Form 8-K

8-K — Optimum Communications, Inc.

Accession: 0001104659-26-080797

Filed: 2026-07-06

Period: 2026-07-06

CIK: 0001702780

SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

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8-K — FORM 8-K

8-K (Primary)

Filename: tm2619807d1_8k.htm · Sequence: 1

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0001702780

2026-07-06

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

July

6, 2026

Optimum Communications, Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware

(State of Incorporation)

001-38126

38-3980194

(Commission File

Number)

(IRS Employer

Identification Number)

Court Square West

Long

Island City, New

York

11101

(Address of principal

executive offices)

(Zip Code)

(516) 803-2300

(Registrant’s telephone number, including

area code)

Check the appropriate box below if the Form 8-K filing is intended

to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant

to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to

Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications

pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications

pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered

pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.01 per share

OPTU

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant

has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant

to Section 13(a) of the Exchange Act. ¨

Item 1.01

Entry into a Material Definitive

Agreement.

Second Amended and Restated UnSub Credit Agreement

On July 6, 2026, Cablevision Litchfield, LLC (“Cablevision

Litchfield”) and CSC Optimum Holdings, LLC (“CSC Optimum”), each an indirect wholly-owned subsidiary of Optimum Communications, Inc.

(the “Company”), as borrowers, entered into the Second Amended and Restated Credit Agreement (the “Second A&R UnSub

Credit Agreement”) with the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative

agent and collateral agent.

The Second A&R UnSub Credit Agreement provides for, among other

things, an incremental term loan commitment in an aggregate principal amount of $250 million. The loans made pursuant to such incremental

term loan commitment (the “UnSub Incremental Term Loan”) have substantially similar terms as the term loans that have been

outstanding under the Amended and Restated Credit Agreement, dated as of January 12, 2026 (as amended by Amendment No. 1, dated

as of May 29, 2026), which term loans will remain outstanding under the Second A&R UnSub Credit Agreement, and will (i) mature

on November 25, 2028, (ii) accrue interest at a fixed rate per annum equal to 9.000% and (iii) not amortize.

The proceeds from the UnSub Incremental Term Loan are intended to

be used for general corporate purposes.

The foregoing summary of the terms of the Second A&R UnSub Credit

Agreement is qualified in its entirety by reference to the full text of the Second A&R UnSub Credit Agreement filed as Exhibit 10.1

to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03

Creation of a Direct Financial

Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth above under Item 1.01 of this Current Report

on Form 8-K is incorporated herein by reference into this Item 2.03.

Item 9.01

Financial Statements and

Exhibits

(d) Exhibits.

Exhibit

Description

10.1

Second

Amended and Restated Credit Agreement, dated as of July 6, 2026, by and among Cablevision Litchfield, LLC and CSC Optimum Holdings,

LLC, each as a borrower, the guarantors party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative

agent and collateral agent.

104

Cover Page Interactive

Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Optimum Communications, Inc.

By:

/s/ Michael

E. Olsen

Dated: July 6, 2026

Michael E. Olsen

General Counsel & Chief Corporate Responsibility

Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2619807d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

Execution Version

SECOND AMENDED AND RESTATED CREDIT AGREEMENT

DATED AS OF

JULY 6, 2026,

AMONG

CABLEVISION OF LITCHFIELD, LLC,

AS BORROWER REPRESENTATIVE,

CSC OPTIMUM HOLDINGS, LLC,

AS A BORROWER,

EACH OF THE OTHER LOAN PARTIES PARTY HERETO,

THE LENDERS PARTY HERETO,

JPMORGAN CHASE BANK, N.A.,

AS ADMINISTRATIVE AGENT,

JPMORGAN CHASE BANK, N.A.,

AS COLLATERAL AGENT

AND

J.P. MORGAN SECURITIES LLC,

AS SOLE LEAD ARRANGER AND BOOKRUNNER,

TABLE OF CONTENTS

Page

Article I

Definitions

Section 1.01.

Defined Terms

Section 1.02.

Terms Generally

Section 1.03.

Effectiveness of and Effect of Amendment and

Restatement

Section 1.04.

[Reserved.]

Section 1.05.

[Reserved.]

Section 1.06.

[Reserved.]

Section 1.07.

[Reserved.]

Section 1.08.

Cured Defaults

Article II

The Credits

Section 2.01.

Commitments

Section 2.02.

Loans

Section 2.03.

Borrowing Procedure

Section 2.04.

Evidence of Debt; Repayment of Term Loans

Section 2.05.

Fees

Section 2.06.

Interest on Term Loans

Section 2.07.

Default Interest

Section 2.08.

[Reserved.]

Section 2.09.

Termination or Reduction of Commitments

Section 2.10.

[Reserved.]

Section 2.11.

Repayment of Borrowings

Section 2.12.

Voluntary Prepayments

Section 2.13.

Mandatory Prepayments

Section 2.14.

Reserve Requirements; Change in Circumstance

Section 2.15.

[Reserved.]

Section 2.16.

[Reserved.]

Section 2.17.

Pro Rata Treatment

Section 2.18.

Sharing of Setoffs

Section 2.19.

Payments

Section 2.20.

Taxes

Section 2.21.

Assignment of Commitments Under Certain Circumstances;

Duty to Mitigate

Section 2.22.

[Reserved.]

Section 2.23.

[Reserved.]

Section 2.24.

[Reserved.]

Section 2.25.

Defaulting Lenders

Article III

Representations and Warranties

Section 3.01.

Existence, Qualification and Power

Section 3.02.

Authorization; No Contravention

Section 3.03.

Governmental Authorization; Other Consents

Section 3.04.

Binding Effect

Section 3.05.

No Material Adverse Effect

Section 3.06.

Litigation

Section 3.07.

No Default

Section 3.08.

Ownership of Properties; Liens; Debt

Section 3.09.

Environmental Compliance

Section 3.10.

Insurance

Section 3.11.

Taxes

Section 3.12.

Benefit Plans

Section 3.13.

Subsidiaries; Capital Stock

Section 3.14.

Margin Regulations; Investment Company Act

Section 3.15.

Disclosure

Section 3.16.

Compliance with Laws

Section 3.17.

Intellectual Property; Licenses, Etc.

Section 3.18.

Labor Matters

Section 3.19.

Security Documents

Section 3.20.

Solvency

Section 3.21.

Employee Benefit Plans

Section 3.22.

Brokers

Section 3.23.

Trade Relations

Section 3.24.

Material Contracts

Section 3.25.

Financial Sanctions List

Section 3.26.

Sanctions

Section 3.27.

Anti-Terrorism; Anti-Corruption

Section 3.28.

Material Assets

Article IV

Conditions of Lending

Section 4.01.

Conditions to Effectiveness

Section 4.02.

Conditions to the Closing Date

Section 4.03.

Conditions to All Credit Extensions

Section 4.04.

Conditions to the Incremental Closing Date

Section 4.05.

Conditions to the Second Incremental Closing

Date

Section 4.06.

Matters applicable to All Term Loans

Article V

Affirmative Covenants

Section 5.01.

Projections

Section 5.02.

Certificates; Other Information

Section 5.03.

Notices

Section 5.04.

Payment of Obligations

Section 5.05.

Preservation of Existence

Section 5.06.

Maintenance of Properties

Section 5.07.

Maintenance of Insurance

Section 5.08.

Compliance with Laws

Section 5.09.

Books and Records; Accountants

Section 5.10.

Inspection Rights

Section 5.11.

Use of Proceeds

Section 5.12.

Information Regarding the Collateral

Section 5.13.

Further Assurances and Post-Closing Covenant

Section 5.14.

Guarantee and Security Requirements

Section 5.15.

[Reserved.]

Section 5.16.

[Reserved.]

Section 5.17.

Sanctions

Article VI

Negative Covenants

Section 6.01.

Prohibition on Liability Management Exercises

Section 6.02.

Prohibition on Outside Accounts

Section 6.03.

[Reserved.]

Section 6.04.

Limitation on Indebtedness

Section 6.05.

Limitation on Restricted Payments

Section 6.06.

Limitation on Liens

Section 6.07.

Limitation on Restrictions on Distributions from

Subsidiaries

Section 6.08.

Limitation on Sales of Assets and Subsidiary

Stock

Section 6.09.

Limitation on Affiliate Transactions

Section 6.10.

Reports

100

Section 6.11.

[Reserved.]

102

Section 6.12.

Impairment of Security Interests

102

Section 6.13.

Intercreditor Agreements

103

Section 6.14.

Lines of Business

104

Section 6.15.

Amendments to the Shared Services Agreement

104

Section 6.16.

Additional Guarantors

105

Section 6.17.

Delaware LLC Divisions

105

iii

Section 6.18.

Merger and Consolidation of

either Borrower

105

Section 6.19.

Merger and Consolidation of the Guarantors

106

Article VII

Events of Default

107

Section 7.01.

Events of Default

107

Section 7.02.

Application of Funds

111

Article VIII

The Administrative Agent; Etc.

111

Section 8.01.

Authorization and Action

111

Section 8.02.

Administrative Agent’s Reliance, Limitation

of Liability, Etc.

114

Section 8.03.

[Reserved.]

115

Section 8.04.

[Reserved.]

115

Section 8.05.

Successor Administrative Agent

115

Section 8.06.

Acknowledgements of Lenders

116

Section 8.07.

Collateral Matters

118

Section 8.08.

Credit Bidding

119

Article IX

Miscellaneous

120

Section 9.01.

Notices; Electronic Communications

120

Section 9.02.

Survival of Agreement

123

Section 9.03.

Binding Effect

123

Section 9.04.

Successors and Assigns

123

Section 9.05.

Expenses; Indemnity

128

Section 9.06.

Right of Setoff

130

Section 9.07.

Applicable Law

130

Section 9.08.

Waivers; Amendment

130

Section 9.09.

Interest Rate Limitation

132

Section 9.10.

Entire Agreement

132

Section 9.11.

Waiver of Jury Trial

133

Section 9.12.

Severability

133

Section 9.13.

Counterparts

133

Section 9.14.

Headings

133

Section 9.15.

Jurisdiction; Consent to Service of Process

133

Section 9.16.

Confidentiality

134

Section 9.17.

Lender Action; Intercreditor Agreement

135

Section 9.18.

USA PATRIOT Act Notice

135

Section 9.19.

No Fiduciary Duty

135

Section 9.20.

Release of Liens

136

Section 9.21.

Judgment Currency

137

Section 9.22.

Acknowledgement Regarding Any Supported QFCs

137

Section 9.23.

Prohibition Regarding Cooperation Agreements

139

SCHEDULES

Schedule 1.01

Initial Loan Parties

Schedule 2.01

Lenders and Commitments

Schedule 3.01

Organizational Information of Loan Parties

Schedule 3.08(c)

Existing Indebtedness

Schedule 3.13

Subsidiaries and Capital Stock

Schedule 3.21

Employee Benefit Plans

Schedule 5.13

Post-Closing

Schedule 5.13(c)

Post-Incremental Closing

Schedule 6.05

Existing Investments

Schedule 6.06

Existing Liens

Schedule 6.08

Existing Asset Dispositions

Schedule 6.09

Existing Affiliate Transactions

Schedule 9.01(a)

Borrowers’ Website Address

Schedule 9.01(b)

Administrative Agent’s Notice and

Account Information

EXHIBITS

Exhibit A

Form of Administrative

Questionnaire

Exhibit B

Form of Assignment and Acceptance

Exhibit C

Form of Borrowing Request

Exhibit D-1

Form of Equal Priority Intercreditor

Agreement

Exhibit D-2

First Lien/Second Lien Intercreditor Agreement

Exhibit E

[Reserved]

Exhibit F-1

Form of Facility Guaranty

Exhibit F-2

Form of Pledge and Security Agreement

Exhibit G

Form of Promissory Note

Exhibits H-1 to 4

Forms of Non-Bank Tax Certificates

Exhibit I

Form of Solvency Certificate

Exhibit J

Form of Compliance Certificate

SECOND

Amended and restated CREDIT AGREEMENT, dated as of July 6 (as amended, amended and restated, supplemented or otherwise modified

from time to time, this “Agreement”), among Cablevision of Litchfield, LLC, a Delaware limited liability company

(the “Borrower Representative”), CSC Optimum Holdings, LLC, a Delaware limited liability company (“CSC

Optimum” and together with the Borrower Representative, the “Borrowers” and each a “Borrower”),

each of the Guarantors, the Lenders (such term and each other capitalized term used but not defined in this introductory statement having

the meaning given it in Article I) party hereto and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity the “Administrative

Agent”) for the Lenders and as collateral agent (in such capacity, the “Collateral Agent”) for

the Lenders.

WHEREAS, the Borrowers, the

Administrative Agent, the Collateral Agent and the lenders party thereto (collectively, the “Original Lenders”)

previously entered into that certain Credit Agreement, dated as of November 25, 2025 (as heretofore amended, supplemented, amended

and restated, supplemented or otherwise modified immediately prior to the effectiveness of this Agreement, the “Original

Credit Agreement”), under which, among other things, the Original Lenders agreed to extend credit in the form of Initial

Term Loans on the Closing Date, in an initial aggregate principal amount equal to $2,000 million;

WHEREAS, the Incremental

Lender agreed to extend to the Borrowers credit in the form of Incremental Term Loans (as defined below) on the Incremental Closing Date

(as defined below), in an initial aggregate principal amount equal to $1,100 million, pursuant to that certain Amended and Restated Credit

Agreement, dated as of January 12, 2026 (as amended by Amendment No. 1 and as otherwise amended, supplemented, amended and

restated, supplemented or otherwise modified immediately prior to the effectiveness of this Agreement, the “A&R Credit

Agreement”);

WHEREAS, the Borrowers have

requested the Second Incremental Lender (as defined below) to extend credit in the form of Second Incremental Term Loans on the Second

Incremental Closing Date (as defined below), in an initial aggregate principal amount not in excess of $250.0 million and the Second

Incremental Lender is willing to extend such credit to the Borrowers on the terms and subject to the conditions set forth herein; and

WHEREAS, the Borrowers, the

Administrative Agent, the Collateral Agent and the Required Lenders have agreed to amend and restate in its entirety the A&R Credit

Agreement in the form hereof. The amendment and restatement of the A&R Credit Agreement evidenced by this Agreement shall become

effective on the Second Incremental Closing Date pursuant to Section 4.05.

NOW THEREFORE, in consideration

of the mutual agreements, provisions and covenants contained herein, the parties hereto agree as follows:

Article I

Definitions

Section 1.01.          Defined

Terms. Defined terms used in this Agreement shall have the meanings specified below:

“A&R Credit

Agreement” shall have the meaning assigned to such term in the introductory statements to this Agreement.

“ABS Borrower”

means Cablevision Funding LLC, a Delaware limited liability company.

“ABS Holdings”

means Cablevision SPE Guarantor LLC, a Delaware limited liability company.

“ABS InfraCos”

means, collectively, Cablevision Shared Infrastructure LLC, a Delaware limited liability company and NYC OV InfraCo LLC, a Delaware limited

liability company.

“ABS Joinder

Date” means February 11, 2026.

“ABS Loan Agreement”

shall mean the Receivables Facility Loan and Security Agreement, dated as of July 16, 2025, by and among the ABS Borrower, ABS Holdings,

the other ABS Loan Parties signatory thereto from time to time, each of the financial institutions from time to time party thereto as

lenders, Alter Domus (US) LLC, as administrative agent, Citibank, N.A., as Account Bank (as defined therein), Citibank, N.A., as collateral

agent, and Goldman Sachs Bank USA and TPG Angelo Gordon, as structuring agents, as may be amended or supplemented from time to time prior

to the Incremental Closing Date.

“ABS Loan Documents”

shall have the meaning ascribed to the term “Transaction Documents” in the ABS Loan Agreement.

“ABS Loan Parties”

means, collectively, Cablevision Systems New York City LLC, a Delaware limited liability company, NYC OV AssetCo LLC, a Delaware limited

liability company, Cablevision SPE Guarantor LLC, a Delaware limited liability company and NYC OV SPE Guarantor LLC, a Delaware limited

liability company.

“ABS Refinancing”

shall mean the payment in full of all indebtedness and other obligations (other than unasserted contingent obligations) (and termination

of commitments thereunder and release of all guarantees, liens and security interests related thereto) of the ABS Loan Parties with respect

to the ABS Loan Agreement.

“ABS Transaction

Documents” shall mean collectively, the ABS Loan Documents, the Trademark License Agreement, dated as of July 16,

2025, by and between the ABS Transaction Parties party thereto and CSC, and any other access and/or shared services agreements between

CSC or any of its Subsidiaries (other than a Group Member) and a Group Member, entered into pursuant to the ABS Loan Documents.

“ABS Transaction

Parties” shall mean collectively, the ABS Loan Parties and the ABS InfraCos.

“Additional Intercreditor

Agreement” means a Junior Debt Additional Intercreditor Agreement and/or a Pari Passu Debt Additional Intercreditor Agreement,

as the context may require.

“Administrative

Agent” shall have the meaning assigned to such term in the introductory statement to this Agreement.

“Administrative

Agent Fees” shall have the meaning assigned to such term in Section 2.05.

“Administrative

Questionnaire” shall mean an Administrative Questionnaire in the form of Exhibit A, or such other form as may be supplied

from time to time by the Administrative Agent.

“Affiliate”

of any specified Person shall mean any other Person, directly or indirectly, controlling or controlled by or under direct or indirect

common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person

shall mean the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting

securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative

to the foregoing.

“Affiliate Transactions”

shall have the meaning assigned to such term in Section 6.09(a).

“Agent Fee Letter”

shall mean that certain Agent Fee Letter, dated as of November 25, 2025, among the Borrowers and the Administrative Agent.

“Agents”

shall have the meaning assigned to such term in Article VIII.

“Agreement Currency”

shall have the meaning assigned to such term in Section 9.21.

“Amendment No. 1”

means Amendment No. 1 to the Amended and Restated Credit Agreement, dated as of May 29, 2026, by and among the Loan Parties

and the Lenders party thereto.

“Amendment No. 1

Effective Date” has the meaning set forth in Amendment No. 1.

“Amendment No. 1

Engagement Letter” means that certain Engagement Letter, dated as of the Amendment No. 1 Effective Date, by and among

the Borrowers and J.P. Morgan Securities LLC.

“Amendment No. 1

Fee Letter” means that certain Fee Letter, dated as of the Amendment No. 1 Effective Date, by and among the Borrowers

and JPMCF.

“Amortization

Period” shall mean each period commencing on the first date on which the Combined Gross Pari Passu Leverage Ratio exceeds

2.50:1.00 and ending on the first date thereafter when the Combined Gross Pari Passu Leverage Ratio on such date does not exceed 2.50:1.00.

“Applicable Premium” means,

with respect to any Term Loan that is repaid or prepaid on any date (including following acceleration of the maturity of such Term Loan

pursuant to Article VII), an amount equal to the amount of interest that would have accrued on such Term Loan from the date of repayment

or prepayment to the Maturity Date at the Applicable Rate assuming the full amount of such Term Loan remained outstanding during such

period.

“Applicable Rate”

shall mean a percentage per annum equal to 9.00%.

“Arranger”

shall mean J.P. Morgan Securities LLC in its capacity as sole lead arranger and bookrunner for this Agreement, the Initial Term Loans,

the Incremental Term Loans and the Second Incremental Term Loans.

“Asset Disposition”

shall mean, with respect to the Loan Parties and the Subsidiaries, any direct or indirect sale, lease (other than an operating lease

entered into in the ordinary course of business), transfer, issuance or other disposition, or a series of related sales, leases (other

than operating leases entered into in the ordinary course of business), transfers, issuances or dispositions that are part of a common

plan, of shares of Capital Stock of a Subsidiary (other than directors’ qualifying shares), property or other assets (each referred

to for the purposes of this definition as a “disposition”) by the Loan Parties or the Subsidiaries, including any disposition

by means of a merger, consolidation or similar transaction; provided that the sale, lease, transfer, issuance or other disposition

of all or substantially all of the assets of the Loan Parties and the Subsidiaries taken as a whole will be governed by the provisions

of Section 7.01(i) hereof and Sections 6.18 and 6.19 and not by the provisions of Section 6.08. Notwithstanding the preceding

provisions of this definition, the following items shall not be deemed to be Asset Dispositions:

(a) a sale, lease, transfer, issuance or other

disposition, or a series of related sales, leases, transfers, issuances or dispositions that

are part of a common plan, by (x) a Loan Party or Subsidiary to a Loan Party, (y) by

a Subsidiary that is not a Loan Party to any other Subsidiary that is not a Loan Party or

(z) by a Loan Party to any Subsidiary that is not a Loan Party in the ordinary course

of business so long as, the fair market value of all such dispositions made pursuant to this

clause (a)(z) in any calendar year shall not exceed $5 million;

(b) a sale, lease, transfer, issuance or other

disposition, or a series of related sales, leases, transfers, issuances or dispositions that

are part of a common plan, of cash, Cash Equivalents, Temporary Cash Investments or Investment

Grade Securities;

disposition, or a series of related sales, leases, transfers, issuances or dispositions that

are part of a common plan, of inventory, consumer equipment, trading stock, communications

capacity or other assets in the ordinary course of business;

(d) a sale, lease, transfer, issuance or other

disposition, or a series of related sales, leases, transfers, issuances or dispositions that

are part of a common plan, of obsolete, surplus or worn out equipment or other assets or

equipment or other similar assets that are no longer useful in the conduct of the business

of the Loan Parties and the Subsidiaries;

(e) [reserved];

(f) an issuance of Capital Stock by a Loan

Party or Subsidiary to a Loan Party or by any other Group Member to its direct Parent;

(g) any sale, lease, transfer, issuance or

other disposition, or any series of related sales, leases, transfers, issuances or dispositions

that are part of a common plan, of Capital Stock, properties or assets in a single transaction

or series of related transactions with a fair market value (as determined in good faith by

the Board of Directors of the Borrower Representative) not to exceed $5 million per calendar

year in the aggregate;

(h) any Restricted Payment that is permitted

to be made under Section 6.05, any transaction specifically excluded from the definition

of Restricted Payment and the making of any Permitted Payment and Permitted Investment;

(i) the granting of Liens not prohibited by

Section 6.06;

(j) a sale, lease, transfer, issuance or other

disposition, or a series of related sales, leases, transfers, issuances or dispositions that

are part of a common plan, of receivables or related assets in connection with the compromise,

settlement or collection thereof in the ordinary course of business or in bankruptcy or similar

proceedings and exclusive of factoring or similar arrangements;

(k) the licensing or sublicensing of intellectual

property or other general intangibles and licenses, sublicenses, leases, subleases of other

property, in each case, in the ordinary course of business;

(l) foreclosure, condemnation, eminent domain

or any similar action with respect to any property or other assets;

(m) the sale or discount (with or without

recourse, and on customary or commercially reasonable terms) of tax receivables and factoring

accounts receivable or notes receivable arising in the ordinary course of business, or the

conversion or exchange of accounts receivable for notes receivable;

(n) sales, transfers or dispositions of receivables

and related assets in the ordinary course of business;

(o) [reserved];

(p) any sale, lease, transfer, issuance or

other disposition, or any series of related sales, leases, transfers, issuances or dispositions

that are part of a common plan, of Capital Stock of a Subsidiary pursuant to an agreement

or other obligation with or to a Person (other than a Loan Party or a Subsidiary) from whom

such Subsidiary was acquired, or from whom such Subsidiary acquired its business and assets

(having been newly formed in connection with such acquisition), made as part of such acquisition

and in each case comprising all or a portion of the consideration in respect of such sale

or acquisition;

(q) any surrender or waiver of contract rights

or the settlement, release or surrender of contract, tort or other claims of any kind;

(r) a sale, lease, transfer, issuance or other

disposition, or a series of related sales, leases, transfers, issuances or dispositions that

are part of a common plan, of, assets, as set forth on Schedule 6.08;

(s) [reserved];

(t) [reserved];

(u) dispositions of property to the extent

that (i) such property is exchanged for credit against the purchase price of similar

replacement property that is purchased within 270 days thereof or (ii) an amount equal

to the Net Available Cash of such disposition are applied to the purchase price of such replacement

property (which replacement property is purchased within 270 days thereof);

(v) the lapse, abandonment or other disposition

of intellectual property rights in the ordinary course of business, which in the reasonable

good faith determination of the Borrower Representative are no longer commercially reasonable

to maintain or are not material to the conduct of the business of the Loan Parties and the

Subsidiaries taken as a whole;

(w) [reserved];

(x) to the extent allowable under Section 1031

of the Code, or any comparable or successor provision, any exchange of like property (excluding

any boot thereon) for use in a Similar Business;

(y) sales, transfers and other dispositions

of Investments in joint ventures to the extent required by, or made pursuant to, customary

buy/sell arrangements between the joint venture parties set forth in joint venture arrangements

and similar binding arrangements; and

(z) contractual arrangements under long-term

contracts with customers entered into by a Loan Party or a Subsidiary in the ordinary course

of business which are treated as sales for accounting purposes; provided that there

is no transfer of title in connection with such contractual arrangement.

In the event that a transaction (or a portion

thereof) meets the criteria of more than one of the categories described in clauses (a) through (z) above or such transaction

(or a portion thereof) would also be a permitted Restricted Payment or Permitted Investment, the Borrower Representative, in its sole

discretion, will be entitled to divide and classify such transaction (or a portion thereof), and from time to time reclassify such transaction

(or a portion thereof), into one or more such categories and/or one or more of the types of permitted Restricted Payments or Permitted

Investments.

“Assignment and

Acceptance” shall mean an assignment and acceptance entered into by a Lender and an Eligible Assignee, and accepted by

the Administrative Agent, in the form of Exhibit B or such other form as shall be approved by the Administrative Agent.

“Associate”

means (i) any Person engaged in a Similar Business of which a Group Member is the legal and beneficial owner of between 20% and

50% of all outstanding Voting Stock and (ii) any joint venture engaged in a Similar Business entered into by a Group Member.

“BA”

shall have the meaning assigned to such term in Section 3.27.

“Bankruptcy Code”

shall mean Title 11, United States Bankruptcy Code of 1978, as amended.

“Bankruptcy Law”

shall mean (a) the Bankruptcy Code of the United States and (b) any other law of the United States (or, in each case, any political

subdivision thereof) or any other jurisdiction or any political subdivision thereof relating to bankruptcy, insolvency, receivership,

winding-up, liquidation, reorganization or relief of debtors or any amendment to, succession to or change in any such law.

“Beneficial Owner”

shall have the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating

the beneficial ownership of any particular “person” (as that term is used in Section 13(d)(3) of the Exchange Act),

such “person” will be deemed to have beneficial ownership of all securities that such “person” has the right

to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only after the

passage of time. The terms “Beneficially Owns” and “Beneficially Owned” have a corresponding meaning.

“Board”

shall mean the Federal Reserve Board of the United States of America.

“Board of Directors”

shall mean (1) with respect to any corporation, the board of directors or managers, as applicable, of the corporation, or any duly

authorized committee thereof; (2) with respect to any partnership, the board of directors or other governing body of the general

partner of the partnership or any duly authorized committee thereof; and (3) with respect to any other Person, the board or any

duly authorized committee of such Person serving a similar function. Unless otherwise specified in this Agreement, whenever any provision

of this Agreement requires any action or determination to be made by, or any approval of, a Board of Directors, such action, determination

or approval shall be deemed to have been taken or made if approved by a majority of the directors on any such Board of Directors (whether

or not such action or approval is taken as part of a formal board meeting or as a formal board approval); provided that any action

required to be taken under this Agreement by the Board of Directors of the Borrower Representative can, in the alternative, at the option

of the Borrower Representative, be taken by the Listed Entity and its successors or any Subsidiary thereof that is a Parent of the Borrower

Representative.

“Borrower”

shall have the meaning assigned to such term in the introductory statements to this Agreement.

“Borrower Materials”

shall have the meaning assigned to such term in Section 9.01.

“Borrowing Date”

shall have the meaning assigned to such term in Section 4.03.

“Borrower Representative”

shall have the meaning assigned to such term in the introductory statements to this Agreement.

“Borrowing Request”

shall mean a request by the Borrower Representative in accordance with the terms of Article II in relation to a Term Loan, substantially

in the form set out in Exhibit C, or such other form as shall be approved by the Administrative Agent.

“Business Day”

shall mean any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or

are in fact closed in, New York.

“Capital Stock”

of any Person shall mean any and all shares of, interests, rights to purchase, warrants or options for, participation or other equivalents

of, or partnership or other interests in (however designated), equity of such Person, including any Preferred Stock, but excluding any

debt securities convertible into such equity.

“Capitalized

Lease Obligations” shall mean an obligation that is required to be classified and accounted for as a financing lease for

financial reporting purposes on the basis of GAAP. For the avoidance of doubt, operating leases will not be deemed Capitalized Lease

Obligations.

“Captive Insurance

Affiliate” shall mean an Affiliate of the Group Members established for the purpose of, and to be engaged solely in the

business of, insuring the businesses or facilities owned or operated by the Group Members or their Affiliates or to insure related or

unrelated businesses.

“Cash Equivalents”

shall mean:

(a) securities issued or directly and fully

Guaranteed or insured by the United States Government, Canada, the United Kingdom, Switzerland

or any member state of the European Union, in each case, any agency or instrumentality of

thereof (provided that the full faith and credit of such country or such member state

is pledged in support thereof), having maturities of not more than two years from the date

of acquisition;

(b) certificates of deposit, time deposits,

overnight bank deposits or bankers’ acceptances having maturities of not more than

one year from the date of acquisition thereof issued by a bank or trust company (a) whose

commercial paper is rated at least “A-1” or the equivalent thereof by S&P

or at least “P-1” or the equivalent thereof by Moody’s (or if at the time

neither is issuing comparable ratings, then a comparable rating of another Nationally Recognized

Statistical Rating Organization) or (b) (in the event that such bank or trust company

does not have commercial paper which is rated) having combined capital and surplus in excess

of $500 million;

not more than 30 days for underlying securities of the types described in clauses (a) and

(b) above entered into with any bank meeting the qualifications specified in clause

(b) above;

(d) commercial paper rated at the time of

acquisition thereof at least “A-2” or the equivalent thereof by S&P or “P-2”

or the equivalent thereof by Moody’s or carrying an equivalent rating by a Nationally

Recognized Statistical Rating Organization, if both of the two named rating agencies cease

publishing ratings of investments or, if no rating is available in respect of the commercial

paper, the issuer of which has an equivalent rating in respect of its long-term debt, and

in any case maturing within one year after the date of acquisition thereof;

(e) readily marketable direct obligations

issued by any state of the United States of America, the United Kingdom, Switzerland, Canada,

any member of the European Union or any political subdivision thereof, in each case, having

one of the two highest rating categories obtainable from either Moody’s or S&P

(or, if at the time, neither is issuing comparable ratings, then a comparable rating of another

Nationally Recognized Statistical Rating Organization) with maturities of not more than two

years from the date of acquisition;

(f) Indebtedness or Preferred Stock issued

by Persons with a rating of “BBB” or higher from S&P or “Baa3”

or higher from Moody’s (or, if at the time, neither is issuing comparable ratings,

then a comparable rating of another Nationally Recognized Statistical Rating Organization)

with maturities of 12 months or less from the date of acquisition;

(g) bills of exchange issued in the United

States, Canada, a member state of the European Union, Switzerland or the United Kingdom,

eligible for rediscount at the relevant central bank and accepted by a bank (or any dematerialized

equivalent); and

(h) interests in any investment company, money

market or enhanced high yield fund which invests 95% or more of its assets in instruments

of the type specified in clauses (a) through (g) above.

“CERCLA”

shall mean the Comprehensive Environmental Response, Compensation, and Liability Act, 42 U.S.C. § 9601 et seq.

“CERCLIS”

shall mean the Comprehensive Environmental Response, Compensation, and Liability Information System maintained by the United States Environmental

Protection Agency.

“CFC”

shall mean a “controlled foreign corporation” within the meaning of Section 957(a) of the Internal Revenue Code

of 1986, as amended.

“CFC Holdco”

shall mean a Subsidiary that has no material assets other than equity interests in and/or indebtedness of, each as determined for U.S.

federal income tax purposes, one or more Foreign Subsidiaries that are CFCs, including the indirect ownership of such equity interests

or indebtedness through one or more CFC Holdcos that have no other material assets.

“Change in Law”

shall mean the occurrence, after the date of the Original Credit Agreement, of any of the following: (a) the adoption or taking

effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the administration, interpretation

or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether

or not having the force of law) by any Governmental Authority. For purposes of this definition, the Dodd-Frank Wall Street Reform and

Consumer Protection Act and all rules, regulations, orders, requests, guidelines or directives thereunder or in connection therewith

and all requests, rules, guidelines or directives concerning capital adequacy known as “Basel III” and promulgated either

by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or by the

United States or foreign regulatory authorities pursuant thereto, are deemed to have been adopted and gone into effect after the date

of the Original Credit Agreement.

“Change of Control”

shall mean the occurrence of any of the following:

(a) the consummation of any transaction (including,

without limitation, any merger or consolidation), the result of which is that any Person

(including any “person” (as that term is used in Section 13(d)(3) of

the Exchange Act)) other than one or more Permitted Holders (or a group controlled by one

or more Permitted Holders) becomes the Beneficial Owner, directly or indirectly, of more

than 50% of the issued and outstanding Voting Stock of either Borrower or any Loan Party

in a Loan Party Control Group, measured by voting power rather than number of shares;

(b) during any period of two consecutive years,

individuals who at the beginning of such period constituted the majority of the directors

on the Board of Directors of the Listed Entity (together with any new directors whose election

by the majority of such directors on such Board of Directors of the Listed Entity or whose

nomination for election by shareholders of the Listed Entity, as applicable, was approved

by a vote of the majority of such directors on the Board of Directors of the Listed Entity

then still in office who were either directors at the beginning of such period or whose election

or nomination for election was previously so approved) ceased for any reason to constitute

the majority of the directors on the Board of Directors of the Listed Entity, then in office;

conveyance or other disposition (other than by way of merger, consolidation or other business

combination transaction), in one or a series of related transactions, of all or substantially

all of the assets of the Loan Parties and the Subsidiaries, taken as a whole, to a Person

(including any “person” as defined above), other than a Permitted Holder (or

a group controlled by one or more Permitted Holders).

“Charges”

shall have the meaning assigned to such term in Section 9.09.

“Closing Date”

shall mean the date on which the conditions precedent set forth in Section 4.02 have been satisfied and the Transaction is consummated,

such date being November 25, 2025.

“Code”

shall mean the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated and rulings issued thereunder

(unless otherwise provided herein).

“Collateral”

shall mean any and all “Collateral”, “Pledged Assets”, “Charged Property”, “Charged Assets”

and “Assigned Property” as defined in any applicable Security Document (or any similar or equivalent term used or referred

to in any applicable Security Document) and all other property that is or is intended under the terms of the Security Documents to be

subject to Liens in favor of the Administrative Agent or the Collateral Agent, provided that Collateral shall not include any

Excluded Collateral.

“Collateral Agent”

shall have the meaning assigned to such term in the introductory statement to this Agreement.

“combined”

shall mean, when used to modify a financial term, test, statement or report of specified Persons, the application or preparation of such

term, test, statement or report (as applicable) that such term, test, statement or report is prepared on a combined and, where applicable,

consolidated basis for such specified Persons in accordance with GAAP, provided that for the purposes of making any determination

or calculation under this Agreement that refers to “combined”, the relevant measures being combined shall be deemed to exclude

the relevant measures of any Non-Combined Entities until such Non-Combined Entities become Loan Parties in accordance with Section 5.13(c) and

Section 5.14.

“Combined EBITDA”

for any period shall mean, without duplication, the Combined Net Income for such period, plus the following to the extent deducted in

calculating such Combined Net Income:

(a) Combined Interest Expense;

(b) Combined Income Taxes;

(d) combined amortization and impairment expense;

(e) [reserved];

(f) any expenses, charges or other costs related

to any equity offering (including of a Parent), Investment, acquisition (including amounts

paid in connection with the acquisition or retention of one or more individuals comprising

part of a management team retained to manage the acquired business; provided that

such payments are made in connection with such acquisition and are consistent with the customary

practice in the industry at the time of such acquisition), disposition, recapitalization

or the Incurrence of any Indebtedness permitted by this Agreement (whether or not successful)

(including any such fees, expenses or charges related to the Transactions, in each case,

as determined in good faith by the Borrower Representative);

(g) any minority interest expense (whether

paid or not) consisting of income attributable to minority equity interests of third parties

in such period or any prior period or any net earnings, income or share of profit of any

Associates, associated company or undertaking;

(h) [reserved];

(i) other non-cash charges, write-downs or

items reducing Combined Net Income (excluding any such non-cash charge, write-down or item

to the extent it represents an accrual of or reserve for cash charges in any future period)

or other non-cash items classified by the Borrower Representative as special items less other

non-cash items of income increasing Combined Net Income (other than any non-cash items increasing

such Combined Net Income pursuant to clauses (a) through (m) of the definition

of Combined Net Income and excluding any such non-cash item of income to the extent it represents

a receipt of cash in any future period); and

(j) (x) any loss from discontinued operations

(but if such operations are classified as discontinued due to the fact that they are subject

to an agreement to dispose of such operations, only when and to the extent such operations

are actually disposed of), reduced by (y) any income from discontinued operations (but

if such operations are classified as discontinued due to the fact that they are subject to

an agreement to dispose of such operations, only when and to the extent such operations are

actually disposed of).

“Combined Income

Taxes” shall mean taxes or other payments, including deferred Taxes, based on income, profits or capital of the Loan Parties

and the Subsidiaries whether or not paid, estimated, accrued or required to be remitted to any governmental authority.

“Combined Interest

Expense” shall mean, for any period (in each case, determined on the basis of GAAP), the combined net interest income/expense

of the Loan Parties and the Subsidiaries, whether paid or accrued, plus or including (without duplication) any interest, costs and charges

consisting of:

(a) interest expense attributable to Capitalized

Lease Obligations;

(b) amortization of debt discount, but excluding

amortization of debt issuance costs, fees and expenses and the expensing of any bridge or

other financing fees;

(d) [reserved];

(e) the combined interest expense that was

capitalized during such period (without duplication);

(f) net payments and receipts (if any) pursuant

to Hedging Obligations (other than Currency Agreements) (excluding unrealized mark-to-market

gains and losses attributable to Hedging Obligations (other than Currency Agreements));

(g) any interest actually paid by a Loan Party

or any Subsidiary on Indebtedness of another Person that is guaranteed by a Loan Party or

any Subsidiary or secured by a Lien on assets of a Loan Party or any Subsidiary; and

(h) premiums, penalties, annual agency fees,

penalties for failure to comply with registration obligations (if applicable) and any amendment

fees, in each case, related to any Indebtedness of the Loan Parties or Subsidiaries.

Notwithstanding any of the

foregoing, Combined Interest Expense shall not include (i) [reserved], (ii) any payments on any operating leases, including

without limitation any payments on any lease, concession or license of property (or Guarantee thereof) which would be considered an operating

lease under GAAP, (iii) net payments and receipts (if any) pursuant to Currency Agreements (including unrealized mark-to-market

gains and losses attributable to Hedging Obligations), and (iv) any pension liability interest costs.

“Combined Net

Income” shall mean, for any period, the net income (loss) of the Loan Parties and the Subsidiaries determined on a combined

basis on the basis of GAAP; provided, however, that there will not be included in such Combined Net Income:

(a) any net income (loss) of any Person if

such Person is not a Loan Party or a Subsidiary, except that a Loan Party equity in the net

income of any such Person for such period will be included in such Combined Net Income up

to the aggregate amount of cash or Cash Equivalents actually distributed by such Person during

such period to a Loan Party or a Subsidiary as a dividend or other distribution or return

on investment (subject, in the case of a dividend or other distribution or return on investment

to a Subsidiary, to the limitations contained in clause (b) below);

(b) [Reserved];

sale, abandonment or other disposition of any asset or disposed operations of a Loan Party

or any Subsidiary (including pursuant to any sale/ leaseback transaction) which is not sold

or otherwise disposed of in the ordinary course of business (as determined in good faith

by an Officer of the Borrower Representative) or returned surplus assets of any Pension Plan;

(d) any extraordinary, exceptional, unusual

or nonrecurring gain, loss, charge or expense or any charges, expenses or reserves in respect

of any restructuring, redundancy or severance or any expenses, charges, reserves, gains or

other costs related to the Transactions; and, to the extent not otherwise included in this

clause (d): recruiting, retention and relocation costs; signing bonuses and related expenses

and one-time compensation charges; curtailments or modifications to pension and post-retirement

employee benefit plans transaction and refinancing bonuses and special bonuses paid in connection

with dividends and distributions to equity holders; start-up, transition, strategic initiative

(including any multi-year strategic initiative) and integration costs, charges or expenses;

costs, charges and expenses related to the start-up, pre-opening, opening, closure, and/or

consolidation of operations, offices and facilities; business optimization costs, charges

or expenses; costs, charges and expenses incurred in connection with new product design,

development and introductions; costs and expenses incurred in connection with intellectual

property development and new systems design; costs and expenses incurred in connection with

implementation, replacement, development or upgrade of operational, reporting and information

technology systems and technology initiatives; any costs, expenses or charges relating to

any governmental investigation or any litigation or other dispute (including with any customer);

costs and expenses in respect of warranty payments and liabilities related to product recalls

or field service campaigns; or any fees, charges, losses, costs and expenses incurred during

such period, or any amortization thereof for such period, in connection with or related to

any acquisition, Restricted Payment, Investment, recapitalization, asset sale, issuance,

incurrence, registration or repayment or modification of Indebtedness, issuance or offering

of Capital Stock, refinancing transaction or amendment, modification or waiver in respect

of the documentation relating to any such transaction and any charges or non-recurring merger

costs incurred during such period as a result of any such transaction;

(e) the cumulative effect of a change in accounting

principles;

(f) any non-cash compensation charge or expense

arising from any grant of stock, stock options or other equity based awards and any non-cash

deemed finance charges in respect of any pension liabilities or other provisions;

(g) all deferred financing costs written off

and premiums paid or other expenses incurred directly in connection with any early extinguishment

of Indebtedness and any net gain (loss) from any write-off or forgiveness of Indebtedness;

(h) any unrealized gains or losses in respect

of Hedging Obligations or other derivative instruments or any ineffectiveness recognized

in earnings related to qualifying hedge transactions or the fair value or changes therein

recognized in earnings for derivatives that do not qualify as hedge transactions, in each

case, in respect of Hedging Obligations or other derivative instruments;

(i) any unrealized foreign currency translation

gains or losses in respect of Indebtedness of any Person denominated in a currency other

than the functional currency of such Person and any unrealized foreign exchange gains or

losses relating to translation of assets and liabilities denominated in foreign currencies;

(j) any unrealized foreign currency translation

or transaction gains or losses in respect of Indebtedness or other obligations of a Loan

Party or any Subsidiary owing to a Loan Party or any Subsidiary;

(k) any one-time non-cash charges or any increases

in amortization or depreciation resulting from purchase accounting, in each case, in relation

to any acquisition of another Person or business or resulting from any reorganization or

restructuring involving a Loan Party or its Subsidiaries;

(l) any goodwill or other intangible asset

impairment charge or write-off; and

(m) [reserved].

