adverse to the Liens granted in favor of the Controlling Secured Parties
or the rights of the Applicable Authorized Representative or any other Controlling Secured Parties to exercise remedies in respect thereof or (B) otherwise inconsistent with the terms of this Agreement; and (iii) any Collateral Agent or any other
First Lien Secured Party may file any responsive or defensive pleadings in opposition to any motion, claim, adversary proceeding or other pleading made by any Person objecting to or otherwise seeking the disallowance of the claims of such First Lien
Secured Party, including any claims secured by the Shared Collateral, in each case, to the extent not inconsistent with the terms of this Agreement. Notwithstanding the equal priority of the Liens, the Applicable Authorized Representative may
deal with the Shared Collateral as if such Applicable Authorized Representative had a senior Lien on such Collateral. No Non-Applicable Authorized Representative or Non-Controlling Secured Party will contest, protest or object to any foreclosure
proceeding or action brought by the Applicable Authorized Representative or Controlling Secured Party or any other exercise by the Applicable Authorized Representative or Controlling Secured Party of any rights and remedies relating to the Shared
Collateral. The foregoing shall not be construed to limit the rights and priorities of any First Lien Secured Party or Collateral Agent with respect to any Collateral not constituting Shared Collateral. 

(b) Each Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party, to be bound by the provisions of this
Agreement. 
 (c) Each Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party, that it will not (and
hereby waives any right to) contest or support any other Person in contesting, in any proceeding (including any Insolvency or Liquidation Proceeding), the perfection, priority, validity, attachment or enforceability of a Lien held by or on behalf of
any of the First Lien Secured Parties in all or any part of the Collateral, or the provisions of this Agreement; provided that nothing in this Agreement shall be construed to prevent or impair the rights of any Collateral Agent or any other
First Lien Secured Party to enforce this Agreement. 
 SECTION 2.03 No Interference; Payment Over. 

(a) Each Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party, that (i) it will not challenge,
or support any other Person in challenging, in any 

  
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proceeding the validity or enforceability of any First Lien Obligations of any Series or any First Lien Security Document or the validity, attachment, perfection or priority of any Lien under any
First Lien Security Document or the validity or enforceability of the priorities, rights or duties established by or other provisions of this Agreement; (ii) it will not take or cause to be taken any action the purpose or intent of which is, or
could be, to interfere, hinder or delay, in any manner, whether by judicial proceedings or otherwise, any sale, transfer or other disposition of the Shared Collateral by the Applicable Authorized Representative, (iii) it will not institute in
any Bankruptcy Case or other proceeding any claim against the Applicable Authorized Representative or any other First Lien Secured Party seeking damages from or other relief by way of specific performance, instructions or otherwise with respect to
any Shared Collateral, and none of the Applicable Authorized Representative or any other First Lien Secured Party shall be liable for any action taken or omitted to be taken by the Applicable Authorized Representative or other First Lien Secured
Party with respect to any Shared Collateral in accordance with the provisions of this Agreement, (iv) it will not seek, and hereby waives any right, to have any Shared Collateral or any part thereof marshaled upon any foreclosure or other
disposition of such Collateral and (v) it will not attempt, directly or indirectly, whether by judicial proceedings or otherwise, to challenge the enforceability of any provision of this Agreement; provided that nothing in this Agreement
shall be construed to prevent or impair the rights of any Collateral Agent or any other First Lien Secured Party to enforce this Agreement. 

(b) Each Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party, that if it shall obtain possession of
any Shared Collateral or shall realize any proceeds or payment in respect of any such Shared Collateral, pursuant to any First Lien Security Document or by the exercise of any rights available to it under applicable law or in any Insolvency or
Liquidation Proceeding or through any other exercise of remedies (including pursuant to any intercreditor agreement), at any time prior to the Discharge of each of the First Lien Obligations, then it shall hold such Shared Collateral, proceeds or
payment in trust for the other First Lien Secured Parties that have a security interest in such Shared Collateral and promptly transfer such Shared Collateral, Proceeds or payment, as the case may be, to the Applicable Authorized Representative, to
be distributed in accordance with the provisions of Section 2.01 hereof. 
 SECTION 2.04 Automatic Release of Liens; Amendments to
First Lien Security Documents. 
 (a) If, at any time the Applicable Authorized Representative forecloses upon or otherwise exercises
remedies against any Shared Collateral resulting in a sale or disposition thereof, then (whether or not any Insolvency or Liquidation Proceeding is pending at the time) the Liens in favor of each Collateral Agent for the benefit of each Series of
First Lien Secured Parties upon such Shared Collateral will automatically be released and discharged; provided that any proceeds of any Shared Collateral realized therefrom shall be applied pursuant to Section 2.01 hereof. 

(b) Each Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured Party, that each Collateral Agent may enter
into any amendment to any First Lien Security Document that does not violate this Agreement. 
 (c) Each Collateral Agent agrees to execute
and deliver (at the sole cost and expense of the Grantors) all such authorizations and other instruments as shall reasonably be requested by the Applicable Authorized Representative to evidence and confirm any release of Shared Collateral provided
for in this Section. 

  
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 SECTION 2.05. Certain Agreements with Respect to Bankruptcy or Insolvency Proceedings.

 (a) This Agreement shall continue in full force and effect notwithstanding the commencement of any proceeding under the Bankruptcy Code
or any other Federal, state or foreign bankruptcy, insolvency, receivership or similar law by or against Holdings or any of its Subsidiaries. 

(b) If any Grantor shall become subject to a case (a “Bankruptcy Case”) under the Bankruptcy Code and shall, as
debtor(s)-in-possession, move for approval of financing (“DIP Financing”) to be provided by one or more lenders (the “DIP Lenders”) under Section 364 of the Bankruptcy Code or any equivalent provision of any
other Bankruptcy Law or the use of cash collateral under Section 363 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law, each Collateral Agent agrees, for itself and on behalf of each applicable First Lien Secured
Party, that it will raise no objection to any such financing or to the Liens on the Shared Collateral securing the same (“DIP Financing Liens”) or to any use of cash collateral that constitutes Shared Collateral unless the
Applicable Authorized Representative, shall then oppose or object to such DIP Financing or such DIP Financing Liens or use of cash collateral (and (i) to the extent that such DIP Financing Liens are senior to the Liens on any such Shared
Collateral for the benefit of the Controlling Secured Parties, each Non-Controlling Secured Party will subordinate its Liens with respect to such Shared Collateral on the same terms as the Liens of the Controlling Secured Parties (other than any
Liens of any First Lien Secured Parties constituting DIP Financing Liens) are subordinated thereto, and (ii) to the extent that such DIP Financing Liens rank pari passu with the Liens on any such Shared Collateral granted to secure the
First Lien Obligations of the Controlling Secured Parties, each Non-Controlling Secured Party will confirm the priorities with respect to such Shared Collateral as set forth herein), in each case so long as (A) the First Lien Secured Parties of
each Series retain the benefit of their Liens on all such Shared Collateral pledged to the DIP Lenders, including proceeds thereof arising after the commencement of such proceeding, with the same priority vis-a-vis all the other First Lien Secured
Parties (other than any Liens of the First Lien Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (B) the First Lien Secured Parties of each Series are granted Liens on any additional
collateral pledged to any First Lien Secured Parties as adequate protection or otherwise in connection with such DIP Financing or use of cash collateral, with the same priority vis-a-vis the First Lien Secured Parties (other than any Liens of the
First Lien Secured Parties constituting DIP Financing Liens) as existed prior to the commencement of the Bankruptcy Case, (C) if any amount of such DIP Financing or cash collateral is applied to repay any of the First Lien Obligations, such
amount is applied pursuant to Section 2.01 of this Agreement, and (D) if any First Lien Secured Parties are granted adequate protection with respect to First Lien Obligations subject hereto, including in the form of periodic payments, in
connection with such DIP Financing or use of cash collateral, the proceeds of such adequate protection are applied pursuant to Section 2.01 of this Agreement; provided that the First Lien Secured Parties of each Series shall have a right
to object to the grant of a Lien to secure the DIP Financing over any Collateral subject to Liens in favor of the First Lien Secured Parties of such Series or its Collateral Agent that shall not constitute Shared Collateral; and provided,
further, that the First Lien Secured Parties receiving adequate protection shall not object to any other First Lien Secured Party receiving adequate protection comparable to any adequate protection granted to such First Lien Secured Parties
in connection with a DIP Financing or use of cash collateral. 
 SECTION 2.06. Reinstatement. In the event that any of the First Lien
Obligations shall be paid in full and such payment or any part thereof shall subsequently, for whatever reason (including an order or judgment for disgorgement of a preference under the Bankruptcy Code, or any similar law, or the settlement of any
claim in respect thereof), be required to be returned or repaid, the terms and conditions of this Article II shall be fully applicable thereto until all such First Lien Obligations shall again have been paid in full in cash. 

