ADVERSE
EFFECT; AND BY REASON OF ANY OR ALL OF SUCH EVENTS DESCRIBED IN CLAUSES
(I) THROUGH (IX) AS APPLICABLE THERE SHALL OR COULD RESULT IN ACTUAL OR
POTENTIAL LIABILITY OF THE BORROWER AND ANY ERISA AFFILIATE THAT WOULD
REASONABLY BE EXPECTED TO HAVE A MATERIALLY ADVERSE EFFECT; OR
(I)
CHANGE OF CONTROL. (I) THE DOLAN FAMILY
INTERESTS SHALL CEASE AT ANY TIME TO HAVE BENEFICIAL OWNERSHIP (WITHIN THE
MEANING OF RULE 13D-3 (AS IN EFFECT ON THE CLOSING DATE) PROMULGATED UNDER THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) OF SHARES OF THE CAPITAL STOCK OF
CABLEVISION HAVING SUFFICIENT VOTES TO ELECT (OR OTHERWISE DESIGNATE) AT SUCH
TIME A MAJORITY OF THE MEMBERS OF THE BOARD OF DIRECTORS OF CABLEVISION, OR
(II) CABLEVISION SHALL CEASE TO OWN (FREE AND CLEAR OF ALL LIENS) DIRECTLY OR
INDIRECTLY 100% OF THE COMMON STOCK OF CSC HOLDINGS, OR ANY PERSON (OTHER THAN
CABLEVISION) SHALL OBTAIN THE LEGAL OR CONTRACTUAL RIGHT TO OWN, OR TO CAUSE THE
TRANSFER OF THE OWNERSHIP OF, ANY OF THE COMMON STOCK OF CSC HOLDINGS OR THE
BORROWER, WITHOUT REGARD TO ANY REQUIRED APPROVAL OF ANY OTHER PERSON, OR
(III) CSC HOLDINGS SHALL CEASE, DIRECTLY OR INDIRECTLY, TO OWN AND CONTROL
LEGALLY AND BENEFICIALLY AT LEAST 51% OF THE EQUITY INTERESTS IN THE BORROWER,
OR (IV) THE PARENT GUARANTOR SHALL CEASE, DIRECTLY OR INDIRECTLY, TO OWN AND
CONTROL LEGALLY AND BENEFICIALLY 100% OF THE EQUITY INTERESTS IN THE BORROWER.
(J)
INVALIDITY OF LOAN DOCUMENTS. CSC
HOLDINGS, THE BORROWER, THE PARENT GUARANTOR, NMG HOLDINGS OR ANY RESTRICTED
SUBSIDIARY ASSERTS OR ANY AFFILIATE OF THE BORROWER INSTITUTES (AND, WHERE SUCH
AFFILIATE IS NOT AN AFFILIATE OF CABLEVISION, FAILS TO DISMISS WITHIN 30 DAYS OF
DEMAND) ANY PROCEEDINGS SEEKING TO ESTABLISH OR ANY PERSON (OTHER THAN THE
ADMINISTRATIVE AGENT, ANY LENDER OR ANY OTHER SECURED PARTY) OBTAINS A JUDGMENT
ESTABLISHING THAT (I) ANY MATERIAL PROVISION OF THE LOAN DOCUMENTS IS INVALID,
NOT BINDING OR UNENFORCEABLE OR (II) THE LIEN CREATED, OR PURPORTED TO BE
CREATED, BY THE LOAN DOCUMENTS IS NOT A VALID AND PERFECTED FIRST PRIORITY
SECURITY INTEREST IN THE PROPERTY IN WHICH SUCH LIEN IS CREATED, OR PURPORTED TO
BE CREATED, PURSUANT TO THE LOAN DOCUMENTS; OR
(K)
COLLATERAL DOCUMENTS. ANY COLLATERAL
DOCUMENT AFTER DELIVERY THEREOF PURSUANT TO SECTIONS 4.01 OR 6.11 SHALL FOR ANY
REASON (OTHER THAN PURSUANT TO THE TERMS THEREOF) CEASE TO CREATE A VALID AND
PERFECTED FIRST PRIORITY LIEN (SUBJECT TO LIENS PERMITTED BY SECTION 7.01) ON A
MATERIAL PORTION OF THE COLLATERAL COVERED THEREBY OTHER THAN AS A RESULT OF ANY
ACTION OR INACTION BY THE ADMINISTRATIVE AGENT, AND SUCH CONDITION SHALL REMAIN
UNREMEDIED FOR A PERIOD OF 30 DAYS AFTER THE EARLIER OF (I) KNOWLEDGE OF SUCH
DEFAULT BY A SENIOR EXECUTIVE OF THE BORROWER OR ANY RESTRICTED SUBSIDIARY
CONCERNED AND (II) NOTICE IN WRITING THEREOF BEING GIVEN TO THE BORROWER BY ANY
LENDER OR THE ADMINISTRATIVE AGENT; OR
(L)
CABLEVISION NOTES. THERE SHALL OCCUR ANY
CONSENT, AMENDMENT OR WAIVER OF ANY OF