“Combined Gross

Leverage” shall mean the sum, without duplication, of the aggregate outstanding Specified Indebtedness of the Loan Parties

and the Subsidiaries on a combined basis (excluding Hedging Obligations).

“Combined Gross

Pari Passu Leverage” shall mean the sum, without duplication, of the aggregate outstanding amount of Term Loans and any

Pari Passu Debt (assuming a borrowing of the maximum amount of revolving loans available).

“Combined Gross

Pari Passu Leverage Ratio” shall mean, as of any date of determination, the ratio of (x) Combined Gross Pari Passu

Leverage at such date to (y) the aggregate amount of L2QA Pro Forma EBITDA.

“Combined Net

Leverage” shall mean (A) Combined Gross Leverage, less (B) the aggregate amount of cash and Cash Equivalents

of the Loan Parties and the Subsidiaries on a combined basis.

“Combined Net

Leverage Ratio” shall mean, as of any date of determination, the ratio of (x) Combined Net Leverage at such date to

(y) the aggregate amount of L2QA Pro Forma EBITDA; provided, however, that the pro forma calculation of the

Combined Net Leverage Ratio shall not give effect to (i) any Indebtedness incurred on the date of determination pursuant to Section 6.04(b) or

(ii) the discharge on the date of determination of any Indebtedness to the extent that such discharge results from the proceeds

incurred pursuant to Section 6.04(b).

For the avoidance of doubt,

in determining Combined Net Leverage Ratio, no cash or Cash Equivalents shall be included that are the proceeds of Indebtedness in respect

of which the calculation of the Combined Net Leverage Ratio is to be made.

“Commitment”

shall mean an Initial Term Loan Commitment, an Incremental Term Loan Commitment, and/or a Second Incremental Term Loan Commitment.

“Communications”

shall have the meaning assigned to such term in Section 9.01.

“Competition

Laws” shall mean any federal, state, foreign, multinational or supranational antitrust, competition or trade regulation

statutes, rules, regulations, orders, decrees, administrative and judicial doctrines and other laws that are designed or intended to

prohibit, restrict or regulate actions or transactions having the purpose or effect of monopolization or restraint of trade or lessening

of competition through merger or acquisition or effectuating foreign investment.

“Compliance Certificate”

shall mean a Compliance Certificate substantially in the form of Exhibit J to this Agreement.

“Contingent Obligations”

shall mean, with respect to any Person, any obligation of such Person guaranteeing in any manner, whether directly or indirectly, any

operating lease, dividend or other obligation that does not constitute Indebtedness (“primary obligations”) of any other

Person (the “primary obligor”), including any obligation of such Person, whether or not contingent:

(a) to purchase any such primary obligation

or any property constituting direct or indirect security therefor;

(b) to advance or supply funds:

(i)            for

the purchase or payment of any such primary obligation; or

(ii)           to

maintain the working capital or equity capital of the primary obligor or otherwise to maintain the net worth or solvency of the primary

obligor; or

primarily for the purpose of assuring the owner of any such primary obligation of the ability

of the primary obligor to make payment of such primary obligation against loss in respect

thereof.

“Control”

shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person,

whether through the ability to exercise voting power, by contract or otherwise, and the terms “Controlling” and “Controlled”

shall have meanings correlative thereto.

“Cooperation

Agreement” means (i) that certain agreement entered into by holders of certain Indebtedness of CSC and/or its Subsidiaries

(any such Indebtedness, “CSC Debt”), whereby holders party thereto agree not to execute, approve, vote to accept

or approve, or otherwise participate in, negotiate, facilitate, consent to agree to consent to, support and/or agree to support any transaction

(or any material transaction) with CSC and/or its Subsidiaries other than a transaction approved or supported by all or a portion of

such holders, and that such holders are represented by Akin Gump LLP, as legal advisor (or any law firm that replaces or supplements

Akin Gump LLP as legal advisor to such group), and PJT Partners, as financial advisor (or any financial advisor that replaces or supplements

PJT Partners as financial advisor to such group) and (ii) any agreement that amends, restates, replaces, succeeds, or has the same

or substantially similar effect as the agreement described in clause (i) above.

“Credit Extension”

shall mean the funding of any Term Loan.

“CSC”

shall mean CSC Holdings, LLC, a Delaware limited liability company.

“CSC Credit Agreement”

shall mean that certain Credit Agreement, dated as of October 9, 2015, among, inter alios, CSC, as borrower, certain lenders

party thereto and JPMorgan Chase Bank, N.A., as administrative agent and security agent, as amended, restated, supplemented or otherwise

modified on June 20, 2016, June 21, 2016, September 9, 2016, December 9, 2016, March 15, 2017, January 12,

2018, October 15, 2018, November 27, 2018, January 24, 2019, February 7, 2019, May 14, 2019, October 3,

2019, July 13, 2022 and December 19, 2022 and as further amended by the Fourteenth CSC Credit Agreement Amendment respectively,

and as further amended, restated, supplemented or otherwise modified from time to time.

“CSC Freefall

Event” means the occurrence of any event of a type described in Section 7.01(g) (assuming for such purpose that

CSC was a Loan Party) with respect to CSC other than pursuant to the voluntary commencement of a bankruptcy case by CSC under Chapter

11 of the Bankruptcy Code, which bankruptcy case is contemplated by a restructuring agreement that has been entered into among CSC and

the holders of at least 2/3 of the aggregate outstanding principal amount of Indebtedness under the Existing Debt Documents.

“CSC Optimum”

shall have the meaning assigned to such term in the introductory statements to this Agreement.

“CSC Return on

Investment” shall mean the investment made by the Borrowers in CSC with respect to the net proceeds of the Term Loans.

“Currency Agreement”

shall mean, in respect of a Person, any foreign exchange contract, currency swap agreement, currency futures contract, currency option

contract, cap, floor, ceiling, collar, currency derivative or other similar agreement to which such Person is a party or beneficiary.

“Default”

shall mean any event which is, or after giving notice or with the passage of time or both would be, an Event of Default.

“Defaulting Lender”

shall mean, subject to Section 2.25(b), any Lender that, as reasonably determined by the Administrative Agent (a) has refused

(which refusal may be given verbally or in writing and has not been retracted) or failed to perform any of its funding obligations hereunder,

which refusal or failure is not cured within one Business Day after the date of such refusal or failure, (b) has notified the Borrower

Representative or Administrative Agent that it does not intend to comply with its funding obligations or has made a public statement

to that effect with respect to its funding obligations hereunder, (c) has failed, within three Business Days after request by the

Administrative Agent, to confirm in a manner satisfactory to the Administrative Agent that it will comply with its funding obligations,

or (d) has, or has a direct or indirect parent company that has, after the date of the Original Credit Agreement, (i) become

the subject of a proceeding under any Bankruptcy Law, (ii) had a receiver, conservator, trustee, administrator, assignee for the

benefit of creditors or similar Person charged with reorganization or liquidation of its business or a custodian appointed for it, or

(iii) taken any action in furtherance of, or indicated its consent to, approval of or acquiescence in any such proceeding or appointment;

provided that a Lender shall not be a Defaulting Lender solely by virtue of the ownership or acquisition of any equity interest

in that Lender or any direct or indirect parent company thereof by a Governmental Authority.

“Designation”

shall mean the designation of the Loan Parties as “unrestricted subsidiaries” under the Existing Debt Documents.

“Disinterested

Director” shall mean, with respect to any Affiliate Transaction, a member of the Board of Directors having no material

direct or indirect financial interest in or with respect to such Affiliate Transaction. A member of the Board of Directors of the Borrower

Representative shall be deemed not to have such a financial interest by reason of such member’s holding Capital Stock of a Loan

Party or any Parent or any options, warrants or other rights in respect of such Capital Stock.

“Disqualified

Person” shall mean any Person, other than a Loan Party, who directly provides products or services that are the same or

substantially similar to the products or services provided by, and that constitute a material part of the business of, the Loan Parties

taken as a whole, and any Affiliate of any such Person (other than its financial investors and affiliated bona fide diversified debt

funds that are not operating companies or affiliates of operating companies), who has been identified to the Administrative Agent in

writing from time to time and posted to both the “Public Lender” and “Non-Public Lender” portions of the Platform

subject to the confidentiality provisions thereof in accordance with Section 9.01 or otherwise made available to all Lenders and,

in the case of Persons and Affiliates of any Person (other than its financial investors and affiliated bona fide diversified debt

funds that are not operating companies or affiliates of operating companies) identified to the Administrative Agent on or after the Closing

Date, to the extent reasonably acceptable to the Administrative Agent. Notwithstanding anything to the contrary herein, in no event shall

the designation of a Person as a Disqualified Person apply (i) to disqualify any Person until three (3) Business Days after

such Person shall have been identified in writing to the Administrative Agent via electronic mail submitted to JPMDQ_Contact@jpmorgan.com

(or to such other address as the Administrative Agent may designate to the Borrower Representative from time to time) (the “Designation

Effective Date”), or (ii) retroactively to disqualify any Person that, before the Designation Effective Date, has

(1) acquired an assignment or participation interest under this Agreement or (2) entered into a trade to acquire an assignment

or participation interest under this Agreement.

If a Disqualified Person

becomes a Lender hereunder in violation of the provisions of this Agreement and without the Borrower Representative’s written consent,

such Disqualified Person shall not (1) be entitled to any of the rights or privileges enjoyed by the other Lenders with respect

to voting, information and lender meetings, (a) be entitled to any expense reimbursement or indemnification under the Loan Documents,

and nothing in the Loan Documents shall restrict the rights and remedies of the Loan Parties against such Disqualified Person, (b) receive

any other information or reporting provided by the Borrower Representative, the Administrative Agent or any other Lender, (c) attend

or participate in meetings attended by the Lenders and the Administrative Agent or (d) be entitled to access any electronic site

established for Lenders or confidential communications from counsel to or financial advisors of the Administrative Agent or the Lenders.

“Disqualified

Stock” shall mean, with respect to any Person, any Capital Stock of such Person which by its terms (or by the terms of

any security into which it is convertible or for which it is exchangeable) or upon the happening of any event:

(a) matures or is mandatorily redeemable for

cash or in exchange for Indebtedness pursuant to a sinking fund obligation or otherwise;

(b) is convertible or exchangeable for Indebtedness

or Disqualified Stock (excluding Capital Stock which is convertible or exchangeable solely

at the option of a Loan Party or a Subsidiary); or

terms) upon the occurrence of certain events or otherwise redeemable or repurchasable for

cash or in exchange for Indebtedness at the option of the holder of the Capital Stock in

whole or in part,

in each case, on or prior to the earlier of (a) the

Stated Maturity of the Term Loans or (b) the date on which there are no Loans outstanding; provided, however, that (i) only

the portion of Capital Stock which so matures or is mandatorily redeemable, is so convertible or exchangeable or is so redeemable at

the option of the holder thereof prior to such date will be deemed to be Disqualified Stock and (ii) any Capital Stock that would

constitute Disqualified Stock solely because the holders thereof have the right to require the issuer thereof to repurchase such Capital

Stock upon the occurrence of a change of control or asset sale (howsoever defined or referred to) shall not constitute Disqualified Stock

if any such redemption or repurchase obligation is subject to compliance by the relevant Person with Section 6.05.

“Dollars”

or “$” shall mean lawful money of the United States of America.

“Domestic Subsidiary”

shall mean any direct or indirect Subsidiary that is organized under the laws of the United States, any state thereof or the District

of Columbia.

“Eligible Assignee”

shall mean any Person other than a natural Person or a Defaulting Lender that is (a) a Lender, an Affiliate of any Lender or a Related

Fund (any two or more Related Funds being treated as a single Eligible Assignee for all purposes hereof) or (b) a commercial bank,

insurance company, investment or mutual fund or other entity that is an “accredited investor” (as defined in Regulation D)

and which extends credit or buys loans in the ordinary course; provided that notwithstanding anything herein to the contrary,

“Eligible Assignee” shall not include any Person that is a Loan Party, any of the Loan Parties’ Affiliates, any Subsidiaries

or any Disqualified Person.

“Employee Benefit

Plan” shall mean any “employee benefit pension plan” as defined in Section 3(2) of ERISA that is

subject to the provisions of Title IV or Section 302 of ERISA or Section 412 of the Code and which is or, within the six year

period immediately preceding the Closing Date, was sponsored, maintained or contributed to by, or required to be contributed by, the

Borrowers, any of its Subsidiaries or any of their respective ERISA Affiliates, other than a Multiemployer Plan.

“Environmental

Laws” shall mean, with respect to any Person, any and all international, national, regional, local and other laws, rules,

regulations, decisions and orders, in each case applicable to and legally binding on such Person, relating to the protection of human

health and safety as related to hazardous materials exposure, the environment or hazardous or toxic substances or wastes, pollutants

or contaminants.

“Environmental

Liability” shall mean any liability, obligation, damage, loss, claim, action, suit, judgment, order, fine, penalty, fee,

expense, or cost, contingent or otherwise (including any liability for damages, costs of environmental remediation, fines, penalties

or indemnities), of the Borrowers, or any other Loan Party resulting from or based upon (a) violation of any Environmental Law,

(b) the generation, use, handling, transportation, labeling, storage, treatment, disposal or recycling of, or presence of any Hazardous

Materials, (c) exposure to any Hazardous Materials, (d) the Release or threatened Release of any Hazardous Materials into the

environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with

respect to any of the foregoing.

“Environmental

Permits” shall mean any permit and other authorization required under any Environmental Law for the operation of the business

of any Loan Party or its Subsidiaries conducted on or from the properties owned or used by any Loan Party or its Subsidiaries.

“Equal Priority

Intercreditor Agreement” shall mean, to the extent executed in connection with the incurrence of Indebtedness secured by

Liens on the Collateral which are intended to rank equal in priority to the Liens on the Collateral securing the Obligations under this

Agreement (but without regard to the control of remedies), at the option of the Borrower Representative, either (1) an intercreditor

agreement substantially in the form of Exhibit D-1 or (2) a customary intercreditor agreement in form and substance reasonably

acceptable to the Administrative Agent, the Required Lenders and the Borrower Representative, which agreement shall provide that the

Liens on the Collateral securing such Indebtedness shall rank equal in priority to the Liens on the Collateral securing the Obligations

under this Agreement (but without regard to the control of remedies), and with such modifications thereto as the Administrative Agent,

the Required Lenders and the Borrower Representative may agree.

“ERISA”

shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time, and any successor thereto.

“ERISA Affiliate”

shall mean, as applied to any Person, (a) any corporation which is a member of a controlled group of corporations within the meaning

of Section 414(b) of the Code of which that Person is a member; (b) any trade or business (whether or not incorporated)

which is a member of a group of trades or businesses under common control within the meaning of Section 414(c) of the Code

of which that Person is a member; and (c) any member of an affiliated service group within the meaning of Section 414(m) or

(o) of the Code of which that Person, any corporation described in clause (a) above or any trade or business described in clause

(b) above is a member.

“ERISA Event”

shall mean (a) the occurrence of an act or omission which would give rise to the imposition on the Borrowers or any of their Subsidiaries

or any of their respective ERISA Affiliates of material fines, penalties, taxes or related charges under Chapter 43 of the Code or under

Sections 409 or 502(c), (i) or (l), or Section 4071 of ERISA in respect of any Employee Benefit Plan; (b) the receipt

by the Borrowers, any of their Subsidiaries, or any of their respective ERISA Affiliates of written notice of the assertion of a material

claim (other than routine claims for benefits) against any Employee Benefit Plan other than a Multiemployer Plan or the assets thereof,

or against the Borrowers or any of their Subsidiaries or any of their respective ERISA Affiliates in connection with any Employee Benefit

Plan; or (c) receipt from the Internal Revenue Service of notice of the failure of any Employee Benefit Plan intended to be qualified

under Section 401(a) of the Code to qualify under Section 401(a) of the Code, or the failure of any trust forming

part of any such Employee Benefit Plan to qualify for exemption from taxation under Section 501(a) of the Code.

“Escrowed Proceeds”

shall mean the proceeds from the offering of any debt securities or other Indebtedness paid into an escrow account with an independent

escrow agent on the date of the applicable offering or Incurrence pursuant to escrow arrangements that permit the release of amounts

on deposit in such escrow account upon satisfaction of certain conditions or the occurrence of certain events. The term “Escrowed

Proceeds” shall include any interest earned on the amounts held in escrow.

“Events of Default”

shall have the meaning assigned to such term in Section 7.01 of this Agreement.

“Exchange Act”

shall mean the U.S. Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder,

as amended.

“Excluded Collateral”

shall mean the following assets, (i) any real property, (ii) motor vehicles and other assets subject to certificates of title,

except to the extent a security interest therein can be perfected by a UCC filing, (iii) any commercial tort claims with a fair

market value (as determined in good faith by the Borrower Representative) of less than $5 million, (iv) any governmental or regulatory

licenses, authorizations, certificates, charters, franchises, approvals and consents (whether U.S. Federal, State or otherwise) to the

extent a security interest therein is prohibited or restricted thereby or requires any consent, acknowledgement or authorization after

giving effect to the applicable anti-assignment provisions of the UCC from a governmental or regulatory authority not obtained after

giving effect to the applicable anti-assignment provisions of the UCC (other than proceeds and receivables thereof, the assignment of

which is expressly deemed effective under the UCC notwithstanding such prohibition), (v) assets to the extent the pledge thereof

or grant of security interests therein (x) is prohibited or restricted by any applicable law, rule or regulation or would require

any consent, approval or authorization of any governmental or regulatory authority (other than proceeds and receivables thereof, the

assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition), or (y) is prohibited by any contract

or would require any consent, approval, license or other authorization of any third party (provided, in each case, that such requirement

existed on the Closing Date or at the time of the acquisition of such asset, as applicable, and was not incurred, other than in the case

of capital leases and purchase money financings, in contemplation thereof) or governmental or regulatory authority not obtained, after

giving effect to the applicable anti-assignment provisions of the UCC (other than to the extent such prohibition or restriction is ineffective

under the UCC), (vi) any lease, license or agreement (not otherwise subject to clause (iv) above) or any property that is subject

to a capital lease, purchase money security interest or similar arrangement, in each case permitted by the Loan Documents, to the extent

that a grant of a security interest therein (A) would violate or invalidate such lease, license or agreement or purchase money security

interest or similar arrangement or create a right of termination in favor of any other party thereto (other than a Loan Party or any

of its Subsidiaries) after giving effect to the applicable anti-assignment provisions of the UCC, other than proceeds and receivables

thereof the assignment of which is expressly deemed effective under the UCC notwithstanding such prohibition or (B) would require

governmental or regulatory approval, consent or authorization after giving effect to the applicable anti-assignment provisions of the

UCC (other than proceeds and receivables thereof, the assignment of which is expressly deemed effective under the UCC notwithstanding

such prohibition) (without any requirement to obtain such approval, consent or authorization), (vii) letter of credit rights, except

to the extent perfection of the security interest therein is accomplished by the filing of a general “all assets” UCC financing

statement (it being understood that no actions shall be required to perfect a security interest in letter of credit rights, other than

the filing of such a UCC financing statement), (viii) any intent-to-use trademark application prior to the filing of a “Statement

of Use” or “Amendment to Allege Use” with respect thereto, to the extent, if any, that, and solely during the period,

if any, in which, the grant of a security interest therein would impair the validity or enforceability of such intent-to-use trademark

application under applicable federal law, (ix) payroll accounts, zero balance accounts, any withholding tax, benefits, escrow, trust,

customs or any other fiduciary account having a balance that does not exceed $1 million for more than 3 consecutive Business Days at

any time, (x) [reserved] and (xi) assets where the burden, cost or consequence (including adverse tax, regulatory or accounting

consequences (that are not de minimis) to the Borrowers, any other Loan Party, or any of its direct or indirect parent companies or subsidiaries

or any of its or their respective equity holders) of obtaining a security interest therein or perfection thereof exceeds the practical

benefit to the Lenders afforded thereby as reasonably determined between the Borrower Representative and the Administrative Agent, all

of which do not constitute Collateral.

“Excluded Subsidiary”

shall mean (1) any CFC and any other Subsidiary that is not a Domestic Subsidiary, (2) any Subsidiary that is a direct or indirect

Subsidiary of (i) a CFC or (ii) a CFC Holdco, (3) a CFC Holdco, (4) any Subsidiary, including CSC TKR, LLC and its

Subsidiaries, and any regulated entity that is subject to net worth or net capital or similar capital and surplus restrictions, that

is prohibited or restricted by applicable law from becoming a Loan Party, or if becoming a Loan Party would require governmental (including

regulatory) consent, approval, license or authorization, (5) any other Subsidiary with respect to which, in the judgment of the

Borrower Representative and the Administrative Agent, each acting reasonably, the burden or cost (including any adverse tax consequences)

of becoming a Loan Party will outweigh the benefits to be obtained by the Lenders therefrom; provided, that any such Subsidiary

that is an Excluded Subsidiary pursuant to clause (5) shall cease to be an Excluded Subsidiary at any time such Subsidiary guarantees

Indebtedness of the Borrowers or any other Subsidiary, (6) any Immaterial Subsidiary and (7) CSC TKR Intermediate, LLC.

“Excluded Taxes”

shall mean, with respect to the Administrative Agent or any Lender or any other recipient of any payment to be made by or on account

of any obligation of the Borrowers hereunder, (a) Taxes imposed on (or measured by) net income (however denominated), franchise

Taxes, branch profits Taxes or any similar Tax, (i) by the jurisdiction under the laws of which such recipient is organized or in

which its principal office is located or, in the case of any Lender, in which its applicable lending office is located or (ii) that

are Other Connection Taxes, (b) any withholding taxes attributable to the Lender’s failure to comply with Section 2.20(e) or

(f); (c) in the case of a Lender, U.S. federal withholding Taxes that are (or would be) required to be withheld pursuant to a law

in effect on the date on which (i) such Lender acquires such interest in the Loan or Commitment (other than pursuant to an assignment

request by the Borrower Representative under Section 2.21) or (ii) such Lender changes its lending office, except in each case

to the extent that, pursuant to Section 2.20, amounts with respect to such Taxes were payable either to such Lender’s assignor

immediately before such Lender became a party hereto or to such Lender immediately before it changed its lending office; (d) U.S.

backup withholding Taxes; and (e) any Taxes imposed under FATCA.

“Existing Debt

Documents” shall mean (i) the indenture, dated as of September 23, 2016, among, inter alios, CSC, as issuer,

the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, as supplemented by a supplemental indenture dated

as of November 27, 2018, governing CSC’s $1,310 million aggregate principal amount of 5.500% senior guaranteed notes due 2027;

(ii) the indenture, dated as of January 29, 2018, among, inter alios, CSC, as issuer, the guarantors party thereto and

Deutsche Bank Trust Company Americas, as trustee, as supplemented by a supplemental indenture dated as of November 27, 2018, governing

CSC’s $1,000 million aggregate principal amount of 5.375% senior guaranteed notes due 2028; (iii) the indenture, dated as

of April 5, 2018, among, inter alios, CSC (as successor issuer to Cablevision Systems Corporation, as successor issuer to

Cequel Communications Holdings I, LLC and Cequel Capital Corporation), as issuer, and Deutsche Bank Trust Company Americas, as trustee,

as supplemented by a supplemental indenture dated October 17, 2018, governing CSC’s $4,118,000 aggregate principal amount

of 7.500% senior notes due 2028; (iv) the indenture, dated as of November 27, 2018, among, inter alios, CSC, as issuer,

and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $1,045,882,000 aggregate principal amount of 7.500% senior

notes due 2028; (v) the indenture, dated as of January 31, 2019, among, inter alios, CSC, as issuer, the guarantors

party thereto and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $1,750 million aggregate principal amount of

6.500% senior guaranteed notes due 2029; (vi) the indenture, dated as of July 10, 2019, among, inter alios, CSC, as issuer

and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $2,250 million aggregate principal amount of 5.750% senior

notes due 2030; (vii) the indenture, dated as of June 16, 2020, among, inter alios, CSC, as issuer, the guarantors party

thereto and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $1,100 million aggregate principal amount of 4.125%

senior guaranteed notes due 2030; (viii) the indenture, dated as of June 16, 2020, among, inter alios, CSC, as issuer

and Deutsche Bank Trust Company Americas, governing CSC’s $2,325 million aggregate principal amount of 4.625% senior notes due

2030; (ix) the indenture, dated as of August 17, 2020, among, inter alios, CSC, as issuer, the guarantors party thereto

and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $1,000 million aggregate principal amount of 3.375% senior

guaranteed notes due 2031; (x) the indenture, dated as of May 13, 2021, among, inter alios, CSC, as issuer, the guarantors

party thereto and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $1,500 million aggregate principal amount of

4.500% senior guaranteed notes due 2031; (xi) the indenture, dated as of May 13, 2021, among, inter alios, CSC, as issuer

and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $500 million aggregate principal amount of 5.000% senior

notes due 2031; (xii) the indenture, dated as of April 25, 2023, among, inter alios, CSC, as issuer, the guarantors

party thereto and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $1,000 million aggregate principal amount of

11.250% senior guaranteed notes due 2028; (xiii) the indenture, dated as of January 25, 2024, among, inter alios, CSC,

as issuer, the guarantors party thereto and Deutsche Bank Trust Company Americas, as trustee, governing CSC’s $2,050 million aggregate

principal amount of 11.750% senior guaranteed notes due 2029; and (xiv) the CSC Credit Agreement.

“Facility Guaranty”

shall mean the Facility Guaranty made by the Guarantors in favor of the Administrative Agent and the other Lenders, substantially in

the form of Exhibit F-1 hereto, or in another form reasonably satisfactory to the Administrative Agent and the Borrower Representative.

“Facility Guaranty

Joinder” shall mean an agreement, substantially in the form of Annex I to the Facility Guaranty, or in another form reasonably

satisfactory to the Administrative Agent and the Borrower Representative, pursuant to which a Loan Party becomes a party to, and bound

by, the terms of the Facility Guaranty.

“fair market

value” wherever such term is used in this Agreement (except as otherwise specifically provided in this Agreement), may

be conclusively established by means of an Officer’s Certificate or a resolution of the Board of Directors of the Borrower Representative

setting out such fair market value as determined by such Officer or such Board of Directors in good faith.

“FATCA”

shall mean:

a)            current

Sections 1471 through 1474 of the Code, as of the date of the Original Credit Agreement (or any amended or successor version that is

substantively comparable and not materially more onerous to comply with), any current or future associated regulations or official interpretations

thereof;

b)            any

treaty, law, regulation or other official guidance enacted in any other jurisdiction, or relating to an intergovernmental agreement between

the United States and any other jurisdiction, which (in either case) facilitates the implementation of paragraph (a) above; or

c)            any

agreement (including any intergovernmental agreement) pursuant to the implementation of paragraphs (a) or (b) above with the

IRS, the US government or any governmental or taxation authority in any other jurisdiction.

“FCPA”

shall have the meaning assigned to such term in Section 3.27.

“Federal”

shall mean of the U.S. Government.

“Federal Funds

Effective Rate” shall mean, for any day, the weighted average of the rates on overnight Federal funds transactions with

members of the Federal Reserve System arranged by Federal funds brokers, as published on the next succeeding Business Day by the Federal

Reserve Bank of New York, or, if such rate is not so published for any day that is a Business Day, the average of the quotations for

the day for such transactions received by the Administrative Agent from three Federal funds brokers of recognized standing selected by

it; provided that if the Federal Funds Effective Rate is less than zero, it shall be deemed to be zero for the purposes of this

Agreement.

“Fees”

shall mean the Administrative Agent Fees.

“Fiber Assets”

shall mean all assets, properties and rights relating to fiber-optic infrastructure, including, without limitation (a) fiber-optic

cable (lit or dark), conduit, drops, splitters, electronics, network hardware, optical network terminals or units, customer premise equipment

and related fixtures; (b) rights-of-way, easements, franchises, pole attachment rights, duct access rights, permits and licenses

used in connection with fiber-optic systems; (c) construction-in-progress and materials relating to fiber builds; (d) customer

contracts, installation agreements and revenue streams relating to fiber-based products or services; and (e) all other property

acquired, constructed, developed or installed in connection with fiber development activities, and, in each case, the proceeds thereof.

“First Lien/Second

Lien Intercreditor Agreement” shall mean any of (1) an intercreditor agreement substantially in the form of Exhibit D-2

or (2) a customary intercreditor agreement in form and substance reasonably acceptable to the Administrative Agent, the Required

Lenders and the Borrower Representative, which agreement shall provide that the Liens on the Collateral securing such Indebtedness shall

rank junior in priority to the Liens on the Collateral securing the Obligations under this Agreement, with such modifications thereto

as the Administrative Agent, the Required Lenders and the Borrower Representative may agree.

“Foreign Lender”

shall mean a Lender that is not a U.S. Person.

“Foreign Subsidiary”

shall mean any direct or indirect Subsidiary of a Loan Party that is not a Domestic Subsidiary.

“Fourteenth CSC

Credit Agreement Amendment” shall mean that certain Fourteenth CSC Credit Agreement Amendment, dated as of November 25,

2025, by and among, inter alia, CSC and JPMorgan Chase Funding Inc.

“GAAP”

shall mean generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of

the American Institution of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standard Boards

or in such other statement by such other entity as have been approved by a significant segment of the accounting profession, and in effect

on the Closing Date, or, with respect to Section 6.10 as in effect from time to time; provided that, at any time after the

Closing Date, the Borrower Representative may make an irrevocable election to establish that “GAAP” shall mean GAAP as in

effect on a date that is on or prior to the date of such election. The Borrower Representative shall give notice of any such election

to the Administrative Agent.

“Global Intercompany

Note” shall mean that certain Global Intercompany Note, dated as of the date of the Original Credit Agreement, by and among

the Group Members.

“Governmental

Authority” shall mean the government of the United States or any other nation, or of any political subdivision thereof,

whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive,

legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government (including any supra-national

bodies such as the European Union or the European Central Bank).

“Granting Lender”

shall have the meaning assigned to such term in Section 9.04(i).

“Grantor”

shall mean each Person from time to time party to any Security Document, in its capacity as a grantor, pledgor, obligor, chargor or similar

capacity thereunder.

“Group Member”

shall mean the Loan Parties or any Subsidiary thereof, and “Group” shall mean, collectively, the Loan Parties

and their Subsidiaries.

“Guarantee”

shall mean any obligation, contingent or otherwise, of any Person directly or indirectly guaranteeing any Indebtedness of any other Person,

including any such obligation, direct or indirect, contingent or otherwise, of such Person:

(a) to purchase or pay (or advance or supply

funds for the purchase or payment of) such Indebtedness of such other Person (whether arising

by virtue of partnership arrangements, or by agreements to keep-well, to purchase assets,

goods, securities or services, to take-or-pay or to maintain financial statement conditions

or otherwise); or

(b) entered into primarily for purposes of

assuring in any other manner the obligee of such Indebtedness of the payment thereof or to

protect such obligee against loss in respect thereof (in whole or in part),

provided, however,

that the term “Guarantee” will not include endorsements for collection or deposit in the ordinary course of business or any

guarantee of performance. The term “Guarantee” used as a verb has a corresponding meaning.

“Guarantor”

shall mean each Person from time to time party to the Facility Guaranty, in its capacity as a guarantor of the Obligations and its respective

successors and assigns, until the Loan Guarantee of such Person has been released in accordance with the provisions of this Agreement.

“Hazardous Materials”

shall mean all chemicals, materials, substances or wastes of any nature that are listed, classified, regulated, characterized or otherwise

defined as “hazardous,” “toxic,” “radioactive,” a “pollutant,” a “contaminant,”

or terms of similar intent or meaning, by any Governmental Authority or that are otherwise prohibited, limited or regulated pursuant

to any Environmental Law, including petroleum or petroleum distillates, friable asbestos or friable asbestos-containing materials, polychlorinated

biphenyls, radon gas, infectious or medical wastes.

“Hedging Obligations”

of any Person shall mean the obligations of such Person pursuant to any Interest Rate Agreement, or Currency Agreement.

“IFRS”

shall mean International Financial Reporting Standards as issued by the International Accounting Standards Board or any successor board

or agency as endorsed by the European Union.

“Immaterial Subsidiary”

shall mean, as of any date of determination, any Subsidiary (1) whose total assets at the last day of the most recent Test Period

(when taken together with the total assets of the Subsidiaries of such Subsidiary at the last day of the most recent Test Period) were

equal to or greater than 3.0% of Total Assets at such date or (2) whose gross revenues for such Test Period (when taken together

with the gross revenues of the Subsidiaries of such Subsidiary for such Test Period) were equal to or greater than 3.0% of the combined

gross revenues of the Loan Parties and their Subsidiaries for such Test Period, in each case determined in accordance with GAAP; provided,

however, that if all of such Immaterial Subsidiaries that are not Guarantors solely because they do not meet the thresholds set

forth in the preceding clause (1) or (2) in the aggregate hold assets in excess of 3.0% of the Total Assets of the Loan Parties

and their Subsidiaries or have gross revenues in excess of 3.0% of the combined gross revenues of the Loan Parties and their Subsidiaries

then only the Subsidiaries with the smallest percentage of assets or gross revenues, as the case may be, of the Loan Parties and their

Subsidiaries (not exceeding 3.0% individually or in the aggregate) would constitute “Immaterial Subsidiaries.”

“Incremental

Closing Date” shall mean the date on which the conditions in Section 4.04 have been satisfied, such date being January 12,

2026.

“Incremental

Lender” shall mean JPMCF.

“Incremental

Term Loan Commitment” shall mean, as to the Incremental Lender, its obligation to make an Incremental Term Loan to the

Borrowers pursuant to Section 2.01(b) in an aggregate amount equal to $1,100 million on the Incremental Closing Date.

“Incremental

Term Loans” shall have the meaning assigned to such term in Section 2.01(b).

“Incur”

shall mean issue, create, assume, enter into any Guarantee of, incur, extend or otherwise become liable for; provided, however, that

(1) any Indebtedness or Capital Stock of a Person existing at the time such Person becomes a Loan Party or Subsidiary (whether by

merger, consolidation, acquisition or otherwise) will be deemed to be Incurred by the relevant Loan Party or such Subsidiary at the time

it becomes a Loan Party or Subsidiary and the terms “Incurred” and “Incurrence” have meanings correlative to

the foregoing and (2) any Indebtedness pursuant to any bridge facility, revolving credit or similar facility shall only be “Incurred”

at the time any funds are borrowed thereunder; provided further that, the Borrower Representative in its sole discretion may elect

that (x) any Indebtedness or portion thereof pursuant to any bridge facility, revolving credit or similar facility shall be deemed

to be “Incurred” at the time of entry into the definitive agreements or commitments in relation to any such facility and/or

(y) any Indebtedness, the proceeds of which are cash-collateralized shall be deemed to be “Incurred” at the time such

proceeds are no longer cash-collateralized.

“Indebtedness”

shall mean, with respect to any Person on any date of determination (without duplication):

(a) the principal of indebtedness of such

Person for borrowed money;

(b) the principal of obligations of such Person

evidenced by bonds, debentures, notes or other similar instruments;

Person in respect of letters of credit, bankers’ acceptances or other similar instruments

(the amount of such obligations being equal at any time to the aggregate then undrawn and

unexpired amount of such letters of credit or other instruments plus the aggregate amount

of drawings thereunder that have not been reimbursed) (except to the extent such reimbursement

obligations relate to trade payables), in each case only to the extent that the underlying

obligation in respect of which the instrument was issued would be treated as Indebtedness;

(d) the principal component of all obligations,

or liquidation preference, of such Person with respect to any Disqualified Stock or any Preferred

Stock (but excluding, in each case, any accrued dividends);

(e) the principal component of all Indebtedness

of other Persons secured by a Lien on any asset of such Person, whether or not such Indebtedness

is assumed by such Person; provided, however, that the amount of such Indebtedness

will be the lesser of (a) the fair market value of such asset at such date of determination

(as determined in good faith by the Borrower Representative) and (b) the amount of such

Indebtedness of such other Persons;

(f) Guarantees by such Person of the principal

component of Indebtedness of other Persons to the extent Guaranteed by such Person; and

(g) to the extent not otherwise included in

this definition, net obligations of such Person under Currency Agreements, and Interest Rate

Agreements (the amount of any such obligations to be equal at any time to the termination

value of such agreement or arrangement giving rise to such obligation that would be payable

by such Person at such time).

The term “Indebtedness” shall not

include (i) obligations or arrangements contemplated under the Shared Services Agreement or the IP License Agreement, (ii) any

lease (including for avoidance of doubt, any network lease or any Operating IRU), concession or license of property (or Guarantee thereof)

which would be considered an operating lease under GAAP, (iii) prepayments of deposits received from clients or customers in the

ordinary course of business, (iv) any pension obligations, (v) Contingent Obligations, (vi) [reserved], (vii) obligations

under any license, permit or other approval (or Guarantees given in respect of such obligations) Incurred prior to the Closing Date or

in the ordinary course of business, (viii) non-interest bearing installment obligations and accrued liabilities Incurred in the

ordinary course of business that are not more than 120 days past due, (ix) Indebtedness in respect of the Incurrence by a Loan Party

or any Subsidiary of Indebtedness in respect of standby letters of credit, performance bonds or surety bonds provided by a Loan Party

or any Subsidiary in the ordinary course of business to the extent such letters of credit or bonds are not drawn upon or, if and to the

extent drawn upon are honored in accordance with their terms and if, to be reimbursed, are reimbursed no later than the fifth Business

Day following receipt by such Person of a demand for reimbursement following payment on the letter of credit or bond, so long as the

aggregate principal or face amount thereof shall not exceed $300 million at any time outstanding, (x) any obligations to pay the

deferred and unpaid purchase price for assets acquired or services supplied or otherwise owed to the Person (or any assignee thereof)

from whom such assets are acquired or who supplies such services in accordance with the terms pursuant to which the relevant assets were

or are to be acquired or services were or are to be supplied, (xi) any payroll accruals and (xii) Indebtedness Incurred by

a Loan Party or a Subsidiary in connection with a transaction where (A) such Indebtedness is borrowed from a bank or trust company,

having a combined capital and surplus and undivided profits of not less than $250 million, whose debt has a rating immediately prior

to the time such transaction is entered into, of at least A or the equivalent thereof by S&P and A2 or the equivalent thereof by

Moody’s and (B) a substantially concurrent Investment is made by a Loan Party or a Subsidiary in the form of cash deposited

with the lender of such Indebtedness, or a Subsidiary or Affiliate thereof, in amount equal to such Indebtedness. For the avoidance of

doubt and notwithstanding the above, the term “Indebtedness” excludes any accrued expenses and trade payables and any obligations

under guarantees issued in connection with various operating and telecommunications licenses.

The amount of Indebtedness of any Person at any

time in the case of a revolving credit or similar facility shall be the total amounts of funds borrowed and then outstanding. The amount

of Indebtedness of any Person at any date shall be determined as set forth above or otherwise provided in this Agreement, and (other

than with respect to letters of credit or Guarantees or Indebtedness specified in clauses (e), (f) or (g) above) shall equal

the amount thereof that would appear on a balance sheet of such Person (excluding any notes thereto) prepared on the basis of GAAP.

Notwithstanding the above provisions, in no event

shall the following constitute Indebtedness:

(i)            in

connection with the purchase by a Loan Party or any Subsidiary of any business, any post-closing payment adjustments to which the seller

may become entitled to the extent such payment is determined by a final closing balance sheet or such payment depends on the performance

of such business after the closing;

(ii)           for

the avoidance of doubt, any obligations in respect of workers’ compensation claims, early retirement or termination obligations,

pension fund obligations or contributions or similar claims, obligations or contributions or social security or wage Taxes;

(iii)          [Reserved];

(iv)          Capitalized

Lease Obligations incurred in the ordinary course of business;

(v)           [Reserved];

(vi)          franchise

and performance surety bonds or guarantees incurred in the ordinary course of business.

“Indemnified

Taxes” shall mean (i) Taxes other than Excluded Taxes and (ii) to the extent not otherwise described in clause

(i) above, Other Taxes.

“Indemnitee”

shall have the meaning assigned to such term in Section 9.05(b).

“Independent

Financial Advisor” shall mean an investment banking or accounting firm of international standing or any third party appraiser

of international standing; provided, however, that such firm or appraiser is not an Affiliate of either Borrower.

“Information”

shall have the meaning assigned to such term in Section 9.16.

“Initial Lien”

shall have the meaning assigned to such term in Section 6.06(a).

“Initial Agreement”

shall have the meaning assigned to such term in Section 6.07(b)(5).

“Initial Loan

Party” shall mean each Subsidiary of CSC listed on Schedule 1.01.

“Initial Lender”

shall mean JPMCF.

“Initial Term

Loan Commitment” shall mean, as to the Initial Lender, its obligation to make an Initial Term Loan to the Borrowers pursuant

to Section 2.01(a) in an aggregate amount equal to $2,000 million on the Closing Date.

“Initial Term

Loans” shall have the meaning assigned to such term in Section 2.01(a).

“Intercreditor

Agreement” shall mean, as applicable, in connection with the incurrence of any Junior Debt, any First Lien/Second Lien

Intercreditor Agreement and in connection with the incurrence of any Pari Passu Debt, any Equal Priority Intercreditor Agreement.

“Interest Payment

Date” shall mean each January 15th, April 15th, July 15th and October 15th

of each calendar year, commencing with January 15, 2026, and the Maturity Date provided that if such day is not a Business

Day, the Interest Payment Date shall be the next succeeding Business Day.

“Interest Rate

Agreement” shall mean, with respect to any Person, any interest rate protection agreement, interest rate future agreement,

interest rate option agreement, interest rate swap agreement, interest rate cap agreement, interest rate collar agreement, interest rate

hedge agreement or other similar agreement or arrangement to which such Person is party or a beneficiary.

“Internal Control

Event” shall mean a material weakness in, or fraud that involves senior management or other employees who have a significant

role in, the Loan Parties or any of their Subsidiaries’ internal controls over financial reporting, in each case as described in

the Securities Laws.