  
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 SECTION 2.07. Insurance. As between the First Lien Secured Parties, the Applicable
Authorized Representative shall have the right to adjust or settle any insurance policy or claim covering or constituting Shared Collateral in the event of any loss thereunder and to approve any award granted in any condemnation or similar
proceeding affecting the Shared Collateral. 
 SECTION 2.08. Refinancings. The First Lien Obligations of any Series may be
Refinanced, in whole or in part, in each case, without notice to, or the consent (except to the extent a consent is otherwise required to permit the Refinancing transaction under any Secured Credit Document) of any First Lien Secured Party of any
other Series, all without affecting the priorities provided for herein or the other provisions hereof; provided that the Collateral Agent of the holders of any such Refinancing indebtedness shall have executed a Joinder Agreement on behalf of
the holders of such Refinancing indebtedness. 
 SECTION 2.09. Possessory Collateral Agent as Gratuitous Bailee for Perfection. 

(a) The Applicable Authorized Representative agrees to hold any Shared Collateral constituting Possessory Collateral that is part of the
Shared Collateral in its possession or control (or in the possession or control of its agents or bailees) as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee solely for the purpose of perfecting the
security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09; provided that at any time after the Discharge
of the First Lien Obligations of the Series for which the Applicable Authorized Representative is acting, the Applicable Authorized Representative shall (at the sole cost and expense of the Grantors), promptly deliver all Possessory Collateral to
the Applicable Authorized Representative (after giving effect to the Discharge of such First Lien Obligations) together with any necessary endorsements reasonably requested by the Applicable Authorized Representative (or make such other arrangements
as shall be reasonably requested by the Applicable Authorized Representative to allow the Applicable Authorized Representative to obtain control of such Possessory Collateral). Pending delivery to the Applicable Authorized Representative, each other
Collateral Agent agrees to hold any Shared Collateral constituting Possessory Collateral, from time to time in its possession, as gratuitous bailee and agent for the benefit of each other First Lien Secured Party and any assignee, solely for the
purpose of perfecting the security interest granted in such Possessory Collateral, if any, pursuant to the applicable First Lien Security Documents, in each case, subject to the terms and conditions of this Section 2.09. 

(b) The duties or responsibilities of the Applicable Authorized Representative and each other Collateral Agent under this Section 2.09
shall be limited solely to holding any Shared Collateral constituting Possessory Collateral as gratuitous bailee and agent for the benefit of each other First Lien Secured Party for purposes of perfecting the Lien held by such First Lien Secured
Parties therein. 
 ARTICLE III 

Existence and Amounts of Liens and Obligations 

SECTION 3.01. Determinations with Respect to Amounts of Liens and Obligations. Whenever any Collateral Agent shall be required, in
connection with the exercise of its rights or the performance of its obligations hereunder, to determine the existence or amount of any First Lien Obligations of any Series, or the Shared Collateral subject to any Lien securing the First Lien
Obligations of any Series, it may request that such information be furnished to it in writing by each other Collateral Agent and shall be entitled to make such determination on the basis of the information so furnished; provided,
however, that if any Collateral Agent shall fail or refuse reasonably promptly to provide the requested information, the requesting Collateral Agent shall be entitled to make any such determination by such method


  
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as it may, in the exercise of its good faith judgment, determine, including by reliance upon a certificate of the Borrower. Each Collateral Agent may rely conclusively, and shall be fully
protected in so relying, on any determination made by it in accordance with the provisions of the preceding sentence (or as otherwise directed by a court of competent jurisdiction) and shall have no liability to any Grantor, any First Lien Secured
Party or any other Person as a result of such determination. 
 ARTICLE IV 

The Applicable Authorized Representative 

SECTION 4.01. Appointment and Authority. 

(a) Each of the First Lien Secured Parties hereby irrevocably appoints and authorizes the Applicable Authorized Representative to take such
actions on its behalf and to exercise such powers as are delegated to the Applicable Authorized Representative by the terms hereof, together with such powers and discretion as are reasonably incidental thereto. In this connection, the Applicable
Authorized Representative and any co-agents, sub-agents and attorneys-in-fact appointed by the Applicable Authorized Representative pursuant to the applicable Secured Credit Documents for purposes of holding or enforcing any Lien on the Collateral
(or any portion thereof) granted under any of the First Lien Security Documents, or for exercising any rights and remedies thereunder shall be entitled to the benefits of all provisions of this Article IV and Section 9 of the Credit Agreement and
the equivalent provision of the Indenture and the Notes Security Agreement and any Additional First Lien Document (as though such co-agents, sub-agents and attorneys-in-fact were the “Collateral Agent” named therein) as if set forth in
full herein with respect thereto. Without limiting the foregoing, each of the First Lien Secured Parties, and each Collateral Agent, hereby agrees to provide such cooperation and assistance as may be reasonably requested by the Applicable Authorized
Representative to facilitate and effect actions taken or intended to be taken by the Applicable Authorized Representative pursuant to this Article IV, such cooperation to include execution and delivery of notices, instruments and other documents as
are reasonably deemed necessary by the Applicable Authorized Representative to effect such actions, and joining in any action, motion or proceeding initiated by the Applicable Authorized Representative for such purposes. 