“Investment”

shall mean, with respect to any Person, all investments by such Person in other Persons (including Affiliates) in the form of any direct

or indirect advance, loan or other extensions of credit (other than advances or extensions of credit to customers, suppliers, directors,

officers or employees of any Person in the ordinary course of business, and excluding any debt or extension of credit represented by

a bank deposit other than a time deposit) or capital contribution to (by means of any transfer of cash or other property to others or

any payment for property or services for the account or use of others), or the Incurrence of a Guarantee of any obligation of, or any

purchase or acquisition of Capital Stock, Indebtedness or other similar instruments issued by, such other Persons and all other

items that are or would be classified as investments on a balance sheet (excluding any notes thereto) prepared on the basis of GAAP;

provided, however, that endorsements of negotiable instruments and documents in the ordinary course of business will not be deemed

to be an Investment. If a Loan Party or any Subsidiary issues, sells or otherwise disposes of any Capital Stock of a Person that is a

Subsidiary such that, after giving effect thereto, such Person is no longer a Subsidiary, any Investment by a Loan Party or any Subsidiary

in such Person remaining after giving effect thereto will be deemed to be a new Investment equal to the fair market value of the Capital

Stock of such Subsidiary not sold or disposed of in an amount determined as provided in Section 6.05(c).

“Investment Grade

Securities” shall mean:

(a) securities issued or directly and fully

Guaranteed or insured by the United States or Canadian government or any agency or instrumentality

thereof (other than Cash Equivalents);

(b) securities issued or directly and fully

guaranteed or insured by the United Kingdom, a member state of the European Union, Switzerland,

Norway or any agency or instrumentality thereof (other than Cash Equivalents);

a rating of “BBB” or higher from S&P or “Baa3” or higher by Moody’s

or the equivalent of such rating by such rating organization or, if no rating of Moody’s

or S&P then exists, the equivalent of such rating by any other Nationally Recognized

Statistical Rating Organization, but excluding any debt securities or instruments constituting

loans or advances among the Loan Parties and their Subsidiaries; and

(d) investments in any fund that invests exclusively

in investments of the type described in clauses (a), (b) and (c) above which fund

may also hold cash and Cash Equivalents pending investment or distribution.

“IP License Agreement”

shall mean that certain Intellectual Property License Agreement, dated as of the Closing Date, by and among the applicable Group Members

and CSC, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time in accordance with the

provisions hereof (including Section 6.15 hereof).

“IRS”

shall mean the United States Internal Revenue Service.

“JPMCF”

shall mean JPMorgan Chase Funding Inc.

“Judgment Currency”

shall have the meaning assigned to such term in Section 9.21.

“Junior Debt”

shall mean any Indebtedness of any Loan Party that is unsecured or secured by Liens on the Collateral on a basis that is junior in priority

to the Liens on the Collateral securing the Obligations (except as provided in clause (y) of the definition of “Permitted

Liens”) pursuant to the applicable Intercreditor Agreement or other intercreditor or subordination arrangements reasonably satisfactory

to the Administrative Agent and the Borrower Representative (each, a “Junior Debt Additional Intercreditor Agreement”);

provided that Junior Debt shall (i) not mature earlier than 91 days after the Maturity Date, (ii) have a Weighted Average

Life to Maturity not shorter than the remaining Weighted Average Life to Maturity of the Term Loans plus 91 days, (iii) not be secured

by assets other than Collateral and (iv) not have any obligor that is a Group Member but is not a Loan Party.

“L2QA Pro Forma

EBITDA” shall mean as of any date of determination, Pro Forma EBITDA for the period of the most recent two consecutive

fiscal quarters ending prior to the date of such determination for which internal combined financial statements of the Borrowers and

the Loan Parties are available multiplied by 2.0.

“Laws”

shall mean each international, foreign, Federal, state and local statute, treaty, rule, guideline, regulation, ordinance, code and administrative

or judicial precedent or authority, including the interpretation or administration thereof by any Governmental Authority charged with

the enforcement, interpretation or administration thereof, and each applicable administrative order, directed duty, request, license,

authorization and permit of, and agreement with, any Governmental Authority, in each case whether or not having the force of law.

“Lenders”

shall mean any Person that holds a Commitment or Term Loan.

“Liability Management

Exercise” shall have the meaning set forth in Section 6.01.

“Lien”

shall mean any mortgage, pledge, security interest, encumbrance, lien or charge of any kind (including any conditional sale or other

title retention agreement or lease in the nature thereof).

“Listed Entity”

refers to Optimum or its successors.

“LME Affiliate”

shall mean any Person that is, as of the time of determination, a Subsidiary or other Affiliate of CSC (except a Group Member), if any

assets (including any Capital Stock) of any Loan Party or any Subsidiary thereof have been directly or indirectly transferred to such

Person at any time on or after the Closing Date (except for cash and cash equivalents transferred pursuant to a transaction that is expressly

permitted by the terms of this Agreement, as in effect on the Closing Date).

“Loan”

shall mean any Term Loan extended by any Lender to the Borrowers hereunder.

“Loan Documents”

shall mean, in each case on and after the execution thereof, this Agreement, the Facility Guaranty, any Intercreditor Agreement, the

Security Documents, the promissory notes, if any, executed and delivered pursuant to Section 2.04(e) and together with all

schedules, exhibits, annexes and other attachments thereto, Amendment No. 1, the Amendment No. 1 Fee Letter and the Amendment

No. 1 Engagement Letter.

“Loan Guarantee”

shall mean the Guarantee by each Guarantor of the Obligations executed pursuant to the provisions of the Facility Guaranty.

“Loan Parties”

shall mean, collectively, the Borrowers and the Guarantors.

“Loan Party Control

Group” shall mean a Loan Party and its Subsidiaries or a combination of two or more Loan Parties and their Subsidiaries

that together make up more than 50% of Total Assets or more than 50% of L2QA Pro Forma EBITDA as reflected in the most recent combined

financial statements of the Loan Parties delivered to the Administrative Agent.

“Master Agreement”

shall have the meaning assigned to such term in the definition of “Swap Contract.”

“Material Adverse

Effect” shall mean (a) a material adverse change in, or a material adverse effect upon, the operations, business,

properties or condition (financial or otherwise) of the Loan Parties and their Subsidiaries taken as a whole; (b) a material impairment

of the ability of the Loan Parties to perform their obligations under the Loan Documents; or (c) a material impairment of the rights

and remedies of the Administrative Agent or the Lenders under the Loan Documents or a material adverse effect upon the legality, validity,

binding effect or enforceability against the Loan Parties of the Loan Documents. In determining whether any individual event would result

in a Material Adverse Effect, notwithstanding that such event in and of itself does not have such effect, a Material Adverse Effect shall

be deemed to have occurred if the cumulative effect of such event and all other then existing events described in the applicable provision

since the applicable date would result in a Material Adverse Effect.

“Material Assets”

shall mean any property or assets (whether intellectual property or otherwise) material to the business or operations of the Loan Parties

(taken as a whole).

“Material Contract”

shall mean with respect to any Loan Party, (i) each contract or agreement to which such Loan Party is a party that would be a material

contract or material definitive agreement under any Securities Laws, including the types of contracts specified in item 601(b)(10)(ii) of

Regulation S-K and (ii) any contract or agreement, or series of related agreements to which any Loan Party is a party and that involves

consideration in the aggregate, of more than $5 million per annum.

“Material Indebtedness”

shall mean any Indebtedness (other than the Obligations) of the Loan Parties or any of their Subsidiaries in an aggregate principal amount

exceeding $5 million. For purposes of determining the amount of Material Indebtedness at any time, (a) the amount of the obligations

in respect of any Swap Contract at such time shall be calculated at the Swap Termination Value thereof, (b) undrawn committed or

available amounts shall be included and (c) all amounts owing to all creditors under any combined or syndicated credit arrangement

shall be included.

“Material Intellectual

Property” shall mean any intellectual property owned by a Loan Party or any Subsidiary that is material to the operations

of the business of the Loan Parties and the Subsidiaries, taken as a whole.

“Maturity Date”

shall mean November 25, 2028.

“Maximum Rate”

shall have the meaning assigned to such term in Section 9.09.

“Moody’s”

shall mean Moody’s Investors Service, Inc. or any of its successors or assigns that is a Nationally Recognized Statistical

Rating Organization.

“Multiemployer

Plan” shall mean an Employee Benefit Plan which is a “multiemployer plan” as defined in Section 3(37)

of ERISA.

“Nationally Recognized

Statistical Rating Organization” shall have the same meaning as used in Section 3(a)(62) of the Exchange Act.

“Net Available

Cash” from an Asset Disposition shall mean cash payments received (including any cash payments received by way of deferred

payment of principal pursuant to a note or installment receivable or otherwise and net proceeds from the sale or other disposition of

any securities received as consideration, but only as and when received, but excluding any other consideration received in the form of

assumption by the acquiring person of Indebtedness or other obligations relating to the properties or assets that are the subject of

such Asset Disposition or received in any other non-cash form) therefrom, in each case net of:

(a) all legal, accounting, investment banking,

title and recording tax expenses, commissions and other fees and expenses Incurred, and all

Taxes paid or required to be paid or accrued as a liability under GAAP (after taking into

account any available tax credits or deductions), as a consequence of such Asset Disposition;

(b) all payments made on any Indebtedness

which is secured by any assets subject to such Asset Disposition (which Liens rank prior

to the Liens, if any, of the Collateral Agent), in accordance with the terms of any Lien

upon such assets, or which must by its terms, or in order to obtain a necessary consent to

such Asset Disposition, or by applicable law, be repaid out of the proceeds from such Asset

Disposition;

to be made to minority interest holders (other than any Parent, a Loan Party or any of their

respective Subsidiaries) in Subsidiaries or joint ventures as a result of such Asset Disposition;

and

(d) the deduction of appropriate amounts required

to be provided by the seller as a reserve, on the basis of GAAP, against (a) any liabilities

associated with the assets disposed in such Asset Disposition and retained by a Loan Party

or any Subsidiary after such Asset Disposition; or (b) any purchase price adjustment

or earn-out in connection with such Asset Disposition.

“Net Cash Proceeds”

shall mean, with respect to any issuance or sale of Capital Stock, any Incurrence of any Indebtedness or any sale of any asset, the cash

proceeds of such issuance or sale, net of attorneys’ fees, accountants’ fees, underwriters’ or placement agents’

fees, listing fees, discounts or commissions and brokerage, consultant and other fees and charges actually Incurred in connection with

such issuance or sale and net of taxes paid or payable as a result of such issuance or sale (after taking into account any available

tax credit or deductions and any tax sharing arrangements).

“Non-Combined

Entities” shall mean the ABS Transaction Parties.

“Non-Consenting

Lender” shall mean, in the event that (a) the Borrower Representative or the Administrative Agent has requested that

the Lenders consent to a departure or waiver of any provisions of the Loan Documents or agree to any amendment thereto, (b) the

consent, waiver or amendment in question requires the agreement of each Lender or all affected Lenders and (c) the Required Lenders

have agreed to such consent, waiver or amendment, any Lender who does not agree to such consent, waiver or amendment.

“Non-Defaulting

Lender” shall mean, at any time, a Lender that is not a Defaulting Lender.

“NPL”

shall mean the National Priorities List under CERCLA.

“Obligations”

shall mean all obligations, liabilities and indebtedness of every kind, nature and description owing by any Loan Party to any Secured

Party under this Agreement and the Loan Documents, including principal, interest, charges, fees, premiums, indemnities and expenses,

however evidenced, whether as principal, surety, endorser, guarantor or otherwise, arising under any of the Loan Documents or the Treasury

Services Agreements of any Treasury Services Provider to the extent of the Pari Secured Treasury Claim of such Treasury Services Provider

(as applicable) whether now existing or hereafter arising, whether arising before, during or after the initial or any renewal term of

the Loan Documents or the Treasury Services Agreements of any Treasury Services Provider to the extent of the Pari Secured Treasury Claim

of such Treasury Services Provider or after the commencement of any case with respect to any Loan Party under the Bankruptcy Code or

any other Bankruptcy Law or any other insolvency proceeding (and including any principal, interest, fees, costs, expenses and other amounts

which would accrue and become due but for the commencement of such case, whether or not such amounts are allowed or allowable in whole

or in part in such case or similar proceeding), whether direct or indirect, absolute or contingent, joint or several, due or not due,

primary or secondary, liquidated or unliquidated, secured or unsecured.

“OFAC”

shall mean the Office of Foreign Assets Control of the United States Department of the Treasury.

“Officer”

shall mean, with respect to any Person, (1) any member of the Board of Directors, the Chief Executive Officer, the President, the

Chief Operating Officer, the Chief Financial Officer, any Vice President, the Treasurer or the Secretary (a) of such Person or (b) if

such Person is owned or managed by a single entity, of such entity, or (2) any other individual designated as an “Officer”

for the purposes of this Agreement by the Board of Directors of such Person.

“Officer’s

Certificate” shall mean, with respect to any Person, a certificate signed by one Officer of such Person.

“OID”

shall mean original issue discount.

“Operating IRU”

shall mean an indefeasible right of use of, or operating lease or payable for lit or unlit fiber optic cable or telecommunications conduit

or the use of either.

“Opinion of Counsel”

shall mean a written opinion from legal counsel reasonably satisfactory to the Administrative Agent, which opinion may contain customary

assumptions and qualifications. The counsel may be an employee of or counsel to any Parent, a Loan Party or any of their Subsidiaries.

“Optimum”

refers to Optimum Communications, Inc., a Delaware corporation listed on the New York Stock Exchange under the symbol “OPTU”.

“Organization

Documents” shall mean, (a) with respect to any corporation, the certificate or articles of incorporation and the bylaws

(or equivalent or comparable constitutive documents with respect to any non-US jurisdiction); (b) with respect to any limited liability

company, the certificate or articles of formation or organization and operating agreement; (c) with respect to any partnership,

joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization

and any agreement, instrument, filing or notice with respect thereto filed in connection with its formation or organization with the

applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles

of formation or organization of such entity; and (d) in each case, all shareholder or other equity holder agreements, voting trusts

and similar arrangements to which such Person is a party.

“Original Credit

Agreement” shall have the meaning assigned to such term in the introductory statements to this Agreement.

“Original Lenders”

shall have the meaning assigned to such term in the introductory statements to this Agreement.

“Other Connection

Taxes” shall mean, with respect to any Lender or the Administrative Agent, Taxes imposed as a result of a present or former

connection between such Lender or Administrative Agent, as applicable, and the jurisdiction imposing such Tax (other than connections

arising solely from such Lender or Administrative Agent, as applicable, having executed, delivered, become a party to, performed its

obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant

to or enforced any Loan Document.

“Other Taxes”

shall mean any and all present or future stamp or documentary, intangible, recording, filing Taxes or any other excise or property Taxes,

charges or similar levies arising from any payment made under any Loan Document or from the execution, delivery or enforcement of, or

otherwise with respect to, any Loan Document except any such Taxes that are Other Connection Taxes imposed with respect to an assignment,

grant of a participation, designation of a new office for receiving payments by or on account of either Borrower or other transfer (other

than an assignment or designation of a new office made pursuant to Section 2.21).

“Outstanding

Amount” shall mean with respect to the Term Loans on any date, the outstanding amount thereof as of the time of determination.

“Parent”

shall mean any Person of which a Loan Party at any time is or becomes a Subsidiary and any holding companies established by any Permitted

Holder for purposes of holding its investment in any Parent.

“Pari Passu Debt”

shall mean any Indebtedness of any Loan Party that is secured by Liens on the Collateral on a basis that is pari passu to the Liens on

the Collateral securing the Obligations (except as contemplated by the definition of “Permitted Collateral Liens”) pursuant

to the applicable Intercreditor Agreement or other intercreditor or subordination arrangements reasonably satisfactory to the Administrative

Agent and the Borrower Representative (each, a “Pari Passu Debt Additional Intercreditor Agreement”); provided

that Pari Passu Debt shall (i) have a final maturity date that is not earlier than the final maturity date of the Term Loans

or any scheduled amortization or, in the case of revolving credit commitments, mandatory reduction in commitments prior to the final

maturity date of the Term Loans, (ii) not be secured by assets other than Collateral, (iii) not have any obligor that is not

a Loan Party and (iv) in the case of Indebtedness incurred in reliance on Section 6.04(a)(y)(II), such Indebtedness does not

have call protection, exit fees, minimum multiple of invested capital true-up provisions, bankruptcy make-whole provisions or similar

provisions, in each case, that would be payable upon the occurrence or during the continuance of any Default or Event of Default (excluding

for the avoidance of doubt, default interest provisions consistent with Section 2.07), or upon the occurrence of any event described

in Section 7.01(g) with respect to any Group Member except to the extent all obligations of the Loan Parties in respect of

such call protection, exit fees, true ups, make-whole provisions or similar provisions are subordinated to the Obligations following

the occurrence of any event described in Section 7.01(a) or (g), pursuant to terms reasonably satisfactory to the Administrative

Agent.

“Pari Secured

Treasury Claim” shall mean as to any Treasury Services Provider, a Dollar amount agreed in writing between the Borrower

Representative and such Treasury Service Provider in an agreement acknowledged by the Collateral Agent, which Dollar amount represents

the maximum Dollar amount which such Treasury Service Provider will be eligible to recover under the Loan Documents on account of obligations

of the Loan Parties and their Subsidiaries under Treasury Services Agreement with such Treasury Services Provider; provided that

(i) the aggregate Pari Secured Treasury Claims all Treasury Service Providers shall at no time exceed $150 million and (ii) subject

to the foregoing clause (i), the Pari Secured Treasury Claim of any Treasury Services Provider may be increased or reduced from time

to time by written agreement of such Treasury Services Provider and the Borrower Representative in an agreement acknowledged by the Collateral

Agent.

“Participant

“Payment”

shall have the meaning assigned to such term in Article VIII.

“Payment Notice”

shall have the meaning assigned to such term in Article VIII.

“PBGC”

shall mean the Pension Benefit Guaranty Corporation or any successor thereto.

“PCAOB”

shall mean the Public Company Accounting Oversight Board.

“Pension Plan”

shall mean any Employee Benefit Plan, other than a Multiemployer Plan, which is subject to Section 412 of the Internal Revenue Code

or Section 302 of ERISA.

“Permitted Asset

Swap” shall mean the concurrent purchase and sale or exchange of assets used or useful in a Similar Business or a combination

of such assets and cash, Cash Equivalents or Temporary Cash Investments between the Loan Parties or the Subsidiaries and another Person;

provided that any cash or Cash Equivalents received in excess of the value of any cash or Cash Equivalents sold or exchanged must

be applied in accordance with Section 6.08.

“Permitted Collateral

Liens” shall mean Liens on the Collateral that are described in one or more of clauses (b), (c), (d), (f), (h), (j), (k),

(l), (m), (q), (r), (t), (w), (x), (y) and (bb) of the definition of “Permitted Liens.”

“Permitted CSC

Revolver Refinancing Transaction” shall mean a transaction pursuant to which CSC and its Subsidiaries refinance all or

a portion of the revolving credit commitments in effect under the CSC Credit Agreement on the Closing Date (the “CSC Revolving

Credit Facilities”) pursuant to an offer that is open to each lender under the CSC Revolving Credit Facilities (which offer

may involve an intermediate step of such lenders extending into a separate tranche of revolving credit commitments) with revolving credit

commitment made available on the same terms to each such lender (unless otherwise consented to by the Initial Lender) provided

that such offer is not structured in a manner that is reasonably likely to result in a material number of Regulated Banks declining to

participate in such offer (as reasonably agreed by the Borrower Representative and the Initial Lender; provided further, notwithstanding

the foregoing, any offer that (i) consists of revolving commitments to the Borrowers the extensions of credit under which would

constitute Pari Passu Debt and/or Junior Debt being offered in a par-for-par exchange, (ii) includes a financial maintenance covenant

that requires compliance with a 4.0 to 1.0 maximum Combined Gross Pari Passu Leverage Ratio (or any more restrictive financial covenant),

(iii) includes pricing terms (other than upfront fees) that is not less favorable to the applicable lenders to whom the offer is

being made than the terms of the revolving credit commitments in effect under the CSC Credit Agreement as in effect on the Closing Date

and (iv) provides for a final maturity and commitment termination of no later than five years from the date such commitments become

effective, shall not require any consent of the Initial Lender).

“Permitted Holders”

shall mean, collectively, (1) the Listed Entity, (2) any Affiliates of the Listed Entity, and (3) any Person who is acting

as an underwriter in connection with a public or private offering of Capital Stock of any Parent or a Loan Party, acting in such capacity.

“Permitted Investment”

shall mean (in each case, by the Loan Parties or the Subsidiaries):

(a) Investments by (x) a Loan Party or

any Subsidiary in any other Loan Party, (y) a Subsidiary that is not a Loan Party in

any other Subsidiary that is not a Loan Party and (z) a Loan Party in a Subsidiary that

is not a Loan Party so long as, in the case of this clause (z) such Investment is made

in cash or Cash Equivalents from operating cash flow or the proceeds of Junior Debt or Pari

Passu Debt permitted under this Agreement and no Event of Default has occurred and is continuing

and, on a pro forma basis, no Amortization Period is in existence;

(b) Investments arising in connection with

cash management positions of the Group Members, CSC and any of its Subsidiaries that are

not Group Members as contemplated by the Shared Services Agreement;

Temporary Cash Investments or Investment Grade Securities;

(d) Investments in receivables owing to a

Loan Party or any Subsidiary created or acquired in the ordinary course of business and payable

or dischargeable in accordance with customary trade terms; provided, however, that

such trade terms may include such concessionary trade terms as such Loan Party or Subsidiary

deems reasonable under the circumstances;

(e) Investments in payroll, travel and similar

advances to cover matters that are expected at the time of such advances ultimately to be

treated as expenses for accounting purposes and that are made in the ordinary course of business;

(f) Investments consisting of purchases of

Indebtedness Incurred under the Existing Debt Documents, in each case, in lieu of Permitted

Payments that would be permitted by Section 6.05(b)(2) (to the extent the conditions

set forth in Section 6.05(b)(2) are satisfied on a pro forma basis);

(g) Investments in Capital Stock, obligations

or securities received in settlement of debts created in the ordinary course of business

and owing to a Loan Party or any Subsidiary (including obligations of trade creditors and

customers), or as a result of foreclosure, perfection or enforcement of any Lien, or in satisfaction

of judgments or pursuant to any plan of reorganization or similar arrangement including upon

the bankruptcy or insolvency of a debtor or in compromise or resolution of any litigation,

arbitration or other dispute;

(h) Investments made as a result of the receipt

of non-cash consideration from a sale or other disposition of property or assets, including

an Asset Disposition, in each case, that was made in compliance with Section 6.08;

(i) Investments in existence on, or made pursuant

to legally binding commitments in existence on, the Closing Date and set forth on Schedule

6.05 and any modification, replacement, renewal or extension thereof; provided that the amount

of any such Investment may not be increased except (a) as required by the terms of such

Investment as in existence on the Closing Date or (b) as otherwise permitted by this

Agreement;

(j) Currency Agreements, Interest Rate

Agreements, and related Hedging Obligations, which transactions or obligations are Incurred

pursuant to Section 6.04(b)(7);

(k) pledges or deposits with respect to leases

or utilities provided to third parties in the ordinary course of business or Liens otherwise

described in the definition of “Permitted Liens” or made in connection with Liens

permitted under Section 6.06;

(l) [reserved];

(m) any transaction to the extent constituting

an Investment that is permitted and made in accordance with the provisions of Section 6.09(b) (except

those described in Section 6.09(b)(1), Section 6.09(b)(6), Section 6.09(b)(8) and

Section 6.09(b)(9));

(n) Guarantees of Indebtedness not prohibited

by Section 6.04 and (other than with respect to Indebtedness) guarantees, keepwells

and similar arrangements in the ordinary course of business;

(o) [reserved];

(p) (a) Investments acquired after the

Closing Date as a result of the acquisition by a Loan Party or any Subsidiary of another

Person, including by way of a merger, amalgamation or consolidation with or into the Loan

Parties in a transaction that is not prohibited by Sections 6.18 and 6.19 hereof to the extent

that such Investments were not made in contemplation of such acquisition, merger, amalgamation

or consolidation and (b) Investments of a Loan Party or a Subsidiary existing on the

date such Person becomes a Loan Party or a Subsidiary to the extent that such Investments

were not made in contemplation of such Person becoming a Loan Party or a Subsidiary;

(q) Investments in the ordinary course of

business (as determined in good faith by the Board of Directors of the Borrower Representative),

taken together with all other Investments made pursuant to this clause (q) and at any

time outstanding, in an aggregate amount at the time of such Investment not to exceed $5

million plus the amount of any distributions, dividends, payments or other returns in respect

of such Investments (without duplication for purposes of Section 6.05) (with the fair

market value of each Investment being measured in accordance with Section 6.05); provided,

that, if an Investment is made pursuant to this clause in a Person that is not a Loan Party

or a Subsidiary and such Person subsequently becomes a Loan Party or a Subsidiary or is subsequently

designated a Loan Party or a Subsidiary pursuant to this Agreement, such Investment shall

thereafter be deemed to have been made pursuant to clause (a) or (b) of the definition

of “Permitted Investments” and not this clause;

(r) [Reserved];

(s) [Reserved];

(t) Investments made to effect, or otherwise

made in connection with, the Transactions;

(u) [Reserved];

(v) [Reserved]; and

(w) Investments of all or a portion of escrowed

property permitted under any escrow agreement.

“Permitted Liens”

shall mean, with respect to any Person:

(a) [Reserved];

(b) pledges, deposits or Liens under workmen’s

compensation laws, unemployment insurance laws, social security laws or similar legislation,

or insurance related obligations (including pledges or deposits securing liability to insurance

carriers under insurance or self-insurance arrangements and including Liens on insurance

policies and proceeds thereof, or other deposits, to secure insurance premium financings),

or in connection with bids, tenders, completion guarantees, contracts (other than for borrowed

money) or leases, or to secure utilities, licenses, public or statutory obligations, or to

secure surety, indemnity, judgment, appeal or performance bonds, guarantees of government

contracts (or other similar bonds, instruments or obligations), or as security for contested

taxes or import or customs duties or for the payment of rent, or other obligations of like

nature, in each case Incurred in the ordinary course of business;

warehousemen’s, mechanics’, landlords’, materialmen’s and repairmen’s

or other like Liens, in each case for sums not yet overdue for a period of more than 60 days

or that are bonded or being contested in good faith by appropriate proceedings;

(d) Liens for taxes, assessments or other

governmental charges not yet subject to penalties for non-payment or which are being contested

in good faith by appropriate proceedings; provided that appropriate reserves required

pursuant to GAAP have been made in respect thereof;

(e) Liens in connection with cash management

programs established in the ordinary course of business over amounts on deposit with the

financial institution providing such cash management programs;

(f) encumbrances, ground leases, easements

(including reciprocal easement agreements), survey exceptions, or reservations of, or rights

of others for, licenses, rights of way, sewers, electric lines, telegraph and telephone lines

and other similar purposes, or zoning, building codes or other restrictions (including minor

defects or irregularities in title and similar encumbrances) as to the use of real properties

or Liens incidental to the conduct of the business of the Loan Parties and the Subsidiaries

or to the ownership of its properties which do not in the aggregate materially adversely

affect the value of said properties or materially impair their use in the operation of the

business of the Loan Parties and the Subsidiaries;

(g) [reserved];

(h) leases, licenses, subleases and sublicenses

of assets (including real property and intellectual property rights), in each case entered

into in the ordinary course of business, or pursuant to the terms of the Shared Services

Agreement or IP License Agreement;

(i) Liens arising out of judgments, decrees,

orders or awards not giving rise to an Event of Default and notices of lis pendens

and associated rights so long as any appropriate legal proceedings which may have been duly

initiated for the review of such judgment, decree, order, award or notice have not been finally

terminated or the period within which such proceedings may be initiated has not expired;

(j) Liens on assets or property of a Loan

Party or any Subsidiary (including Capital Stock) for the purpose of securing Capitalized

Lease Obligations or Purchase Money Obligations, or securing the payment of all or a part

of the purchase price of, or securing other Indebtedness Incurred to finance or refinance

the acquisition, improvement or construction of, assets or property acquired or constructed

in the ordinary course of business; provided that (a) the aggregate principal

amount of Indebtedness secured by such Liens is otherwise permitted to be Incurred under

this Agreement (excluding Indebtedness Incurred pursuant to Section 6.04(a)) and (b) any

such Lien may not extend to any assets or property of a Loan Party or any Subsidiary other

than assets or property acquired, improved, constructed or leased with the proceeds of such

Indebtedness and any improvements or accessions to such assets and property;

(k) Liens arising by virtue of any statutory

or common law provisions relating to banker’s Liens, rights of set-off or similar rights

and remedies as to deposit accounts or other funds maintained with a depositary or financial

institution (including, without limitation, Liens of a collection bank arising under Section 4-210

of the UCC);

(l) Liens arising from UCC financing statement

filings (or similar filings in other applicable jurisdictions) regarding operating leases

entered into by the Loan Parties and the Subsidiaries in the ordinary course of business;

(m) with respect to the Loan Parties and the

Subsidiaries, Liens existing on or provided for or required to be granted under written agreements

existing on the Closing Date after giving effect to the Transactions and set forth on Schedule

6.06;

(n) [reserved];

(o) Liens on assets or property of a Loan

Party or any Subsidiary securing Indebtedness or other obligations of such Loan Party or

Subsidiary owing to another Loan Party or Subsidiary, or Liens in favor of a Loan Party or

any Subsidiary;

(p) Liens securing Indebtedness permitted

to be incurred pursuant to Section 6.04(b)(5) over the assets and Capital Stock

of the ABS Loan Parties and their Subsidiaries; provided that no Liens shall be permitted

pursuant to this clause (p) following the Incremental Closing Date;

(q) any interest or title of a lessor under

any Capitalized Lease Obligation or operating lease;

(r) (a) mortgages, liens, security interest,

restrictions, encumbrances or any other matters of record that have been placed by any government,

statutory or regulatory authority, developer, landlord or other third party on property over

which a Loan Party or any Subsidiary has easement rights or on any leased property and subordination

or similar arrangements relating thereto and (b) any condemnation or eminent domain

proceedings affecting any real property;

(s) any encumbrance or restriction (including

put and call arrangements) with respect to Capital Stock of, or assets owned by, any joint

venture or similar arrangement pursuant to any joint venture or similar agreement;

(t) Liens on property or assets under construction

(and related rights) in favor of a contractor or developer or arising from progress or partial

payments by a third party relating to such property or assets;

(u) [Reserved];

(v) Liens on Escrowed Proceeds for the benefit

of the related holders of debt securities or other Indebtedness (or the underwriters or arrangers

thereof) or on cash set aside at the time of the Incurrence of any Indebtedness or government

securities purchased with such cash, in either case to the extent such cash or government

securities prefund the payment of interest on such Indebtedness and are held in an escrow

account or similar arrangement to be applied for such purpose;

(w) bankers’ Liens, Liens on specific

items of inventory or other goods (and the proceeds thereof) of any Person securing such

Person’s obligations in respect of bankers’ acceptances issued or created in

the ordinary course of business of such Person to facilitate the purchase, shipment or storage

of such inventory or other goods and Liens securing or arising by reason of any netting or

set-off arrangement entered into in the ordinary course of banking or other trading activities;

(x) Liens arising out of conditional sale,

title retention, hire purchase, consignment or similar arrangements for the sale of goods

entered into in the ordinary course of business, and pledges of goods, the related documents

of title and/or other related documents arising or created in the ordinary course of business

or operations as Liens only for Indebtedness to a bank or financial institution directly

relating to the goods or documents on or over which the pledge exists;

(y) Liens on the Collateral to secure (a) Indebtedness

that is permitted to be Incurred under Section 6.04(a), provided, however,

that (i) such Liens shall rank pari passu (solely in the case of Liens securing

Indebtedness permitted by Section 6.04(a)(y) or (z) and solely to the extent

described therein) or junior to the Liens securing the Term Loans and the Loan Guarantees

pursuant to the applicable Intercreditor Agreement; (ii) in each case, all property

and assets (including, without limitation, the Collateral) of any Group Member securing such

Indebtedness also secure the Obligations on a senior or pari passu basis; and (iii) each

of the parties thereto will have entered into the applicable Intercreditor Agreement;

(z) [reserved];

(aa) any security granted over Cash Equivalents

in connection with the disposal thereof to a third party and Liens on cash, Cash Equivalents

or other property arising in connection with the defeasance, discharge or redemption of Indebtedness;

(bb) (a) Liens created for the benefit

of or to secure, directly or indirectly, the Obligations, and (b) Liens pursuant to

the Intercreditor Agreement or an Additional Intercreditor Agreement;

(cc) [Reserved];

(dd) Liens; provided that (i) the

maximum amount of Indebtedness secured in the aggregate at any one time pursuant to this

clause (dd) does not exceed $5 million and (ii) such Indebtedness does not constitute

Indebtedness for borrowed money;

(ee) [Reserved];

(ff) [Reserved];

(gg) [Reserved];

(hh) [Reserved];

(ii) Liens encumbering reasonable customary

initial deposits and margin deposits and similar Liens attaching to commodity trading accounts

or other brokerage accounts incurred in the ordinary course of business and not for speculative

purposes;

(jj) Liens (a) on any cash earnest money

deposits or cash advances made by the Loan Parties or the Subsidiaries in connection with

any letter of intent or purchase agreement permitted under this Agreement, or (b) on

other cash advances in favor of the seller of any property to be acquired in an Investment

or other acquisition permitted hereunder to be applied against the purchase price for such

Investment or other acquisition;

(kk) Liens or rights of set-off against credit

balances of the Loan Parties or the Subsidiaries with credit card processors or amounts owing

by such credit card processors to the Loan Parties or Subsidiaries in the ordinary course

of business to secure the obligations of a Loan Party or any Subsidiary to the credit card

processors as a result of fees and charges;

(ll) customary Liens of an indenture trustee

on money or property held or collected by it to secure fees, expenses and indemnities owing

to it by any obligor under an indenture;

(mm) [Reserved]; and

(nn) [Reserved].

“Permitted Payment”

shall have the meaning assigned to such term in Section 6.05(b).

“Person”

shall mean any natural person, corporation, limited liability company, trust, joint venture, association, company, partnership, limited

partnership, Governmental Authority or other entity.

“Platform”

shall have the meaning assigned to such term in Section 9.01.

“Pledge and Security

Agreement” shall mean the Pledge and Security Agreement made by the Loan Parties in favor of the Collateral Agent and the

other Lenders, substantially in the form of Exhibit F-2 hereto, or in another form reasonably satisfactory to the Administrative

Agent and the Borrower Representative.

“Pledge Supplement”

shall mean an agreement, substantially in the form of Exhibit A to the Pledge and Security Agreement, or in another form reasonably

satisfactory to the Administrative Agent and the Borrower Representative, pursuant to which a Subsidiary becomes a Pledgor under, party

to, and bound by, the terms of the Pledge and Security Agreement.

“Pledgor”

shall mean each Person from time to time party to the Pledge and Security Agreement, in its capacity as a Pledgor thereunder.

“Preferred Stock”,

as applied to the Capital Stock of any Person, shall mean Capital Stock of any class or classes (however designated) which is preferred

as to the payment of dividends or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such

Person, over shares of Capital Stock of any other class of such Person.

“Pro Rata Share”

shall mean, at any time, a fraction (expressed as a percentage, carried out to the ninth decimal place), the numerator of which is the

aggregate amount of the Term Loans, and if applicable, Commitments, in each case held by such Lender at such time and the denominator

of which is the aggregate amount of all Term Loans, and if applicable, all Commitments (provided that if the Commitments have

been terminated and the Term Loans have been repaid in full, then the Pro Rata Share of such Lender shall be determined based on the

Pro Rata Share of such Lender immediately prior to such termination and repayment in full of the Term Loans and after giving effect to

any subsequent assignments made pursuant to the terms hereof).

“Pro Forma EBITDA”

shall mean, for any period, the Combined EBITDA of the Loan Parties and the Subsidiaries, provided that for the purposes of calculating

Pro Forma EBITDA for such period, if, as of such date of determination:

(a) since the beginning of such period a Loan

Party or any Subsidiary has disposed of any company, any business, or any group of assets

constituting an operating unit of a business or otherwise ceases to be a Loan Party or a

Subsidiary (and is not a Loan Party or a Subsidiary at the end of such period) (any such

disposition, a “Sale”) or if the transaction giving rise to the need to calculate

Pro Forma EBITDA is such a Sale, Pro Forma EBITDA for such period will be reduced

by an amount equal to the Combined EBITDA (if positive) attributable to the assets which

are the subject of such Sale for such period or increased by an amount equal to the Combined

EBITDA (if negative) attributable thereto for such period; provided that if any such

sale constitutes “discontinued operations” in accordance with GAAP, Combined

Net Income shall be reduced by an amount equal to the Combined Net Income (if positive) attributable

to such operations for such period or increased by an amount equal to the Combined Net Income

(if negative) attributable thereto for such period;

(b) since the beginning of such period, a

Parent, a Loan Party or any Subsidiary (by merger or otherwise) has made an Investment in

any Person that thereby becomes a Loan Party or a Subsidiary, or otherwise has acquired any

company, any business, or any group of assets constituting an operating unit of a business

or a Person otherwise becomes a Loan Party or a Subsidiary (and remains a Subsidiary at the

end of such period) (any such Investment, acquisition or designation, a “Purchase”),

including any such Purchase occurring in connection with a transaction causing a calculation

to be made hereunder, Pro Forma EBITDA for such period will be calculated after giving

pro forma effect thereto as if such Purchase occurred on the first day of such period;

and

Person will have made any Sale that would have required an adjustment pursuant to clause (a) above

if made by a Loan Party or a Subsidiary since the beginning of such period, Pro Forma

EBITDA for such period will be calculated after giving pro forma effect thereto

as if such Sale occurred on the first day of such period.

For the purposes of this

definition and the definitions of Combined EBITDA, Combined Income Taxes, Combined Interest Expense, Combined Net Income, or any other

purpose hereunder (a) whenever pro forma effect is to be given to any transaction (including, without limitation, transactions

listed in clauses (a)-(c) hereof) or calculation hereunder or such other definitions, the pro forma calculations will

be as determined in good faith by a responsible financial or accounting officer of the Borrower Representative or an Officer of the Borrower

Representative (including in respect of anticipated expense and cost reductions and synergies (other than revenue synergies)) (calculated

on a pro forma basis as though such expense and cost reductions and synergies had been realized on the first day of the period

for which Pro Forma EBITDA is being determined and as though such cost savings, operating expense reductions and synergies were

realized during the entirety of such period), (b) in determining the amount of Indebtedness outstanding on any date of determination,

pro forma effect shall be given to any Incurrence, repayment, repurchase, defeasance or other acquisition, retirement or discharge

of Indebtedness as if such transaction had occurred on the first day of the relevant period and (c) if any Indebtedness bears a

floating rate of interest and is being given pro forma effect, the interest on such Indebtedness shall be calculated as if the

rate in effect on the date of determination had been the applicable rate for the entire period (taking into account any Hedging Obligations

applicable to such Indebtedness if such Hedging Obligations have a remaining term in excess of 12 months).

“Public Lender”

shall have the meaning assigned to such term in Section 9.01.

“Purchase Money

Obligations” shall mean any Indebtedness Incurred to finance or refinance the acquisition, leasing, construction or improvement

of property (real or personal) or assets (including Capital Stock), and whether acquired through the direct acquisition of such property

or assets or the acquisition of the Capital Stock of any Person owning such property or assets, or otherwise.

“Qualified Marketmaker”

means a Person that (a) holds itself out to the public or the applicable private markets as standing ready in the ordinary course

of business to purchase from customers and sell to customers of the Term Loans, in its capacity as a dealer or market maker in the Term

Loans and (b) is, in fact, regularly in the business of making a market in claims against issuers or borrowers (including debt securities

or other debt).

“Real Estate”

shall mean all right, title, and interest (including any leasehold, fee, mineral or other estate) in and to any and all parcels of or

interests in real property owned, leased or operated by either Borrower, any Group Member or any of their Subsidiaries, whether by lease,

license or other means, and the buildings, structures, parking areas and other improvements thereon, now or hereafter owned by either

Borrower, any Group Member or any of their Subsidiaries, including all fixtures, easements, hereditaments, appurtenances, rights-of-way

and similar rights relating thereto and all leases, tenancies and occupancies thereof now or hereafter owned by either Borrower, any

Group Member or any of their Subsidiaries.

“Reference Date”

shall have the meaning assigned to such term in Section 3.05(b).

“Register”

shall have the meaning assigned to such term in Section 9.04(b).

“Registered Public

Accounting Firm” shall have the meaning specified by the Securities Laws and shall be independent of the Borrowers, any

Group Member and their Subsidiaries as prescribed by the Securities Laws.

“Regulated Bank”

shall mean a Person that is (a) a U.S. depository institution the deposits of which are insured by the Federal Deposit Insurance

Corporation; (b) a corporation organized under section 25A of the U.S. Federal Reserve Act of 1913; (c) a branch, agency or

commercial lending company of a foreign bank operating pursuant to approval by and under the supervision of the Board of Governors of

the Federal Reserve System under 12 CFR part 211; (d) a non-U.S. branch of a foreign bank managed and controlled by a U.S. branch

referred to in clause (c); or (e) any other U.S. or non-U.S. depository institution or any branch, agency or similar office

thereof supervised by a bank regulatory authority in any jurisdiction.

“Regulation D”

shall mean Regulation D of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation T”

shall mean Regulation T of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation U”

shall mean Regulation U of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Regulation X”

shall mean Regulation X of the Board as from time to time in effect and all official rulings and interpretations thereunder or thereof.

“Related Fund”

shall mean, with respect to any Lender that is a fund or commingled investment vehicle that invests in bank loans, any other fund that

invests in bank loans and is managed or advised by the same investment advisor as such Lender or by an Affiliate of such investment advisor.

“Related Parties”

shall mean, with respect to any Person, such Person’s Affiliates and the partners, members, controlling persons, directors, officers,

employees, agents, advisors, representatives and successors and assigns of such Person and of such Person’s Affiliates.

“Related Taxes”

shall mean, without duplication:

(a) any Taxes, including sales, use, transfer,

rental, ad valorem, value added, stamp, property, consumption, franchise, license, capital,

registration, business, customs, net worth, gross receipts, excise, occupancy, intangibles

or similar Taxes (other than (x) Taxes measured by income and (y) withholding taxes),

required to be paid (provided such Taxes are in fact paid) by any Parent by virtue

of its:

(i)            being

incorporated or otherwise being established or having Capital Stock outstanding (but not by virtue of owning stock or other equity interests

of any corporation or other entity other than, directly or indirectly, the Loan Parties or any of their Subsidiaries);

(ii)           [Reserved];

(iii)          being

a holding company parent, directly or indirectly, of the Loan Parties or any of their Subsidiaries;

(iv)          receiving

dividends from or other distributions in respect of the Capital Stock of, directly or indirectly, the Loan Parties or any of their Subsidiaries;

(v)           having

made any payment in respect to any of the items for which a Loan Party is permitted to make payments to any Parent pursuant to Section 6.05;

(b) if and for so long as a Loan Party is

a member of or included in a group filing a consolidated or combined tax return with any

Parent or, for so long as Loan Party is an entity disregarded as separate from its Parent

for U.S. federal income tax purposes, any Taxes measured by income for which such Parent

is liable up to an amount not to exceed with respect to such Taxes the amount of any such

Taxes that the Loan Parties and their Subsidiaries would have been required to pay on a separate

company basis or on a consolidated basis if the Loan Parties and their Subsidiaries had paid

tax on a consolidated, combined, group, affiliated or unitary basis on behalf of an affiliated

group consisting only of the Loan Parties and their Subsidiaries.

“Release”

shall have the meaning assigned to such term in Section 101(22) of CERCLA.

“Relevant Governmental

Body” shall mean the Federal Reserve Board or the Federal Reserve Bank of New York, or a committee officially endorsed

or convened by the Federal Reserve Board or the Federal Reserve Bank of New York, or any successor thereto.

“Required Lenders”

shall mean, as of any date of determination, Lenders having more than 50% of the sum of the Total Outstandings; provided that

(i) the unused Commitment of, and the portion of the Total Outstandings held, or deemed held by, any Defaulting Lender shall be

excluded for purposes of making a determination of Required Lenders, and (ii) at any time that at least the lesser of (x) $200,000,000

and (y) 10% of the then outstanding Term Loans are held by JPMCF and its Affiliates (excluding any Term Loans held by Defaulting

Lenders), the Required Lenders must include JPMCF.

“Responsible

Officer” shall mean the chief executive officer, chief financial officer, vice president of tax, controller, treasurer,

assistant treasurer, secretary, assistant secretary of a Loan Party or any of the other individuals designated in writing to the Administrative

Agent by an existing Responsible Officer of a Loan Party as an authorized signatory of any certificate or other document to be delivered

hereunder.

“Restricted Investment”

shall mean any Investment other than a Permitted Investment.

“Restricted Party”

shall mean with respect to any Lender (i) that is a Regulated Bank or an Affiliate of a Regulated Bank, and party to the Credit

Agreement as of the Closing Date, the business unit of such Person that has funded or acquired any Term Loan, (and, for the avoidance

of doubt, not any other business unit of such Lender that has not funded or acquired a Term Loan to the extent there are reasonable information

barriers between such business units other than with respect to a limited number of senior executives, legal and compliance officers

and credit officers overseeing multiple business units) and (ii) that is not described in clause (i), (a) such Lender, (b) its

Controlled Affiliates and any other Affiliate of such Lender to the extent that a Person exercising significant day to day discretion

with respect to the loans, securities and investments bought, sold or held by such Lender (an “Investment Manager”)

also has significant day to day discretion with respect to the loans, securities and investments bought, sold or held by such Affiliate

and (c) any Investment Manager for such Lender to the extent that such Investment Manager is working in concert with any other Person

that is party to a Cooperation Agreement (or an Investment Manager of such Person), in each case with respect to a Cooperation Agreement

that would not be permitted to be entered into by a Restricted Party pursuant to Section 9.23(a).

“Restricted Payment”

shall have the meaning assigned to such term in Section 6.05(a).

“S&P”

shall mean Standard & Poor’s Investors Ratings Services or any of its successors or assigns that is a Nationally Recognized

Statistical Rating Organization.

“Sale”

is defined in the definition of “Pro Forma EBITDA”.

“Sanctioned Country”

shall mean a country or territory which is subject to: (a) general trade, economic or financial sanctions embargoes imposed, administered

or enforced by: (i) the US government and administered by OFAC, (ii) the United Nations Security Council, (iii) the European

Union or (iv) His Majesty’s Treasury of the United Kingdom, or (b) general economic or financial sanctions embargoes

imposed by the US government and administered by the US State Department, the US Department of Commerce or the US Department of the Treasury.

“Sanctions”

shall mean (a) economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by: (i) the

US government and administered by OFAC, (ii) the United Nations Security Council, (iii) the European Union or (iv) His

Majesty’s Treasury of the United Kingdom, or (b) economic or financial sanctions imposed, administered or enforced from time

to time by the US State Department, the US Department of Commerce or the US Department of the Treasury.

“Sanctions List”

shall mean the lists of specially designated nationals or designated persons or entities (or equivalent) held by: (a) the US government

and administered by OFAC, the US State Department, the US Department of Commerce or the US Department of the Treasury, (b) the United

Nations Security Council, (c) the European Union or (d) His Majesty’s Treasury of the United Kingdom, each as amended,

supplemented or substituted from time to time.

“SEC”

shall mean the U.S. Securities and Exchange Commission.

“Second Incremental

Lender” shall mean JPMCF.

“Second Incremental

Term Loan Commitment” shall mean, as to the Second Incremental Lender, its obligation to make a Second Incremental Term

Loan to the Borrowers pursuant to Section 2.01(c) in an aggregate amount equal to $250.0 million on the Second Incremental

Closing Date.

“Second Incremental

Term Loans” shall have the meaning assigned to such term in Section 2.01(c).

“Second Incremental

Closing Date” shall mean the date on which the conditions precedent set forth in Section 4.05 have been satisfied,

such date being July 6, 2026

“Secured Party”

shall mean the collective reference to (a) the Administrative Agent, (b) the Collateral Agent, (c) the Lenders,

(d) beneficiaries of each indemnification or reimbursement obligation undertaken by any Loan Party under any Loan Document, (e) the

Treasury Services Providers to the extent of their Pari Secured Treasury Claims of such Treasury Service Providers, (f) J.P. Morgan

Securities in its capacity as a party to the Amendment No. 1 Engagement Letter and JPMCF in its capacity as a party to the Amendment

No. 1 Fee Letter and (g) the successors and assigns of each of the foregoing.

“Securities Act”

shall mean the U.S. Securities Act of 1933, as amended, and the rules and regulations of the SEC promulgated thereunder, as amended.

“Securities Laws”

shall mean the Securities Act of 1933, the Securities Exchange Act of 1934, Sarbanes-Oxley, and the applicable accounting and auditing

principles, rules, standards and practices promulgated, approved or incorporated by the SEC or the PCAOB.

“Security Documents”

shall mean the Pledge and Security Agreement and any other document entered into by any person granting a Lien over all or any part of

its assets in respect of the Obligations, in each case as amended, restated, supplemented or otherwise modified from time to time.

“Shared Services

Agreement” shall mean that certain Shared Services Agreement, dated as of the Closing Date, by and among the applicable

Group Members and CSC, as the same may be amended, restated, supplemented, replaced or otherwise modified from time to time in accordance

with the provisions hereof (including Section 6.15 hereof).

“Significant

Subsidiary” shall mean any Subsidiary that meets any of the following conditions:

(a) the Loan Parties’ and the Subsidiaries’

investments in and advances to the Subsidiary exceed 10% of total assets of the Loan Parties

and the Subsidiaries on a combined basis as of the end of the most recently completed fiscal

year;

(b) the Loan Parties’ and the Subsidiaries’

proportionate share of the total assets (after intercompany eliminations) of the Subsidiary

exceeds 10% of total assets of the Loan Parties and the Subsidiaries on a combined basis

as of the end of the most recently completed fiscal year; or

the Subsidiaries’ equity in the income from continuing operations before income taxes,

extraordinary items and cumulative effect of a change in accounting principle of the Subsidiary

exceeds 10% of such income of the Loan Parties and the Subsidiaries on a combined basis for

the most recently completed fiscal year.

“Similar Business”

shall mean (a) any businesses, services or activities (including marketing) engaged in by the Borrowers, CSC or any of their Subsidiaries

on the Closing Date, (b) telecommunications, broadcast television, broadband and fixed and mobile telephony businesses, including

the distribution, sale and for provision of mobile voice and data, fixed-line voice and internet services, transit voice traffic services

and advertising and other services and equipment in relation thereto, and producing and selling any print, audio, video or other content

and (c) any businesses, services and activities (including marketing) engaged in by the Borrowers, CSC or any of their Subsidiaries

that are (i) related, complementary, incidental, ancillary or similar to any of the foregoing or (ii) are reasonable extensions

or developments of any thereof.

“Solvent”

shall mean, in respect of any Loan Party, that as of the date of determination: (a) the sum of such Loan Party’s debt (including

contingent liabilities) does not exceed the present fair saleable value of such Loan Party’s present assets; or (b) such Loan

Party’s capital is not unreasonably small in relation to its business as contemplated on such date of determination or with respect

to any transaction contemplated or undertaken after such date of determination; or (c) such Person has not incurred and does not

intend to incur, or believe (nor should it reasonably believe) that it will incur, debts beyond its ability to pay such debts as they

become due (whether at maturity or otherwise). For purposes of this definition, the amount of any contingent liability at any time shall

be computed as the amount that, in light of all of the facts and circumstances existing at such time, represents the amount that can

reasonably be expected to become an actual or matured liability (irrespective of whether such contingent liabilities meet the criteria

for accrual under Statement of Financial Accounting Standard No. 5 or FASB Accounting Standards Codification 450).

“Specified Event

of Default” shall mean the occurrence of (a) any Event of Default occurring pursuant to (x) any material non-compliance

with Article VI (other than Section 6.10, Section 6.13, Section 6.16 or Section 6.17) or (y) any Event

of Default under Sections 7.01(a), 7.01(f) or 7.01(g) or (b) the Lender’s exercise of any of its remedies pursuant

to the paragraph immediately following Section 7.01(j), following any other Event of Default.

“Specified Indebtedness”

shall mean with respect to any Person as of any date of determination, any Indebtedness for borrowed money incurred pursuant to Sections

6.04(a), 6.04(b)(1) and 6.04(b)(8).

“SPV”

shall have the meaning assigned to such term in Section 9.04(i).

“SPV Register”

shall have the meaning assigned to such term in Section 9.04(i).

“Stated Maturity”

shall mean, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of

interest or principal is scheduled to be paid, and will not include any contingent obligations to repay, redeem or repurchase any such

interest or principal prior to the date scheduled for the payment thereof.

“Subordinated

Indebtedness” shall mean, in the case of the Borrowers or any of their Subsidiaries, any Indebtedness (whether outstanding

on the Closing Date or thereafter Incurred) which is expressly subordinated or junior in right of payment or lien priority (or any Indebtedness

that is not secured by a lien) to the Loans or pursuant to a written agreement and, in the case of a Guarantor, any Indebtedness (whether

outstanding on the Closing Date or thereafter Incurred) which is expressly subordinated or junior in right of payment or lien priority

(or any Indebtedness that is not secured by a lien) or pursuant to a written agreement to the Loan Guarantee of such Guarantor (other

than any unsecured Indebtedness of any Person).

“Subsidiary”

shall mean, with respect to any Person:

(a) any corporation, association, or other

business entity (other than a partnership, joint venture, limited liability company or similar

entity) of which more than 50% of the total ordinary voting power of shares of Capital Stock

entitled (without regard to the occurrence of any contingency) to vote in the election of

directors, managers or trustees thereof is at the time of determination owned or controlled,

directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person

or a combination thereof; or

(b) any partnership, joint venture, limited

liability company or similar entity of which:

(i)            more

than 50% of the capital accounts, distribution rights, total equity and voting interests or general or limited partnership interests,

as applicable, are owned or controlled, directly or indirectly, by such Person or one or more of the other Subsidiaries of that Person

or a combination thereof whether in the form of membership, general, special or limited partnership interests or otherwise; and

(ii)            such

Person or any Subsidiary of such Person is a controlling general partner or otherwise controls such entity.

Unless specified

herein, any reference to a Subsidiary shall refer to a Subsidiary of a Loan Party; provided that for purposes of the definition

of “Excluded Subsidiary” and any provision of any Loan Document dealing with release of guarantees or Collateral, any reference

to “Subsidiary” (including in any defined term used therein) shall refer to a Subsidiary of the Listed Entity.

“Supermajority

Lenders” shall mean, as of any date of determination, Lenders having more than 90% of the sum of the Total Outstandings;

provided that the unused Commitment of, and the portion of the Total Outstandings held, or deemed held by, any Defaulting Lender

shall be excluded for purposes of making a determination of Supermajority Lenders.

“Swap Contract”

shall mean (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity

swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps

or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange

transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions,

currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options

to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement, and (b) any

and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any

form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange

Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master Agreement”),

including any such obligations or liabilities under any Master Agreement.

“Swap Termination

Value” shall mean, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable

netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts have been closed out

and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date

referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based

upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may

include a Lender or any Affiliate of a Lender).

“Tax Deduction”

shall mean a deduction or withholding for or on account of Indemnified Taxes or Other Taxes from a payment under a Loan Document.

“Taxes”

shall mean any and all present or future taxes, levies, imposts, duties, deductions, charges or withholdings (including backup withholdings),

assessments, fees or other charges imposed by any Governmental Authority, including any interest, penalties and additions to tax related

thereto.

“Tax Returns”

shall have the meaning assigned to such term in Section 3.11.

“Temporary Cash

Investments” shall mean any of the following:

(a) any investment in

(i)            direct

obligations of, or obligations Guaranteed by, (i) the United States of America, (ii) Canada, (iii) the United Kingdom,

(iv) any European Union member state, (v) Switzerland, (vi) any country in whose currency funds are being held specifically

pending application in the making of an investment or capital expenditure by a Loan Party or a Subsidiary in that country with such funds

or (vii) any agency or instrumentality of any such country or member state, or

(ii)          direct

obligations of any country recognized by the United States of America rated at least “A” by S&P or “A-1”

by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating of S&P or Moody’s

then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization);

(b) overnight bank deposits, and investments

in time deposit accounts, certificates of deposit, bankers’ acceptances and money market

deposits (or, with respect to foreign banks, similar instruments) maturing not more than

one year after the date of acquisition thereof issued by:

(i)            any

institution authorized to operate as a bank in any of the countries or member states referred to in sub-clause (a)(i) above, or

(ii)           any

bank or trust company organized under the laws of any such country or member state or any political subdivision thereof,

in each case, having capital and surplus

aggregating in excess of $250 million (or the foreign currency equivalent thereof) and whose long-term debt is rated at least “A”

by S&P or “A-2” by Moody’s (or, in either case, the equivalent of such rating by such organization or, if no rating

of S&P or Moody’s then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating Organization)

at the time such Investment is made;

not more than 30 days for underlying securities of the types described in clause (a) or

(b) above entered into with a Person meeting the qualifications described in clause

(b) above;

(d) Investments in commercial paper, maturing

not more than 270 days after the date of acquisition, issued by a Person (other than a Loan

Party or Subsidiary of a Loan Party), with a rating at the time as of which any Investment

therein is made of “P-2” (or higher) according to Moody’s or “A-2”

(or higher) according to S&P (or, in either case, the equivalent of such rating by such

organization or, if no rating of S&P or Moody’s then exists, the equivalent of

such rating by any Nationally Recognized Statistical Rating Organization);

(e) Investments in securities maturing not

more than one year after the date of acquisition issued or fully Guaranteed by any state,

commonwealth or territory of the United States of America, Canada, the United Kingdom, Switzerland,

any European Union member state or by any political subdivision or taxing authority of any

such state, commonwealth, territory, country or member state, and rated at least “BBB

–” by S&P or “Baa3” by Moody’s (or, in either case, the

equivalent of such rating by such organization or, if no rating of S&P or Moody’s

then exists, the equivalent of such rating by any Nationally Recognized Statistical Rating

Organization);

(f) bills of exchange issued in the United

States of America, Canada, Switzerland, the United Kingdom, or a member state of the European

Union eligible for rediscount at the relevant central bank and accepted by a bank (or any

dematerialized equivalent);

(g) any money market deposit accounts issued

or offered by a commercial bank organized under the laws of a country that is a member of

the Organization for Economic Co-operation and Development, in each case, having capital

and surplus in excess of $250 million (or the foreign currency equivalent thereof) or whose

long term debt is rated at least “A” by S&P or “A-2” by Moody’s

(or, in either case, the equivalent of such rating by such organization or, if no rating

of S&P or Moody’s then exists, the equivalent of such rating by any Nationally

Recognized Statistical Rating Organization) at the time such Investment is made;

(h) investment funds investing 95% of their

assets in securities of the type described in clauses (a) through (g) above (which

funds may also hold reasonable amounts of cash pending investment and/or distribution); and

(i) investments in money market funds complying

with the risk limiting conditions of Rule 2a-7 (or any successor rule) of the SEC under

the U.S. Investment Company Act of 1940, as amended.

“Term Loans”

shall mean the Initial Term Loan, the Incremental Term Loan, and the Second Incremental Term Loan.

“Test Period”

shall mean for any date of determination under this Agreement, the four consecutive fiscal quarters of the Group Members most recently

ended as of such date of determination for which the financial statements set forth in Section 6.10(a)(1) and Section 6.10(a)(2) shall

have been delivered (or were required to be delivered) to the Administrative Agent.

“Total Assets”

shall mean the consolidated total assets of the Loan Parties and their Subsidiaries as shown on the most recent combined balance sheet

of the Group Members, prepared on the basis of GAAP on or prior to the relevant date of determination (calculated on a pro forma basis

to give effect to any transfer of assets occurring following such balance sheet date).

“Total Outstandings”

shall mean the aggregate Outstanding Amount of all Term Loans.

“Transaction”

shall mean, collectively, the funding of the 2025 Incremental Term Loans (as defined in the CSC Credit Agreement as in effect on the

Closing Date), the execution and effectiveness of the Fourteenth CSC Credit Agreement Amendment, the transactions constituting or contemplated

by this Agreement and the other Loan Documents (including the funding of the Loans), the CSC Return on Investment and the prepayment

of the 2025 Incremental Term Loans, and the consummation of any other transactions in connection with the foregoing.

“Treasury Services

Agreement” shall mean any agreement between CSC, any Loan Parties or any of their respective Subsidiaries and any Treasury

Services Provider relating to treasury, depository, credit card, debit card and cash management services or automated clearinghouse transfer

of funds, vendor financings or any similar services.

“Treasury Services

Provider” shall mean (a) each Person that is an Agent or Lender or any Affiliate of an Agent or Lender counterparty

to a Treasury Services Agreement (including any Person who was an Agent or Lender (or any Affiliate thereof) as of the Closing Date or

the date it enters into such Treasury Services Agreement but subsequently ceases to be an Agent or Lender (or Affiliate thereof)) and/or

(b) any other Person from time to time designated in writing by the Borrower Representative and approved in writing by the Administrative

Agent (which approval shall not be unreasonably withheld, conditioned or delayed); provided that, if such Person is not an Agent

or a Lender, such Person executes and delivers to the Administrative Agent and the Borrower Representative a letter agreement in form

and substance reasonably acceptable to the Administrative Agent and the Borrower Representative pursuant to which such Person (i) appoints

the Administrative Agent as its agent under the applicable Loan Documents and (ii) agrees to be bound by the provisions applicable

to Treasury Services Providers in the applicable Loan Documents.

“UCC”

shall have the meaning set forth in the Pledge and Security Agreement.

“U.S. Person”

shall mean any Person that is a “United States Person” as defined in Section 7701(a)(30) of the Code.

“U.S. Tax Compliance

Certificate” shall have the meaning specified in Section 2.20.

“USA PATRIOT

Act” shall mean The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct

Terrorism Act of 2001 (Title III of Pub. L. No. 107-56 (signed into law October 26, 2001)).

“Voting Stock”

of a Person shall mean all classes of Capital Stock of such Person then outstanding and normally entitled to vote in the election of

directors.

“Weighted Average

Life to Maturity” shall mean, when applied to any Indebtedness at any date, the number of years obtained by dividing (a) the

then outstanding principal amount of such Indebtedness by (b) the total of the product of (i) the amount of each then remaining

installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect thereof

multiplied by (ii) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making

of such payment; provided that for purposes of determining the Weighted Average Life to Maturity of any Indebtedness (the “Applicable

Indebtedness”), the effects of any amortization or prepayments made on such Applicable Indebtedness prior to the date of

determination will be disregarded.

Section 1.02.          Terms

Generally. The definitions in Section 1.01 shall apply equally to both 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”; and the words “asset”

and “property” shall be construed as having 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. Any reference to any law, code, statute, treaty, rule,

guideline, regulation or ordinance of a Governmental Authority shall, unless otherwise specified, refer to such law, code, statute, treaty,

rule, guideline, regulation or ordinance as amended, supplemented or otherwise modified from time to time. Any reference to any IRS form

shall be construed to include any successor form. All references herein to Articles, Sections, Annexes, Exhibits and Schedules shall

be deemed references to Articles and Sections of, and Annexes, Exhibits and Schedules to, this Agreement unless the context shall otherwise

require. Except as otherwise expressly provided herein, (a) any reference in this Agreement to any Loan Document or other agreement,

document or instrument shall mean such agreement, document or instrument as amended, restated, supplemented, replaced, refinanced or

otherwise modified from time to time, in each case, (if applicable) in accordance with the express terms of this Agreement, and (b) all

accounting terms shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations)

required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP; provided, however, that

if the Borrower Representative notifies the Administrative Agent that the Borrower Representative wishes to amend any calculation or

any related definition to eliminate the effect of any change in GAAP (it being understood that for purposes of this proviso, any changes

in GAAP includes the application of IFRS in lieu of GAAP pursuant to the definition of “GAAP’ in Section 1.01) occurring

after the date of the Original Credit Agreement on the operation of such covenant (or if the Administrative Agent notifies the Borrower

Representative that the Required Lenders wish to amend any calculation or any related definition), then the Borrowers’ compliance

with such covenant shall be determined on the basis of GAAP in effect immediately before the relevant change in GAAP became effective,

until either such notice is withdrawn or such covenant or definition is amended in a manner satisfactory to the Borrower Representative

and the Required Lenders. Neither this Agreement, nor any other Loan Document nor any other agreement, document or instrument referred

to herein or executed and delivered in connection herewith shall be construed against any Person as the principal draftsperson hereof

or thereof. For purposes of determining any financial ratio or making any financial calculation for any fiscal quarter (or portion thereof)

ending prior to the Closing Date, the components of such financial ratio or financial calculation shall be determined on a pro forma

basis to give effect to the Transactions as if they had occurred at the beginning of such four-quarter period; and each Person that is

a Subsidiary upon giving effect to the Transactions shall be deemed to be a Subsidiary for purposes of the components of such financial

ratio or financial calculation as of the beginning of such four-quarter period.

Section 1.03.          Effectiveness

of and Effect of Amendment and Restatement This Agreement shall become effective upon satisfaction or waiver of the conditions

set forth in Section 4.05. This Agreement constitutes an amendment and restatement of the A&R Credit Agreement (excluding any

Schedules (other than Schedule 2.01) or Exhibits), effective from and after the Second Incremental Closing Date and shall not constitute

a novation of any Obligations under the A&R Credit Agreement all of which shall remain outstanding under this Agreement. Except as

provided herein, the execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right, power or remedy

of any Secured Party under any of the Loan Documents, nor constitute a waiver of any provision of the Loan Documents or in any way limit,

impair or otherwise affect the rights and remedies of the Secured Parties under the Loan Documents. On and after the Second Incremental

Closing Date, each reference in the other Loan Documents to “Credit Agreement”, “thereunder”, “thereof”

or words of like import referring to the A&R Credit Agreement shall mean and be a reference to this Agreement. Each Loan Party party

hereto (i) consents to the amendment and restatement of the A&R Credit Agreement by this Agreement, (ii) acknowledges and

agrees that any prior grant or grants of Liens in favor of the Collateral Agent in its properties and assets under each Loan Document

to which it is a party shall be in respect of the obligations of such Loan Party under this Agreement and the other Loan Documents and

(iii) reaffirms all prior grants of Liens in favor of the Collateral Agent under each Loan Document and all guarantees and indemnitees

granted to the Administrative Agent or any other Secured Party.

Section 1.04.          [Reserved.]

Section 1.05.          [Reserved.]

Section 1.06.          [Reserved.]

Section 1.07.          [Reserved.]

Section 1.08.          Cured

Defaults. With respect to any Default or Event of Default, the words “exists,” “is continuing” or similar

expressions with respect thereto shall mean that the Default or Event of Default has occurred and has not yet been cured or waived. If

any Default or Event of Default occurs due to Section 1.09. the failure by any Loan Party to take any action by a specified time,

such Default or Event of Default shall be deemed to have been cured at the time, if any, that the applicable Loan Party takes such action

or (b) the taking of any action by any Loan Party that is not then permitted by the terms of this Agreement or any other Loan Document,

such Default or Event of Default shall be deemed to be cured on the earlier to occur of (i) the date on which such action would

be permitted at such time to be taken under this Agreement and the other Loan Documents and (ii) the date on which such action is

unwound or otherwise modified to the extent necessary for such revised action to be permitted at such time by this Agreement and the

other Loan Documents. If any Default or Event of Default occurs that is subsequently cured (a “Cured Default”),

any other Default or Event of Default resulting from the making or deemed making of any representation or warranty by any Loan Party

or the taking of any action by any Loan Party or any Subsidiary of any Loan Party, in each case which subsequent Default or Event of

Default would not have arisen had the Cured Default not occurred, shall be deemed to be cured automatically upon, and simultaneously

with, the cure of the Cured Default.

Notwithstanding anything to the contrary in this

Section 1.08, a Default or Event of Default (the “Initial Default”) may not be cured pursuant to this

Section 1.08:

(a)             in

the case of an Initial Default described in clause (b) of the second sentence of this Section 1.08, if a Responsible Officer

of the applicable Loan Party had Knowledge at the time of taking any such action that such Initial Default had occurred and was continuing,

(b)            in

the case of an Event of Default under Section 7.01(e) that directly results in material impairment of the rights and remedies

of the Lenders, Collateral Agent and Administrative Agent under the Loan Documents,

the case of an Event of Default arising due to the failure to perform or observe Section 5.05 or Section 5.07 that results

in a material adverse effect on the ability of the Borrowers and the other Loan Parties (taken as a whole) to perform their respective

payment obligations under any Loan Document to which either Borrower or any of the other Loan Parties is a party; or

(d)             if

the Administrative Agent shall have commenced any enforcement action set forth in Article VII prior to the date such Initial Default

would have been deemed to be cured under this Section 1.08.

For purposes of this Section 1.08, “Knowledge”

shall mean, with respect to a Responsible Officer of the Borrower Representative or other Loan Party, (i) the actual knowledge of

such individual or (ii) the knowledge that such individual would have obtained if such individual had acted in good faith to discharge

his or her duties with the same level of diligence and care as would reasonably be expected from an officer in a substantially similar

position.

Article II

The Credits

Section 2.01.          Commitments.

(a)             Subject

to the terms and conditions set forth herein and relying upon the representations and warranties set forth herein, the Initial Lender

made a loan to the Borrowers denominated in Dollars in a single draw on the Closing Date in an aggregate principal amount not to exceed

its Initial Term Loan Commitment (the loan made pursuant to this Section 2.01(a) being referred to as the “Initial

Term Loan”).

(b)            Subject

to the terms and conditions set forth herein and relying upon the representations and warranties set forth herein, the Incremental Lender

made a loan to the Borrowers denominated in Dollars in a single draw on the Incremental Closing Date in an aggregate principal amount

not to exceed its Incremental Term Loan Commitment (the loan made pursuant to this Section 2.01(b) being referred to as the

“Incremental Term Loan”).

to the terms and conditions set forth herein and relying upon the representations and warranties set forth herein, the Second Incremental

Lender agrees to make a loan to the Borrowers denominated in Dollars in a single draw on the Second Incremental Closing Date in an aggregate

principal amount not to exceed its Second Incremental Term Loan Commitment (the loan made pursuant to this Section 2.01(c) being

referred to as the “Second Incremental Term Loan”).

(d)            Amounts

paid or prepaid in respect of the Term Loans may not be reborrowed.

Section 2.02.          Loans.

(a)             The

funding of Term Loans pursuant to Section 2.01 shall be made by the Lenders ratably in accordance with their applicable Commitments;

provided, however, that the failure of any Lender to make any Term Loan shall not in itself relieve any other Lender of

its obligation to lend hereunder (it being understood, however, that no Lender shall be responsible for the failure of any other Lender

to make any Term Loan required to be made by such other Lender).

(b)             Each

Lender shall make the Term Loan to be made by it hereunder on the Closing Date, the Incremental Closing Date, or the Second Incremental

Closing Date, by wire transfer (or book entry transfer) of immediately available funds in Dollars, as the case may be, to such account

as the Administrative Agent may designate not later than 2:00 p.m., New York City time, and the Administrative Agent shall promptly wire

transfer the amounts so received in accordance with instructions received from the Borrower Representative in the applicable Borrowing

Request or, if a borrowing shall not occur on such date because any condition precedent herein specified shall not have been met, return

the amounts so received to the respective Lenders.

the Administrative Agent shall have received notice from a Lender prior to the date of any borrowing of Term Loans that such Lender will

not make available to the Administrative Agent such Lender’s Term Loan, the Administrative Agent may assume that such Lender has

funded such Term Loan available to the Administrative Agent on the date of such borrowing in accordance with this Section 2.02(c) and

the Administrative Agent may, in reliance upon such assumption, make available to the Borrowers on such date a corresponding amount.

If the Administrative Agent shall have so made funds available then, to the extent that such Lender shall not have made such portion

available to the Administrative Agent, such Lender and the Borrowers severally agree to repay to the Administrative Agent forthwith on

demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrowers

to but excluding the date such amount is repaid to the Administrative Agent at (i) in the case of the Borrowers, a rate per annum

equal to the interest rate applicable at the time to the Term Loans and (ii) in the case of such Lender, a rate determined by the

Administrative Agent to represent its cost of overnight or short-term funds (which determination shall be conclusive absent manifest

error). If such Lender shall repay to the Administrative Agent such corresponding amount, such amount shall constitute such Lender’s

Term Loan for purposes of this Agreement.

Section 2.03.          Borrowing

Procedure. In order to request a Term Loan, the Borrower Representative shall notify the Administrative Agent of such request

by telephone not later than 12:00 p.m., New York time, one Business Day before a proposed borrowing of Term Loans (or such shorter period

as may be agreed by the Administrative Agent). Each such telephonic Borrowing Request shall be irrevocable, and shall be confirmed promptly

by hand delivery, e-mail or fax to the Administrative Agent of a written Borrowing Request and shall specify the following information:

Section 2.04. the date of such borrowing (which shall be a Business Day); (b) the number and location of the account to which

funds are to be disbursed; and (c) the amount of such borrowing. The Administrative Agent shall promptly advise the applicable Lenders

of any notice given pursuant to this Section 2.03 (and the contents thereof), and of each Lender’s portion of the requested

borrowing.

Section 2.04.          Evidence

of Debt; Repayment of Term Loans. The Borrowers hereby unconditionally promise to pay to the Administrative Agent for the account

of each Lender the principal amount of each Term Loan of such Lender as provided in Section 2.11.

(a)             Each

Lender shall maintain in accordance with its usual practice an account or accounts evidencing the indebtedness of the Borrowers to such

Lender resulting from each Term Loan made by such Lender from time to time, including the amounts of principal and interest payable and

paid to such Lender from time to time under this Agreement.

(b)             The

Administrative Agent shall maintain the Register in which it will record (i) the amount of each Term Loan made hereunder, (ii) the

amount of any principal or interest due and payable or to become due and payable from the Borrowers to each Lender hereunder and (iii) the

amount of any sum received by the Administrative Agent hereunder from the Borrowers or any Guarantor and each Lender’s share thereof.

(d)             The

entries made in the Register maintained pursuant to Section 2.04(b)shall be prima facie evidence of the existence and amounts

of the obligations therein recorded; provided, however, that the failure of any Lender or the Administrative Agent to maintain

such accounts or any error therein shall not in any manner affect the obligations of the Borrowers to repay the Term Loans in accordance

with the terms of this Agreement.

(e)             Any

Lender may request that Term Loans made by it hereunder be evidenced by a promissory note. In such event, the Borrowers shall execute

and deliver to such Lender a promissory note payable to such Lender and its registered assigns and in the form attached hereto as Exhibit G.

Section 2.05.          Fees.

(a)             The

Borrowers agree to pay to the Administrative Agent, for its own account, the administrative fees as are separately agreed by the Administrative

Agent (the “Administrative Agent Fees”) in accordance with the Agent Fee Letter as amended from time to time.

(b)            [Reserved.]

fees under this Section 2.05 shall be paid on the dates due, in immediately available funds, to the Administrative Agent. Once paid,

no such fees shall be refundable under any circumstances.

Section 2.06.          Interest

on Term Loans.

(a)             Subject

to the provisions of Section 2.07, the Term Loans shall bear interest (computed on the basis of the actual number of days elapsed

over a year of 360 days) at the Applicable Rate.

(b)             Interest

shall accrue on each Term Loan from and including the day on which such Term Loan is made, and shall not accrue on a Term Loan, or any

portion thereof, for the day on which such Loan or such portion is paid; provided that any Loan that is repaid on the same day

on which it is made shall bear interest for one day. Interest on each Term Loan shall be payable on the Interest Payment Dates except

as otherwise provided in this Agreement.

Section 2.07.          Default

Interest. If any Event of Default under Section 7.01(a) or 7.01(g) hereof has occurred and is continuing then,

until such defaulted amount shall have been paid in full, to the extent permitted by law, such defaulted amounts shall bear interest

(after as well as before judgment), payable on demand, in the case of both principal and interest payable on any Term Loan, at the rate

otherwise applicable to such Term Loan pursuant to Section 2.06 plus 2.00% per annum (or in the case of amounts

other than the principal amount of any Term Loan, at the Applicable Rate plus 2.00% per annum).

Section 2.08.          [Reserved.].

Section 2.09.          Termination

or Reduction of Commitments. The Initial Term Loan Commitment shall automatically and permanently be reduced to $0 upon the funding

in full of the Initial Term Loans on the Closing Date. The Incremental Term Loan Commitment shall automatically and permanently be reduced

to $0 upon the funding in full of the Incremental Term Loans on the Incremental Closing Date. The Second Incremental Term Loan Commitment

shall automatically and permanently be reduced to $0 upon the funding in full of the Second Incremental Term Loans on the Second Incremental

Closing Date.

Section 2.10.          [Reserved.]

Section 2.11.          Repayment

of Borrowings. (a) (i) The Borrowers shall pay to the Administrative Agent, for the account of the Lenders on the Maturity

Date, the aggregate unpaid principal amount of all Term Loans on such date, together with accrued and unpaid interest on the principal

amount to be paid to but excluding such date.

(ii)             If

an Amortization Period shall commence, then the Borrowers shall within one Business Day prepay an amount of Term Loans sufficient to

cause such Amortization Period to terminate on such date of prepayment.

(iii)             [Reserved.]

(iv)             [Reserved.]

(b)            [Reserved.]

the extent not previously paid, all Term Loans shall be due and payable on the Maturity Date together with accrued and unpaid interest

on the principal amount to be paid to but excluding the date of payment.

(d)            All

prepayments and repayments pursuant to this Section 2.11 shall be without premium or penalty except that any prepayment pursuant

to Section 2.11(a) following the occurrence of a CSC Freefall Event shall be accompanied by the Applicable Premium.

Section 2.12.          Voluntary

Prepayments. (a) The Borrowers shall have the right at any time and from time to time to prepay the Term Loans, in whole

or in part, upon at least one Business Days prior written or fax notice (or telephone notice promptly confirmed by written or fax notice)

to the Administrative Agent before 12:00 noon, New York City time; provided, however, that each partial prepayment shall

be in an amount that is an integral multiple of $1 million and not less than $5 million (or in such lower minimum amounts or multiples

as agreed to by the Administrative Agent in its reasonable discretion). All voluntary prepayments, including all optional prepayments

under this Section 2.12 shall be without premium or penalty except that any prepayment pursuant to this Section 2.12 following

the occurrence of a CSC Freefall Event shall be accompanied by the Applicable Premium. Any such notice of prepayment pursuant to this

Section 2.12(a) may state that it is conditioned upon the occurrence or non-occurrence of any event specified therein (including

the effectiveness of other credit facilities), in which case such notice may be revoked by the Borrowers or the Borrowers may delay the

date of prepayment identified therein to a later date reasonably acceptable to the Administrative Agent (in each case by written notice

to the Administrative Agent on or prior to the specified Closing Date) if such condition is not satisfied or the satisfaction of such

condition is delayed.

(b)            [Reserved.]

(d)            [Reserved.]

Section 2.13.          Mandatory

Prepayments. (a) No later than the fifth Business Day following the receipt of Net Available Cash in respect of any Asset

Disposition, the Borrowers shall apply an amount equal to 100% of the Net Available Cash received with respect thereto to prepay the

outstanding principal amount of Term Loans then subject to ratable prepayment requirements in accordance with Section 2.13(f).

(b)            [Reserved.]

(d)            [Reserved.]

(e)            [Reserved.]

(f)             Mandatory

prepayments of outstanding Term Loans under this Agreement pursuant to this Section 2.13 shall be applied pro rata to the Term Loan

of each of the Lenders, based upon the outstanding principal amounts owing to each such Lender.

(g)            The

Borrower Representative shall deliver to the Administrative Agent, at the time of each prepayment required under this Section 2.13,

a certificate signed by a Responsible Officer of the Borrower Representative setting forth in reasonable detail the calculation of the

amount of such prepayment. Any such notice of prepayment may state that such notice is conditioned upon the occurrence of any Asset Disposition,

in which case such notice may be revoked by the Borrower Representative or the Borrower Representative may delay the date of prepayment

identified therein (by written notice to the Administrative Agent, on or prior to the specified Closing Date) if such condition is not

satisfied or the satisfaction of such condition is delayed. Each notice of prepayment shall specify the prepayment date and the principal

amount of Term Loans to be prepaid. All prepayments of Term Loans shall be without premium or penalty, and shall be accompanied by accrued

and unpaid interest on the principal amount to be prepaid to but excluding the date of payment.

Section 2.14.          Reserve

Requirements; Change in Circumstance.

(a)            Notwithstanding

any other provision of this Agreement, if any Change in Law shall impose, modify or deem applicable any reserve, special deposit, liquidity

requirement, Tax (other than Indemnified Taxes and Other Taxes indemnified pursuant to Section 2.20 and Excluded Taxes) or similar

requirement against assets of, deposits with or for the account of or credit extended by any Lender, and the result of any of the foregoing

shall be to increase the cost to any Lender or to reduce the amount of any sum received or receivable by such Lender hereunder (whether

of principal, interest or otherwise) by an amount deemed by such Lender to be material, then the Borrowers will pay to such Lender upon

demand such additional amount or amounts as will compensate such Lender for such additional costs incurred or reduction suffered.

(b)            If

any Lender shall have determined that any Change in Law (other than a Change in Law relating to Taxes) regarding capital adequacy or

liquidity has had or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s

holding company, if any, as a consequence of this Agreement or the Loans made by such Lender pursuant hereto to a level below that which

such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s

policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity) by an amount deemed

by such Lender to be material, then from time to time the Borrowers shall pay to such Lender upon demand such additional amount or amounts

as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

certificate of a Lender setting forth (i) the amount or amounts necessary to compensate such Lender or its holding company, as applicable,

and (ii) the calculations supporting such amount or amounts, as specified in Section 2.14(a) or Section 2.14(b) shall

be delivered to the Borrower Representative and shall be conclusive absent manifest error. The Borrowers shall pay such Lender the amount

shown as due on any such certificate delivered by it within 10 days after the Borrower Representative’s receipt of the same.

(d)            Failure

or delay on the part of any Lender to demand compensation for any increased costs or reduction in amounts received or receivable or reduction

in return on capital shall not constitute a waiver of such Lender’s right to demand such compensation; provided that the

Borrowers shall not be under any obligation to compensate any Lender under Sections Section 2.14(a) or Section 2.14(b) with

respect to increased costs or reductions with respect to any period prior to the date that is 180 days prior to such request if such

Lender knew or would reasonably have been expected to know of the circumstances giving rise to such increased costs or reductions and

of the fact that such circumstances would result in a claim for increased compensation by reason of such increased costs or reductions; provided,

further, that the foregoing limitation shall not apply to any increased costs or reductions arising out of the retroactive application

of any Change in Law within such 180-day period. The protection of this Section 2.14 shall be available to each Lender regardless

of any possible contention of the invalidity or inapplicability of the Change in Law that shall have occurred or been imposed.

Section 2.15.          [Reserved.]

Section 2.16.          [Reserved.]

Section 2.17.          Pro

Rata Treatment. Except as otherwise stated herein, each borrowing, each payment or prepayment of principal of any borrowing,

each payment of interest on the Loans shall be allocated pro rata among the Lenders in accordance with their respective Commitments

(or, if such Commitments shall have expired or been terminated, in accordance with the respective principal amounts of their outstanding

Term Loans).

Section 2.18.          Sharing

of Setoffs. Each Lender agrees that if it shall, through the exercise of a right of banker’s lien, setoff or counterclaim

against the Borrowers or any other Loan Party, or pursuant to a secured claim under Section 506 of Title 11 of the United States

Code or other security or interest arising from, or in lieu of, such secured claim, received by such Lender under any applicable bankruptcy,

insolvency or other similar law or otherwise, or by any other means, obtain payment (voluntary or involuntary) in respect of any Term

Loans (and accrued interest thereon), it shall be deemed simultaneously to have purchased from each other Lender at face value, and shall

promptly pay to such other Lender the purchase price for, a participation in the Term Loans (and accrued interest thereon) of such other

Lender under this Agreement, so that the aggregate unpaid Term Loans (and accrued interest thereon) and such participations held by each

Lender shall be in the same proportion to the aggregate unpaid Term Loans (and accrued interest thereon) and participations then outstanding

as the principal amount of its Term Loans (and accrued interest thereon) and participations prior to such exercise of banker’s

lien, setoff or counterclaim or other event was to the principal amount of all Term Loans (and accrued interest thereon) and participations

outstanding prior to such exercise of banker’s lien, setoff or counterclaim or other event; provided, however, that

(a) if any such purchase or purchases or adjustments shall be made pursuant to this Section 2.18 and the payment giving rise

thereto shall thereafter be recovered, such purchase or purchases or adjustments shall be rescinded to the extent of such recovery and

the purchase price or prices or adjustment restored without interest, and (b) the provisions of this Section 2.18 shall not

be construed to apply to any payment made by the Borrowers pursuant to and in accordance with the express terms of this Agreement or

any payment obtained by a Lender as consideration for the assignment of or sale of a participation in any of its Loans to any assignee

or participant, other than to any Affiliates of the Borrowers (as to which the provisions of this Section 2.18 shall apply).

Section 2.19.          Payments.