(b) Each Non-Controlling Secured Party acknowledges and agrees that the Applicable Authorized Representative shall be entitled, for the
benefit of the First Lien Secured Parties, to sell, transfer or otherwise dispose of or deal with any Shared Collateral as provided herein and in the First Lien Security Documents, without regard to any rights to which the Non-Controlling Secured
Parties would otherwise be entitled as a result of their Credit Agreement Obligations, Indenture Obligations or Additional First Lien Obligations, as applicable. Without limiting the foregoing, each Non-Controlling Secured Party agrees that none of
the Applicable Authorized Representative or any other First Lien Secured Party shall have any duty or obligation first to marshal or realize upon any type of Shared Collateral (or any other Collateral securing any of the First Lien Obligations), or
to sell, dispose of or otherwise liquidate all or any portion of such Shared Collateral (or any other Collateral securing any First Lien Obligations), in any manner that would maximize the return to the Non-Controlling Secured Parties,
notwithstanding that the order and timing of any such realization, sale, disposition or liquidation may affect the amount of proceeds actually received by the Non-Controlling Secured Parties from such realization, sale, disposition or
liquidation. Each of the First Lien Secured Parties waives any claim it may now or hereafter have against the Applicable Authorized Representative or the Collateral Agent for any other Series of First Lien Obligations or any other First Lien
Secured Party of any other Series arising out of (i) any actions that do not violate this Agreement which any Collateral Agent or any First Lien Secured Party takes or omits to take (including, actions with respect to the creation, perfection
or continuation of Liens on any Collateral, actions with respect to the foreclosure upon, sale, release or depreciation of, or failure to 

  
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realize upon, any of the Collateral and actions with respect to the collection of any claim for all or any part of the First Lien Obligations from any account debtor, guarantor or any other
party) in accordance with the First Lien Security Documents or any other agreement related thereto or to the collection of the First Lien Obligations or the valuation, use, protection or release of any security for the First Lien Obligations,
(ii) any election by any Collateral Agent or any holders of First Lien Obligations, in any proceeding instituted under the Bankruptcy Code, of the application of Section 1111(b) of the Bankruptcy Code or (iii) subject to Section 2.05, any
borrowing by, or grant of a security interest or administrative expense priority under Section 364 of the Bankruptcy Code or any equivalent provision of any other Bankruptcy Law by, any Grantor or any of their Subsidiaries, as
debtor-in-possession. 
 SECTION 4.02. Rights as a First Lien Secured Party. 

The Person serving as the Applicable Authorized Representative hereunder shall have the same rights and powers in its capacity as a First Lien
Secured Party under any Series of First Lien Obligations that it holds as any other First Lien Secured Party of such Series and may exercise the same as though it were not the Applicable Authorized Representative and the term “First Lien
Secured Party” or “First Lien Secured Parties” or (as applicable) “Credit Agreement Secured Party”, “Credit Agreement Secured Parties”, “Indenture Secured Party”, “Indenture Secured Parties”,
“Additional First Lien Secured Party” or “Additional First Lien Secured Parties” shall, unless otherwise expressly indicated or unless the context otherwise requires, include the Person serving as the Applicable Authorized
Representative hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory capacity for and generally engage in any kind of business with
the Grantors or any Subsidiary or other Affiliate thereof as if such Person were not the Applicable Authorized Representative hereunder and without any duty to account therefor to any other First Lien Secured Party. 

SECTION 4.03. Exculpatory Provisions. The Applicable Authorized Representative shall not have any duties or obligations except
those expressly set forth herein. Without limiting the generality of the foregoing, the Applicable Authorized Representative: 

(i) shall not be subject to any fiduciary or other implied duties, regardless of whether an Event of Default has occurred and
is continuing; 
 (ii) shall not have any duty to take any discretionary action or exercise any discretionary powers, except
discretionary rights and powers expressly contemplated hereby; provided that the Applicable Authorized Representative shall not be required to take any action that, in its opinion or the opinion of its counsel, may expose the Applicable
Authorized Representative to liability or that is contrary to this Agreement or applicable law; 
 (iii) shall not, except as
expressly set forth herein, have any duty to disclose, and shall not be liable for the failure to disclose, any information relating to a Grantor or any of its Affiliates that is communicated to or obtained by the Person serving as the Applicable
Authorized Representative or any of its Affiliates in any capacity; 
 (iv) shall not be liable for any action taken or not
taken by it (1) in the absence of its own gross negligence or willful misconduct or (2) in reliance on a certificate of an authorized officer of the Borrower stating that such action is permitted by the terms of this Agreement. The Applicable
Authorized Representative shall be deemed not to have knowledge of any Event of Default under any Series of First Lien Obligations unless and until notice describing such Event of Default and referencing applicable agreement is given to the
Applicable Authorized Representative; 

  
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 (v) shall not be responsible for or have any duty to ascertain or inquire into
(1) any statement, warranty or representation made in or in connection with this Agreement or any other First Lien Security Document, (2) the contents of any certificate, report or other document delivered hereunder or thereunder or in
connection herewith or therewith, (3) 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 or Event of Default, (4) the validity,
enforceability, effectiveness or genuineness of this Agreement, any other First Lien Security Document or any other agreement, instrument or document, or the creation, perfection or priority of any Lien purported to be created by the First Lien
Security Documents, (5) the value or the sufficiency of any Collateral for any Series of First Lien Obligations, or (6) the satisfaction of any condition set forth in any Secured Credit Document, other than to confirm receipt of items
expressly required to be delivered to the Applicable Authorized Representative; and 
 (vi) need not segregate money held
hereunder from other funds except to the extent required by law. The Applicable Authorized Representative shall be under no liability for interest on any money received by it hereunder except as otherwise agreed in writing. 

SECTION 4.04. Collateral and Guaranty Matters. Each of the First Lien Secured Parties irrevocably authorizes the applicable
Collateral Agent, at its option and in its discretion, to release any Lien on any property granted to or held by the Collateral Agent under any First Lien Security Document in accordance with Section 2.04 or upon receipt of a written request from
the Borrower stating that the releases of such Lien is permitted by the terms of each then extant Secured Credit Document. 
 ARTICLE V 

Miscellaneous 
 SECTION
5.01. Notices. All notices and other communications provided for herein (including, but not limited to, all the directions and instructions to be provided to the Applicable Authorized Representative herein by the First Lien Secured
Parties) shall be in writing and shall be delivered by hand or overnight courier service, mailed by certified or registered mail or sent by telecopy, as follows: 

(a) if to any Grantor, to the Borrower, at its address at 440 Atlantic Street, 10th Floor, Stamford, Connecticut 06901; 

(b) if to the Credit Agreement Collateral Agent, to it at Bank of America, N.A., 901 Main Street, Dallas Texas 75202; 

(c) if to the Notes Collateral Agent, to it at The Bank of New York Mellon Trust Company, N.A., 2 North LaSalle Street, Suite
1020, Chicago, Illinois 60602; and 
 (d) if to any other Collateral Agent, to it at the address set forth in the applicable
Joinder Agreement. 
 Any party hereto may change its address, fax number or email address for notices and other communications hereunder by notice to the
other parties hereto. Unless otherwise specifically provided herein, any notice or other communication herein required or permitted to be given shall be in writing and, may be personally served, telecopied, electronically mailed or sent by courier
service or U.S. mail and shall be deemed to have been given when delivered in person or by courier service, upon receipt of a telecopy or electronic mail or upon receipt via U.S. mail (registered or certified, with postage prepaid and properly


  
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addressed). For the purposes hereof, the addresses of the parties hereto shall be as set forth above or, as to each party, at such other address as may be designated by such party in a
written notice to all of the other parties. As agreed to in writing among the Applicable Authorized Representative and each other Collateral Agent from time to time, notices and other communications may also be delivered by e-mail to the e-mail
address of a representative of the applicable person provided from time to time by such person. 
 The Notes Collateral Agent agrees to accept and act upon
instructions or directions pursuant to this Agreement sent by unsecured e-mail, pdf, facsimile transmission or other similar unsecured electronic methods, provided, however, that the Notes Collateral Agent shall have received an incumbency
certificate listing persons designated to give such instructions or directions and containing specimen signatures of such designated persons, which such incumbency certificate shall be amended and replaced whenever a person is to be added or deleted
from the listing. If a Grantor, the Credit Agreement Collateral Agent or any other Collateral Agent or Senior Class Debt Representative elects to give the Notes Collateral Agent e-mail or facsimile instructions (or instructions by a similar
electronic method) and the Notes Collateral Agent in its discretion elects to act upon such instructions, the Notes Collateral Agent’s understanding of such instructions shall be deemed controlling. The Notes Collateral Agent shall not be
liable for any losses, costs or expenses arising directly or indirectly from the Notes Collateral Agent’s reliance upon and compliance with such instructions notwithstanding such instructions conflict or are inconsistent with a subsequent
written instruction. Each Grantor, the Credit Agreement Collateral Agent and any other Collateral Agent or Senior Class Debt Representative each agrees to assume all risks arising out of the use of such electronic methods to submit instructions and
directions to the Notes Collateral Agent, including without limitation the risk of the Notes Collateral Agent acting on unauthorized instructions, and the risk or interception and misuse by third parties. 