(a) The Borrowers shall make each payment (including principal of or interest on any Borrowing or any Fees or other amounts) hereunder

and under any other Loan Document not later than 1:00 p.m., New York City time, on the date when due in immediately available funds in

Dollars, without setoff, defense or counterclaim. Each such payment shall be made to the Administrative Agent at its offices described

on Schedule 9.01(b) (or as otherwise notified by the Administrative Agent in writing to the Borrower Representative from time to

time). Any payments received by the Administrative Agent after 1:00 p.m., New York City time, may, in the Administrative Agent’s

sole discretion, be deemed received on the next succeeding Business Day. Subject to Article VIII, the Administrative Agent shall

promptly distribute to each Lender any payments received by the Administrative Agent on behalf of such Lender.

(b)            Except

as otherwise expressly provided herein, whenever any payment (including principal of or interest on any Borrowing or any Fees or other

amounts) hereunder or under any other Loan Document shall become due, or otherwise would occur, on a day that is not a Business Day,

such payment may be made on the next succeeding Business Day, and such extension of time shall in such case be included in the computation

of interest or Fees, if applicable.

Section 2.20.          Taxes.

(a) Any and all payments by or on account of any obligation of the Borrowers or any other Loan Party hereunder or under any other

Loan Document shall, except to the extent required by law, be made without any Tax Deduction; provided that, if any Indemnified

Taxes are required to be deducted from such payments, then (i) the sum payable by the Borrowers or other Loan Party shall be increased

as necessary so that after making all required deductions, (including deductions applicable to additional sums payable under this Section 2.20)

the Administrative Agent and each Lender (as the case may be) receives an amount equal to the sum it would have received had no such

deductions been made, (ii) the Administrative Agent or such Loan Party shall make such Tax Deduction and any payment required in

connection with that Tax Deduction within the time allowed and in the minimum amount required by law and (iii) the Administrative

Agent or such Loan Party shall pay the full amount deducted to the relevant Governmental Authority in accordance with applicable law.

(b)            In

addition, and without duplication of any other amounts hereunder, the Borrowers and any other Loan Party, as the case may be, shall pay

any Other Taxes to the relevant Governmental Authority in accordance with applicable law or, at the option of the Administrative Agent,

timely reimburse it for the payment of, any Other Taxes.

Loan Parties shall jointly and severally indemnify the Administrative Agent and each Lender, within 30 days after written demand therefor,

for the full amount of any Indemnified Taxes paid by the Administrative Agent or such Lender, as the case may be, on or with respect

to any payment by or on account of any obligation of the Borrowers or any other Loan Party hereunder or otherwise with respect to any

Loan Document (including Indemnified Taxes imposed or asserted on or attributable to amounts payable under this Section 2.20) and,

to the extent not arising due to the gross negligence or wilful neglect of the Administrative Agent or Lenders, any penalties, interest

and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes were correctly or legally imposed

or asserted by the relevant Governmental Authority. A certificate as to the amount of such payment or liability delivered to the Borrower

Representative by a Lender or by the Administrative Agent on behalf of itself or a Lender shall be conclusive absent manifest error.

The Administrative Agent and each Lender shall not be indemnified for any Indemnified Taxes that have already been compensated for by

an increased payment in accordance with Section 2.20(a).

(d)            Not

later than 30 days after a Tax Deduction or any payment required in connection with a Tax Deduction by either Borrower or any other Loan

Party to a Governmental Authority, the Borrower Representative shall deliver to the Administrative Agent evidence reasonably satisfactory

that the Tax Deduction has been made or (as applicable) that any appropriate payment to the Governmental Authority has been paid.

(e)          (i)          Any

Lender that is entitled to an exemption from or reduction of withholding Tax with respect to payments made under any Loan Document shall

deliver to the Borrower Representative and the Administrative Agent, at the time or times reasonably requested by the Borrower Representative

or the Administrative Agent, such properly completed and executed documentation reasonably requested by the Borrower Representative or

the Administrative Agent as will permit such payments to be made without withholding or at a reduced rate of withholding. In addition,

any Lender, if reasonably requested by the Borrower Representative or the Administrative Agent, shall deliver such other documentation

prescribed by applicable law or reasonably requested by the Borrower Representative or the Administrative Agent as will enable the Borrower

Representative or the Administrative Agent to determine whether or not such Lender is subject to backup withholding or information reporting

requirements. Notwithstanding anything to the contrary in the preceding two sentences, the completion, execution and submission of such

documentation (other than such documentation set forth in clause (ii)(A) and (ii)(B) below) shall not be required if in the

Lender’s reasonable judgment such completion, execution or submission would subject such Lender to any material unreimbursed cost

or expense or would materially prejudice the legal or commercial position of such Lender, (it being understood that the completion, execution

and submission of any documentation no more burdensome than that required for U.S. federal income tax withholding will not give rise

to an exception from the preceding sentence or otherwise be considered prejudicial to the position of a Lender).

(ii)             Without

limiting the generality of the foregoing,

(A)             any

Lender that is a U.S. Person shall deliver to the Borrower Representative and the Administrative Agent on or prior to the date on which

such Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative

or the Administrative Agent), executed copies of IRS Form W-9 certifying that such Lender is exempt from U.S. federal backup withholding

tax;

(B)          any

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and the Administrative Agent

(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender

under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative

Agent), whichever of the following is applicable:

(1)             in

the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect

to payments of interest under any Loan Document, executed copies of IRS Form W-8BEN or W-8BEN-E establishing an exemption from,

or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect

to any other applicable payments under any Loan Documents, IRS Form W-8BEN or W-8BEN-E establishing an exemption from, or reduction

of, U.S. federal withholding Tax pursuant to the “business profits” or “other income” article of such tax treaty;

(2)             executed

copies of IRS Form W-8ECI;

(3)             in

the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under Section 881(c) of the Code,

(x) a certificate substantially in the form of Exhibit H-1 to the effect that such Foreign Lender is not a “bank”

within the meaning of Section 881(c)(3)(A) of the Code, a “10 percent shareholder” of either Borrower within the

meaning of Section 881(c)(3)(B) of the Code, or a “controlled foreign corporation” described in Section 881(c)(3)(C) of

the Code (a “U.S. Tax Compliance Certificate”) and (y) executed copies of IRS Form W-8BEN or W-8BEN-E;

(4)             to

the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS

Form W-8BEN or W-BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-2 or Exhibit H-3, IRS

Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender

is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such

Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit H-4 on behalf of each such direct

and indirect partner;

Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower Representative and the Administrative Agent

(in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign Lender becomes a Lender

under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower Representative or the Administrative

Agent), executed copies of any other form prescribed by applicable law as a basis for claiming exemption from or a reduction in U.S.

federal withholding Tax, duly completed, together with such supplementary documentation as may be prescribed by applicable law to permit

the Borrower Representative or the Administrative Agent to determine the withholding or deduction required to be made.

(D)             Each

Lender agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it

shall update such form or certification, provide any necessary successor form, or promptly notify the Borrower Representative and the

Administrative Agent in writing of its legal inability to do so.

(f)             If

a payment made to a Lender under any Loan Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were

to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of

the Code, as applicable), such Lender shall deliver to the Borrower Representative and the Administrative Agent at the time or times

prescribed by law and at such time or times reasonably requested by the Borrower Representative or the Administrative Agent such documentation

prescribed by applicable law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation

reasonably requested by the Borrower Representative or the Administrative Agent, as may be necessary for the Borrower Representative

and the Administrative Agent to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s

obligations under FATCA or to determine the amount to deduct and withhold from such payment. Solely for purposes of this clause (f),

“FATCA” shall include any amendments made to FATCA after the date of the Original Credit Agreement.

(g)            On

or before the date the Administrative Agent becomes a party to this Agreement, the Administrative Agent shall provide to the Borrower

Representative, two duly signed, properly completed copies of the documentation prescribed in clause (i) or (ii) below, as

applicable (together with all required attachments thereto): (i) IRS Form W-9 or any successor thereto, or (ii) (A) IRS

Form W-8ECI or any successor thereto, and (B) with respect to payments received on account of any Lender, a U.S. branch withholding

certificate on IRS Form W-8IMY or any successor thereto evidencing its agreement with the Borrower Representative to be treated

as a U.S. Person for U.S. federal withholding purposes. At any time thereafter, the Administrative Agent shall provide updated documentation

previously provided (or, a successor form thereto) when any documentation previously delivered has expired or become obsolete or invalid

or otherwise upon a reasonable request of the Borrower Representative. The Administrative Agent represents to the Borrowers that it is

a “U.S. person” and a “financial institution” within the meaning of United States Treasury Regulations Section 1.1441-1

and a “U.S. financial institution” within the meaning of United States Treasury Regulations Section 1.1471-3 and that

it will comply with its obligations to withhold under Section 1441 and FATCA.

(h)            If

any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been

indemnified pursuant to this Section 2.20 (including by the payment of additional amounts pursuant to this Section 2.20 it

shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with

respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without

interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party,

upon the request of such indemnified party the amount paid over pursuant to this paragraph (h) (plus any penalties, interest or

other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund

to such Governmental Authority. Notwithstanding anything to the contrary to this paragraph (h), in no event will the indemnified party

be required to pay any amount to an indemnifying party pursuant to paragraph (h) the payment of which would place the indemnified

party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification

and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts

with respect to such Tax had never been paid. This paragraph (h) shall not be construed to require any indemnified party to make

available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any

other Person.

Section 2.21.          Assignment

of Commitments Under Certain Circumstances; Duty to Mitigate. (a) In the event (i) any Lender delivers a certificate

requesting compensation pursuant to Section 2.14, (ii) [reserved], (iii) either Borrower is required to pay any additional

amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.20, (iv) any Lender is a

Non-Consenting Lender or (v) any Lender becomes a Defaulting Lender, then, in each case, the Borrower Representative may, at its

sole expense and effort (including with respect to the processing and recordation fee referred to in Section 9.04(b)), upon notice

to such Lender and the Administrative Agent, require such Lender to transfer and assign, without recourse (in accordance with and subject

to the restrictions contained in Section 9.04), all of its interests, rights and obligations under this Agreement to an Eligible

Assignee that shall assume such assigned obligations and, with respect to clause (iv) above, shall consent to such requested amendment,

waiver or other modification of any Loan Documents (which assignee may be another Lender, if a Lender accepts such assignment); provided

that (x) such assignment shall not conflict with any law, rule or regulation or order of any court or other Governmental Authority

having jurisdiction, (y) the Borrower Representative shall have received the prior written consent of the Administrative Agent,

which consent shall not unreasonably be withheld or delayed, and (z) the Borrowers or such assignee shall have paid to the affected

Lender in immediately available funds an amount equal to the sum of the principal of and interest accrued to the date of such payment

on the outstanding Loans of such Lender plus all Fees and other amounts accrued for the account of such Lender hereunder with respect

thereto (including any amounts under Sections 2.14; provided, further, that if prior to any such transfer and assignment

the circumstances or event that resulted in such Lender’s claim for compensation under Section 2.14or the amounts paid pursuant

to Section 2.20, as the case may be, cease to cause such Lender to suffer increased costs or reductions in amounts received or receivable

or reduction in return on capital, or cease to result in amounts being payable under Section 2.20, as the case may be (including

as a result of any action taken by such Lender pursuant to Section 2.21(b)), or if such Lender shall waive its right to claim further

compensation under Section 2.14 in respect of such circumstances or event or shall waive its right to further payments under Section 2.20

in respect of such circumstances or event or shall consent to the proposed amendment, waiver, consent or other modification, as the case

may be, then such Lender shall not thereafter be required to make any such transfer and assignment hereunder. Each Lender hereby grants

to the Administrative Agent an irrevocable power of attorney (which power is coupled with an interest) to execute and deliver, on behalf

of such Lender, as assignor, any Assignment and Acceptance necessary to effectuate any assignment of such Lender’s interests hereunder

in the circumstances contemplated by this Section 2.21(a).

(b)            If

(i) any Lender shall request compensation under Section 2.14, (ii) [reserved] or (iii) either Borrower is required

to pay any additional amount to any Lender or any Governmental Authority on account of any Lender pursuant to Section 2.20, then

such Lender or Administrative Agent shall use reasonable efforts (which shall not require such Lender or Administrative Agent to incur

an unreimbursed loss or unreimbursed cost or expense or otherwise take any action inconsistent with its internal policies or legal or

regulatory restrictions or suffer any disadvantage or burden deemed by it to be significant) (x) to file any certificate or document

reasonably requested in writing by the Borrower Representative or (y) to assign its rights and delegate and transfer its obligations

hereunder to another of its offices, branches or affiliates, if such filing or assignment would reduce its claims for compensation under

Section 2.14 or would reduce amounts payable pursuant to Section 2.20, as the case may be, in the future. The Borrowers hereby

agree to pay all reasonable costs and expenses incurred by any Lender in connection with any such filing or assignment, delegation and

transfer.

Section 2.22.          [Reserved.]

Section 2.23.          [Reserved.]

Section 2.24.          [Reserved.]

Section 2.25.         Defaulting

Lenders. Notwithstanding anything to the contrary contained in this Agreement, if any Lender becomes a Defaulting Lender, then,

until such time as that Lender is no longer a Defaulting Lender, to the extent permitted by applicable Law:

(a)            That

Defaulting Lender’s right to approve or disapprove any amendment, waiver or consent with respect to this Agreement shall be restricted

as set forth in Section 9.08.

(b)            Any

payment of principal, interest, fees or other amounts received by the Administrative Agent for the account of that Defaulting Lender

(whether voluntary or mandatory, at maturity, pursuant to Article VII or otherwise), shall be applied at such time or times as may

be determined by the Administrative Agent as follows: first, to the payment of any amounts owing by that Defaulting Lender to

the Administrative Agent hereunder; second, as the Borrower Representative may request (so long as no Default or Event of Default

has occurred and is continuing), to the funding of any Term Loan in respect of which that Defaulting Lender has failed to fund its portion

thereof as required by this Agreement, as determined by the Administrative Agent; third, if so determined by the Administrative

Agent and the Borrower Representative, to be held in a non-interest bearing deposit account and released in order to satisfy obligations

of that Defaulting Lender to fund Term Loans under this Agreement; fourth, to the payment of any amounts owing to the Lenders

as a result of any judgment of a court of competent jurisdiction obtained by any Lender against that Defaulting Lender as a result of

that Defaulting Lender’s breach of its obligations under this Agreement; fifth, so long as no Default or Event of Default

has occurred and is continuing, to the payment of any amounts owing to the Borrowers as a result of any judgment of a court of competent

jurisdiction obtained by the Borrowers against that Defaulting Lender as a result of that Defaulting Lender’s breach of its obligations

under this Agreement; and sixth, to that Defaulting Lender or as otherwise directed by a court of competent jurisdiction; provided

that if (x) such payment is a payment of the principal amount of any Term Loans in respect of which that Defaulting Lender has not

fully funded its appropriate share and (y) such Term Loans were made at a time when the conditions set forth in Sections 4.02 or

4.03, as applicable, were satisfied or waived, such payment shall be applied solely to pay the Term Loans of all Non-Defaulting Lenders

on a pro rata basis prior to being applied to the payment of any Term Loans of that Defaulting Lender. Any payments, prepayments

or other amounts paid or payable to a Defaulting Lender that are applied (or held) to pay amounts owed by a Defaulting Lender shall be

deemed paid to and redirected by that Defaulting Lender, and each Lender irrevocably consents hereto.

(d)            If

the Borrower Representative and the Administrative Agent agree in writing in their sole discretion that a Defaulting Lender should no

longer be deemed to be a Defaulting Lender, the Administrative Agent will so notify the parties hereto, whereupon as of the Closing Date

specified in such notice and subject to any conditions set forth therein, that Lender will, to the extent applicable, purchase that portion

of outstanding Term Loans of the other Lenders or take such other actions as the Administrative Agent may determine to be necessary to

cause the Term Loans to be held on a pro rata basis by the Lenders in accordance with their Pro Rata Share, whereupon that Lender

will cease to be a Defaulting Lender; provided that no adjustments will be made retroactively with respect to fees accrued or

payments made by or on behalf of the Borrowers while that Lender was a Defaulting Lender; and provided, further, that except

to the extent otherwise expressly agreed by the affected parties, no change hereunder from Defaulting Lender to Lender will constitute

a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender.

Article III

Representations and Warranties

To induce the Lenders to

enter into this Agreement and to make Credit Extensions hereunder, each Loan Party represents and warrants to the Administrative Agent

and the other Lenders on the date of each Credit Extension hereunder that:

Section 3.01.          Existence,

Qualification and Power.

Each Loan Party and each

Subsidiary (a) is a corporation, limited liability company, trust, partnership or limited partnership, duly incorporated, organized

or formed, validly existing and, where applicable, in good standing under the Laws of the jurisdiction of its incorporation, organization,

or formation; (b) has all requisite power and authority to (x) own or lease its assets and carry on its business and (y) execute,

deliver and perform its obligations under the Loan Documents to which it is a party; (c) has all requisite governmental licenses,

permits, authorizations, consents and approvals to carry on its business and (d) is duly qualified and is licensed and, where applicable,

in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business

requires such qualification or license; except in each case referred to in clauses (a) and (b) (other than with respect to

the Borrowers), (c) and (d), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect.

As of the Closing Date, Schedule 3.01 annexed hereto sets forth each Loan Party’s name as it appears in official filings, state

of incorporation or organization, organization type, organization number, if any, issued by its state of incorporation or organization,

and its federal employer identification number, if any.

Section 3.02.          Authorization;

No Contravention.

(a)            The

execution, delivery and performance by each Loan Party of each Loan Document to which such Person is a party, have been duly authorized

by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of such Person’s

Organization Documents; (ii) conflict with or result in any breach, termination, or contravention of, or constitute a default under

or require any payment to be made under (x) any Material Contract or any Material Indebtedness to which such Person is a party or

affecting such Person or the properties of such Person or any of its Subsidiaries or (y) any order, injunction, writ or decree of

any Governmental Authority or any arbitral award to which such Person or its property is subject, in each case under this clause (ii),

which has had or would reasonably be expected to have a Material Adverse Effect; (iii) result in or require the creation of any

Lien upon any asset of any Loan Party or any guarantee by any Loan Party (other than Liens in favor of the Collateral Agent under the

Security Documents and guarantees in favor of the Collateral Agent); (iv) violate any applicable Law where such violation has had

or would reasonably be expected to have a Material Adverse Effect; (v) result in any “change of control” offer or similar

offer being required to be made under any Material Indebtedness to which such Person is a party or affecting such Person or the properties

of such Person or any of its Subsidiaries; or (vi) result in the application of any of the consolidation, merger, conveyance, transfer

or lease of assets (however so denominated) provisions of any Material Indebtedness to which such Person is a party or affecting such

Person or the properties of such Person or any of its Subsidiaries, where in case of clauses (v) and (vi), any such requirement

or the application of any such provision has had or would reasonably be expected to have a Material Adverse Effect.

Section 3.03.          Governmental

Authorization; Other Consents. No approval, consent (including, the consent of equity holders or creditors of any Loan Party

or a Subsidiary), exemption, authorization, license or other action by, or notice to, or filing with, any Governmental Authority or regulatory

body or any other Person is necessary or required for the grant of the security interest by such Loan Party or such Subsidiary of the

Collateral pledged by it pursuant to the Security Documents or for the execution, delivery or performance by, or enforcement against,

any Loan Party or any Subsidiary of this Agreement or any other Loan Document, except for (a) the perfection or maintenance of the

Liens created under the Security Documents (including the first priority (subject to the Intercreditor Agreement (on and after the execution

thereof)) nature thereof), (b) such consents which have been obtained or made prior to the date of such pledge, execution, delivery

or performance and are in full force and effect and (c) such approval, consent, exemption, authorization, license or other action

by the failure of which to obtain or make has not had or would not reasonably be expected to have a Material Adverse Effect.

Section 3.04.          Binding

Effect. This Agreement has been, and each other Loan Document, when delivered, will have been, duly executed and delivered by

each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a

legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with

its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights generally

and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

Section 3.05.          No

Material Adverse Effect. (a) [Reserved].

(b)            Since

December 31, 2024, or if later, the date of the most recent financial statements delivered pursuant to Section 6.10(a)(1) (collectively,

the “Reference Date”) there has not occurred any Material Adverse Effect or any event, condition, change or

effect that would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

of the Closing Date, to the best knowledge of the Borrowers, no Internal Control Event exists or has occurred since December 31,

2024 that has resulted in or would reasonably be expected to result in a misstatement in any material respect, in any financial information

contained in the Listed Entity’s annual report for the fiscal year ended on December 31, 2024 with respect to the assets,

liabilities, financial condition or results of operations of the Group Members on a combined basis.

Section 3.06.          Litigation.

There are no actions, suits, proceedings, claims or disputes pending or, to the knowledge of the Loan Parties after due and diligent

investigation, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against any

Loan Party or any of its Subsidiaries or against any of its properties, rights or revenues that (a) purport to materially and adversely

affect or pertain to this Agreement or any other Loan Document, or any of the transactions contemplated hereby, (b) either individually

or in the aggregate would reasonably be expected to have a Material Adverse Effect or (c) relate to the Designation.

Section 3.07.          No

Default. No Loan Party or Subsidiary is in default under or with respect to any Material Indebtedness. No Event of Default has

occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan

Document. Since the Reference Date, no Loan Party nor any of their Subsidiaries is a party to any agreement or instrument or subject

to any corporate restriction that has had or would reasonably be expected to have a Material Adverse Effect.

Section 3.08.          Ownership

of Properties; Liens; Debt. (a) Each Loan Party and each Subsidiary has good and marketable title in fee simple to or valid

leasehold interests in, or easements or other limited property interests in, all Real Estate necessary or used in the ordinary conduct

of its business, free and clear of all Liens except for minor defects in title that do not materially interfere with its ability to conduct

its business or to utilize such assets for their intended purposes and Liens permitted by Section 6.06 and except as does not have

and would not reasonably be expected to have a Material Adverse Effect.

(b)            There

are no Liens on property or assets material to the conduct of the business of each Loan Party and each Subsidiary, other than Liens permitted

pursuant to Section 6.06.

of the Closing Date, Schedule 3.08(c) sets forth a complete and accurate list of all Indebtedness of each Loan Party and its Subsidiaries,

in each case (other than the Term Loans) to the extent the aggregate amount of such Indebtedness exceeds $5 million.

Section 3.09.          Environmental

Compliance. (a) No Loan Party or Subsidiary (i) has failed to comply in all material respects with applicable Environmental

Law or to obtain, maintain or comply with any Environmental Permit, (ii) has become subject to any Environmental Liability, (iii) has

received notice of any claim with respect to any material Environmental Liability or (iv) has a Responsible Officer with knowledge

of any basis for any material Environmental Liability, except, in each case, as would not, individually or in the aggregate, reasonably

be expected to have a Material Adverse Effect.

(b)          (i)          None

of the properties currently or formerly owned or operated by any Loan Party or Subsidiary is or was listed or, to the knowledge of any

Responsible Officer was proposed for listing on the NPL or on the CERCLIS or any analogous state or local list at any time while such

property was owned by such Loan Party or, to the knowledge of any Responsible Officer, at any time prior to or after such property was

owned by such Loan Party, and, to the knowledge of any Responsible Officer, no property currently owned or operated by any Loan Party

or Subsidiary is adjacent to any such property, in each case in connection with any matter for which any Loan Party or Subsidiary would

have any material Environmental Liability; (ii) there are no, or, to the knowledge of any Responsible Officer, never have been any

underground or above-ground storage tanks or any surface impoundments, septic tanks, pits, sumps or lagoons in which Hazardous Materials

are being or have been treated, stored or disposed on any property currently owned or operated by any Loan Party or Subsidiary in violation

of any Environmental Laws or, to the knowledge of any Responsible Officer, on any property formerly owned or operated by any Loan Party

or Subsidiary; (iii) there is no friable asbestos or friable asbestos-containing material on any property currently owned or operated

by any Loan Party or Subsidiary; (iv) Hazardous Materials have not been Released, discharged or disposed of on any property currently

or formerly owned or operated by any Loan Party or Subsidiary in violation of any Environmental Laws; and (v) to the knowledge of

any Responsible Officer, there are no pending or threatened Liens under or pursuant to any applicable Environmental Laws on any real

property or other assets owned or leased by any Loan Party or Subsidiary, and to the knowledge of any Responsible Officer, no actions

by any Governmental Authority have been taken or are in process which would subject any of such properties or assets to such Liens, except,

in the case of clauses (i) through (v) above, as would not, individually or in the aggregate, reasonably be expected to have

a Material Adverse Effect.

Loan Party or Subsidiary is undertaking, and no Loan Party or Subsidiary has completed, either individually or together with other potentially

responsible parties, any investigation or assessment or remedial or response action relating to any actual or threatened Release, discharge

or disposal of Hazardous Materials at any site, location or operation, either voluntarily or pursuant to the order of any Governmental

Authority or the requirements of any Environmental Law that has or would reasonably be expected to have a Material Adverse Effect; and

all Hazardous Materials generated, used, treated, handled or stored at, or transported to or from, any property currently or formerly

owned or operated by any Loan Party or Subsidiary have been disposed of in a manner not reasonably expected, individually or in the aggregate,

to have a Material Adverse Effect.

Section 3.10.          Insurance.

The properties of the Loan Parties and the Subsidiaries are insured with financially sound and reputable insurance companies (including

any Captive Insurance Affiliate) in such amounts (after giving effect to any self-insurance), with such deductibles and covering such

risks (including workers’ compensation, public liability, business interruption and property damage insurance) as are customarily

carried by companies engaged in similar businesses and owning similar properties in localities where the applicable Loan Party or Subsidiary

operates. As of the Closing Date, each material insurance policy required to be maintained pursuant to Section 5.07 is in full force

and effect and all premiums in respect thereof that are due and payable have been paid.

Section 3.11.          Taxes.

Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Loan Parties and

the Subsidiaries have filed all US federal, state and other tax returns and reports (collectively, the “Tax Returns”)

required to be filed, and all such Tax Returns are true, correct and complete in all respects, and have paid when due and payable (subject

to any grace periods) all US federal, state and other Taxes, assessments, fees and other governmental charges levied or imposed upon

them or their properties, income or assets otherwise due and payable, except those which are being contested in good faith by appropriate

proceedings being diligently conducted, for which adequate reserves have been provided in accordance with GAAP, as to which Taxes no

Lien has been filed and which contest effectively suspends the collection of the contested obligation and the enforcement of any Lien

securing such obligation. There is no proposed tax assessment against any Loan Party or any Subsidiary that would, if made, have a Material

Adverse Effect.

Section 3.12.          Benefit

Plans. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (a) each

benefit, pension and compensation plan, agreement, policy and arrangement that is maintained, administered or contributed to by any Loan

Party or any of their Subsidiaries for current or former employees or directors of, or independent contractors with respect to, the Loan

Parties or any of their Subsidiaries, or with respect to which any of such entities would reasonably be expected to have any current,

future or contingent liability or responsibility, has been maintained in compliance with its terms and the requirements of any applicable

statutes, orders, rules and regulations and (b) each Loan Party and each of their Subsidiaries and each of their respective

Affiliates, to the extent such person maintains any such plans, agreements, policies and arrangements, have complied with all applicable

statutes, orders, rules and regulations in regard to such plans, agreements, policies and arrangements.

Section 3.13.          Subsidiaries;

Capital Stock. As of the Closing Date, (a) the Loan Parties have no Subsidiaries other than those specifically disclosed

in Part (a) of Schedule 3.13, which Schedule sets forth the legal name, jurisdiction of incorporation or formation and the

percentage interest of such Loan Party therein; (b) the outstanding Capital Stock in such Subsidiaries described on Part (a) of

Schedule 3.13 as owned by a Loan Party (or a Subsidiary of a Loan Party) have been validly issued, are fully paid and non-assessable

and are owned by a Loan Party (or a Subsidiary of a Loan Party) free and clear of all Liens, other than Permitted Liens; (c) except

as set forth in Schedule 3.13, there are no outstanding rights to purchase any Capital Stock in any Loan Party or Subsidiary and (d) all

of the outstanding Capital Stock in the Loan Parties have been validly issued, and are fully paid and non-assessable and, with respect

to the Loan Parties and their direct Subsidiaries, are owned in the amounts specified on Part (c) of Schedule 3.13 free and

clear of all Liens other than Permitted Liens; in each of the foregoing clauses (a) through (d), including such modifications or

supplements to Schedule 3.13 as have been delivered by the Borrower Representative to the Administrative Agent from time to time. As

of the Closing Date, the copies of the Organization Documents of each Loan Party and each amendment thereto provided pursuant to Section 4.02

are true and correct copies of each such document, each of which is valid and in full force and effect.

Section 3.14.          Margin

Regulations; Investment Company Act. (a) No Loan Party or Subsidiary is engaged or will be engaged, principally or as one

of its important activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U), or extending

credit for the purpose of purchasing or carrying margin stock. None of the proceeds of the Loans shall be used directly or indirectly

for the purpose of purchasing or carrying any margin stock, for the purpose of reducing or retiring any Indebtedness that was originally

incurred to purchase or carry any margin stock or for any other purpose that might cause any of the Loans to be considered a “purpose

credit” within the meaning of Regulations T, U or X.

(b)            None

of the Loan Parties or any Subsidiary is or is required to be registered as an “investment company” under the Investment

Company Act of 1940.

Section 3.15.          Disclosure.

No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of any Loan

Party to the Administrative Agent or any Lender in connection with the transactions contemplated hereby and the negotiation of this Agreement

or any other Loan Document or delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by other

information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements

therein, in the light of the circumstances under which they were made, not materially misleading; provided that, with respect

to projected financial information and pro forma financial information, the Loan Parties represent only that such information

was prepared in good faith based upon assumptions believed to be reasonable at the time furnished to the Lenders, it being understood

that such projections may vary from actual results and that such variations may be material, and using due care in the preparation of

such information, report, financial statement or certificate.

Section 3.16.          Compliance

with Laws. Each of the Loan Parties and the Subsidiaries is in compliance in all material respects with the requirements of all

Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which the failure

to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

Section 3.17.          Intellectual

Property; Licenses, Etc. The Loan Parties and the Subsidiaries own, or possess the right to use, all of the Material Intellectual

Property, licenses, permits and other authorizations that are reasonably necessary for the operation of their respective businesses,

without conflict with the rights of any other Person. To the best of the knowledge of the Loan Parties, no slogan or other advertising

device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by any Loan Party

or Subsidiary infringes upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or,

to the best of the knowledge of the Loan Parties, threatened, which, either individually or in the aggregate, would reasonably be expected

to have a Material Adverse Effect.

Section 3.18.          Labor

Matters. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there

are no strikes, lockouts, slowdowns or other material labor disputes against any Loan Party or any Subsidiary pending or, to the knowledge

of any Loan Party, threatened. The hours worked by and payments made to employees of the Loan Parties and the Subsidiaries have not been

in violation of the Fair Labor Standards Act and any other applicable federal, state, local or foreign Law dealing with such matters

in any material respect.

Section 3.19.          Security

Documents. The Security Documents create or will create when executed, to the extent purported to be created thereby, in favor

of the Collateral Agent, for the benefit of the Lenders referred to therein, a legal, valid, continuing and enforceable security interest

in the Collateral, the enforceability of which is subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws

affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding

in equity or at law.

Section 3.20.          Solvency.

(a) As of the Closing Date, after giving effect to the transactions consummated on such date, the Loan Parties and their Subsidiaries,

on a combined basis are Solvent.

(b)            No

transfer of property has been or will be made to or by any Loan Party and no obligation has been or will be incurred by any Loan Party

in connection with the transactions contemplated by this Agreement or the other Loan Documents with the intent to hinder, delay, or defraud

either present or future creditors of any Person.

Section 3.21.          Employee

Benefit Plans. Except to the extent set forth on Section 3.21, no Loan Party nor any of its Subsidiaries or any ERISA Affiliate

thereof maintains, sponsors, or participates in, contributes to or has any obligation to any Multiemployer Plans. Each Loan Party and

each of its Subsidiaries are in material compliance with all applicable provisions and requirements of applicable law, including ERISA

and the Code and the regulations and published interpretations thereunder with respect to each Employee Benefit Plan, and have performed

all their material obligations under each Employee Benefit Plan, in each case, except to the extent such non-performance would not reasonably

be expected to result in liabilities to the Loan Parties that would constitute a Material Adverse Effect. Each Employee Benefit Plan

which is intended to qualify under Section 401(a) of the Code has received a favorable determination letter from the Internal

Revenue Service indicating that such Employee Benefit Plan is so qualified (or may rely on a determination letter issued to the sponsor

of a master or prototype plan) and, to the knowledge of the Loan Parties and each of its Subsidiaries, nothing has occurred subsequent

to the issuance of such determination letter which would cause such Employee Benefit Plan to lose its qualified status. No ERISA Event

has occurred or is reasonably expected to occur, which would reasonably be expected to cause a liability of a Loan Party or any of its

Subsidiaries that would constitute a Material Adverse Effect. Except to the extent (i) set forth on Schedule 3.21, (ii) required

under Section 4980B of the Code or similar state laws or (iii) as would not reasonably be expected to have a Material Adverse

Effect, no Employee Benefit Plan provides health or welfare benefits (through the purchase of insurance or otherwise) for any retired

or former employee of to a Loan Party, any of its Subsidiaries or any of their respective ERISA Affiliates.

Section 3.22.          Brokers.

No broker or finder brought about the obtaining, making or closing of the Loans or transactions contemplated by the Loan Documents, and

no Loan Party, Subsidiary or Affiliate thereof has any obligation to any Person in respect of any finder’s or brokerage fees in

connection therewith.

Section 3.23.          Trade

Relations. There exists no actual or, to the knowledge of any Loan Party, threatened, termination or cancellation of, or any

material adverse modification or change in the business relationship of any Loan Party with any supplier material to its operations.

Section 3.24.          Material

Contracts. No Loan Party is in breach or in default in any material respect of or under any Material Contract and has not received

any notice of the intention of any other party thereto to terminate any Material Contract, in each case, that has had or would reasonably

be expected to have a Material Adverse Effect.

Section 3.25.          Financial

Sanctions List. No Group Member is on a Sanctions List.

Section 3.26.          Sanctions.

(a) No Group Member is using or will use the proceeds of this Agreement for the purpose of financing or making funds available directly

or indirectly to any person or entity which is listed on a Sanctions List, or located in a Sanctioned Country, to the extent such financing

or provision of funds would be prohibited by Sanctions or would otherwise cause any person to be in breach of Sanctions - including but

not limited to OFAC sanctions where such financing or provision of funds is or would be conducted by a person in the United States of

America.

(b)            No

Group Member is contributing or will contribute or otherwise make available the proceeds of this Agreement to any other person or entity

for the purpose of financing the activities of any person or entity which is listed on a Sanctions List, or located (or ordinarily resident)

in a Sanctioned Country, to the extent such contribution or provision of proceeds would be prohibited by Sanctions or would otherwise

cause any person to be in breach of Sanctions (including but not limited to OFAC sanctions where such contribution or provision of proceeds

is or would be conducted by a person in the United States of America).

the best of its knowledge and belief (having made due and careful enquiry) no Group Member: (i) has been or is targeted under any

Sanctions; or (ii) has violated or is violating any applicable Sanctions.

Section 3.27.          Anti-Terrorism;

Anti-Corruption. To the extent applicable, each of the Loan Parties and the Subsidiaries is in compliance in all material respects

with (a) the Trading with the Enemy Act, as amended, and each of the foreign assets control regulations of the United States Treasury

Department (31 C.F.R., Subtitle B, Chapter V, as amended) and any other enabling legislation or executive order relating thereto, and

(b) the USA PATRIOT Act; and (c) anti-corruption laws and regulations, including the Bribery Act 2010 (the “BA”)

and the United States Foreign Corrupt Practices Act of 1977 (the “FCPA”). No part of the proceeds of the Loans

will be used, directly or indirectly, for any payments to any governmental official or employee, political party, official of a political

party, candidate for political office, or anyone else acting in an official capacity, in order to improperly obtain, retain or direct

business or obtain any improper advantage or otherwise in violation of any applicable anti-bribery laws and regulations, including the

BA and FCPA. The Borrowers confirm to each Lender that any Loans made to it under this Agreement will be made solely for its own account

or for the account of a Group Member.

Section 3.28.          Material

Assets. The Group Members, collectively, own, lease or license all material assets and material access rights, taken together

as a whole, required to provide video, IP-delivered voice, and related services delivered via fiber optic or hybrid fiber-coaxial

networks within the area where the Listed Entity and its Subsidiaries currently operate within Connecticut, New Jersey and New York (including

Brooklyn and the Bronx), it being understood that certain services and access to certain assets and access rights are provided to Group

Members through the Shared Services Agreement and the IP License Agreement and that cash management activities related to customer receivables

will be undertaken in accordance with Section 2.1 of the Shared Services Agreement.Article IV

Conditions of Lending

Section 4.01.          Conditions

to Effectiveness.

The effectiveness of this

Agreement and the Commitments of the Lenders to make any Credit Extension on the Closing Date hereunder are subject to the satisfaction

of the following conditions:

(a)            The

Administrative Agent shall have received this Agreement duly executed and delivered (or counterparts hereof) by the Borrowers.

(b)            The

Agent Fee Letter shall have been duly executed by the Borrowers and the Administrative Agent.

Section 4.02.          Conditions

to the Closing Date.

The obligations of the Lenders

to make any Credit Extension hereunder on the Closing Date are subject to the satisfaction of the following conditions:

(a)             The

Borrowers, and each Initial Loan Party shall have (i) duly executed the Facility Guaranty and the Pledge and Security Agreement

and (ii) delivered to the Collateral Agent each document (including, without limitation, drafts of any UCC financing statement)

required by the Pledge and Security Agreement to be filed, registered or recorded to create, in favor of the Collateral Agent, for the

benefit of itself and the Lenders, a first priority and perfected security interest upon the Collateral that constitutes personal property,

all in form and substance reasonable satisfactory to the Initial Lender.

(b)            The

Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Gray International

LLP, New York counsel for the Borrowers, in form reasonably acceptable to the Initial Lender (i) dated the Closing Date, (ii) addressed

to the Administrative Agent, the Collateral Agent and the Lenders and (iii) covering such other matters relating to the Loan Documents

as the Initial Lender shall reasonably request, and the Borrowers hereby request such counsel to deliver such opinion.

Administrative Agent shall have received:

(i)                A

copy of the Organization Documents of each Loan Party.

(ii)               A

certificate of good standing in respect of such Loan Party (to the extent applicable in the jurisdiction of such Loan Party).

(iii)              A

copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the

terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and

perform the Loan Documents to which it is a party; (B) authorizing a specified person or persons to execute the Loan Documents to

which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all

documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with

the Loan Documents to which it is a party.

(iv)              A

specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents.

(v)               A

secretary’s certificate of or on behalf of each Loan Party in a form reasonably satisfactory to the Administrative Agent, which

shall, among other things, certify that attached thereto is a true and complete copy of the resolutions (or other evidence of authorization

acceptable to the Initial Lenders) of the Board of Directors of CSC approving and authorizing the Designation.

(vi)              A

certificate from the chief financial officer (or other Responsible Officer) of the Borrower Representative, substantially in the form

attached as Exhibit I hereto, certifying that the Loan Parties and their Subsidiaries, on a combined basis are Solvent.

(vii)             A

Borrowing Request with respect to the Term Loans to be borrowed on the Closing Date meeting the requirements of Article II (without

prejudice to the conditions precedent for such Borrowing set forth in this Section 4.02).

(d)            [Reserved]

(e)            The

Initial Lender shall have received documentation evidencing the release of (i) any guarantees provided by the Loan Parties in respect

of outstanding indebtedness of CSC; and (ii) all liens and security interests in the Collateral securing any outstanding indebtedness

of CSC, in each case in form and substance reasonably satisfactory to the Administrative Agent.

(f)             The

Initial Lender shall have received the Shared Services Agreement and the IP License Agreement each in form and substance reasonable satisfactory

to the Initial Lender.

(g)            [Reserved]

(h)            The

Administrative Agent shall have received (x) at least three (3) Business Days prior to the Closing Date (or such shorter period

agreed between the Borrower Representative and the Administrative Agent), all documentation and other information about the Loan Parties

that is reasonably requested in writing by the Administrative Agent or the Initial Lender at least five (5) Business Days prior

to the Closing Date (or such shorter period agreed between the Borrower Representative and the Administrative Agent) and is required

by United States regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations,

including without limitation Title III of the USA PATRIOT Act and (y) at least one (1) Business Day prior to the Closing Date

(or such shorter period agreed between the Borrower Representative and the Administrative Agent), if each Borrower qualifies as a “legal

entity customer” under the Beneficial Ownership Regulations, a Beneficial Ownership Certification (limited to a single LSTA form

beneficial ownership certification) in relation to each Borrower, if requested in writing by the Administrative Agent at least three

(3) Business Days prior to the Closing Date (or such shorter period agreed between the Borrower Representative and the Administrative

Agent).

(i)             Notwithstanding

the foregoing, to the extent any security interest in any Collateral of the Borrowers or an Initial Loan Party (other than to the extent

a Lien on such Collateral may be perfected by the filing of a financing statement under the Uniform Commercial Code) is not or cannot

be provided and/or perfected on or prior to the Closing Date after the Borrowers’ use of commercially reasonable efforts to do

so or without undue burden or expense, the provision and/or perfection of security interests in such Collateral shall not constitute

a condition precedent to the availability or initial funding of the Term Loans on the Closing Date but shall instead be required to be

delivered, provided, and/or perfected within 30 days after the Closing Date (or such later date as may be reasonably agreed by the Borrower

Representative and the Collateral Agent).

Section 4.03.          Conditions

to All Credit Extensions

The obligations of the Lenders

to fund Term Loans hereunder on the Closing Date, the Incremental Closing Date or the Second Incremental Closing Date, as applicable

(each such date, a “Borrowing Date”) are subject to the satisfaction of the following conditions:

(a)             (i)

the representations and warranties set forth in Article III and in each other Loan Document shall be true and correct in all material

respects (except that this materiality qualifier shall not be applicable to any representation or warranty that is already qualified

by materiality or “Material Adverse Effect”), on and as of such Borrowing Date with the same effect as though made on and

as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations

and warranties shall be true and correct in all material respects (except that this materiality qualifier shall not be applicable to

any representation or warranty that is already qualified by materiality or “Material Adverse Effect”), on and as of such

earlier date and (ii) no Default shall exist or would result from such proposed Term Loan or the application of the proceeds therefrom.

(b)            The

Administrative Agent shall have received a Borrowing Request as required by Article II.

Each Borrowing Request submitted

by the Borrowers shall be deemed to be a representation and warranty that the conditions specified in Sections 4.03(a) and (b) have

been satisfied on and as of the applicable Borrowing Date.