SECTION 5.02. Waivers; Amendment; Joinder Agreements. 

(a) No failure or delay on the part of any party hereto in exercising any right or power hereunder shall operate as a waiver thereof, nor
shall any single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce such a right or power, preclude any other or further exercise thereof or the exercise of any other right or power. The
rights and remedies of the parties hereto are cumulative and are not exclusive of any rights or remedies that they would otherwise have. No waiver of any provision of this Agreement or consent to any departure by any party therefrom shall in
any event be effective unless the same shall be permitted by paragraph (b) of this Section, and then such waiver or consent shall be effective only in the specific instance and for the purpose for which given. No notice or demand on any party
hereto in any case shall entitle such party to any other or further notice or demand in similar or other circumstances. 
 (b) Neither this
Agreement nor any provision hereof may be terminated, waived, amended or modified (other than pursuant to any Joinder Agreement) except pursuant to an agreement or agreements in writing entered into by each Collateral Agent. The Grantors shall
not have any right to consent to or approve any amendment, modification or waiver of any provision of this Agreement except to the extent their rights or obligations are adversely affected (in which case the Borrower shall have the right to consent
to or approve any such amendment, modification or waiver). 
 (c) Notwithstanding the foregoing, without the consent of any First Lien
Secured Party, any Additional Agent may become a party hereto by execution and delivery of a Joinder Agreement in accordance with Section 5.13 of this Agreement and upon such execution and delivery, such Additional Agent and the Additional First
Lien Secured Parties and Additional First Lien Obligations of the Series for which such Additional Agent is acting shall be subject to the terms hereof. 

  
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 (d) Notwithstanding the foregoing, without the consent of any other Collateral Agent or First
Lien Secured Party, the Applicable Authorized Representative may effect amendments and modifications to this Agreement to the extent necessary to reflect any incurrence of any Additional First Lien Obligations in compliance with the Credit
Agreement, the Indenture and any Additional First Lien Documents. 
 SECTION 5.03. Parties in Interest. This Agreement shall be
binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, as well as the other First Lien Secured Parties, all of whom are intended to be bound by, and to be third party beneficiaries of, this
Agreement. 
 SECTION 5.04. Survival of Agreement. All covenants, agreements, representations and warranties made by any party
in this Agreement shall be considered to have been relied upon by the other parties hereto and shall survive the execution and delivery of this Agreement. 

SECTION 5.05. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original but all of
which when taken together shall constitute a single contract. Delivery of an executed signature page to this Agreement by facsimile, PDF or other electronic transmission shall be as effective as delivery of a manually signed counterpart of this
Agreement. 
 SECTION 5.06 Severability. Any provision of this Agreement held to be invalid, illegal or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability without affecting the validity, legality and enforceability of the remaining provisions hereof; and the invalidity of a
particular provision in a particular jurisdiction shall not invalidate such provision in any other jurisdiction. The parties shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION
5.07. Authorization. By its signature, each Person executing this Agreement on behalf of a party hereto represents and warrants to the other parties hereto that it is duly authorized to execute this Agreement. The Credit Agreement Collateral
Agent represents and warrants that this Agreement is binding upon the Credit Agreement Secured Parties. The Notes Collateral Agent represents and warrants that this Agreement is binding upon the Indenture Secured Parties. This Agreement is the
“First Priority Intercreditor Agreement” under and as defined in the Indenture. 
 SECTION 5.08. Submission to Jurisdiction
Waivers; Consent to Service of Process. Each Collateral Agent, on behalf of itself and the First Lien Secured Parties of the Series for whom it is acting, irrevocably and unconditionally: 

(a) submits for itself and its property in any legal action or proceeding relating to this Agreement, or for recognition and
enforcement of any judgment in respect thereof, to the exclusive jurisdiction of the courts of the State of New York sitting in New York County, 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 forum and agrees not to plead or claim the same; 

  
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 (c) agrees that service of process in any such action or proceeding may be
effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to such Person (or its Collateral Agent) at the address referred to in 5.01; 

(d) agrees that nothing herein shall affect the right of any other party hereto (or any First Lien Secured Party) to effect
service of process in any other manner permitted by law or shall limit the right of any party hereto (or any First Lien Secured Party) 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 5.08 any special, exemplary, punitive or consequential damages. 
 SECTION 5.09. GOVERNING
LAW; WAIVER OF JURY TRIAL.  
 (A) THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH,
THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS, EXCEPT AS REQUIRED BY MANDATORY PROVISIONS OF LAW. 

(B) EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS
AGREEMENT AND FOR ANY COUNTERCLAIM THEREIN. 
 SECTION 5.10. Headings. Article, Section and Annex headings used herein are
for convenience of reference only, are not part of this Agreement and are not to affect the construction of, or to be taken into consideration in interpreting, this Agreement. 

SECTION 5.11. Conflicts. In the event of any conflict or inconsistency between the provisions of this Agreement and the provisions
of any of the other First Lien Security Documents or Additional First Lien Documents, the provisions of this Agreement shall control. 

SECTION 5.12. Provisions Solely to Define Relative Rights. The provisions of this Agreement are and are intended solely for the
purpose of defining the relative rights of the First Lien Secured Parties in relation to one another. No Grantor or any other creditor thereof shall have any rights or obligations hereunder, except as expressly provided in this Agreement
(provided that nothing in this Agreement (other than Section 2.04, 2.05 or 2.09) is intended to or will amend, waive or otherwise modify the provisions of the Credit Agreement, the TWC Indenture, the TWCE Indenture, the Indenture or any Additional
First Lien Documents), and no Grantor may rely on the terms hereof (other than Section 2.04, 2.05 or 2.09). Nothing in this Agreement is intended to or shall impair the obligations of any Grantor, which are absolute and unconditional, to pay the
First Lien Obligations as and when the same shall become due and payable in accordance with their terms. 
 SECTION 5.13. Additional
First Lien Obligations. To the extent, but only to the extent permitted by the provisions of the Credit Agreement, the TWC Indenture, the TWCE Indenture, the Indenture and the Additional First Lien Documents, the Borrower may incur
Additional First Lien Obligations. Any such additional class or series of Additional First Lien Obligations (the “Senior Class Debt”) may be secured by a Lien and may be guaranteed by the Grantors on a pari passu basis, in each case
under and pursuant to the Additional First Lien Documents, if and subject to the condition that the Collateral Agent of any such Senior Class Debt (each, a “Senior Class Debt Representative”), acting on behalf of the holders of such
Senior Class Debt (such Collateral Agent and holders in respect of any Senior Class Debt being referred to as the “Senior Class Debt Parties”), becomes a party to this Agreement by satisfying the conditions set forth in clauses (i)
through (iv) of the immediately succeeding paragraph. 

  
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 In order for a Senior Class Debt Representative to become a party to this Agreement, 

(i) such Senior Class Debt Representative, the Applicable Authorized Representative and each Grantor shall have executed and
delivered an instrument substantially in the form of Annex IV (with such changes as may be reasonably approved by the Applicable Authorized Representative and such Senior Class Debt Representative) pursuant to which such Senior Class Debt
Representative becomes a Collateral Agent and Additional Agent hereunder, and the Senior Class Debt in respect of which such Senior Class Debt Representative is the Collateral Agent and the related Senior Class Debt Parties become subject hereto and
bound hereby; 
 (ii) the Borrower shall have delivered to the Applicable Authorized Representative true and complete copies
of each of the Additional First Lien Documents relating to such Senior Class Debt, certified as being true and correct by a Responsible Officer of the Borrower; 

(iii) the Borrower shall have delivered to the Applicable Authorized Representative an Officer’s Certificate stating that
such Additional First Lien Obligations are permitted by each applicable Secured Credit Document to be incurred, or to the extent a consent is otherwise required to permit the incurrence of such Additional First Lien Obligations under any Secured
Credit Document, each Grantor has obtained the requisite consent; and 
 (iv) the Additional First Lien Documents, as
applicable, relating to such Senior Class Debt shall provide, in a manner reasonably satisfactory to the Applicable Authorized Representative, that each Senior Class Debt Party with respect to such Senior Class Debt will be subject to and bound by
the provisions of this Agreement in its capacity as a holder of such Senior Class Debt. 
 SECTION 5.14 Integration. This
Agreement together with the other Secured Credit Documents and the First Lien Security Documents represents the entire agreement of each of the Grantors and the First Lien Secured Parties with respect to the subject matter hereof and there are no
promises, undertakings, representations or warranties by any Grantor, any Collateral Agent or any other First Lien Secured Party relative to the subject matter hereof not expressly set forth or referred to herein or in the other Secured Credit
Documents or the First Lien Security Documents. 
 SECTION 5.15 [Reserved]. 

SECTION 5.16 Information Concerning Financial Condition of Grantors. In accordance with their respective First
Lien Obligations Documents, the Applicable Authorized Representative, the other Collateral Agents and the Secured Parties shall each be responsible for keeping themselves informed of (a) the financial condition of the Grantors and all endorsers or
guarantors of the First Lien Obligations and (b) all other circumstances bearing upon the risk of nonpayment of the First Lien Obligations; provided that nothing in this Section 5.16 shall impose a duty on the Notes Collateral Agent to inform itself
or investigate the financial condition of the Grantors beyond that which may be required under the Indenture. The Applicable Authorized Representative, the other Collateral Agents and the Secured Parties shall have no duty to advise any other
party hereunder of information known to it or them regarding such condition or any such circumstances or otherwise. In the event that the Applicable Authorized Representative, any other Collateral Agent or any Secured Party, in its sole
discretion, undertakes at any time or from time to time to provide any such information to any other party, it shall be under no obligation to (i) make, and Applicable Authorized Representative, the other Collateral Agents and the Secured


  
 - 20 - 








 
Parties shall not make or be deemed to have made, any express or implied representation or warranty, including with respect to the accuracy, completeness, truthfulness or validity of any such
information so provided, (ii) provide any additional information or to provide any such information on any subsequent occasion, (iii) undertake any investigation or (iv) disclose any information that, pursuant to accepted or reasonable commercial
finance practices, such party wishes to maintain confidential or is otherwise required to maintain confidential. 
 SECTION 5.17.
Additional Grantors. The Borrower agrees that, if any Subsidiary of the Borrower shall become a Grantor after the date hereof, it will promptly cause such Subsidiary to become party hereto by executing and delivering an instrument in the
form of Annex V. Upon such execution and delivery, such Subsidiary will become a Grantor hereunder with the same force and effect as if originally named as a Grantor herein. The execution and delivery of such instrument shall not require the
consent of any other party hereunder, and will be acknowledged by the Applicable Authorized Representative. The rights and obligations of each Grantor hereunder shall remain in full force and effect notwithstanding the addition of any new Grantor as
a party to this Agreement. 
 SECTION 5.18. Further Assurances. Each Collateral Agent, on behalf of itself and each First Lien
Secured Party under the Credit Agreement, TWC Indenture, the TWCE Indenture, Indenture or Additional First Lien Debt Facility, as applicable, agrees that it will take such further action and shall execute and deliver such additional documents and
instruments (in recordable form, if requested) as the other parties hereto may reasonably request to effectuate the terms of, and the Lien priorities contemplated by, this Agreement. 

SECTION 5.19. Credit Agreement Collateral Agent and Notes Collateral Agent. It is understood and agreed that (a) the Credit
Agreement Collateral Agent is entering into this Agreement in its capacity as administrative agent under the Credit Agreement and in its capacity as collateral agent under the Credit Agreement Security Agreement and the provisions of Section 9 of
the Credit Agreement applicable to it as administrative agent thereunder shall also apply to it as Applicable Authorized Representative hereunder, and (b) the Notes Collateral Agent is entering into this Agreement in its capacity as Trustee and
Collateral Agent under the Indenture and as Notes Collateral Agent under the Collateral Agreement and the provisions of the Indenture and the Notes Security Agreement granting or extending any rights, protections, privileges, indemnities and
immunities to the Trustee, Collateral Agent or Notes Collateral Agent thereunder shall also apply to the Notes Collateral Agent hereunder. 

For the avoidance of doubt, the parties hereto acknowledge that in no event shall the Credit Agreement Collateral Agent or Notes Collateral
Agent be responsible or liable for special, indirect, or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether any such party has been advised of the likelihood of such loss or
damage and regardless of the form of action. 

  
 - 21 - 








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

					
	BANK OF AMERICA, N.A.,
	as Credit Agreement Collateral Agent and Applicable Authorized Representative
		
	By:	 	 /s/ Don B. Pinzon

		 	Name:	 	Don B. Pinzon
		 	Title:	 	Vice President



  
 [Charter Intercreditor
Agreement] 








 
					
	THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,
	as Notes Collateral Agent
		
	By:	 	 /s/ Teresa Petta

		 	Name:	 	Teresa Petta
		 	Title:	 	Vice President



  
 [Signature Page to
Intercreditor Agreement] 








 
					
	CHARTER COMMUNICATIONS OPERATING, LLC
		
	By:	 	 /s/ Daniel J. Bollinger

		 	Name:	 	Daniel J. Bollinger
		 	Title: 	 	Vice President, Associate General Counsel and Assistant Corporate Secretary
	
	THE GRANTORS LISTED ON ANNEX I HERETO
		
	By:	 	 /s/ Daniel J. Bollinger

		 	Name:	 	Daniel J. Bollinger
		 	Title: 	 	Vice President, Associate General Counsel and Assistant Corporate Secretary



  
 [Signature Page to
Intercreditor Agreement] 








 ANNEX I 

Grantors 
 Adcast North Carolina Cable
Advertising, LLC 
 Alabanza LLC 
 America’s Job Exchange
LLC 
 Coaxial Communications of Central Ohio LLC 
 DukeNet
Communications Holdings, LLC 
 DukeNet Communications, LLC 

ICI Holdings, LLC 
 Insight Blocker LLC 

Insight Capital LLC 
 Insight Communications Company LLC 

Insight Communications Company, L.P. 
 Insight Communications
Midwest, LLC 
 Insight Communications of Central Ohio, LLC 