Section 4.04.          Conditions

to the Incremental Closing Date.

The obligations of the Lenders

to make any Credit Extension hereunder on the Incremental Closing Date are subject to the satisfaction of the following conditions:

(a)             Each

Loan Party shall have duly executed this Agreement.

(b)            The

Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Gray International

LLP, New York counsel for the Borrowers, in form reasonably acceptable to the Incremental Lender (i) dated the Incremental Closing

Date, (ii) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (iii) covering such other matters

relating to the Loan Documents as the Incremental Lender shall reasonably request, and the Borrowers hereby request such counsel to deliver

such opinion.

Administrative Agent shall have received:

(i)                 A

copy of the Organization Documents of each Loan Party.

(ii)               A

certificate of good standing in respect of such Loan Party (to the extent applicable in the jurisdiction of such Loan Party).

(iii)

A copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan

Party (A) approving the terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving

that it execute, deliver and perform the Loan Documents to which it is a party; (B) authorizing a specified person or persons to

execute the Loan Documents to which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf,

to sign and/or deliver all documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it

under or in connection with the Loan Documents to which it is a party.

(iv)

A specimen of the signature of each person authorised by the resolution in relation to the Loan Documents

and related documents.

(v)

A secretary’s certificate of or on behalf of each Loan Party in a form reasonably satisfactory

to the Administrative Agent.

(vi)

A certificate from the chief financial officer (or other Responsible Officer) of the Borrower Representative, substantially

in the form attached as Exhibit I hereto, certifying that the Loan Parties and their Subsidiaries, on a combined basis are Solvent.

(vii)             A

Borrowing Request with respect to the Term Loans to be borrowed on the Incremental Closing Date meeting the requirements of Article II

(without prejudice to the conditions precedent for such Borrowing set forth in this Section 4.04).

(d)            The

ABS Refinancing shall be consummated concurrently with the borrowing of the Incremental Term Loans on the Incremental Closing Date.

(e)            The

Shared Services Agreement and the IP License Agreement shall have been amended to appropriately include the ABS Loan Parties in form

and substance reasonably satisfactory to the Administrative Agent.

Section 4.05.          Conditions

to the Second Incremental Closing Date.

The obligations of the Lenders

to make any Credit Extension hereunder on the Second Incremental Closing Date are subject to the satisfaction of the following conditions:

(a)            Each

Loan Party shall have duly executed this Agreement.

(b)            The

Administrative Agent shall have received, on behalf of itself and the Lenders, a legal opinion of Ropes & Gray International

LLP, New York counsel for the Borrowers, in form reasonably acceptable to the Incremental Lender (i) dated the Second Incremental

Closing Date, (ii) addressed to the Administrative Agent, the Collateral Agent and the Lenders and (iii) covering such other

matters relating to the Loan Documents as the Second Incremental Lender shall reasonably request, and the Borrowers hereby request such

counsel to deliver such opinion.

Administrative Agent shall have received:

(i)

A copy of the Organization Documents of each Loan Party (or, if applicable, a certification that no amendment,

modification or supplement has been made to such Organizational Documents since the Incremental Closing Date or, with respect to the

ABS Transaction Parties, the ABS Joinder Date).

(ii)                A

certificate of good standing in respect of such Loan Party (to the extent applicable in the jurisdiction of such Loan Party).

(iii)               A

copy of a resolution of the board or, if applicable, a committee of the board, of directors of each Loan Party (A) approving the

terms of, and the transactions contemplated by, the Loan Documents to which it is a party and resolving that it execute, deliver and

perform the Loan Documents to which it is a party; (B) authorizing a specified person or persons to execute the Loan Documents to

which it is a party on its behalf; and (C) authorising a specified person or persons, on its behalf, to sign and/or deliver all

documents and notices (including, if relevant, any Borrowing Request) to be signed and/or delivered by it under or in connection with

the Loan Documents to which it is a party.

(iv)              A

specimen of the signature of each person authorised by the resolution in relation to the Loan Documents and related documents (or, if

applicable, a certification that no amendment, modification or supplement has been made to such specimen signatures since the Incremental

Closing Date or, with respect to the ABS Transaction Parties, the ABS Joinder Date).

(v)               A

secretary’s certificate of or on behalf of each Loan Party in a form reasonably satisfactory to the Administrative Agent.

(vi)              A

certificate from the chief financial officer (or other Responsible Officer) of the Borrower Representative, substantially in the form

attached as Exhibit I hereto, certifying that the Loan Parties and their Subsidiaries, on a combined basis are Solvent.

(vii)             A

Borrowing Request with respect to the Term Loans to be borrowed on the Second Incremental Closing Date meeting the requirements of Article II

(without prejudice to the conditions precedent for such Borrowing set forth in this Section 4.05).

Section 4.06.       Matters

applicable to All Term Loans

For purposes of determining

compliance with the conditions specified in this Article IV, each Lender that has delivered an executed signature page to this

Agreement shall be deemed to have received, consented to, approved accepted or to be satisfied with, each document or other matter required

thereunder to be received, consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agent shall

have received notice from such Lender prior to the proposed Borrowing Date specifying its objection thereto.

Article V

Affirmative Covenants

The Borrowers and each Guarantor,

covenant and agree with each Lender that from and after the Closing Date, so long as this Agreement shall remain in effect, and until

the Commitments have been terminated and the principal of and interest on each Term Loan and all Fees and all other expenses or amounts

payable under any Loan Document shall have been paid in full (other than contingent indemnification obligations not then due and payable),

or unless the Required Lenders shall otherwise consent in writing, the Borrowers, each Guarantor and CSC will, to the extent provided

below, cause each of the Loan Parties and their Subsidiaries to comply with the covenants set forth in this Agreement and to:

Section 5.01.         Projections.

Deliver to the Administrative Agent (for distribution to each Lender), as soon as available, but in any event no more than 90 days after

the end of each fiscal year commencing with the fiscal year during which the Closing Date occurs, forecasts prepared using fiscal periods

for any applicable fiscal years (including, if applicable, the fiscal year in which the Maturity Date occurs) as customarily prepared

by management of the Borrower Representative for its internal use (the “Projections”), which shall be accompanied

by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith on the basis of the assumptions

stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it being understood

that actual results may vary from such Projections and that such variations may be material.

Section 5.02.         Certificates;

Other Information. (a) Deliver to the Administrative Agent and, upon the Administrative Agent’s request each Lender,

in form and detail satisfactory to the Administrative Agent:

(i)                 promptly

after the receipt thereof by the Loan Parties and the Subsidiaries, a copy of any “management letter” received by any such

Person from its certified public accountants and the management’s response thereto;

(ii)                promptly

after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with

its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including

the USA PATRIOT Act; and

(iii)               promptly,

such additional information regarding the business affairs, financial condition or operations of any Loan Party or any Subsidiary, or

compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request.

(b)            Documents

required to be delivered pursuant to Section 6.10 may be delivered electronically and if so delivered, shall be deemed to have been

delivered on the date (i) specified in Section 9.01 with respect to e-mail communications, (ii) on which the Borrower

Representative posts such documents, or provides a link thereto on the Borrowers’ website on the Internet at the website address

listed on Schedule 9.01(a); or (3) on which such documents are posted on the Borrowers’ behalf on an Internet or intranet

website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether

sponsored by the Administrative Agent); provided, that (x) the Borrower Representative shall notify the Administrative Agent

and each Lender (by telecopier or e-mail) of the posting of any such documents and (y) if for any reason the Administrative Agent

is unable to obtain electronic versions of the documents posted, promptly upon the Administrative Agent’s request provide to the

Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. The Administrative Agent shall have

no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility

to monitor compliance by the Loan Parties with any such request for delivery, and each Lender shall be solely responsible for requesting

delivery to it or maintaining its copies of such documents.

Borrowers hereby acknowledge and agrees that all financial statements and certificates furnished pursuant to Sections Section 6.10(a)(1) and

Section 6.10(a)(2) are hereby deemed to be Borrower Materials suitable for distribution, and to be made available, to Public

Lenders, as contemplated by Section 9.01(f) and may be treated by the Administrative Agent and the Lenders as if the same has

been marked “PUBLIC” in accordance with such paragraph.

Section 5.03.          Notices.

Promptly notify the Administrative Agent of: (a) as soon as possible after a Responsible Officer of either Borrower knows thereof,

the occurrence of any Default or Event of Default, specifying the nature and extent thereof and the corrective action (if any) taken

or proposed to be taken with respect thereto;

(b)            as

soon as possible after a Responsible Officer of either Borrower knows thereof, any filing or commencement of, or any written threat or

notice of intention of any person to file or commence, any action, suit, litigation or proceeding, whether at law or in equity by or

before any Governmental Authority against a Loan Party or any of the Subsidiaries that could reasonably be expected to result in a Material

Adverse Effect; and

upon becoming aware of the occurrence of any ERISA Event, a written notice specifying the nature thereof, what action the Borrowers,

the Loan Parties, their Subsidiaries or any of their respective ERISA Affiliates has taken, is taking or proposes to take with respect

thereto and, when known, any action taken or threatened by the Internal Revenue Service, the U.S. Department of Labor or the PBGC with

respect thereto; and (ii) with reasonable promptness, copies of (A) each Schedule B (Actuarial Information) to the annual report

(Form 5500 Series) filed by a Loan Party or any of its Subsidiaries with the Internal Revenue Service with respect to each Employee

Benefit Plan; (B) all notices received by a Loan Party or any of its Subsidiaries from a Multiemployer Plan sponsor concerning the

occurrence of an actual ERISA Event; and (C) copies of such other documents or governmental reports or filings relating to such

ERISA Event as Administrative Agent shall reasonably request.

Each notice pursuant to this

Section 5.03 shall be accompanied by a statement of a Responsible Officer of the Borrower Representative setting forth details of

the occurrence referred to therein and stating what action the Borrowers have taken and propose to take with respect thereto. Each notice

pursuant to Section 5.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document

that have been breached.

Section 5.04.          Payment

of Obligations. Pay and discharge as the same shall become due and payable, all its obligations and liabilities, including (a) all

material Taxes, assessments and governmental charges or levies upon it or its properties, assets, income or profits before the same shall

have become delinquent or in default, (b) all lawful claims (including claims of landlords, warehousemen, freight forwarders and

carriers, and all claims for labor materials and supplies or otherwise) which, if unpaid, would by law become a Lien upon its property;

and (c) all Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or

agreement evidencing such Indebtedness, except, in each case under clauses (a), (b) or (c), where (i)(A) the validity or amount

thereof is being contested in good faith by appropriate proceedings, (B) such Loan Party has set aside on its books adequate reserves

with respect thereto in accordance with GAAP and (C) such contest effectively suspends collection of the contested obligation and

enforcement of any Lien securing such obligation or (ii) the failure to make payment pending such contest would not reasonably be

expected to result in a Material Adverse Effect.

Section 5.05.          Preservation

of Existence. (a) Preserve, renew and maintain in full force and effect its legal existence and good standing under the

Laws of the jurisdiction of its organization or formation except in a transaction permitted by Section 6.18 and 6.19 if, other than

in respect of the Borrowers, the failure to do so would reasonably be expected to have, individually or in the aggregate, a Material

Adverse Effect; provided, however, that in no event shall either Borrower change its jurisdiction of organization to a

jurisdiction other than the United States of America, or any State of the United States or the District of Columbia; (b) take all

necessary action to maintain and keep in full force and effect all rights, privileges, permits, licenses and franchises material to the

normal conduct of its business if the failure to do so would reasonably be expected to have, individually or in the aggregate, a Material

Adverse Effect; and (c) preserve or renew all of its Material Intellectual Property, except to the extent such Material Intellectual

Property (i) is no longer used or useful in the business of any Loan Party or Subsidiary and (ii) is not otherwise material

to the business of the Loan Parties and Subsidiaries, taken as a whole, in any respect.

Section 5.06.          Maintenance

of Properties. (a) Maintain, preserve and protect all of its material properties and equipment material to the operation

of its business in good working order and condition, ordinary wear and tear excepted; and (b) make all repairs thereto and renewals,

improvements, additions and replacements thereof necessary in order that the business carried on in connection therewith may be properly

conducted at all times except, in each case, if the failure to do so would not reasonably be expected to have, individually or in the

aggregate, a Material Adverse Effect.

Section 5.07.          Maintenance

of Insurance. Maintain with insurance companies that the Borrowers believe (in the good faith judgment of its management) are

financially sound and reputable insurance companies at the time the relevant coverage is placed or renewed and that are not Affiliates

of the Loan Parties, insurance with respect to its properties and business against loss or damage of the kinds customarily insured against

by Persons engaged in the same or similar business and operating in the same or similar locations (after giving effect to any self-insurance

reasonable and customary for similarly situated Persons engaged in a Similar Business).

Section 5.08.          Compliance

with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable

to it or to its business or property, except in such instances in which the failure to comply therewith would not reasonably be expected

to have a Material Adverse Effect.

Section 5.09.          Books

and Records; Accountants. Maintain proper books of record and account, in which full, true and correct entries in conformity

with GAAP or local generally accepted accounting principles, as the case may be, consistently applied shall be made of all financial

transactions and matters involving the assets and business of the Loan Parties or such Subsidiary, as the case may be; and maintain such

books of record and account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction

over the Loan Parties or such Subsidiary, as the case may be.

Section 5.10.          Inspection

Rights. Subject to any applicable confidentiality undertakings or stock exchange regulations, permit representatives and independent

contractors of the Administrative Agent to visit and inspect any of its properties, to examine its corporate, financial and operating

records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers,

and Registered Public Accounting Firm at such reasonable times during normal business hours upon reasonable advance notice to the Borrower

Representative; provided that the Administrative Agent shall not exercise such rights more than twice in any calendar year and only one

such exercise will be at the expense of the Loan Parties; provided further that when an Event of Default exists, the Administrative Agent

(or any of its representatives or independent contractors) may do any of the foregoing at the expense of the Loan Parties at any time

during normal business hours upon reasonable advance notice to the Borrower Representative.

Section 5.11.          Use

of Proceeds. (a) Apply the proceeds of the Commitments, directly or indirectly, (i)(x) to finance the repayment in

full of the 2025 Incremental Term Loans (as defined in the CSC Credit Agreement) (in the case of the Initial Term Loan Commitments) and

(y) finance the ABS Refinancing (in the case of the Incremental Term Loan Commitments), (ii) for general corporate purposes,

which may include repayment of other indebtedness of CSC (including reductions in amounts outstanding under the revolving facilities

under the CSC Credit Agreement) and funding of operational liquidity requirements of CSC (including capital expenditures) and (iii) to

pay fees and expenses in connection with the Transactions, the ABS Refinancing, the borrowing of the Incremental Term Loans and the borrowing

of the Second Incremental Term Loans.

(b)            The

Borrowers will not request any Borrowing, and the Borrowers shall not use, and shall procure that no Group Member will use the proceeds

of any Borrowing (i) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any

person or entity which is listed on a Sanctions List or owned or controlled by a person or entity listed on a Sanctions List, or in any

Sanctioned Country, to the extent such funding, financing, or facilitating would be prohibited by Sanctions or would otherwise cause

any person to be in breach of Sanctions (including but not limited to OFAC sanctions where such contribution or provision of proceeds

is or would be conducted by a person in the United States of America) or (ii) in any manner that would result in the violation of

any Sanctions applicable to any party hereto.

Section 5.12.          Information

Regarding the Collateral. Furnish to the Administrative Agent and the Collateral Agent any information regarding the Collateral

or a Guarantor that is required to be provided pursuant to the Pledge and Security Agreement.

Section 5.13.          Further

Assurances and Post-Closing Covenant.

(a)             Execute

any and all further documents, financing statements, agreements and instruments, and take all such further actions (including the filing

and recording of financing statements and other documents) which the Administrative Agent may reasonably request, to carry out the terms

and conditions of this Agreement and the other Loan Documents and to establish, maintain, renew, preserve or protect the rights and remedies

of Administrative Agent and other Lenders hereunder and under the other Loan Documents, or to grant, preserve, protect or perfect the

Liens created or intended to be created by the Security Documents or the validity or priority of any such Lien, all at the expense of

the Loan Parties. The Loan Parties agree to provide to the Administrative Agent, from time to time upon its reasonable request, evidence

reasonably satisfactory to the Administrative Agent as to the perfection and priority of the Liens created or intended to be created

by the Security Documents.

(b)             Within

the deadlines or the time periods after the Closing Date specified in Schedule 5.13 or such later date as the Administrative Agent reasonably

agrees to in writing (email among counsels being sufficient), including to reasonably accommodate circumstances unforeseen on the Closing

Date, deliver the documents or take the actions specified in Schedule 5.13. This Section 5.13(b) shall be deemed to qualify

the representations, warranties, covenants and other agreements in the Loan Documents such that no inaccuracy or breach thereof shall

arise in respect of the matters set forth in this section prior to the time by which such actions are required to be taken pursuant to

this Section 5.13(b). No representation or warranty is made under any Loan Document with respect to Cablevision of Ossining, Limited

Partnership, a Massachusetts limited partnership, until such time as it becomes a Loan Party.

the deadlines or the time periods after the Incremental Closing Date specified in Schedule 5.13(c) or such later date as the Administrative

Agent reasonably agrees to in writing (email among counsels being sufficient), including to reasonably accommodate circumstances unforeseen

on the Closing Date, deliver the documents or take the actions specified in Schedule 5.13(c). This Section 5.13(c) shall be

deemed to qualify the representations, warranties, covenants and other agreements in the Loan Documents such that no inaccuracy or breach

thereof shall arise in respect of the matters set forth in this section prior to the time by which such actions are required to be taken

pursuant to this Section 5.13(c).

Section 5.14.          Guarantee

and Security Requirements. (a) Cause (i) each Subsidiary of any Loan Party that is not a Loan Party or an Excluded

Subsidiary (only for so long as such Person is an Excluded Subsidiary) to (A) become a Guarantor hereunder by executing and delivering

to the Administrative Agent a Facility Guaranty Joinder and execute and deliver grantor supplements or acknowledgements with respect

to any other Intercreditor Agreement then in effect, (B) become a Grantor under the Pledge and Security Agreement by executing and

delivering to the Collateral Agent (along with copies to the Administrative Agent) a Pledge Supplement, no later than 30 days after the

date the relevant Subsidiary is formed or ceases to be an Excluded Subsidiary, or in each case, such later date as may be reasonably

agreed by the Borrower Representative and the Administrative Agent and (C) execute and/or deliver to the Administrative Agent and

Collateral Agent as applicable (x) customary legal opinions of New York counsel to the Borrowers and of local counsel in the jurisdiction

or organization of such Subsidiary, in form reasonably acceptable to the Administrative Agent, addressed to the Administrative Agent,

the Collateral Agent and the Lenders and covering substantially the same matters relating to the Loan Documents as the matters covered

in any opinion provided on the Closing Date pursuant to Section 4.02, (y) the documents specified in Section 4.02(c),

substantially in the same form as agreed to be provided with respect to the Loan Parties as of the Closing Date, subject to any modifications

required by changes in applicable laws or regulations and (z) if required by the relevant Security Documents, stock, share or membership

certificates and corresponding blank powers or equivalent transfer forms as applicable with respect to any Subsidiaries owned by Loan

Parties (except the extent constituting Excluded Collateral); provided that such delivery shall be required within 30 days after

the date the relevant Person becomes a Guarantor, or in each case, such later date as may be reasonably agreed by the Administrative

Agent and (ii) CSC TKR Intermediate, LLC (A) to own at all times 100% of the Capital Stock of CSC TKR, LLC and (B) not

to become a Loan Party. The Borrower Representative, upon at least 30 days’ notice to the Lenders (and following delivery

of all information requested by any Lender to comply with applicable “know your customer” requirements to the extent

requested at least 10 Business Days prior to the date of any such amendment) (or, in each case, any shorter period reasonably agreed

with the Administrative Agent), may elect to join additional Subsidiaries of CSC as Guarantors pursuant to the documentation specified

in the immediately preceding sentence, and if required, amendments to this Agreement and the other Loan Documents to the extent that

(i) such Subsidiaries are not Guarantors of any Indebtedness of CSC or any of its Subsidiaries other than Group Members (or

Persons that will be Group Members after giving effect to such amendments), (ii) either such Subsidiaries directly or indirectly

(through their wholly-owned Subsidiaries) are engaged principally in the business of owning and operating Fiber Assets or hybrid fiber-coaxial

networks (and related assets) or (z) any other Subsidiaries consented to by the Initial Lender (such consent not to be unreasonably

withheld, conditioned or delayed) provided no such consent shall be required if the Initial Lender, together with any of its Affiliates

holds less than the lesser of (x) $1,000 million and (y) 50% of the sum of the Total Outstandings), (iii) such

Subsidiaries do not have any Indebtedness for borrowed money, (iv) [reserved] and (v) the addition of such Subsidiaries as

Loan Parties shall not result in a pro forma increase in the percentage of Combined EBITDA that is owned by Subsidiaries that are not

Loan Parties for the most recent four fiscal quarter period.

(b)            Notwithstanding

anything to the contrary herein or in any other Loan Document, it is understood and agreed that (i) the Administrative Agent may

grant extensions of time for the creation and perfection of security interests in, or obtaining of title insurance, legal opinions, surveys

or other deliverables with respect to, particular assets or the provision of any Loan Guarantee by any Person, and each Lender hereby

consents to any such extension of time; (ii) any joinder or supplement to any Loan Guarantee, any Security Document or any other

Loan Document executed by any Person that is required to become a Loan Party pursuant to this Section 5.14 may, with the consent

of the Administrative Agent (not to be unreasonably withheld, conditioned or delayed), include such schedules (or updates to schedules)

or limitations as may be necessary to qualify any representation or warranty with respect to such Person set forth in any Loan Document

to the extent necessary to ensure that such representation or warranty is true and correct to the extent required thereby or by the terms

of any other Loan Document, (iii) no Loan Party shall be required to seek any landlord waiver, bailee letter, estoppel, warehouseman

waiver or other collateral access, lien waiver or similar letter or agreement, (iv) in no event shall notices be required to be

sent, nor shall the Administrative Agent or Collateral Agent be permitted to send to account debtors or other contractual third-parties

prior to the occurrence and during the continuation of an acceleration of the Obligations pursuant to Section 7.01, (v) no

Loan Party will be required to (A), take any action outside the U.S. to grant or perfect any security interest in any asset located outside

of the U.S. (other than as may be perfected by the filing of a UCC financing statement), (B) execute any security agreement, pledge

agreement, mortgage, deed or charge governed by the laws of a jurisdiction other than a jurisdiction in the U.S. or (C) make any

intellectual property filing, conduct any intellectual property search or prepare any schedule of intellectual property, in each case,

in a jurisdiction other than the U.S.; (vi) in no event will the Collateral include any Excluded Collateral, (vii) no Loan

Party shall be required to perfect a security interest in any asset to the extent perfection of a security interest in such asset would

be prohibited under any applicable requirement of Law, (viii) any Lien required to be granted from time to time pursuant to this

Section 5.14 shall be subject to the exceptions and limitations set forth in the Security Documents and (ix) the Administrative

Agent shall not require the taking of a Lien on, or require the perfection of any Lien granted in, those assets as to which the cost

of obtaining or perfecting such Lien (including any mortgage, stamp, intangibles or other Tax or expenses relating to such Lien) is excessive

in relation to the benefit to the Lenders of the security afforded thereby as reasonably determined by the Borrower Representative and

the Administrative Agent.

Section 5.15.          [Reserved.]

Section 5.16.          [Reserved.]

Section 5.17.          Sanctions.

(a)            Neither

Borrower nor any Guarantor shall (and each Loan Party shall procure that no Group Member will):

(i)             contribute

or otherwise make available the proceeds of this Agreement, directly or indirectly, to any Person or entity (whether or not related to

any Group Member) for the purpose of financing the activities of any person or entity which is listed on a Sanctions List, or owned or

controlled by a person or entity listed on a Sanctions List, or currently located in a Sanctioned Country, to the extent such contribution

or provision of proceeds would be prohibited by Sanctions or would otherwise cause any person to be in breach of Sanctions, including

but not limited to OFAC sanctions where such contribution or provision of proceeds is or would be conducted by a person in the United

States of America; or

(ii)             fund

all or part of any repayment under this Agreement out of proceeds derived from transactions which would be prohibited by Sanctions or

would otherwise cause any person to be in breach of Sanctions.

(b)            The

Borrowers and each Guarantor shall (and the Borrowers shall ensure that each Group Member) ensure that appropriate controls and safeguards

are in place designed to prevent any proceeds of this Agreement from being used contrary to Section 5.17(a).

Article VI

Negative Covenants

Section 6.01.          Prohibition

on Liability Management Exercises.

The Loan Parties shall not, and shall not permit

any of their respective Subsidiaries to, at any time, directly or indirectly, consummate, engage in, permit to occur, arrange, negotiate,

or structure any Liability Management Exercise (or any transaction or series of related transactions in connection with or otherwise

relating to any Liability Management Exercise), or enter into any agreement or arrangement, or take any other action, in connection with

or in respect of any of the foregoing. For purposes hereof, “Liability Management Exercise” means (A) any

reorganization, refinancing, retirement, extension, tender, exchange, replacement, repurchase or defeasance (or any amendment, modification,

extension or other transaction having any such or similar effect) (collectively, “refinance” or “refinancing”)

of any Indebtedness for borrowed money of CSC, or of any Parent or Subsidiary thereof (including any Loan Party or any Subsidiary thereof),

including any of the Obligations (such Indebtedness, including any successive refinancings, the “Original Indebtedness”)

with, or in exchange for, any other Indebtedness (excluding the Incremental Term Loans, the Second Incremental Term Loans or any other

Indebtedness that is expressly permitted to rank pari passu or junior in payment and/or right of security pursuant to the terms of this

Agreement as in effect on the Closing Date) (the “New Indebtedness”) (or any proceeds thereof) that ranks pari

passu with, or senior to, any of the Obligations, whether contractually, structurally, effectively (including lien priority) or temporally

(including as a result of having a shorter weighted average life to maturity, or more onerous debt service or other payment-related requirements,

including amortization or sinking fund obligations), including, for the avoidance of doubt, and without limitation, (1) as to any

right of payment or any ranking in any waterfall (including any right to direct any application of any payments or proceeds of collateral),

any Lien priority or any rights with respect to any collateral or other assets, any right to control or direct any exercise of remedies

or enforcement actions, or otherwise, including relating to any collateral, guarantee or other type of credit support (including (x) any

credit support provided by any LME Affiliate, or (y) issuance of Capital Stock of any LME Affiliate or any transfer of assets by

such LME Affiliate to the holders of the Original Indebtedness), or (2) through a “double dip”, “pari plus”,

or other structure pursuant to which any holder of such New Indebtedness receives, or may receive, (X) more than $1 of claims or

(Y) more than one claim for each $1 provided pursuant to any financing arrangements; (B) any transaction or series of transactions

involving the conveyance, sale, lease, or other disposition or transfer of any assets of any Loan Party or any Subsidiary or Affiliate

thereof (including, without limitation, Capital Stock of any Subsidiary but excluding any cash or cash equivalents transferred in a transaction

permitted by this Agreement as in effect on the Closing Date) (such assets, the “Group Assets”), in each case, in

connection with any refinancing in whole or in part of any Original Indebtedness (except any refinancing expressly permitted by this

Agreement, as in effect on the Closing Date); (C) any purchase, repurchase, repayment or prepayment (including via any participation,

total return swap or other synthetic transfer or derivative transaction) (x) by CSC or any of its Affiliates (including by any Loan

Party or Subsidiary or Affiliate thereof) of any Original Indebtedness at a price below par pursuant to any transaction in connection

with which any Group Assets are (directly or indirectly) transferred (whether as a dividend or other distribution, investment, disposition

or otherwise) or (y) by any Loan Party or any Subsidiary or Affiliate thereof of any Indebtedness that is subordinated to, or ranks

junior (whether contractually, structurally, effectively (including lien priority) or temporally, as described above) to, any of the

Obligations in connection with anything described in clause (A) or (B) above; (D) any amendment, modification, waiver

or transaction that would permit any Person that is a Loan Party or a Subsidiary of a Loan Party to be designated as an “unrestricted

subsidiary”; and/or (E) any other transaction the effect of which releases any Loan Guarantee, unless the primary purpose

of such transaction is not to release such Loan Guarantee and was consummated for a bona fide business purpose, on an arm’s length

basis with an unaffiliated third party for cash at fair market value (as determined by the Board of Directors of the Borrower Representative

in good faith). Notwithstanding the above, “Liability Management Exercise” shall not include any such transaction pursuant

to which (i) the creditors of any New Indebtedness have recourse only to any assets that are not Group Assets or (ii) no proceeds

of Group Assets are being used.

Section 6.02.          Prohibition

on Outside Accounts.

No Loan Party shall open or maintain any deposit

account or securities account, other than Excluded Collateral, at any institution other than the Administrative Agent (or any of its

affiliates) unless a control agreement is entered into in respect thereof prior to such time as the balance therein exceeds $1 million.

Section 6.03.          [Reserved.]

Section 6.04.          Limitation

on Indebtedness.

(a)            No

Loan Party will, and no Loan Party will permit any of its Subsidiaries to, Incur any Indebtedness; provided, however,

that the Loan Parties may Incur (x) Junior Debt so long as the Combined Net Leverage Ratio does not exceed 5.75:1.00, determined

as of the date of Incurrence of such Indebtedness, and on a pro forma basis for the Incurrence of such Indebtedness (including

a pro forma application of the net proceeds therefrom), (y)(I) Pari Passu Debt in a Permitted CSC Revolver Refinancing Transaction

with an aggregate claim that is pari passu in rights to the Collateral with the Obligations not to exceed $1,000 million and (II) any

other Pari Passu Debt in an aggregate principal amount not to exceed $750 million; provided that in the case of this clause (y)(II):

(i) on the date of Incurrence of any such Pari Passu Debt, the Borrowers shall pay to the Administrative Agent, for the account

of each Lender, a fee equal to (1) 1.00% of the principal amount of such Lender’s Term Loans outstanding on such date divided

by (2) a quotient obtained by dividing $750 million by the aggregate principal amount of Pari Passu Debt being Incurred on such

date (e.g., assuming an Incurrence of $375 million of Pari Passu Debt, the fee payable would be 0.50% of the principal amount of such

Lender’s Term Loans), (ii) the proceeds of such Pari Passu Debt shall only be used to fund capital expenditures relating to

Fiber Assets owned or to be acquired by Group Members (including acquisitions, customer migrations to fiber and fiber customer acquisitions)

and (iii) at the option of the Borrowers, this Agreement may be amended without the consent of any Lender so that such Pari Passu

Debt is incurred as a class of loans funded under this Agreement pursuant to an amendment in form reasonably satisfactory to the Administrative

Agent and consistent with the definition of Pari Passu Debt and (z) any other Pari Passu Debt in an aggregate principal amount not

to exceed $250 million; provided that in the case of this clause (z): (i) no fee pursuant to clause (y)(i) above shall

be payable to the Lenders in connection with the Incurrence of such Pari Passu Debt pursuant to this clause (z), (ii) the proceeds

of such Pari Passu Debt shall be used for working capital purposes, (iii) at the option of the Borrowers and JPMCF, this Agreement

may be amended without the consent of any Lender so that such Pari Passu Debt is incurred as a class of loans funded under this Agreement

pursuant to an amendment in form reasonably satisfactory to the Administrative Agent and consistent with the definition of Pari Passu

Debt, and (iv) such Pari Passu Debt may only be lent by JPMCF (or its Affiliates), provided that this clause (z)(iv) shall

not apply if the Borrower Representative, acting in good faith, offers JPMCF the right to provide such Pari Passu Debt, and JPMCF either

(A) declines to make any offer to provide such Pari Passu Debt or (B) fails to respond within ten (10) Business Days of

JPMCF’s receipt of such offer from the Borrower Representative.

(b)            Section 6.04(a) above

will not prohibit the Incurrence of the following items of Indebtedness:

(1)            Indebtedness

Incurred pursuant to the Loan Documents (including all Term Loans funded prior to or on the Second Incremental Closing Date);

(2)             (a) (i) Guarantees

by a Loan Party of any Indebtedness of another Loan Party, and (ii) Guarantees by a Subsidiary that is not a Loan Party of any Indebtedness

of any other Subsidiary that is not a Loan Party, but, in the case of each of the foregoing, solely if and to the extent that such guaranteed

Indebtedness was permitted to be incurred by another provision of this Section 6.04; provided that, if such Indebtedness

constitutes Junior Debt, then the Guarantee of such Indebtedness shall also constitute Junior Debt, or (b) without limiting Section 6.06, Indebtedness

arising by reason of any Lien granted by a Loan Party or any Subsidiary securing Indebtedness of a Loan Party or any Subsidiary, so long

as the Incurrence of such Indebtedness is not prohibited by the terms of this Agreement; provided that this clause (b) shall

not permit any Lien granted by a Loan Party to secure any Indebtedness of a Subsidiary that is not a Loan Party;

(3)            Indebtedness

of either Borrowers owing to and held by any Loan Party or Subsidiary, or Indebtedness of a Loan Party or Subsidiary owing to and held

by either Borrower, a Loan Party or any Subsidiary; provided, however, that any such Indebtedness incurred pursuant to this Section 6.04(b)(3) shall

be subject to the provisions of the Global Intercompany Note; provided, further, that such Indebtedness must be (x) incurred

in the ordinary course of business for legitimate operational purposes (as determined in good faith by the Board of Directors of the

Borrower Representative), (y) unsecured and (z) expressly subordinated to the prior payment in full in cash of all obligations

then due with respect to the Loans, in the case of the Borrowers, or the Loan Guarantees, in the case of a Guarantor; provided

that:

(i) any subsequent issuance or transfer

of Capital Stock or any other event which results in any such Indebtedness being beneficially

held by a Person other than a Loan Party or a Subsidiary; and

(ii) any sale or other transfer of any such

Indebtedness to a Person other than a Loan Party or a Subsidiary,

shall be deemed, in each case,

to constitute an Incurrence of such Indebtedness not permitted by this Section 6.04(b)(3) by a Loan Party or such Subsidiary,

as the case may be;

(4)             Any

Indebtedness (other than Indebtedness described in Section 6.04(b)(1)) outstanding on the Closing Date (after giving effect to the

Transactions) provided that any such item of Indebtedness with an aggregate outstanding principal amount on the Closing Date in

excess of $5 million shall be set forth on Schedule 3.08(c);

(5)             Indebtedness

Incurred pursuant to the ABS Loan Documents, provided that no Indebtedness shall be permitted to be outstanding pursuant to this

Section 6.04(b)(5) following the Incremental Closing Date;

(6)             [reserved];

(7)             Indebtedness

under Currency Agreements or Interest Rate Agreements entered into in order to hedge any operating expenses and capital expenditures

Incurred in the ordinary course of business, entered into for bona fide hedging purposes of the Loan Parties or the Subsidiaries

and not for speculative purposes;

(8)             Indebtedness

consisting of (A) mortgage financings, Purchase Money Obligations or other financings Incurred in the ordinary course of business

for the purpose of financing all or any part of the purchase price or cost of design, construction, installation or improvement of property

(real or personal), plant or equipment or other assets used or useful in a Similar Business, so long as incurred within 270 days of such

purchase, design, construction, installation or improvement, or (B) Indebtedness otherwise Incurred in the ordinary course of business

to finance the purchase, lease, rental or cost of design, construction, installation or improvement of property (real or personal), plant

or equipment that is used or useful in a Similar Business, in an aggregate outstanding principal amount which, when taken together with

the principal amount of all other Indebtedness Incurred pursuant to this Section 6.04(b)(8) and then outstanding, will not

exceed at any time outstanding $150 million; provided that any Indebtedness incurred under this Section 6.04(b)(8) may

be refinanced with additional Indebtedness in an amount equal to the principal of the Indebtedness so refinanced, plus any additional

amount to pay premiums (including tender premiums), accrued and unpaid interest, expenses, defeasance costs and fees in connection therewith;

(9)             Indebtedness

in respect of (a) workers’ compensation claims, self-insurance obligations, performance, indemnity, surety, judgment, appeal,

advance payment, customs, VAT or other tax or other guarantees or other similar bonds, instruments or obligations and completion guarantees

and warranties provided by a Loan Party or a Subsidiary or relating to liabilities, obligations or guarantees Incurred in the ordinary

course of business or in respect of any governmental requirement, including in relation to a governmental requirement to provide a guarantee

or bond, (b) letters of credit, bankers’ acceptances, guarantees or other similar instruments or obligations issued or relating

to liabilities or obligations Incurred in the ordinary course of business, provided, however, that upon the drawing of such letters

of credit or other instrument, such obligations are reimbursed within 30 days following such drawing; (c) the financing of insurance

premiums in the ordinary course of business; and (d) any customary cash management, cash pooling or netting or setting off arrangements

in the ordinary course of business;

(10)          Indebtedness

arising from agreements providing for customary guarantees, indemnification, obligations in respect of earnouts or other adjustments

of purchase price or, in each case, similar obligations, in each case, Incurred or assumed in connection with the acquisition or

disposition of any business or assets or Person or any Capital Stock of a Subsidiary otherwise permitted by this Agreement (other than

Guarantees of Indebtedness Incurred by any Person acquiring or disposing of such business or assets or such Subsidiary for the purpose

of financing such acquisition or disposition);

(11)          Indebtedness

arising from the honoring by a bank or other financial institution of a check, draft or similar instrument drawn against insufficient

funds in the ordinary course of business; provided, however, that such Indebtedness is extinguished within 30 Business Days of

Incurrence;

(12)          [Reserved];

(13)          [Reserved];

(14)          [Reserved];

(15)          [Reserved];

and

(16)           Indebtedness

not for borrowed money Incurred in an aggregate outstanding principal amount which, when taken together with the principal amount of

all other Indebtedness Incurred pursuant to this Section 6.04(b)(16) and then outstanding, will not exceed $5 million; provided

that any Indebtedness incurred under this Section 6.04(b)(16) may be refinanced with additional Indebtedness in an amount equal

to the principal of the Indebtedness so refinanced, plus any additional amount to pay premiums (including tender premiums), accrued and

unpaid interest, expenses, defeasance costs and fees in connection therewith.

purposes of determining compliance with, and the outstanding principal amount of any particular Indebtedness Incurred pursuant to and

in compliance with, this Section 6.04:

(1)             [Reserved];

(2)             [Reserved];

(3)             Guarantees

of, or obligations in respect of letters of credit, bankers’ acceptances or other similar instruments relating to, or Liens securing, Indebtedness

that is otherwise included in the determination of a particular amount of Indebtedness shall not be included;

(4)             if

obligations in respect of letters of credit, bankers’ acceptances or other similar instruments are Incurred pursuant to Section 6.04(1),

or Section 6.04(b)(16) and the letters of credit, bankers’ acceptances or other similar instruments relate to other Indebtedness,

then such other Indebtedness shall not be included;

(5)             no

Disqualified Stock or Preferred Stock shall be permitted to be issued by a Loan Party or a Subsidiary (other than if issued to a Loan

Party and pledged as Collateral);

(6)             Indebtedness

permitted by this Section 6.04 need not be permitted solely by reference to one provision permitting such Indebtedness but may be

permitted in part by one such provision and in part by one or more other provisions of this Section 6.04 permitting such Indebtedness;

and

(7)             the

amount of Indebtedness issued at a price that is less than the principal amount thereof will be equal to the amount of the liability

in respect thereof determined on the basis of GAAP.

(d)             Accrual

of interest, accrual of dividends, the accretion of accreted value, the accretion or amortization of original issue discount, the payment

of interest in the form of additional Indebtedness, or the reclassification of commitments or obligations not treated as Indebtedness

due to a change in GAAP will not be deemed to be an Incurrence of Indebtedness for purposes of this Section 6.04. The amount of

any Indebtedness outstanding as of any date shall be (a) the accreted value thereof in the case of any Indebtedness issued with

original issue discount and (b) the principal amount, or liquidation preference thereof, in the case of any other Indebtedness.

(e)             [Reserved.]

(f)             [Reserved.]

(g)             [Reserved.]

(h)             [Reserved.]

Section 6.05.          Limitation

on Restricted Payments.

(a)             No

Loan Party will, and no Loan Party will permit any of its Subsidiaries to, directly or indirectly:

(1)             declare

or pay any dividend or make any other payment or distribution on account of or in respect of a Loan Party’s or any Subsidiary’s

Capital Stock (including, without limitation, any payment in connection with any merger or consolidation involving any Loan Party or

Subsidiary) except:

(a) dividends or distributions payable in Capital

Stock (other than Disqualified Stock) (or in options, warrants or other rights to purchase

such Capital Stock) (i) of a Loan Party to its direct Parent, (ii) a Loan Party

to another Loan Party, or (iii) a Subsidiary to a Loan Party; and

(b) dividends or distributions payable to a

Loan Party or a Subsidiary;

(2)             purchase,

redeem, retire or otherwise acquire for value (including, without limitation, any payment in connection with any merger or consolidation

involving a Loan Party, any Capital Stock of a Loan Party or any direct or indirect Parent of a Loan Party held by Persons other than

a Loan Party or a Subsidiary (other than in exchange for Capital Stock of such Person (other than Disqualified Stock));

(3)             make

any principal payment on, or purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity,

scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness (other than any Indebtedness Incurred pursuant to

Section 6.04(b)(3) hereof);

(4)             make

any cash payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Capital Stock of a

Loan Party or Subsidiary thereof (except to any Loan Party); or

(5)             make

any Restricted Investment in any Person;

(any such dividend, distribution, payment, purchase,

redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (1) through (5) of

this Section 6.05(a) are referred to herein as a “Restricted Payment”).

(b)             Section 6.05(a) will

not prohibit any of the following (collectively, “Permitted Payments”):

(1)             any

Restricted Payment made in exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection

with which cash is paid in lieu of the issuance of fractional shares) for, or out of the Net Cash Proceeds within 30 days after the sale

(other than to a Loan Party or Subsidiary of a Loan Party) of, Capital Stock of either Borrower (other than Disqualified Stock), or within

30 days after the contribution to the equity (other than through the issuance of Disqualified Stock) of either Borrower;

(2)             Restricted

Payments constituting distributions of operating cash and proceeds of Indebtedness permitted hereunder so long as on a pro forma basis,

no Event of Default has occurred and is continuing and no Amortization Period is in existence;

(3)             [Reserved];

(4)             [Reserved];

(5)             any

dividends paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this

Section 6.05;

(6)           [Reserved];

(7)           [Reserved];

(8)           [Reserved];

(9)           dividends,

loans, advances or distributions to any Parent of a Loan Party (and by any Subsidiary of a Loan Party to its Parent to finance the foregoing)

in amounts equal to (without duplication) the amounts required for any Parent of a Loan Party to pay:

(a) Related Taxes; and

(b) amounts constituting or to be used for

purposes of making payments to the extent specified in Section 6.09(b)(2) (with

respect to fees and expenses incurred in connection with the transactions described therein),

and Section 6.09(b)(5);

(10)         [Reserved];

(11)         [Reserved];

(12)         [Reserved];

(13)         [Reserved];

(14)         [Reserved];

(15)         [Reserved];

(16)         [Reserved];

(17)         [Reserved];

(18)         [Reserved];

(19)         [Reserved];

(20)         to

the extent constituting Restricted Payments, any payments made pursuant to the Shared Services Agreement or the IP License Agreement;

and

(21)         to

the extent constituting Restricted Payments, any payments made in connection with the Transactions.

as otherwise specified, the amount of all Permitted Payments or Permitted Investments (other than cash) shall be the fair market value

on the date of such Permitted Payment or Permitted Investment (or, at the option of the Borrower Representative, on the date of entry

into of a commitment, contract or resolution with respect to such Permitted Payment or Permitted Investment) of the asset(s) or

securities proposed to be paid, transferred or issued by a Loan Party or such Subsidiary, as the case may be, pursuant to such Permitted

Payment or Permitted Investment and without giving effect to subsequent changes in value. The fair market value of any cash Permitted

Payment or Permitted Investment shall be its face amount, and the fair market value of any non-cash Permitted Payment or Permitted Investment

or any other property, assets or securities required to be valued by this Section 6.05 shall be determined by an Officer or the

Board of Directors of the Borrower Representative acting in good faith, provided that, if requested to do so by the Administrative

Agent or Required Lenders, the Borrower Representative shall deliver to the Administrative Agent (for further distribution to the Lenders)

evidence supporting any such determination.

(d)           [Reserved].

Notwithstanding anything in this Section 6.05

to the contrary, in no event shall any Loan Party be permitted to transfer, in reliance on any provision in this Section 6.05, any

Material Asset to any Affiliate of either Borrower or to CSC or any of its Affiliates unless such transferee is a Loan Party

Section 6.06.         Limitation

on Liens.

(a)            No

Loan Party will, and no Loan Party will permit any of its Subsidiaries to, directly or indirectly, create, Incur or suffer to exist

any Lien upon any of their property or assets (including Capital Stock of a Subsidiary), whether owned on the Closing Date or acquired

after that date, or any interest therein or any income or profits therefrom, which Lien is securing any Indebtedness, except for Permitted

Liens (provided that any Liens on the Collateral shall only be permitted if they are Permitted Collateral Liens).

(b)           [Reserved].

Section 6.07.         Limitation

on Restrictions on Distributions from Subsidiaries.

(a)           No

Loan Party will, and no Loan Party will permit any of its Subsidiaries to, create or otherwise cause or permit to exist or become effective

any consensual encumbrance or consensual restriction on the ability of any Subsidiary to:

(1)           pay

dividends or make any other distributions in cash or otherwise on its Capital Stock to a Loan Party or any Subsidiary or pay any Indebtedness

or other obligations owed to a Loan Party or any Subsidiary;

(2)           make

any loans or advances to a Loan Party or any Subsidiary; or

(3)           sell,

lease or transfer any of its property or assets to a Loan Party or any Subsidiary,

provided that (x) [reserved]

and (y) the subordination of (including the application of any standstill requirements to) loans or advances made to a Loan Party

or any Subsidiary to other Indebtedness Incurred by a Loan Party or any Subsidiary, or any prohibition on securing such loans or advances

made to a Loan Party or any Subsidiary, shall not be deemed to constitute such an encumbrance or restriction.

(b)           Section 6.07(a) will

not prohibit:

(1)           any

encumbrance or restriction pursuant to any agreement or instrument, in each case, in effect at or entered into on the Closing Date and

disclosed to the Administrative Agent (and any amendments, restatements, modifications, renewals, supplements, refundings, replacements

or refinancings of such agreements; provided that the amendments, restatements, modifications, renewals, supplements, refundings,

replacements or refinancings are not materially more restrictive, taken as a whole, with respect to such dividend and other payment restrictions

than those contained in those agreements on the Closing Date);

(2)           [reserved];

(3)           encumbrances

or restrictions existing under or by reason of (i) any Loan Documents, (ii) prior to the ABS Refinancing, any ABS Transaction

Documents, and (iii) the Intercreditor Agreement and any Additional Intercreditor Agreement, including in each case, any related

security documents, escrow arrangements or other documents related to the foregoing;

(4)           any

encumbrance or restriction pursuant to an agreement or instrument of a Person or relating to any Capital Stock or Indebtedness of a Person,

entered into on or before the date on which (i) such Person was acquired by or merged, consolidated or otherwise combined with or

into a Loan Party or any Subsidiary, (ii) such agreement or instrument is assumed by a Loan Party or any Subsidiary in connection

with an acquisition of assets or (iii) such Person became a Loan Party or Subsidiary (in each case, other than Capital Stock or

Indebtedness Incurred as consideration in, or to provide all or any portion of the funds utilized to consummate, the transaction or series

of related transactions pursuant to which such Person became a Loan Party or Subsidiary or was acquired by a Loan Party or was merged,

consolidated or otherwise combined with or into a Loan Party or any Subsidiary) and outstanding on such date;

(5)           any

encumbrance or restriction pursuant to an agreement or instrument effecting a refunding, replacement or refinancing of Indebtedness Incurred

pursuant to, or that otherwise extends, renews, refunds, refinances or replaces, an agreement or instrument referred to in Section 6.07(b)(1),

Section 6.07(b)(3) or Section 6.07(b)(4) or this Section 6.07(b)(5) (an “Initial Agreement”)

or contained in any amendment, supplement or other modification to an agreement referred to in Section 6.07(b)(1), Section 6.07(b)(3) or

Section 6.07(b)(4) or this Section 6.07(b)(5); provided, however, that the encumbrances and restrictions

with respect to such Subsidiary contained in any such agreement or instrument are no less favorable in any material respect to the Lenders

taken as a whole than the encumbrances and restrictions contained in the Initial Agreement or Initial Agreements to which such refinancing

or amendment, supplement or other modification relates;

(6)           any

encumbrance or restriction:

(a) that restricts in a customary manner the

subletting, assignment or transfer of any property or asset that is subject to a lease, license

or similar contract, or the assignment or transfer of any lease, license or other contract;

(b) contained in mortgages, pledges or other

security agreements permitted under this Agreement or securing Indebtedness of a Loan Party

or a Subsidiary permitted under this Agreement to the extent such encumbrances or restrictions

restrict the transfer of the property or assets subject to such mortgages, pledges or other

security agreements;

dispositions of real property interests set forth in any reciprocal easement agreements of

a Loan Party or any Subsidiary; or

(d) pursuant to the terms of any license, authorization,

concession or permit;

(7)           any

encumbrance or restriction pursuant to Purchase Money Obligations and Capitalized Lease Obligations permitted under this Agreement, in

each case, that impose encumbrances or restrictions on the property so acquired or any encumbrance or restriction pursuant to a joint

venture agreement that imposes restrictions on the transfer of the assets of the joint venture;

(8)           any

encumbrance or restriction with respect to a Subsidiary (or any of its property or assets) imposed pursuant to an agreement entered into

for the direct or indirect sale or disposition to a Person of all or substantially all the Capital Stock or assets of such Subsidiary

(or the property or assets that are subject to such restriction) pending the closing of such sale or disposition;

(9)           customary

provisions in leases, licenses, joint venture agreements and other similar agreements and instruments entered into in the ordinary course

of business;

(10)         encumbrances

or restrictions arising or existing by reason of applicable law or any applicable rule, regulation, governmental license or order, or

required by any regulatory authority or stock exchange;

(11)         any

encumbrance or restriction on cash or other deposits or net worth imposed by customers under agreements entered into in the ordinary

course of business;

(12)         any

encumbrance or restriction pursuant to Currency Agreements, or Interest Rate Agreements;

(13)         any

encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be Incurred subsequent

to the Closing Date pursuant to Section 6.04 if the encumbrances and restrictions contained in any such agreement or instrument

taken as a whole are not materially less favorable to the Lenders than (i) the encumbrances and restrictions contained in this Agreement

or any Loan Document on the Closing Date, or (ii) is customary in comparable financings and where, in the case of clause (ii), such

encumbrances or restrictions (x) will not adversely affect, in any material respect, either Borrower’s ability to make principal

or interest payments under the Loan Documents as and when they become due or (y) such encumbrances and restrictions apply only if

a default occurs in respect of a payment or financial covenant relating to such Indebtedness;

(14)         [Reserved];

(15)         any

encumbrance or restriction existing by reason of any Lien permitted under Section 6.06.

Section 6.08.         Limitation

on Sales of Assets and Subsidiary Stock.

(a)            No

Loan Party will, and no Loan Party will permit any of its Subsidiaries to, make any Asset Disposition unless:

(1)           a

Loan Party or such Subsidiary, as the case may be, receives consideration (including by way of relief from, or by any other Person assuming

responsibility for, any liabilities, contingent or otherwise) at least equal to the fair market value (such fair market value to be determined

on the date of contractually agreeing to such Asset Disposition), as determined in good faith by an Officer or the Board of Directors

of the Borrower Representative, of the shares and assets subject to such Asset Disposition (including, for the avoidance of doubt, if

such Asset Disposition is a Permitted Asset Swap);

(2)           in

any such Asset Disposition, or series of related Asset Dispositions (except to the extent the Asset Disposition is a Permitted Asset

Swap), at least 100% of the consideration from such Asset Disposition or such series of related Asset Dispositions (excluding any consideration

by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, other than Indebtedness),

received by the Loan Parties or such Subsidiary, as the case may be, is in the form of cash, Cash Equivalents or Temporary Cash Investments;

provided that Net Available Cash in respect thereof shall be applied in accordance with Section 2.13; and

(3)           the

aggregate fair market value, as determined in good faith by the Borrower Representative, of all assets disposed of in Asset Dispositions

in any calendar year does not exceed $5 million.

(b)           For

the purposes of Section 6.08(a)(2), the following will be deemed to be cash:

(1)           [Reserved];

(2)           securities,

notes or other obligations received by a Loan Party or any Subsidiary from the transferee that are converted by the relevant Loan Party

or such Subsidiary into cash or Cash Equivalents within 180 days following the closing of such Asset Disposition;

(3)           Indebtedness

of any Subsidiary that is no longer a Subsidiary as a result of such Asset Disposition, to the extent that the Loan Parties and each

other Subsidiary (as applicable) are released from any Guarantee of payment of such Indebtedness in connection with such Asset Disposition;

and

(4)           [Reserved].

Notwithstanding anything in this Section 6.08

to the contrary, in no event shall any Loan Party be permitted to transfer, in reliance on any provision in this Section 6.08, any

Material Asset to any Affiliate of either Borrower or to CSC or any of its Affiliates unless such transferee is a Loan Party.

Section 6.09.         Limitation

on Affiliate Transactions.

(a)           No

Loan Party will, and no Loan Party will permit any of its Subsidiaries to, directly or indirectly, enter into or conduct any transaction

or series of related transactions (including the purchase, sale, lease or exchange of any property or the rendering of any service) with

any Affiliate of either Borrower (any such transaction or series of related transactions being “Affiliate Transactions”)

involving aggregate value in excess of $500,000 unless:

(1)            the

terms of such Affiliate Transaction taken as a whole are not materially less favorable to the relevant Loan Party or such Subsidiary,

as the case may be, than those that could be obtained in a comparable transaction at the time of such transaction or the execution of

the agreement providing for such transaction in arm’s-length dealings with a Person who is not such an Affiliate, or, if there

are no comparable transactions involving non-Affiliates to apply for comparative purposes, the transaction is otherwise on terms that,

taken as a whole, the Borrower Representative has conclusively determined in good faith to be fair to the relevant Loan Party or such

Subsidiary, as certified in writing by an Officer of the Borrower Representative to the Administrative Agent; and

(2)           in

the event such Affiliate Transaction involves an aggregate value in excess of $1 million, the terms of such transaction or series

of related transactions have been approved by a resolution of the majority of the members of the Board of Directors of the Borrower Representative

resolving that such transaction complies with Section 6.09(a)(1). An Affiliate Transaction shall be deemed to have satisfied the

requirements set forth in this Section 6.09(a)(2) if either (x) such Affiliate Transaction is approved by a majority of

the Disinterested Directors or (y) the Loan Parties and the Subsidiaries, as the case may be, delivers to the Administrative Agent

a letter from an Independent Financial Advisor stating that such transaction is fair to the relevant Loan Party or such Subsidiary from

a financial point of view or stating that the terms are not materially less favorable to relevant Loan Party or such Subsidiary than

those that would have been obtained in a comparable transaction by the relevant Loan Party or such Subsidiary with an unrelated Person

on arm’s length basis.

(b)           The

provisions of (a) will not apply to:

(1)           any

Restricted Payment permitted to be made pursuant to Section 6.05, any Permitted Payments (other than pursuant to Section 6.05(b)(9)(b))

or any Permitted Investment (other than as defined in sub-clauses (a)(ii) or (b) of the definition of Permitted Investments);

(2)           any

issuance or sale of Capital Stock, options, other equity-related interests or other securities, or other payments, awards or grants in

cash, securities or otherwise pursuant to, or the funding of, or entering into, or maintenance of, any employment, consulting, collective

bargaining or benefit plan, program, agreement or arrangement, related trust or other similar agreement and other compensation arrangements,

options, warrants or other rights to purchase Capital Stock of a Loan Party, any Subsidiary or any Parent, restricted stock plans, long-term

incentive plans, stock appreciation rights plans, participation plans or similar employee benefits or consultants’ plans (including

valuation, health, insurance, deferred compensation, severance, retirement, savings or similar plans, programs or arrangements) or indemnities

provided on behalf of officers, employees, directors or consultants approved by the Board of Directors of the Borrower Representative,

in each case in the ordinary course of business;

(3)           [Reserved];

(4)           [Reserved];

(5)           the

payment of reasonable fees and reimbursement of expenses to, and customary indemnities and employee benefit and pension expenses provided

on behalf of, directors, officers, consultants or employees of a Loan Party, any Subsidiary or any Parent (whether directly or indirectly

and including through any Person owned or controlled by any of such directors, officers or employees);

(6)           the

Transactions, and the entry into and performance of obligations of the Loan Parties and the Subsidiaries under the terms of any transaction

arising out of, and any payments pursuant to or for purposes of funding, any agreement or instrument in effect as of or on the Closing

Date and set forth on Schedule 6.08 (provided that only agreements or instruments pursuant to which payments in excess of $5 million

are required to be made by the Loan Parties and the Subsidiaries shall be required to be set forth on such schedule), in each case, so

long as the same shall be in form and substance reasonably satisfactory to the Administrative Agent as of the Closing Date (in each case

as these agreements and instruments may be amended, modified, supplemented, extended, renewed or refinanced from time to time (including,

without limitation, to add additional Persons in connection with any such Person becoming a Loan Party or a Subsidiary) in accordance

with the other terms of this Section 6.09, and, in the case of the Shared Services Agreement and the IP License Agreement, Section 6.15,

and, in each case, to the extent not more disadvantageous to the Lenders in any material respect);

(7)           the

formation and maintenance of any consolidated group for tax, accounting or management purposes in the ordinary course of business;

(8)           transactions

with customers, clients, suppliers or purchasers or sellers of goods or services and Associates, in each case in the ordinary course

of business (including, without limitation, pursuant to joint venture arrangements), which are fair to the relevant Loan Party or Subsidiary

in the reasonable determination of the Board of Directors or an officer of the relevant Loan Party or Subsidiary, or are on terms no

less favorable than those that could reasonably have been obtained at such time from an unaffiliated party;

(9)           any

transaction in the ordinary course of business between or among a Loan Party or any Subsidiary and any Affiliate of either Borrower or

an Associate or similar entity that would constitute an Affiliate Transaction solely because a Loan Party or a Subsidiary or any Affiliate

of a Loan Party or a Subsidiary or any Affiliate of any Permitted Holder owns an equity interest in or otherwise controls such Affiliate,

Associate or similar entity;

(10)         issuances

or sales of Capital Stock (other than Disqualified Stock) of (i) a Loan Party or a Subsidiary to its direct Parent or (ii) a

Loan Party to another Loan Party;

(11)         payments

of all fees and expenses related to the Transactions;

(12)         [Reserved];

(13)         any

participation in a rights offer or public tender or exchange offers for securities or debt instruments issued by a Loan Party or Subsidiary

of a Loan Party that are conducted on arm’s length terms and provide for the same price or exchange ratio, as the case may be,

to all holders accepting such rights, tender or exchange offer;

(14)         transactions

between a Loan Party or any Subsidiary and any other Person that would constitute an Affiliate Transaction solely because a director

of such other Person is also a director of any Borrower or any Parent; provided, however, that such director abstains from

voting as a director of such Borrower or such Parent, as the case may be, at any board meeting approving such transaction on any matter

involving such other Person;

(15)         payments

to and from, and transactions with, any joint ventures entered into in the ordinary course of business or consistent with past practices

(including, without limitation, any cash management activities related thereto); and

(16)         commercial

contracts (including franchising agreements, business services related agreements or other similar arrangements) between an Affiliate

of the Loan Parties and the Loan Parties or any Subsidiary that are on arm’s length terms or on a basis that senior management

of the Borrower Representative reasonably believes allocates costs fairly.

Section 6.10.         Reports.

(a)           The

Borrower Representative will provide to the Administrative Agent the following reports:

(1)           within

120 days after the end of the Borrowers’ (or, if the Borrower Representative elects to satisfy its obligation under this Section 6.10(a)(1) by

delivering the annual reports of a Parent in accordance with the second succeeding paragraph of this Section 6.10(a), of such Parent)

fiscal year beginning with the fiscal year ending December 31, 2026, annual reports containing the following information, presented

on a basis that combines the Group Members: (a) audited combined balance sheets of the Group Members as of the end of the most recent

fiscal year (and, commencing with the fiscal year ending on December 31, 2027, comparative information as of the end of the prior

fiscal year) and audited combined income statements and statements of cash flow of the Borrowers for the most recent fiscal year (and,

commencing with the fiscal year ending on December 31, 2027, comparative information as of the end of the prior fiscal year) including

complete footnotes to such financial statements and the report of the independent auditors on the financial statements; (b) unaudited

pro forma combined income statement information and balance sheet information of the Borrowers (which, for the avoidance of doubt,

shall not include the provision of a full income statement or balance sheet to the extent not reasonably available), together with explanatory

footnotes, for (i) any disposition by a Loan Party or a Subsidiary that, individually or in the aggregate when considered with all

other acquisitions or dispositions that have occurred since the beginning of the most recently completed fiscal year as to which such

annual report relates, represent greater than 5% of the combined revenues, EBITDA and/or adjusted operating cash flow, or assets of the

Loan Parties on a pro forma combined basis or (ii) recapitalizations by a Loan Party or a Subsidiary, in each case, that

have occurred during the most recently completed fiscal year as to which such annual report relates (unless, in each case, such pro

forma information has been provided in a prior report pursuant to Section 6.10(a)(2) or Section 6.10(a)(3)); (c) an

operating and financial review of the audited financial statements, including a discussion of the results of operations, financial condition,

and liquidity and capital resources of the Group Members, and a discussion of material commitments and contingencies and critical accounting

policies; (d) description of the business, management and shareholders of the Group Members, all material affiliate transactions

and a description of all material contractual arrangements, including material debt instruments (to the extent not previously reported

pursuant to Section 6.10(a)(2) or Section 6.10(a)(3) below); and (e) a description of material risk factors

and material recent developments (to the extent not previously reported pursuant to Section 6.10(a)(2) or Section 6.10(a)(3) below);

(2)           within

60 days following the end of the first three fiscal quarters in each fiscal year of the Borrowers (or, if the Borrower Representative

elects to satisfy its obligation under this Section 6.10(a)(2) by delivering the quarterly reports of a Parent in accordance

with the second succeeding paragraph of this Section 6.10(a), of such Parent) beginning with the fiscal quarter ending March 31,

2026, all quarterly reports of the Borrowers containing, to the extent applicable, the following information, presented on a basis that

combines the Group Members: (a) an unaudited condensed combined balance sheet as of the end of such quarter and unaudited condensed

combined statements of income and cash flow for the most recent quarter year-to-date period ending on the date of the unaudited condensed

combined balance sheet, and the comparable prior year periods, together with condensed footnote disclosure; (b) unaudited pro

forma income statement information and balance sheet information (which, for the avoidance of doubt, shall not include the provision

of a full income statement or balance sheet to the extent not reasonably available), together with explanatory footnotes, for any acquisition

or disposition by a Loan Party or a Subsidiary that, individually or in the aggregate when considered with all other acquisitions or

dispositions that have occurred since the beginning of the relevant quarter, represent greater than 20% of the combined revenues, EBITDA

and/or adjusted operating cash flow, or assets of the Group Members on a pro forma combined basis (unless such pro forma

information has been provided in a prior report pursuant to Section 6.10(a)(3)); provided that such pro forma financial information

will be provided only to the extent available without unreasonable expense and in the case pro forma financial information is

not provided, the Borrowers will provide, in the case of a material acquisition, financial statements of the acquired company for the

most recent fiscal year, and in the case of a material disposition, financial statements of the business or assets comprising the disposition

perimeter for the most recent fiscal year which, in each case, may be unaudited; (c) a summary operating and financial review of

the unaudited financial statements, including a discussion of revenues, EBITDA and/or adjusted operating cash flow, capital expenditures,

operating cash flow and material changes in liquidity and capital resources, and a discussion of material changes not in the ordinary

course of business in commitments and contingencies since the most recent report (to the extent not previously reported pursuant to Section 6.10(a)(3);

and (d) material recent developments (to the extent not previously reported pursuant to Section 6.10(a)(3)); and

100

(3)           promptly

after the occurrence of such event, information with respect to (a) any change in the independent public accountants of the Borrowers,

(b) any material acquisition, disposal, merger or similar transaction or (c) any development determined by an Officer of the

Borrower Representative to be material to the business of the Loan Parties and the Subsidiaries (taken as a whole).

For the avoidance of doubt,

in no event will any reports provided pursuant to this Section 6.10(a):

(1)               be

required to comply with:

(a)            Section 302,

Section 404 or Section 906 of the Sarbanes-Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K under the Securities

Act (“Regulation S-K”);

(b)            Rule 3-10

of Regulation S-X under the Securities Act (“Regulation S-X”) or contain separate financial statements for the Borrowers,

the Guarantors or other Subsidiaries the shares of which may be pledged to secure the Obligations that would be required under Section 3-16

of Regulation S-X;

of Regulation S-X, give pro forma effect to the Transactions, or contain all purchase accounting adjustments relating to the Transactions;

(d)            Regulation

G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein; or

(2) be required to include trade secrets and

other confidential information that is competitively sensitive in the good faith and reasonable

determination of the Borrower Representative.

101

Notwithstanding the foregoing,

the Borrowers may satisfy their obligations under clauses (1), (2) and (3) of Section 6.10(a) by delivering the corresponding

annual, quarterly or other reports of a Parent; provided that to the extent that the Borrowers are not the reporting entity and

material differences exist between the management, business, assets, shareholding or results of operations or financial condition of

the Loan Parties and their Subsidiaries and such Parent, the annual and quarterly reports shall include the combined balance sheet, income

statements and cash flow statement of the Loan Parties and their Subsidiaries. The Borrowers will be deemed to have furnished the reports

referred to in clauses (1), (2) and (3) of Section 6.10(a) if the Borrowers or a Parent have filed reports containing

such information with the SEC or posted such reports on their website.

(b)           All

financial statement information shall be prepared in accordance with GAAP as in effect on the date of such report or financial statement

(or otherwise on the basis of GAAP as then in effect) and on a consistent basis for the periods presented; provided, however,

that the reports set forth in clauses (1), (2) and (3) of Section 6.10(a) may in the event of a change in GAAP,

present earlier periods on a basis that applied to such periods. In no event shall IFRS information or reconciliation to IFRS be required.

the request of the Administrative Agent but in any event no more than solely once per fiscal quarter (unless an Event of Default shall

have occurred and be continuing, in which case there shall be no limit), the Borrower Representative will promptly host a conference

call with the Lenders to review the financial information presented in the most recently delivered financial statements delivered hereunder,

at a time selected by the Borrower Representative and reasonably acceptable to the Administrative Agent.

(d)           Substantially

concurrently with the issuance to the Administrative Agent of the reports specified in clauses (1), (2) and (3) of Section 6.10(a),

the Borrower Representative shall also (a) use its commercially reasonable efforts (i) to post copies of such reports on such

website as may be then maintained by the Loan Parties and its Subsidiaries or any Parent or (ii) otherwise to provide substantially

comparable public availability of such reports (as determined by the Borrower Representative in good faith) or (b) to the extent

the Borrower Representative determines in good faith that such reports cannot be made available in the manner described in the preceding

clause (a) owing to applicable law or after the use of its commercially reasonable efforts, furnish such reports to the Lenders

and, upon their request, prospective Lenders.

(e)           No

later than 5 Business Days after each delivery of financial statements of the Borrowers pursuant to Sections 6.10(a)(1) and Section 6.10(a)(2),

the Borrower Representative will provide to the Administrative Agent a duly executed and completed Compliance Certificate.

Section 6.11.         [Reserved.]

Section 6.12.         Impairment

of Security Interests.

(a)           No

Loan Party shall, and no Loan Party shall permit any Subsidiary to, take or omit to take any action that would have the result of materially

impairing the security interest with respect to the Collateral (it being understood that the Incurrence of Permitted Collateral Liens,

subject to the proviso in (b), shall under no circumstances be deemed to materially impair the security interest with respect to the

Collateral) for the benefit of the Lenders, and no Loan Party shall, and no Loan Party shall permit any Subsidiary to, grant to any Person

other than the Collateral Agent (or its delegate), for the benefit of the Lenders, any Lien over any of the Collateral; provided,

that, subject to the proviso in the second sentence of (b), (x) the Loan Parties and the Subsidiaries may Incur Permitted Collateral

Liens, (y) the Security Documents and the Collateral may be discharged, amended, extended, renewed, restated, supplemented, released,

modified or replaced in accordance with this Agreement, the Intercreditor Agreement, any Additional Intercreditor Agreement or the applicable

Security Documents and (z) the Loan Parties and the Subsidiaries may consummate any other transaction permitted under Sections Section 6.18

or Section 6.19 hereof.

102

(b)           Notwithstanding

(a), nothing in this Section 6.12 shall restrict the discharge and release of any Lien over Collateral in accordance with this Agreement,

the Security Documents, Intercreditor Agreement or any Additional Intercreditor Agreement. Subject to the foregoing, the Security

Documents may be amended, extended, renewed, restated, supplemented or otherwise modified or released (followed by an immediate retaking

of a Lien of at least equivalent ranking over the same assets) to (i) cure any ambiguity, omission, defect or inconsistency therein;

(ii) provide for Permitted Collateral Liens; (iii) if agreed by the Collateral Agent in its sole discretion, make any change

reasonably necessary or desirable in the good faith determination of the Borrower Representative in order to implement transactions permitted

under Sections Section 6.18 or Section 6.19 hereof; (iv) add to the Collateral; or (v) if agreed by the Collateral

Agent in its sole discretion, provide for the release of any Lien on any properties or assets constituting Collateral from the Lien of

the Security Documents; provided that such release is followed by the substantially concurrent re-taking of a Lien of at least

equivalent priority over the same properties and assets securing the Obligations or any Loan Guarantee; provided, however,

that, if requested by the Administrative Agent in its sole discretion contemporaneously with any such action in clauses (ii), (iii),

(iv) or (v) of this Section 9.05(b), the Borrower Representative delivers to the Administrative Agent, either (1) a

solvency opinion, in form and substance reasonably satisfactory to the Administrative Agent, from an independent financial advisor or

appraiser or investment bank of international standing which confirms the solvency of the Loan Parties and their Subsidiaries, taken

as a whole, after giving effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification

or replacement, (2) a certificate from the chief financial officer or the Board of Directors of the relevant Person which confirms

the solvency of the Person granting the Lien, after giving effect to any transactions related to such amendment, extension, renewal,

restatement, supplement, modification or replacement, or (3) an opinion of counsel (subject to any qualifications customary for

this type of opinion of counsel), in form and substance reasonably satisfactory to the Administrative Agent, confirming that, after giving

effect to any transactions related to such amendment, extension, renewal, restatement, supplement, modification or replacement, the Lien

or Liens created under the Security Documents so amended, extended, renewed, restated, supplemented, modified or replaced are valid Liens

not otherwise subject to any limitation, imperfection or new hardening period, in equity or at law, that such Lien or Liens were not

otherwise subject to immediately prior to such amendment, extension, renewal, restatement, supplement, modification or replacement.

the event that the Loan Parties and the Subsidiaries comply with the requirements of this Section 6.12, the Administrative Agent

and the Collateral Agent shall (subject to customary protections and indemnifications) consent to such amendments without the need for

instructions from the Lenders.

Section 6.13.         Intercreditor

Agreements.

(a)           At

the request of the Borrower Representative, in connection with the Incurrence by a Loan Party or a Subsidiary of Pari Passu Debt or Junior

Debt permitted by Section 6.04(a), a Loan Party or a Subsidiary, the Administrative Agent and the Collateral Agent shall enter into

with the holders of such Indebtedness (or their duly authorized Representatives) an Intercreditor Agreement.

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(b)           At

the direction of the Borrower Representative and without the consent of Lenders (except to the extent required in accordance with Section 9.08(b)),

the Administrative Agent and the Collateral Agent shall from time to time enter into one or more amendments to any Intercreditor Agreement

to: (1) cure any ambiguity, omission, defect or inconsistency of any such agreement, (2) [reserved], (3) add Subsidiaries

to the Intercreditor Agreement, (4) further secure the Obligations, (5) [reserved], (6) implement any Permitted Collateral

Liens, (7) amend the Intercreditor Agreement in accordance with the terms thereof; (8) make any change reasonably necessary,

in the good faith determination of the Borrower Representative in consultation with the Administrative Agent, in order to implement any

transaction that is subject to Sections Section 6.18 or Section 6.19 hereof; or (9) implement any transaction in connection

with the renewal extension, refinancing, replacement or increase of the Indebtedness that is not prohibited by this Agreement; provided

that no such changes shall be permitted to the extent they affect the ranking of any Obligation or Loan Guarantee, enforcement of Liens

over the Collateral, the application of proceeds from the enforcement of Collateral or the release of any Loan Guarantees or Lien over

Collateral in a manner that would adversely affect the rights of the Lenders in any material respect or that is contrary to Section 9.08(b).

The Borrower Representative shall not otherwise direct the Administrative Agent or the Collateral Agent to enter into any amendment to

any Intercreditor Agreement without the consent of the Required Lenders, except as otherwise permitted under Section 9.08 hereof,

and the Borrower Representative may only direct the Administrative Agent and the Collateral Agent to enter into any amendment to the

extent such amendment does not impose any personal obligations on the Administrative Agent or Collateral Agent or, in the opinion of

the Administrative Agent or Collateral Agent, adversely affect their respective rights, duties, liabilities or immunities under this

Agreement or the Intercreditor Agreement.

relation to any Intercreditor Agreement, at the request of the Borrower Representative, the Administrative Agent (and Collateral Agent,

if applicable) shall consent on behalf of the Lenders to the payment, repayment, purchase, repurchase, defeasance, acquisition, retirement

or redemption of any obligations subordinated to the Loans thereby; provided, however, that such transaction would comply with

Section 6.05 hereof.

(d)           Each

Lender shall be deemed to have agreed to and accepted the terms and conditions of the Intercreditor Agreement (whether then entered into

or entered into in the future pursuant to the provisions described herein), and to have directed the Administrative Agent and the Collateral

Agent to enter into the Intercreditor Agreement.

Section 6.14.         Lines

of Business.

The Loan Parties shall not,

and shall not permit any Subsidiary to, own or acquire any material line of business not owned by the Group Members on the Closing Date

(including as a result of any capital contribution by CSC or any of its Subsidiaries or the acquisition of any Person or line of business

from any Person that is not a Group Member).

Section 6.15.         Amendments

to the Shared Services Agreement.

No Loan Party nor any of

their Subsidiaries that is a party to the Shared Services Agreement shall agree to amend, modify or supplement, or waive, any term or

condition of the Shared Services Agreement in any manner disadvantageous to the Lenders in any material respect (it being understood

that an amendment, supplement or modification of the Shared Services Agreement shall be deemed to be disadvantageous to the Lenders in

a material respect if the direct or indirect effect thereof is to (i) materially increase the amount of fees or other compensation

or economics payable or owing pursuant thereto by any Loan Party or any Subsidiary thereof in a manner that is not on arm’s length

terms or on a basis that senior management of the Borrower Representative does not reasonably believe allocates costs fairly, or (ii) cause

the terms thereof to be materially more restrictive or materially more burdensome on, or to impose material additional obligations on,

any Loan Party or any Subsidiary thereof). Notwithstanding the foregoing, this Section 6.15 shall not apply to any amendment,

modification or supplement made to the fees or services provided under the Shared Services Agreement as expressly contemplated by the

Shared Services Agreement as in effect on the Closing Date so long as such revised fees or services (or the fees for such revised services)

are on arm’s length terms or on terms that senior management of the Borrower Representative reasonably believes allocates costs

fairly.

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Section 6.16.         Additional

Guarantors.

(a)           Loan

Guarantees existing on or granted after the Closing Date pursuant to Section 5.14 hereof shall be released as set forth in Section 12

of the Facility Guaranty.

(b)           [Reserved.]

the foregoing, no Loan Party shall be obligated to cause an Excluded Subsidiary to provide a Loan Guarantee (for so long as such entity

is an Excluded Subsidiary).

Section 6.17.         Delaware

LLC Divisions.

For purposes of this Article VI, in connection

with any division or plan of division under Delaware law (or any comparable event under a different jurisdiction’s laws): (a) if

any asset, right, obligation or liability of any Person becomes the asset, right, obligation or liability of a different Person, then

it shall be deemed to have been transferred from the original Person to the subsequent Person, and (b) if any new Person comes into

existence, such new Person shall be deemed to have been organized on the first date of its existence by the holders of its Capital Stock

at such time.

Section 6.18.         Merger

and Consolidation of either Borrower.

(a)           Each

Borrower will not consolidate with or merge with or into, or assign, convey, transfer, lease or otherwise dispose all or substantially

all its assets as an entirety or substantially as an entirety, in one transaction or a series of related transactions to, any Person.

(b)           For

purposes of this Section 6.18, the sale, lease, conveyance, assignment, transfer, or other disposition of all or substantially all

of the properties and assets of one or more Group Members, which properties and assets, if held by a Borrower instead of such Group Members,

would constitute all or substantially all of the properties and assets of such Borrower on a consolidated basis, shall be deemed to be

the transfer of all or substantially all of the properties and assets of such Borrower.

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(d)           Notwithstanding

the foregoing, (a) any Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties

and assets to a Borrower and (b) any Subsidiary that is not a Guarantor may consolidate or otherwise combine with, merge into or

transfer all or part of its properties and assets to any other Subsidiary or any of the Loan Parties.

(e)           [Reserved.]

Section 6.19.         Merger

and Consolidation of the Guarantors.

(a)           None

of the Guarantors (other than a Guarantor whose Loan Guarantee is to be released in accordance with the terms of this Agreement or the

Intercreditor Agreement) may:

(1)           consolidate

with or merge with or into any Person (whether or not such Guarantor is the surviving Person);

(2)           sell,

assign, convey, transfer, lease or otherwise dispose of, all or substantially all its assets as an entirety or substantially as an entirety,

in one transaction or a series of related transactions, to any Person; or

(3)           permit

any Person to merge with or into it,

unless:

(a) the other Person is a Loan Party or a Subsidiary

that is a Guarantor or becomes a Guarantor as a result of such transaction concurrently with

consummation thereof; or

(b) (1) either (x) a Guarantor is

the surviving Person, or (y) the resulting, surviving or transferee Person expressly

assumes all of the obligations of the Guarantor under its Loan Guarantee and this Agreement

(pursuant to a Facility Guaranty Joinder) and all obligations of the Guarantor under the

Intercreditor Agreement and the Security Documents, as applicable; and (2) immediately

after giving effect to the transaction, no Default or Event of Default shall have occurred

and be continuing; or

disposition (including by way of consolidation or merger) of a Guarantor or the sale or disposition

of all or substantially all the assets of a Guarantor (in each case other than to a Loan

Party or a Subsidiary) otherwise permitted by this Agreement and the proceeds therefrom are

applied as required by this Agreement; or

(d) [reserved].

Notwithstanding clause (a)(3)(b)(2) of this

Section 6.19, (a) any Subsidiary may consolidate or otherwise combine with, merge into or transfer all or part of its properties

and assets to a Guarantor and (b) any Guarantor may consolidate or otherwise combine with, merge into or transfer all or part of

its properties and assets to any other Guarantor or either Borrower.

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Article VII

Events of Default

Section 7.01.         Events

of Default. In case of the occurrence of any of the following events from and after the Closing Date (“Events of

Default”):

(a)           Non-Payment.

Any Loan Party fails to pay when and as required to be paid herein, whether at the due date thereof or at a date fixed for prepayment

thereof or by acceleration thereof or otherwise, (i) any amount of principal of any Term Loan or (ii) any interest on any Term

Loan, or any fee or other amount due hereunder or under any other Loan Document, in the case of this clause (ii) within five Business

Days of the due date; or

(b)           Specific

Covenants. Any Loan Party or any Subsidiary fails to perform or observe any term, covenant or agreement contained in any of Sections

5.03(a), Section 5.05(a) or 5.11(a) or Article VI (other than Section 6.10 and Section 6.13); or

Defaults. Any Loan Party or any Subsidiary fails to perform or observe (i) any term, covenant or agreement set forth in Section 5.14

of this Agreement and such failure continues for 5 Business Days or (ii) any other term, covenant or agreement (not specified in

Sections 7.01(a) or 7.01(b) above) contained in any Loan Document on its part to be performed or observed and such failure

continues for 30 days after the date written notice thereof shall have been given to the Borrower Representative by the Administrative

Agent or the Required Lenders; or

(d)           Representations

and Warranties. Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of a Loan Party

or any Subsidiary herein, or in any other Loan Document, or in any document, report, certificate, financial statement or other instrument

required to be delivered in connection herewith or therewith shall be incorrect or misleading in any material respect when made or deemed

made, except that such materiality qualifier shall not be applicable to any representation or warranty that is already qualified by materiality

or “Material Adverse Effect”; or

(e)           Invalidity

of Loan Documents. (i) Any provision of any Loan Document, at any time after its execution and delivery and for any reason other

than as expressly permitted hereunder or thereunder or satisfaction in full of all the Obligations, ceases to be in full force and effect

(other than in accordance with its terms) and as a result thereof, a Material Adverse Effect would occur or would reasonably be expected

to occur; or any Loan Party contests in writing the validity or enforceability of any provision of any Loan Document; or any Loan Party

or any of their Affiliates denies in writing that it has any or further liability or obligation under any provision of any Loan Document

(other than as a result of the discharge of such Loan Party in accordance with the terms of the applicable Loan Document), or purports

in writing to revoke, terminate or rescind any provision of any Loan Document; (ii) any security interest under the Security Documents

shall, at any time, cease to be in full force and effect (other than in accordance with the terms of the relevant Security Document,

the Intercreditor Agreement (on and after the execution thereof), any Additional Intercreditor Agreement (on and after the execution

thereof) and this Agreement) with respect to Collateral having a fair market value in excess of $5 million for any reason other than

the satisfaction in full of all obligations under this Agreement or the release of any such security interest in accordance with the

terms of this Agreement, the Intercreditor Agreement (on and after the execution thereof), any Additional Intercreditor Agreement (on

and after the execution thereof) or the Security Documents or any such security interest created thereunder shall be declared invalid

or unenforceable and the Borrower Representative shall assert in writing that any such security interest is invalid or unenforceable

and any such Default continues for 10 days; or (iii) any Guarantee of the Term Loans of a Loan Party or any other Guarantor ceases

to be in full force and effect (other than in accordance with the terms of such Facility Guaranty or this Agreement) or is declared invalid

or unenforceable in a judicial proceeding or any Guarantor denies or disaffirms in writing its obligations under its Facility Guaranty

and any such Default continues for 10 days after the notice specified in this Agreement; or

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(f)            Cross-Default.

(i) Any Loan Party or Subsidiary (A) fails to make any payment when due (regardless of amount and whether by scheduled maturity,

required prepayment, acceleration, demand, or otherwise) in respect of any Material Indebtedness (including undrawn committed or available

amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) prior to the expiration of

any grace period provided in such Indebtedness, or (B) fails to observe or perform any other agreement or condition relating to

any such Material Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event

occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Material Indebtedness or the

beneficiary or beneficiaries of any Guarantee thereof (or a trustee or agent on behalf of such holder or holders or beneficiary or beneficiaries)

to cause, with or without the giving of notice, lapse of time or both, such Indebtedness to be demanded, accelerated or to become due

or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or redeem

such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof

to be demanded; provided that this clause (f)(B) shall not apply to secured Indebtedness that becomes due as a result of

the voluntary sale or transfer of the property or assets securing such Indebtedness, if such sale or transfer is permitted hereunder;

provided, further, that the failure referred to in clause (f)(B) is unremedied and is not waived by the holders of

such Indebtedness prior to any termination of the Commitments or acceleration of such Indebtedness or of the Term Loans pursuant to this

Section 7.01 or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in such Swap Contract) resulting

from (A) any event of default under such Swap Contract as to which a Loan Party or any Subsidiary thereof is the Defaulting Party

(as defined in such Swap Contract) or (B) any Termination Event (as defined in such Swap Contract) under such Swap Contract as to

which a Loan Party or any Subsidiary thereof is an Affected Party (as defined in such Swap Contract) and, in either event, the Swap Termination

Value owed by the Loan Party or such Subsidiary as a result thereof is greater than $5 million; or

(g)           Insolvency.

In relation to any Loan Party or a Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant

Subsidiary (i) any corporate action, legal proceedings or other procedure or step is taken in relation to: (A) a voluntary

case; (B) the entry of an order for relief against it in an involuntary case; (C) the appointment of a custodian of it or for

a substantial part of its property; (D) general assignment for the benefit of its creditors; or (E) admission in writing of

its inability to pay its debts generally as they become due; or (ii) a court of competent jurisdiction enters an order or decree

under any Bankruptcy Law that: (A) is for relief against any Loan Party or any Significant Subsidiary or any group of Subsidiaries

that, taken together, would constitute a Significant Subsidiary in an involuntary case; (B) appoints a custodian or administrator

of any Loan Party or any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary

or for a substantial part of the property of any Loan Party or any Significant Subsidiary or any group of Subsidiaries that, taken together,

would constitute a Significant Subsidiary; or (C) orders the liquidation or winding up of any Loan Party or any Significant Subsidiary

or any group of Subsidiaries that, taken together, would constitute a Significant Subsidiary, and the order or decree remains unstayed

and in effect for 60 consecutive days; or

(h)           Judgments.