Insight Communications of Kentucky, L.P. 
 Insight Interactive,
LLC 
 Insight Kentucky Capital, LLC 
 Insight Kentucky Partners
I, L.P. 
 Insight Kentucky Partners II, L.P. 
 Insight Midwest
Holdings, LLC 
 Insight Midwest, L.P. 
 Insight Phone of
Indiana, LLC 
 Insight Phone of Kentucky, LLC 
 Insight Phone
of Ohio, LLC 
 Interactive Cable Services, LLC 
 Intrepid
Acquisition LLC 
 NaviSite LLC 
 New Wisconsin Procurement LLC

 Oceanic Time Warner Cable LLC 
 Parity Assets, LLC 

Time Warner Cable Business LLC 
 Time Warner Cable Enterprises LLC

 Time Warner Cable Information Services (Alabama), LLC 
 Time
Warner Cable Information Services (Arizona), LLC 
 Time Warner Cable Information Services (California), LLC 

Time Warner Cable Information Services (Colorado), LLC 
 Time
Warner Cable Information Services (Hawaii), LLC 
 Time Warner Cable Information Services (Idaho), LLC 

Time Warner Cable Information Services (Illinois), LLC 
 Time
Warner Cable Information Services (Indiana), LLC 
 Time Warner Cable Information Services (Kansas), LLC 

Time Warner Cable Information Services (Kentucky), LLC 
 Time
Warner Cable Information Services (Maine), LLC 
 Time Warner Cable Information Services (Massachusetts), LLC 

Time Warner Cable Information Services (Michigan), LLC 
 Time
Warner Cable Information Services (Missouri), LLC 
 Time Warner Cable Information Services (Nebraska), LLC 







 Time Warner Cable Information Services (New Hampshire), LLC 

Time Warner Cable Information Services (New Jersey), LLC 
 Time
Warner Cable Information Services (New Mexico) LLC 
 Time Warner Cable Information Services (New York), LLC 

Time Warner Cable Information Services (North Carolina), LLC 

Time Warner Cable Information Services (Ohio), LLC 
 Time Warner
Cable Information Services (Pennsylvania), LLC 
 Time Warner Cable Information Services (South Carolina), LLC 

Time Warner Cable Information Services (Tennessee), LLC 
 Time
Warner Cable Information Services (Texas), LLC 
 Time Warner Cable Information Services (Virginia), LLC 

Time Warner Cable Information Services (Washington), LLC 
 Time
Warner Cable Information Services (West Virginia), LLC 
 Time Warner Cable Information Services (Wisconsin), LLC 

Time Warner Cable International LLC 
 Time Warner Cable Internet
Holdings III LLC 
 Time Warner Cable Internet Holdings LLC 

Time Warner Cable Internet LLC 
 Time Warner Cable Media LLC 

Time Warner Cable Midwest LLC 
 Time Warner Cable New York City
LLC 
 Time Warner Cable Northeast LLC 
 Time Warner Cable
Pacific West LLC 
 Time Warner Cable Services LLC 
 Time Warner
Cable Southeast LLC 
 Time Warner Cable Sports LLC 
 Time
Warner Cable Texas LLC 
 TWC Administration LLC 
 TWC
Communications, LLC 
 TWC Digital Phone LLC 
 TWC Media Blocker
LLC 
 TWC NewCo LLC 
 TWC News and Local Programming Holdco LLC

 TWC News and Local Programming LLC 
 TWC Regional Sports
Network I LLC 
 TWC Security LLC 
 TWC SEE Holdco LLC 

TWC Wireless LLC 
 TWC/Charter Dallas Cable Advertising, LLC 

TWCIS Holdco LLC 
 Wisconsin Procurement Holdco LLC 

Bright House Networks, LLC 
 Bright House Networks Information
Services (Alabama), LLC 
 Bright House Networks Information Services (California), LLC 

Bright House Networks Information Services (Florida), LLC 
 Bright
House Networks Information Services (Indiana), LLC 
 Bright House Networks Information Services (Michigan), LLC 

BHN Spectrum Investments, LLC 
 BHN Home Security Services, LLC

 American Cable Entertainment Company, LLC 
 Athens
Cablevision, LLC 







 Ausable Cable TV, LLC 

Bresnan Broadband Holdings, LLC 
 Bresnan Broadband of Colorado,
LLC 
 Bresnan Broadband of Montana, LLC 
 Bresnan Broadband of
Utah, LLC 
 Bresnan Broadband of Wyoming, LLC 
 Bresnan
Communications, LLC 
 Bresnan Digital Services, LLC 
 Bresnan
Microwave of Montana, LLC 
 Cable Equities Colorado, LLC 

Cable Equities of Colorado Management LLC 
 CC 10, LLC 

CC Fiberlink, LLC 
 CC Michigan, LLC 

CC Systems, LLC 
 CC V Holdings, LLC 

CC VI Fiberlink, LLC 
 CC VI Operating Company, LLC 

CC VII Fiberlink, LLC 
 CC VIII Fiberlink, LLC 

CC VIII Holdings, LLC 
 CC VIII Operating, LLC 

CC VIII, LLC 
 CCO Fiberlink, LLC 

CCO Holdco Transfers VII, LLC 
 CCO LP, LLC 

CCO NR Holdings, LLC 
 CCO Purchasing, LLC 

CCO SoCal I, LLC 
 CCO SoCal II, LLC 

CCO SoCal Vehicles, LLC 
 CCO Transfers, LLC 

Charter Advanced Services (AL), LLC 
 Charter Advanced Services
(CA), LLC 
 Charter Advanced Services (CO), LLC 
 Charter
Advanced Services (CT), LLC 
 Charter Advanced Services (GA), LLC 

Charter Advanced Services (IL), LLC 
 Charter Advanced Services
(IN), LLC 
 Charter Advanced Services (KY), LLC 
 Charter
Advanced Services (LA), LLC 
 Charter Advanced Services (MA), LLC 

Charter Advanced Services (MD), LLC 
 Charter Advanced Services
(MI), LLC 
 Charter Advanced Services (MN), LLC 
 Charter
Advanced Services (MO), LLC 
 Charter Advanced Services (MS), LLC 

Charter Advanced Services (MT), LLC 
 Charter Advanced Services
(NC), LLC 
 Charter Advanced Services (NE), LLC 
 Charter
Advanced Services (NH), LLC 







 Charter Advanced Services (NV), LLC 

Charter Advanced Services (NY), LLC 
 Charter Advanced Services
(OH), LLC 
 Charter Advanced Services (OR), LLC 
 Charter
Advanced Services (PA), LLC 
 Charter Advanced Services (SC), LLC 

Charter Advanced Services (TN), LLC 
 Charter Advanced Services
(TX), LLC 
 Charter Advanced Services (UT), LLC 
 Charter
Advanced Services (VA), LLC 
 Charter Advanced Services (VT), LLC 

Charter Advanced Services (WA), LLC 
 Charter Advanced Services
(WI), LLC 
 Charter Advanced Services (WV), LLC 
 Charter
Advanced Services (WY), LLC 
 Charter Advanced Services VIII (MI), LLC 

Charter Advanced Services VIII (MN), LLC 
 Charter Advanced
Services VIII (WI), LLC 
 Charter Advertising of Saint Louis, LLC 

Charter Cable Operating Company, LLC 
 Charter Cable Partners, LLC

 Charter Communications Entertainment I, LLC 
 Charter
Communications Entertainment II, LLC 
 Charter Communications Entertainment, LLC 

Charter Communications of California, LLC 
 Charter Communications
Operating Capital Corp. 
 Charter Communications Operating, LLC 

Charter Communications Properties LLC 
 Charter Communications V,
LLC 
 Charter Communications Ventures, LLC 
 Charter
Communications VI, L.L.C. 
 Charter Communications VII, LLC 

Charter Communications, LLC 
 Charter Distribution, LLC 

Charter Fiberlink - Alabama, LLC 
 Charter Fiberlink –
Georgia, LLC 
 Charter Fiberlink – Illinois, LLC 
 Charter
Fiberlink – Maryland II, LLC 
 Charter Fiberlink – Michigan, LLC 

Charter Fiberlink – Missouri, LLC 
 Charter Fiberlink –
Nebraska, LLC 
 Charter Fiberlink – Pennsylvania, LLC 

Charter Fiberlink – Tennessee, LLC 
 Charter Fiberlink
AR-CCVII, LLC 
 Charter Fiberlink CA-CCO, LLC 
 Charter
Fiberlink CC VIII, LLC 
 Charter Fiberlink CCO, LLC 
 Charter
Fiberlink CT-CCO, LLC 
 Charter Fiberlink LA-CCO, LLC 
 Charter
Fiberlink MA-CCO, LLC 
 Charter Fiberlink MS-CCVI, LLC 







 Charter Fiberlink NC-CCO, LLC 

Charter Fiberlink NH-CCO, LLC 
 Charter Fiberlink NV-CCVII, LLC

 Charter Fiberlink NY-CCO, LLC 
 Charter Fiberlink OH-CCO, LLC

 Charter Fiberlink OR-CCVII, LLC 
 Charter Fiberlink SC-CCO,
LLC 
 Charter Fiberlink TX-CCO, LLC 
 Charter Fiberlink VA-CCO,
LLC 
 Charter Fiberlink VT-CCO, LLC 
 Charter Fiberlink
WA-CCVII, LLC 
 Charter Helicon, LLC 
 Charter Home Security,
LLC 
 Charter Leasing Holding Company, LLC 
 Charter Leasing of
Wisconsin, LLC 
 Charter RMG, LLC 
 Charter Stores FCN, LLC

 Charter Video Electronics, LLC 
 Falcon Cable Communications,
LLC 
 Falcon Cable Media, a California Limited Partnership 

Falcon Cable Systems Company II, L.P. 
 Falcon Cablevision, a
California Limited Partnership 
 Falcon Community Cable, L.P. 

Falcon Community Ventures I Limited Partnership 
 Falcon First
Cable of the Southeast, LLC 
 Falcon First, LLC 
 Falcon
Telecable, a California Limited Partnership 
 Falcon Video Communications, L.P. 

Helicon Partners I, L.P. 
 Hometown T.V., LLC 

HPI Acquisition Co. LLC 
 Interlink Communications Partners, LLC

 Long Beach, LLC 
 Marcus Cable Associates, L.L.C. 

Marcus Cable of Alabama, L.L.C. 
 Marcus Cable, LLC 

Midwest Cable Communications, LLC 
 Peachtree Cable TV, L.P. 

Peachtree Cable TV, LLC 
 Phone Transfers (AL), LLC 

Phone Transfers (CA), LLC 
 Phone Transfers (GA), LLC 

Phone Transfers (NC), LLC 
 Phone Transfers (TN), LLC 

Phone Transfers (VA), LLC 
 Plattsburgh Cablevision, LLC 

Renaissance Media LLC 
 Rifkin Acquisition Partners, LLC 

Robin Media Group, LLC 
 Scottsboro TV Cable, LLC 

Tennessee, LLC 







 The Helicon Group, L.P. 

Vista Broadband Communications, LLC 
 VOIP Transfers (AL), LLC

 VOIP Transfers (CA) LLC 
 VOIP Transfers (GA), LLC 

VOIP Transfers (NC), LLC 
 VOIP Transfers (TN), LLC 

VOIP Transfers (VA), LLC 







 ANNEX II 

[FORM OF] JOINDER NO. [    ] dated as of [            ],
20[    ] to the FIRST LIEN INTERCREDITOR AGREEMENT dated as of May 18, 2016 (the “First Lien Intercreditor Agreement”), among Charter Communications Operating, LLC, a Delaware limited liability company (the
“Borrower”), the other Grantors party hereto, Bank of America, N.A., as administrative agent for the Credit Agreement Secured Parties (in such capacity and together with its successors in such capacity, the “Credit Agreement
Collateral Agent”) and The Bank of New York Mellon Trust Company, N.A., as collateral agent for the Indenture Secured Parties (in such capacity and together with its successors in such capacity, the “Notes Collateral
Agent”) and each Additional Agent from time to time party hereto for the Additional First Lien Secured Parties of the Series with respect to which it is acting in such capacity. 

A. Capitalized terms used herein but not otherwise defined herein shall have the meanings assigned to such terms in the First Lien
Intercreditor Agreement. 
 B. As a condition to the ability of the Borrower or its Restricted Subsidiaries to incur Additional First Lien
Obligations and to secure such Senior Class Debt with the Senior Lien and to have such Senior Class Debt guaranteed by the Grantors on a senior basis, in each case under and pursuant to the Additional First Lien Documents, the Senior Class Debt
Representative in respect of such Senior Class Debt is required to become a Collateral Agent under, and such Senior Class Debt and the Senior Class Debt Parties in respect thereof are required to become subject to and bound by, the First Lien
Intercreditor Agreement. Section 5.13 of the First Lien Intercreditor Agreement provides that such Senior Class Debt Representative may become a Collateral Agent under, and such Senior Class Debt and such Senior Class Debt Parties may become
subject to and bound by, the First Lien Intercreditor Agreement, upon the execution and delivery by the Senior Class Debt Representative of an instrument in the form of this Joinder and the satisfaction of the other conditions set forth in
Section 5.13 of the First Lien Intercreditor Agreement. The undersigned Senior Class Debt Representative (the “New Collateral Agent”) is executing this Joinder in accordance with the requirements of the First Lien Intercreditor
Agreement. 
 Accordingly, the Applicable Authorized Representative and the New Collateral Agent agree as follows: 

SECTION 1. In accordance with Section 5.13 of the First Lien Intercreditor Agreement, the New Collateral Agent by its signature below becomes
a Collateral Agent and Additional Agent under, and the related Senior Class Debt and Senior Class Debt Parties become subject to and bound by, the First Lien Intercreditor Agreement with the same force and effect as if the New Collateral Agent had
originally been named therein as a Collateral Agent, and the New Collateral Agent, on behalf of itself and such Senior Class Debt Parties, hereby agrees to all the terms and provisions of the First Lien Intercreditor Agreement applicable to it as a
Collateral Agent and to the Senior Class Debt Parties that it represents as Additional First Lien Secured Parties. Each reference to a “Collateral Agent” or an “Additional Agent” in the First Lien Intercreditor
Agreement shall be deemed to include the New Collateral Agent. The First Lien Intercreditor Agreement is hereby incorporated herein by reference. 

SECTION 2. The New Collateral Agent represents and warrants to the Applicable Authorized Representative and the other First Lien Secured
Parties that (i) it has full power and authority to enter into this Joinder, in its capacity as [agent] [trustee], (ii) this Joinder has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding
obligation, enforceable against it in accordance with the terms of such Agreement and (iii) the Additional First Lien Documents relating to such Senior Class Debt provide that, upon the New Collateral Agent’s entry into this Agreement, the
Senior Class Debt Parties in respect of such Senior Class Debt will be subject to and bound by the provisions of the First Lien Intercreditor Agreement as Additional First Lien Secured Parties. 







 SECTION 3. This Joinder may be executed in counterparts, each of which shall constitute an
original, but all of which when taken together shall constitute a single contract. This Joinder shall become effective when the Collateral Agent shall have received a counterpart of this Joinder that bears the signature of the New Collateral
Agent. Delivery of an executed signature page to this Joinder by facsimile transmission shall be effective as delivery of a manually signed counterpart of this Joinder. 

SECTION 4. Except as expressly supplemented hereby, the First Lien Intercreditor Agreement shall remain in full force and effect. 

SECTION 5. THIS JOINDER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 

SECTION 6. In case any one or more of the provisions contained in this Joinder should be held invalid, illegal or unenforceable in any
respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining provisions contained herein and in
the First Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions with valid provisions the economic
effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 
 SECTION 7. All communications and
notices hereunder shall be in writing and given as provided in Section 5.01 of the First Lien Intercreditor Agreement. All communications and notices hereunder to the New Collateral Agent shall be given to it at the address set forth below
its signature hereto. 
 SECTION 8. The Borrower agrees to reimburse the Applicable Authorized Representative for its reasonable
out-of-pocket expenses in connection with this Joinder, including the reasonable fees, other charges and disbursements of counsel for the Applicable Authorized Representative. 

SECTION 9. The New Collateral Agent is joining the First Lien Intercreditor Agreement in its capacity as collateral agent under the applicable
Additional First Lien Documents governing such Additional First Lien Obligations and the provisions of such documents granting or extending any rights, protections, privileges, indemnities and immunities to the New Collateral Agent thereunder shall
also apply to the New Collateral Agent under the First Lien Intercreditor Agreement. 

  
 -2- 








 IN WITNESS WHEREOF, the New Collateral Agent and the Applicable Authorized Representative have
duly executed this Joinder to the First Lien Intercreditor Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW COLLATERAL AGENT], as
	[                    ] for the holders of
	[                                    
    ],
		
	By:	 	  

		 	Name:
		 	Title:



  
 -3- 









											
		 		 	    Address for notices:
	 	
				
		 		 		 	  

				
		 		 		 	  

						
		 		 		 		 	   attention of:
	 	
		 	  
	 	
						
		 		 		 		 	   Telecopy:
	 	
		 	  
	 	


  
 -4- 









			
	Acknowledged by:
	
	[                                    
    ],
	as Applicable Authorized Representative
		
	By:	 	  

		 	Name:
		 	Title:
	
	CHARTER COMMUNICATIONS OPERATING, LLC
		
	By:	 	  

		 	Name:
		 	Title:
	
	 THE GRANTORS
 LISTED ON SCHEDULE I
HERETO

		
	By:	 	  

		 	Name:
		 	Title:


  
 -5- 








 Schedule I to the 

Joinder to the 
 First Lien
Intercreditor Agreement 
 Grantors 







 ANNEX III 

SUPPLEMENT NO.     dated as of
                    , to the FIRST LIEN INTERCREDITOR AGREEMENT dated as May 18, 2016 (the “First Lien Intercreditor
Agreement”), among Charter Communications Operating, LLC, a Delaware limited liability company (the “Borrower”), the other Grantors party hereto, Bank of America, N.A., as administrative agent for the Credit Agreement
Secured Parties (in such capacity and together with its successors in such capacity, the “Credit Agreement Collateral Agent”) and The Bank of New York Mellon Trust Company, N.A., as collateral agent for the Indenture Secured Parties
(in such capacity and together with its successors in such capacity, the “Notes Collateral Agent”) and each Additional Agent from time to time party hereto for the Additional First Lien Secured Parties of the Series with respect to
which it is acting in such capacity. 
 A. Capitalized terms used herein and not otherwise defined herein shall have the meanings assigned
to such terms in the First Lien Intercreditor Agreement. 
 B. The Grantors have entered into the First Lien Intercreditor
Agreement. Pursuant to certain Secured Credit Documents, certain newly acquired or organized Subsidiaries of the Borrower are required to enter into the First Lien Intercreditor Agreement. Section 5.17 of the First Lien Intercreditor
Agreement provides that such Subsidiaries may become party to the First Lien Intercreditor Agreement by execution and delivery of an instrument in the form of this Supplement. The undersigned Subsidiary (the “New Grantor”) is
executing this Supplement in accordance with the requirements of the Credit Agreement, the TWC Indenture, the TWCE Indenture, the Indenture and Additional First Lien Documents. 

Accordingly, the Applicable Authorized Representative and the New Grantor agree as follows: 

SECTION 1. In accordance with Section 5.17 of the First Lien Intercreditor Agreement, the New Grantor by its signature below becomes a Grantor
under the First Lien Intercreditor Agreement with the same force and effect as if originally named therein as a Grantor, and the New Grantor hereby agrees to all the terms and provisions of the First Lien Intercreditor Agreement applicable to it as
a Grantor thereunder. Each reference to a “Grantor” in the First Lien Intercreditor Agreement shall be deemed to include the New Grantor. The First Lien Intercreditor Agreement is hereby incorporated herein by reference. 

SECTION 2. The New Grantor represents and warrants to the Applicable Authorized Representative and the other Secured Parties that this
Supplement has been duly authorized, executed and delivered by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms. 

SECTION 3. This Supplement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together
shall constitute a single contract. This Supplement shall become effective when the Applicable Authorized Representative shall have received a counterpart of this Supplement that bears the signature of the New Grantor. Delivery of an executed
signature page to this Supplement by facsimile transmission shall be as effective as delivery of a manually signed counterpart of this Supplement. 

SECTION 4. Except as expressly supplemented hereby, the First Lien Intercreditor Agreement shall remain in full force and effect. 







 SECTION 5. THIS SUPPLEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF
THE STATE OF NEW YORK. 
 SECTION 6. In case any one or more of the provisions contained in this Supplement should be held invalid,
illegal or unenforceable in any respect, no party hereto shall be required to comply with such provision for so long as such provision is held to be invalid, illegal or unenforceable, but the validity, legality and enforceability of the remaining
provisions contained herein and in the First Lien Intercreditor Agreement shall not in any way be affected or impaired. The parties hereto shall endeavor in good-faith negotiations to replace the invalid, illegal or unenforceable provisions
with valid provisions the economic effect of which comes as close as possible to that of the invalid, illegal or unenforceable provisions. 

SECTION 7. All communications and notices hereunder shall be in writing and given as provided in Section 5.01 of the First Lien Intercreditor
Agreement. All communications and notices hereunder to the New Grantor shall be given to it in care of the Borrower as specified in the First Lien Intercreditor Agreement. 

SECTION 8. The Borrower agrees to reimburse the Applicable Authorized Representative for its reasonable out-of-pocket expenses in connection
with this Supplement, including the reasonable fees, other charges and disbursements of counsel for the Applicable Authorized Representative. 

  
 -2- 








 IN WITNESS WHEREOF, the New Grantor, and the Applicable Authorized Representative have duly
executed this Supplement to the First Lien Intercreditor Agreement as of the day and year first above written. 
  

			
	[NAME OF NEW GRANTOR],
		
	By:	 	  

		 	Name:
		 	Title:


  

			
	Acknowledged by:
	
	[                                    
    ], as Applicable Authorized Representative,
		
	By:	 	  

		 	Name:
		 	Title:


  
 -3-