Failure by a Loan Party or any Significant Subsidiary or any group of Subsidiaries that, taken together, would constitute a Significant

Subsidiary to pay final judgments aggregating in excess of $5 million (to the extent not covered by independent third-party insurance

as to which the insurer has been notified of such judgment and has not denied coverage), which judgments are not paid, discharged or

stayed for a period of 60 days after the judgment becomes final; or

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(i)            Change

of Control. There occurs a Change of Control; or

(j)            Employee

Benefit Plans. (i) There shall occur one or more ERISA Events which individually or in the aggregate results in liability of

a Loan Party under Title IV of ERISA in an aggregate amount which would reasonably be expected to result in a Material Adverse Effect;

or (ii) there exists any fact or circumstance that would reasonably be expected to result in the imposition of a Lien or security

interest under Section 430(k) of the Code or under ERISA; or

(k)            Invalidity

of the Shared Services Agreement or IP License Agreement. Any provision of the Shared Services Agreement or IP License Agreement,

at any time after their execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or satisfaction

in full of all the Obligations, ceases to be in full force and effect (other than in accordance with its terms) and as a result thereof,

a Material Adverse Effect would occur or would reasonably be expected to occur; or any Loan Party or any Affiliate thereof contests in

writing the validity or enforceability of any provision of the Shared Services Agreement or IP License Agreement; or any Loan Party denies

in writing that it has any or further liability or obligation under any provision of the Shared Services Agreement or IP License Agreement

(other than as a result of the discharge of such Loan Party in accordance with the terms of the Shared Services Agreement or IP License

Agreement, as applicable), or purports in writing to revoke, terminate or rescind any provision of the Shared Services Agreement or IP

License Agreement; or

(l)            Indirect

Asset Stripping. CSC or any of its Affiliates shall make any material capital expenditures in the core business conducted by the

Group Members on the Closing Date, the Incremental Closing Date or the Second Incremental Closing Date which would be in direct competition

with the business of the Group Members in geographic areas in which they operate on the Closing Date, the Incremental Closing Date or

the Second Incremental Closing Date to the extent that (i) the assets acquired, constructed or improved in connection with such

capital expenditures are not owned by a Group Member or (ii) in the case of assets utilized in the business conducted by the Group

Members on the Closing Date, the Incremental Closing Date or the Second Incremental Closing Date that are owned by Loan Parties, the

assets acquired, constructed or improved in connection with such capital expenditures are not owned by a Loan Party and such assets represent

an upgrade, replacement or substitution or improvement of assets that are owned by the Loan Parties on the Closing Date, the Incremental

Closing Date or the Second Incremental Closing Date, in each case of the foregoing clause (i) and (ii) except for capital expenditures

in the ordinary course of business and for the avoidance of doubt, capital expenditures by CSC or any of its Affiliates in connection

with their mobile, news and advertising business that do not involve upgrading replacing, substituting or improving assets owned by a

Loan Party or Subsidiary of a Loan Party on the Closing Date which shall not constitute an Event of Default pursuant to this Section 7.01(l);

then, and in every such event

(other than an event with respect to either Borrower described in clause (g)), and at any time thereafter during the continuance of such

event, the Administrative Agent may, and at the request of the Required Lenders shall, by notice to the Borrower Representative, take

any or all of the following actions, at the same or different times:

(i)                terminate

forthwith the Commitments,

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(ii)               declare

the Term Loans then outstanding to be forthwith due and payable in whole or in part, whereupon the principal of the Term Loans so declared

to be due and payable, together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Borrowers

accrued hereunder (including, if a CSC Freefall Event has occurred, the Applicable Premium that would have been payable if the Term Loans

had been optionally prepaid in full on such date pursuant to Section 2.11(a)(i) following a CSC Freefall Event) and under any

other Loan Document, shall become forthwith due and payable, without presentment, demand, protest or any other notice of any kind, all

of which are hereby expressly waived by the Borrower Representative, anything contained herein or in any other Loan Document to the contrary

notwithstanding; and

(iii)              the

Administrative Agent and the Collateral Agent shall have the right to take all or any actions and exercise any remedies available under

the Loan Documents or applicable law or in equity;

provided that in any event with respect

to either Borrower described in clause (g), the Commitments shall automatically terminate and the principal of the Term Loans then outstanding,

together with accrued interest thereon and any unpaid accrued fees and all other liabilities of the Borrowers accrued hereunder and under

any other Loan Document, shall automatically become due and payable, without presentment, demand, protest or any other notice of any

kind, all of which are hereby expressly waived by the Borrower Representative, anything contained herein or in any other Loan Document

to the contrary and the Administrative Agent and the Collateral Agent shall have the right to take all or any actions and exercise any

remedies available under the Loan Documents or applicable law or in equity.

All parties to this Agreement

agree and acknowledge that the Lenders will have suffered damages on account of the occurrence of a CSC Freefall Event and that, in view

of the impracticability and extreme difficulty in ascertaining the amount of such damages, the Applicable Premium constitutes reasonable

compensation and liquidated damages to compensate the Lenders on account thereof. Without limiting the generality of the foregoing, it

is understood and agreed that if the Term Loans are accelerated for any reason, including because of default or the commencement of any

insolvency or similar proceeding under any Bankruptcy Law (including acceleration by operation of law or otherwise), the Applicable Premium,

determined as of the date of such acceleration and termination, will be due and payable as though the Term Loans were voluntarily prepaid

pursuant to Section 2.11(a)(i) as of such date and shall constitute part of the Obligations. The Borrowers agree that payment

of the Applicable Premium due hereunder is reasonable under the circumstances currently existing. The Applicable Premium shall also be

payable following the occurrence of a CSC Freefall Event in the event the Term Loans (and/or this Agreement) are satisfied or released

by foreclosure (whether by power of judicial proceeding or otherwise), agreement or deed in lieu of foreclosure or by any other means.

TO THE FULLEST EXTENT PERMITTED BY LAW, THE BORROWERS EXPRESSLY WAIVE THE PROVISIONS OF ANY PRESENT OR FUTURE STATUTE OR LAW THAT PROHIBITS

OR MAY PROHIBIT THE COLLECTION OF THE APPLICABLE PREMIUM IN CONNECTION WITH ANY SUCH ACCELERATION FOLLOWING A CSC FREEFALL EVENT

INCLUDING IN CONNECTION WITH ANY VOLUNTARY OR INVOLUNTARY ACCELERATION OF THE TERM LOANS PURSUANT TO ANY INSOLVENCY OR SIMILAR PROCEEDING

UNDER ANY BANKRUPTCY LAWS OR PURSUANT TO A PLAN OF REORGANIZATION, IN EACH CASE, FOLLOWING A CSC FREEFALL EVENT. The Borrowers expressly

agree that: (i) the Applicable Premium is reasonable and is the product of an arm’s length transaction between sophisticated

business people, ably represented by counsel; (ii) the Applicable Premium shall be payable notwithstanding the then prevailing market

rates at the time any such fee becomes due or payable; (iii) there has been a course of conduct between the Lenders and the Borrowers

giving specific consideration in this transaction for such agreement to pay the Applicable Premium following a CSC Freefall Event; and

(iv) the Borrowers shall be estopped hereafter from claiming differently than as agreed to in this paragraph. The Borrowers expressly

acknowledge that their agreement to pay the Applicable Premium to the Lenders following a CSC Freefall Event as herein described is a

material inducement to the Lenders to enter into Amendment No. 1.

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Section 7.02.         Application

of Funds. After the exercise of remedies provided for in this Article VII (or after the Loans have automatically become

immediately due and payable), any amounts received on account of the Obligations shall (subject to the Intercreditor Agreement (on and

after the execution thereof)) be applied by the Administrative Agent in the following order:

first, to payment of

that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements

of counsel to the Administrative Agent and amounts payable under Section 2.20) payable to the Administrative Agent, in its capacity

as such;

second, to payment of

that portion of the Obligations constituting indemnities, expenses, and other amounts (other than principal, interest and fees) payable

to the Lenders (including fees, charges and disbursements of counsel to the respective Lenders and amounts payable under Section 2.20),

ratably among them in proportion to the amounts described in this clause second payable to them;

third, to payment of

that portion of the Obligations constituting accrued and unpaid interest on the Term Loans, and other Obligations, and fees, ratably

among the Lenders in proportion to the respective amounts described in this clause third payable to them;

fourth, to payment of

that portion of the Obligations constituting unpaid principal of the Term Loans and, subject to the Pari Secured Treasury Claim of each

applicable Treasury Services Provider, to Obligations arising under each applicable Treasury Service Provider’s Treasury Services

Agreement, ratably among the Lenders in proportion to the respective amounts described in this clause fourth held by them;

fifth, to payment of

all other Obligations ratably among the Lenders in proportion to the respective amounts described in this clause fifth held by them;

and

last, the balance, if

any, after all of the Obligations have been indefeasibly paid in full, to the Loan Parties or as otherwise required by Law.

Article VIII

The Administrative Agent; Etc.

Section 8.01.         Authorization

and Action.

(a)           Each

Lender hereby irrevocably appoints the entity named as Administrative Agent in the heading of this Agreement and its successors and assigns

to serve as the administrative agent and collateral agent under the Loan Documents and each Lender authorizes the Administrative Agent

to take such actions as agent on its behalf and to exercise such powers under this Agreement and the other Loan Documents as are delegated

to the Administrative Agent under such agreements and to exercise such powers as are reasonably incidental thereto. Without limiting

the foregoing, each Lender hereby authorizes the Administrative Agent to execute and deliver, and to perform its obligations under, each

of the Loan Documents to which the Administrative Agent is a party, and to exercise all rights, powers and remedies that the Administrative

Agent may have under such Loan Documents.

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(b)           As

to any matters not expressly provided for herein and in the other Loan Documents (including enforcement or collection), the Administrative

Agent shall not be required to exercise any discretion or take any action, but shall be required to act or to refrain from acting (and

shall be fully protected in so acting or refraining from acting) upon the written instructions of the Required Lenders (or such other

number or percentage of the Lenders as shall be necessary, pursuant to the terms in the Loan Documents), and, unless and until revoked

in writing, such instructions shall be binding upon each Lender; provided, however, that the Administrative Agent shall

not be required to take any action that (i) the Administrative Agent in good faith believes exposes it to liability unless the Administrative

Agent receives an indemnification and is exculpated in a manner satisfactory to it from the Lenders with respect to such action or (ii) is

contrary to this Agreement or any other Loan Document or applicable law, including any action that may be in violation of the automatic

stay under any requirement of law relating to bankruptcy, insolvency or reorganization or relief of debtors or that may effect a forfeiture,

modification or termination of property of a Defaulting Lender in violation of any requirement of law relating to bankruptcy, insolvency

or reorganization or relief of debtors; provided, further, that the Administrative Agent may seek clarification or direction

from the Required Lenders prior to the exercise of any such instructed action and may refrain from acting until such clarification or

direction has been provided. Except as expressly set forth in the Loan Documents, the Administrative Agent shall not have any duty to

disclose, and shall not be liable for the failure to disclose, any information relating to either Borrower, any Subsidiary or any Affiliate

of any of the foregoing that is communicated to or obtained by the Person serving as Administrative Agent or any of its Affiliates in

any capacity. Nothing in this Agreement shall require the Administrative Agent to expend or risk its own funds or otherwise incur any

financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers if it shall have

reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably

assured to it.

performing its functions and duties hereunder and under the other Loan Documents, the Administrative Agent is acting solely on behalf

of the Lenders (except in limited circumstances expressly provided for herein relating to the maintenance of the Register), and its duties

are entirely mechanical and administrative in nature. The motivations of the Administrative Agent and the Collateral Agent (together

the “Agents”) are commercial in nature and not to invest in the general performance or operations of either

Borrower. Without limiting the generality of the foregoing:

(i)                the

Administrative Agent does not assume and shall not be deemed to have assumed any obligation or duty or any other relationship as the

agent, fiduciary or trustee of or for any Lender or holder of any other obligation other than as expressly set forth herein and in the

other Loan Documents, regardless of whether a Default or an Event of Default has occurred and is continuing (and it is understood and

agreed that the use of the term “agent” (or any similar term) herein or in any other Loan Document with reference to the

Administrative Agent is not intended to connote any fiduciary duty or other implied (or express) obligations arising under agency doctrine

of any applicable law, and that such term is used as a matter of market custom and is intended to create or reflect only an administrative

relationship between contracting parties); additionally, each Lender agrees that it will not assert any claim against the Administrative

Agent based on an alleged breach of fiduciary duty by the Administrative Agent in connection with this Agreement and/or the transactions

contemplated hereby;

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(ii)               where

the Agents are required or deemed to act as a trustee in respect of any Collateral over which a security interest has been created pursuant

to a Loan Document expressed to be governed by the laws of the United States, or is required or deemed to hold any Collateral “on

trust” pursuant to the foregoing, the obligations and liabilities of the Agents to the Secured Parties in their capacity as trustee

shall be excluded to the fullest extent permitted by applicable law; and

(iii)              nothing

in this Agreement or any Loan Document shall require the Administrative Agent to account to any Lender for any sum or the profit element

of any sum received by the Administrative Agent for its own account;

(d)           The

Administrative Agent may perform any of its duties and exercise its rights and powers hereunder or under any other Loan Document by or

through any one or more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such sub-agent may perform

any of their respective duties and exercise their respective rights and powers through their respective Related Parties. The exculpatory

provisions of this Article shall apply to any such sub-agent and to the Related Parties of the Administrative Agent and any such

sub-agent, and shall apply to their respective activities pursuant to this Agreement. The Administrative Agent shall not be responsible

for the negligence or misconduct of any sub-agent except to the extent that a court of competent jurisdiction determines in a final and

nonappealable judgment that the Administrative Agent acted with gross negligence or willful misconduct in the selection of such sub-agent.

(e)           None

of the Agents or any Arranger shall have obligations or duties whatsoever in such capacity under this Agreement or any other Loan Document

and shall incur no liability hereunder or thereunder in such capacity, but all such persons shall have the benefit of the indemnities

provided for hereunder.

(f)            In

case of the pendency of any proceeding with respect to any Loan Party under any Federal, state or foreign bankruptcy, insolvency, receivership

or similar law now or hereafter in effect, the Administrative Agent (irrespective of whether the principal of any Loan shall then be

due and payable as herein expressed or by declaration or otherwise and irrespective of whether the Administrative Agent shall have made

any demand on the Borrower Representative) shall be entitled and empowered (but not obligated) by intervention in such proceeding or

otherwise:

(i)                to

file and prove a claim for the whole amount of the principal and interest owing and unpaid in respect of the Loans and all other Obligations

that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of the Lenders

and the Administrative Agent (including any claim under Sections 2.05, 2.20, and 9.05) allowed in such judicial proceeding; and

(ii)               to

collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same;

and any custodian, receiver, assignee, trustee,

liquidator, sequestrator or other similar official in any such proceeding is hereby authorized by each Lender and each other Secured

Party to make such payments to the Administrative Agent and, in the event that the Administrative Agent shall consent to the making of

such payments directly to the Lenders or the other Secured Parties, to pay to the Administrative Agent any amount due to it, in its capacity

as the Administrative Agent, under the Loan Documents (including under Section 9.05). Nothing contained herein shall be deemed to

authorize the Administrative Agent to authorize or consent to or accept or adopt on behalf of any Lender any plan of reorganization,

arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to authorize the Administrative Agent

to vote in respect of the claim of any Lender in any such proceeding.

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(g)           The

provisions of this Article VIII are solely for the benefit of the Administrative Agent and the Lenders, and, except solely to the

extent of the Borrower Representative’s rights to consent pursuant to and subject to the conditions set forth in this Article VIII,

none of the Borrowers or any Subsidiary, or any of their respective Affiliates, shall have any rights as a third party beneficiary under

any such provisions. Each Secured Party, whether or not a party hereto, will be deemed, by its acceptance of the benefits of the Collateral

and of the Guarantees of the Obligations provided under the Loan Documents, to have agreed to the provisions of this Article VIII.

Section 8.02.         Administrative

Agent’s Reliance, Limitation of Liability, Etc.

(a)           Neither

the Administrative Agent nor any of its Related Parties shall be (i) liable for any action taken or omitted to be taken by such

party, the Administrative Agent or any of its Related Parties under or in connection with this Agreement or the other Loan Documents

(x) with the consent of or at the request of the Required Lenders (or such other number or percentage of the Lenders as shall be

necessary, or as the Administrative Agent shall believe in good faith to be necessary, under the circumstances as provided in the Loan

Documents) or (y) in the absence of its own gross negligence or willful misconduct (such absence to be presumed unless otherwise

determined by a court of competent jurisdiction by a final and non-appealable judgment) or (ii) responsible in any manner to any

of the Lenders for any recitals, statements, representations or warranties made by any Loan Party or any officer thereof contained in

this Agreement or any other Loan Document or in any certificate, report, statement or other document referred to or provided for in,

or received by the Administrative Agent under or in connection with, this Agreement or any other Loan Document or for the value, validity,

effectiveness, genuineness, enforceability or sufficiency of this Agreement or any other Loan Document (including, for the avoidance

of doubt, in connection with the Administrative Agent’s reliance on any electronic signature transmitted by telecopy, emailed pdf.

or any other electronic means that reproduces an image of an actual executed signature page) or for any failure of any Loan Party to

perform its obligations hereunder or thereunder.

(b)           The

Administrative Agent shall be deemed not to have knowledge of any (i) notice of any of the events or circumstances set forth or

described in Section 5.03 unless and until written notice thereof stating that it is a “notice under Section 5.03”

in respect of this Agreement and identifying the specific clause under said Section is given to the Administrative Agent by the

Borrower Representative, or (ii) notice of any Default or Event of Default unless and until written notice thereof (stating that

it is a “notice of Default” or a “notice of an Event of Default”) is given to the Administrative Agent by the

Borrower Representative or a Lender. Further, the Administrative Agent shall not be responsible for or have any duty to ascertain or

inquire into (A) any statement, warranty or representation made in or in connection with any Loan Document, (B) the contents

of any certificate, report or other document delivered thereunder or in connection therewith, (C) the performance or observance

of any of the covenants, agreements or other terms or conditions set forth in any Loan Document or the occurrence of any Default or Event

of Default, (D) the sufficiency, validity, enforceability, effectiveness or genuineness of any Loan Document or any other agreement,

instrument or document, (E) the satisfaction of any condition set forth in Article IV or elsewhere in any Loan Document, other

than to confirm receipt of items (which on their face purport to be such items) expressly required to be delivered to the Administrative

Agent or satisfaction of any condition that expressly refers to the matters described therein being acceptable or satisfactory to the

Administrative Agent, or (F) the creation, perfection or priority of Liens on the Collateral.

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limiting the foregoing, the Administrative Agent (i) may treat the payee of any promissory note as its holder until such promissory

note has been assigned in accordance with Section 9.04, (ii) may rely on the Register to the extent set forth in Section 9.04,

(iii) may consult with legal counsel (including counsel to the Borrowers), independent public accountants and other experts selected

by it, and shall not be liable for any action taken or omitted to be taken in good faith by it in accordance with the advice of such

counsel, accountants or experts, (iv) makes no warranty or representation to any Lender and shall not be responsible to any Lender

for any statements, warranties or representations made by or on behalf of any Loan Party in connection with this Agreement or any other

Loan Document, (v) in determining compliance with any condition hereunder to the making of a Loan that by its terms must be fulfilled

to the satisfaction of a Lender, may presume that such condition is satisfactory to such Lender unless the Administrative Agent shall

have received notice to the contrary from such Lender sufficiently in advance of the making of such Loan and (vi) shall be entitled

to rely on, and shall incur no liability under or in respect of this Agreement or any other Loan Document by acting upon, any notice,

consent, certificate or other instrument or writing (which writing may be a fax, any electronic message, Internet or intranet website

posting or other distribution) or any statement made to it orally or by telephone and believed by it to be genuine and signed or sent

or otherwise authenticated by the proper party or parties (whether or not such Person in fact meets the requirements set forth in the

Loan Documents for being the maker thereof).

Section 8.03.         [Reserved.]

Section 8.04.         [Reserved.]

Section 8.05.         Successor

Administrative Agent.

(a)           The

Administrative Agent may resign at any time by giving 30 days’ prior written notice thereof to the Lenders and the Borrower Representative,

whether or not a successor Administrative Agent has been appointed. Upon any such resignation, (i) the Administrative Agent may

appoint one of its Affiliates as a successor Administrative Agent and (ii) if the Administrative Agent has not appointed one of

its Affiliates as a successor Administrative Agent pursuant to clause (i) above, the Required Lenders shall have the right to appoint

a successor Administrative Agent. If no successor Administrative Agent shall have been so appointed by the Required Lenders, and shall

have accepted such appointment, within 30 days after the retiring Administrative Agent’s giving of notice of resignation, then

the retiring Administrative Agent may, on behalf of the Lenders, appoint a successor Administrative Agent, which shall be a bank with

an office in New York, New York or an Affiliate of any such bank. In either case, (other than if the Administrative Agent appoints one

of its Affiliates as a successor Administrative Agent pursuant to clause (i) above), such appointment shall be subject to the prior

written approval of the Borrower Representative (which approval may not be unreasonably withheld, conditioned or delayed and shall not

be required while a Specified Event of Default has occurred and is continuing). Upon the acceptance of any appointment as Administrative

Agent by a successor Administrative Agent, such successor Administrative Agent shall succeed to, and become vested with, all the rights,

powers, privileges and duties of the retiring Administrative Agent. Upon the acceptance of appointment as Administrative Agent by a successor

Administrative Agent, the retiring Administrative Agent shall be discharged from its duties and obligations under this Agreement and

the other Loan Documents. Prior to any retiring Administrative Agent’s resignation hereunder as Administrative Agent, the retiring

Administrative Agent shall take such action as may be reasonably necessary to assign to the successor Administrative Agent its rights

as Administrative Agent under the Loan Documents.

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(b)           Notwithstanding

paragraph (a) of this Section, in the event no successor Administrative Agent shall have been so appointed and shall have accepted

such appointment within 30 days after the retiring Administrative Agent gives notice of its intent to resign, the retiring Administrative

Agent may give notice of the effectiveness of its resignation to the Lenders and the Borrower Representative, whereupon, on the date

of effectiveness of such resignation stated in such notice, (i) the retiring Administrative Agent shall be discharged from its duties

and obligations hereunder and under the other Loan Documents; provided that, solely for purposes of maintaining any security interest

granted to the Administrative Agent under any Security Document for the benefit of the Secured Parties, the retiring Administrative Agent

shall continue to be vested with such security interest as collateral agent for the benefit of the Secured Parties, and continue to be

entitled to the rights set forth in such Security Document and Loan Document, and, in the case of any Collateral in the possession of

the Administrative Agent, shall continue to hold such Collateral, in each case until such time as a successor Administrative Agent is

appointed and accepts such appointment in accordance with this Section 8.05 (it being understood and agreed that the retiring Administrative

Agent shall have no duty or obligation to take any further action under any Security Document, including any action required to maintain

the perfection of any such security interest), and (ii) the Required Lenders shall succeed to and become vested with all the rights,

powers, privileges and duties of the retiring Administrative Agent; provided that (A) all payments required to be made hereunder

or under any other Loan Document to the Administrative Agent for the account of any Person other than the Administrative Agent shall

be made directly to such Person and (B) all notices and other communications required or contemplated to be given or made to the

Administrative Agent shall directly be given or made to each Lender. Following the effectiveness of the Administrative Agent’s

resignation from its capacity as such, the provisions of this Article VIII and Section 9.05, as well as any exculpatory, reimbursement

and indemnification provisions set forth in any other Loan Document, shall continue in effect for the benefit of such retiring Administrative

Agent, its sub-agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while

the retiring Administrative Agent was acting as Administrative Agent and in respect of the matters referred to in the proviso under clause

(i) above.

Section 8.06.         Acknowledgements

of Lenders.

(a)           Each

Lender represents and warrants that (i) the Loan Documents set forth the terms of a commercial lending facility, (ii) in participating

as a Lender, it is engaged in making, acquiring or holding commercial loans and in providing other facilities set forth herein as may

be applicable to such Lender, in each case in the ordinary course of business, and not for the purpose of investing in the general performance

or operations of the Borrowers, or for the purpose of purchasing, acquiring or holding any other type of financial instrument such as

a security (and each Lender agrees not to assert a claim in contravention of the foregoing, such as a claim under the federal or state

securities law), (iii) it has, independently and without reliance upon the Agents, any Arranger, or any Lender, or any of the Related

Parties of any of the foregoing, and based on such documents and information as it has deemed appropriate, made its own credit analysis

and decision to enter into this Agreement as a Lender, and to make, acquire or hold Term Loans hereunder and (iv) it is sophisticated

with respect to decisions to make, acquire and/or hold commercial loans and to provide other facilities set forth herein, as may be applicable

to such Lender, and either it, or the Person exercising discretion in making its decision to make, acquire and/or hold such commercial

loans or to provide such other facilities, is experienced in making, acquiring or holding such commercial loans or providing such other

facilities. Each Lender also acknowledges that it will, independently and without reliance upon the Agents, any Arranger or any Lender,

or any of the Related Parties of any of the foregoing, and based on such documents and information (which may contain material, non-public

information within the meaning of the United States securities laws concerning the Borrowers and their Affiliates) as it shall from time

to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other

Loan Document or any related agreement or any document furnished hereunder or thereunder.

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(b)           Each

Lender, by delivering its signature page to this Agreement on the Closing Date, or delivering its signature page to any other

Loan Document pursuant to which it shall become a Lender hereunder, shall be deemed to have acknowledged receipt of, and consented to

and approved, each Loan Document and each other document required to be delivered to, or be approved by or satisfactory to, the Administrative

Agent or the Lenders on the Closing Date.

Lender hereby agrees that (x) if the Administrative Agent notifies such Lender that the Administrative Agent has determined in

its sole discretion that any funds received by such Lender from the Administrative Agent or any of its Affiliates (whether as a payment,

prepayment or repayment of principal, interest, fees or otherwise; individually and collectively, a “Payment”)

were erroneously transmitted to such Lender (whether or not known to such Lender), and demands the return of such Payment (or a portion

thereof), such Lender shall promptly, but in no event later than one Business Day thereafter (or such later date as the Administrative

Agent, may, in its sole discretion, specify in writing), return to the Administrative Agent the amount of any such Payment (or portion

thereof) as to which such a demand was made in same day funds, together with interest thereon (except to the extent waived in writing

by the Administrative Agent) in respect of each day from and including the date such Payment (or portion thereof) was received by such

Lender to the date such amount is repaid to the Administrative Agent at a rate determined by the Administrative Agent in accordance with

banking industry rules on interbank compensation from time to time in effect, and (y) to the extent permitted by applicable

law, such Lender shall not assert, and hereby waives, as to the Administrative Agent, any claim, counterclaim, defense or right of set-off

or recoupment with respect to any demand, claim or counterclaim by the Administrative Agent for the return of any Payments received,

including without limitation any defense based on “discharge for value” or any similar doctrine. A notice of the Administrative

Agent to any Lender under this Section 8.06(c) shall be conclusive, absent manifest error.

(ii)               Each

Lender hereby further agrees that if it receives a Payment from the Administrative Agent or any of its Affiliates (x) that

is in a different amount than, or on a different date from, that specified in a notice of payment sent by the Administrative Agent (or

any of its Affiliates) with respect to such Payment (a “Payment Notice”) or (y) that was not preceded

or accompanied by a Payment Notice, it shall be on notice, in each such case, that an error has been made with respect to such Payment.

Each Lender agrees that, in each such case, or if it otherwise becomes aware a Payment (or portion thereof) may have been sent in error,

such Lender shall promptly notify the Administrative Agent of such occurrence and, upon demand from the Administrative Agent, it shall

promptly, but in no event later than one Business Day thereafter (or such later date as the Administrative Agent, may, in its sole discretion,

specify in writing), return to the Administrative Agent the amount of any such Payment (or portion thereof) as to which such a demand

was made in same day funds, together with interest thereon (except to the extent waived in writing by the Administrative Agent) in respect

of each day from and including the date such Payment (or portion thereof) was received by such Lender to the date such amount is repaid

to the Administrative Agent at a rate determined by the Administrative Agent in accordance with banking industry rules on interbank

compensation from time to time in effect.

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(iii)              The

Borrowers and each other Loan Party hereby agrees that (x) in the event an erroneous Payment (or portion thereof) is not recovered

from any Lender that has received such Payment (or portion thereof) for any reason, the Administrative Agent shall be subrogated to all

the rights of such Lender with respect to such amount and (y) an erroneous Payment shall not pay, prepay, repay, discharge or otherwise

satisfy any Obligations owed by the Borrowers or any other Loan Party, except, in each case, to the extent such erroneous Payment is,

and with respect to the amount of such erroneous Payment that is, comprised of funds of the Borrowers or any other Loan Party; provided

that this Section 8.06(c)(iii) shall not be interpreted to increase (or accelerate the due date for), or have the effect of

increasing (or accelerating the due date for), the Obligations of the Borrowers relative to the amount (and/or timing for payment) of

the Obligations that would have been payable had such erroneous Payment not been made by the Administrative Agent.

(iv)              Each

party’s obligations under this Section 8.06(c) shall survive the resignation or replacement of the Administrative Agent

or any transfer of rights or obligations by, or the replacement of, a Lender, the termination of the Commitments or the repayment, satisfaction

or discharge of all Obligations under any Loan Document.

(d)           The

Lenders acknowledge that there may be a constant flow of information (including information which may be subject to confidentiality obligations

in favor of the Loan Parties) between the Loan Parties and their Affiliates, on the one hand, and JPMorgan Chase Bank, N.A. and its Affiliates,

on the other hand. Without limiting the foregoing, the Loan Parties or their Affiliates may provide information, including updates to

previously provided information to name JPMorgan Chase Bank, N.A. and/or its Affiliates acting in different capacities, including as

Lender, lead bank, arranger or potential securities investor, independent of such entities’ role as administrative agent hereunder.

The Lenders acknowledge that JPMorgan Chase Bank, N.A. and its Affiliates shall not be under any obligation to provide any of the foregoing

information to them. Notwithstanding anything to the contrary set forth herein or in any other Loan Document, except for notices, reports

and other documents expressly required to be furnished to the Lenders by the Administrative Agent herein, the Administrative Agent shall

not have any duty or responsibility to provide, and shall not be liable for the failure to provide, any Lender with any credit or other

information concerning the Term Loans, the Lenders, the business, prospects, operations, property, financial and other condition or creditworthiness

of any of the Loan Parties or any of their respective Affiliates that is communicated to, obtained by, or in the possession of, the Administrative

Agent or any of its Affiliates in any capacity, including any information obtained by the Administrative Agent in the course of communications

among the Administrative Agent and any Loan Party, any Affiliate thereof or any other Person. Notwithstanding the foregoing, any such

information may (but shall not be required to) be shared by the Administrative Agent with one or more Lenders, or any formal or informal

committee or ad hoc group of such Lenders, including at the direction of a Loan Party.

Section 8.07.         Collateral

Matters.

(a)           Except

with respect to the exercise of setoff rights in accordance with Section 9.07 or with respect to a Secured Party’s right to

file a proof of claim in an insolvency proceeding, no Secured Party shall have any right individually to realize upon any of the Collateral

or to enforce any Guarantee of the Obligations, it being understood and agreed that all powers, rights and remedies under the Loan Documents

may be exercised solely by the Administrative Agent on behalf of the Secured Parties in accordance with the terms thereof.

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(b)           In

furtherance of the foregoing and not in limitation thereof, no arrangements in respect of any Treasury Services Agreement will create

(or be deemed to create) in favor of any Secured Party that is a party thereto any rights in connection with the management or release

of any Collateral or of the obligations of any Loan Party under any Loan Document. By accepting the benefits of the Collateral, each

Secured Party that is a party to any such arrangement in respect of Cash Management Services shall be deemed to have appointed the Administrative

Agent to serve as administrative agent and collateral agent under the Loan Documents and agreed to be bound by the Loan Documents as

a Secured Party thereunder, subject to the limitations set forth in this paragraph.

Secured Parties irrevocably authorize the Administrative Agent, at its option and in its discretion, to subordinate any Lien on any property

granted to or held by the Administrative Agent under any Loan Document to the holder of any Lien on such property that is permitted by

Section 6.06. The Administrative Agent shall not be responsible for or have a duty to ascertain or inquire into any representation

or warranty regarding the existence, value or collectability of the Collateral, the existence, priority or perfection of the Administrative

Agent’s Lien thereon or any certificate prepared by any Loan Party in connection therewith, nor shall the Administrative Agent

be responsible or liable to the Lenders or any other Secured Party for any failure to monitor or maintain any portion of the Collateral.

Section 8.08.         Credit

Bidding. The Secured Parties hereby irrevocably authorize the Administrative Agent, at the direction of the Required Lenders,

to credit bid all or any portion of the Obligations (including by accepting some or all of the Collateral in satisfaction of some or

all of the Obligations pursuant to a deed in lieu of foreclosure or otherwise) and in such manner purchase (either directly or through

one or more acquisition vehicles) all or any portion of the Collateral (a) at any sale thereof conducted under the provisions of

the Bankruptcy Code, including under Sections 363, 1123 or 1129 of the Bankruptcy Code, or any similar laws in any other jurisdictions

to which a Loan Party is subject, or (b) at any other sale, foreclosure or acceptance of collateral in lieu of debt conducted by

(or with the consent or at the direction of) the Administrative Agent (whether by judicial action or otherwise) in accordance with any

applicable law. In connection with any such credit bid and purchase, the Obligations owed to the Secured Parties shall be entitled to

be, and shall be, credit bid by the Administrative Agent at the direction of the Required Lenders on a ratable basis (with Obligations

with respect to contingent or unliquidated claims receiving contingent interests in the acquired assets on a ratable basis that shall

vest upon the liquidation of such claims in an amount proportional to the liquidated portion of the contingent claim amount used in allocating

the contingent interests) for the asset or assets so purchased (or for the equity interests or debt instruments of the acquisition vehicle

or vehicles that are issued in connection with such purchase). In connection with any such bid, (i) the Administrative Agent shall

be authorized to form one or more acquisition vehicles and to assign any successful credit bid to such acquisition vehicle or vehicles,

(ii) each of the Secured Parties’ ratable interests in the Obligations which were credit bid shall be deemed without any further

action under this Agreement to be assigned to such vehicle or vehicles for the purpose of closing such sale, (iii) the Administrative

Agent shall be authorized to adopt documents providing for the governance of the acquisition vehicle or vehicles (provided that

any actions by the Administrative Agent with respect to such acquisition vehicle or vehicles, including any disposition of the assets

or equity interests thereof, shall be governed, directly or indirectly, by, and the governing documents shall provide for, control by

the vote of the Required Lenders or their permitted assignees under the terms of this Agreement or the governing documents of the applicable

acquisition vehicle or vehicles, as the case may be, irrespective of the termination of this Agreement and without giving effect to the

limitations on actions by the Required Lenders contained in Section 9.08 of this Agreement), (iv) the Administrative Agent

on behalf of such acquisition vehicle or vehicles shall be authorized to issue to each of the Secured Parties, ratably on account of

the relevant Obligations which were credit bid, interests, whether as equity, partnership interests, limited partnership interests or

membership interests, in any such acquisition vehicle and/or debt instruments issued by such acquisition vehicle, all without the need

for any Secured Party or acquisition vehicle to take any further action, and (v) to the extent that Obligations that are assigned

to an acquisition vehicle are not used to acquire Collateral for any reason (as a result of another bid being higher or better, because

the amount of Obligations assigned to the acquisition vehicle exceeds the amount of Obligations credit bid by the acquisition vehicle

or otherwise), such Obligations shall automatically be reassigned to the Secured Parties pro rata with their original interest in such

Obligations and the equity interests and/or debt instruments issued by any acquisition vehicle on account of such Obligations shall automatically

be cancelled, without the need for any Secured Party or any acquisition vehicle to take any further action. Notwithstanding that the

ratable portion of the Obligations of each Secured Party are deemed assigned to the acquisition vehicle or vehicles as set forth in clause

(ii) above, each Secured Party shall execute such documents and provide such information regarding the Secured Party (and/or any

designee of the Secured Party which will receive interests in or debt instruments issued by such acquisition vehicle) as the Administrative

Agent may reasonably request in connection with the formation of any acquisition vehicle, the formulation or submission of any credit

bid or the consummation of the transactions contemplated by such credit bid.

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Article IX

Miscellaneous

Section 9.01.         Notices;

Electronic Communications.

(a)            Notices

and other communications provided for herein shall be in writing and shall be delivered by hand or overnight courier service, mailed

by certified or registered mail or sent by fax, as follows:

(i)            if

to a Loan Party, to it at:

Marc Sirota and Michael Olsen

Optimum Communications, Inc.

Court Square West

Long Island City,

NY 11101

United States of America

E-mail: marc.sirota@alticeusa.com

and michael.olsen@alticeusa.com

(ii)            if

to the Administrative Agent, to the address, facsimile number, electronic mail address or telephone number specified for such Person

on Schedule 9.01(b); and

(iii)          if

to a Lender, to such Lender at its address (or fax number) set forth on Schedule 2.01 or in the Assignment and Acceptance pursuant to

which such Lender shall have become a party hereto or as otherwise communicated in writing from time to time by such Lender to the Borrower

Representative and the Administrative Agent.

(b)           All

notices and other communications given to any party hereto in accordance with the provisions of this Agreement shall be deemed to have

been given on the date of receipt if delivered by hand or overnight courier service or sent by fax or on the date five Business Days

after dispatch by certified or registered mail if mailed, in each case delivered, sent or mailed (properly addressed) to such party as

provided in this Section 9.01 or in accordance with the latest unrevoked direction from such party given in accordance with this

Section 9.01.

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agreed to among the Borrower Representative, the Administrative Agent and the applicable Lenders 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. Notices and other communications to the Lenders hereunder may be delivered or furnished by electronic communication

(including e-mail and Internet or intranet websites) pursuant to procedures approved by the Administrative Agent; provided that

the foregoing shall not apply to notices to any Lender pursuant to Article II if such Lender has notified the Administrative Agent

that it is incapable of receiving notices under Article II by electronic communication. The Administrative Agent or the Borrower

Representative may, in its discretion, agree to accept notices and other communications to it hereunder by electronic communications

pursuant to procedures approved by it; provided that approval of such procedures may be limited to particular notices or communications.

(d)           Unless

the Administrative Agent otherwise prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received

upon the intended recipient’s receipt of the notice or communication, which shall be evidenced by an acknowledgment from the intended

recipient (such as by the “delivery receipt” function, as available, return e-mail or other written acknowledgement); provided

that, if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication

shall be deemed to have been sent at the opening of business on the next Business Day for the recipient; provided, further,

that if the sender receives an “out-of-office” reply e-mail containing instructions regarding notification to another person

in the intended recipient’s absence, such notice or other communication shall be deemed received upon the sender’s compliance

with such instructions, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon

the deemed receipt by the intended recipient at its e-mail address as described in the foregoing clause (i) of notification that

such notice or communication is available and identifying the website address therefor.

(e)           The

Borrower Representative hereby agrees, unless directed otherwise by the Administrative Agent or unless the e-mail address referred to

below has not been provided by the Administrative Agent to the Borrower Representative will provide to the Administrative Agent all information,

documents and other materials that it is obligated to furnish to the Administrative Agent pursuant to the Loan Documents or to the Lenders

under hereof or under Article V or VI hereof, including all notices, requests, financial statements, financial and other reports,

certificates and other information materials, but excluding any such communication that (i) is or relates to a Borrowing Request,

(ii) relates to the payment of any principal or other amount due under this Agreement prior to the scheduled date therefor, (iii) provides

notice of any Default or Event of Default under this Agreement or any other Loan Document or (iv) is required to be delivered to

satisfy any condition precedent to the effectiveness of this Agreement and/or any Borrowing or other extension of credit hereunder (all

such non-excluded communications being referred to herein collectively as “Communications”), by transmitting

the Communications in an electronic/soft medium that is properly identified in a format acceptable to the Administrative Agent to an

e-mail address as directed by the Administrative Agent. In addition, the Borrower Representative agrees to continue to provide the Communications

to the Administrative Agent or the Lenders, as the case may be, in the manner specified in the Loan Documents but only to the extent

requested by the Administrative Agent.

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(f)            The

Borrowers hereby acknowledge that (i) the Administrative Agent will make available to the Lenders materials and/or information provided

by or on behalf of the Borrower hereunder (collectively, the “Borrower Materials”) by posting the Borrower

Materials on Intralinks or another similar electronic system (the “Platform”) and (ii) certain of the

Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect

to the Borrowers, its Affiliates or their respective securities for purposes of United States federal and state securities laws) (each,

a “Public Lender”). The Borrowers hereby agree that (w) all Borrower Materials that are to be made available

to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC”

shall appear prominently on the first page thereof; (x) by marking Borrower Materials “PUBLIC,” the Borrowers shall

be deemed to have authorized the Administrative Agent and the Lenders to treat such Borrower Materials as not containing any material

non-public information with respect to the Borrowers, their Affiliates or their respective securities for purposes of United States federal

and state securities laws (provided, however, that to the extent the Borrower Materials constitute Information, they shall

be treated as set forth in Section 9.16); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available

through a portion of the Platform designated as “Public Investor;” and (z) the Administrative Agent shall be entitled

to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform

not marked as “Public Investor.” Notwithstanding the foregoing, the following Borrower Materials shall be marked “PUBLIC”

and the Borrowers agree that the following documents may be distributed to all Lenders (including Public Lenders) unless, solely with

respect to the documents described in clauses (B) and (C) below, the Borrower Representative advises the Administrative Agent

in writing (including by e-mail) within a reasonable time prior to their intended distribution that such material should only be distributed

to Lenders other than Public Lenders (it being agreed that the Borrower Representative and its counsel shall have been given a reasonable

opportunity to review such documents and comply with applicable securities law disclosure obligations): (A) the Loan Documents;

(B) administrative materials prepared by the Administrative Agent for prospective Lenders; and (C) financial statements and

certificates furnished pursuant to Section 6.10.

(g)            Each

Public Lender agrees to cause at least one individual at or on behalf of such Public Lender to at all times have selected the “Private

Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender

or its delegate, in accordance with such Public Lender’s compliance procedures and applicable law, including United States Federal

and state securities laws, to make reference to Communications that are not made available through the “Public Side Information”

portion of the Platform and that may contain material non-public information with respect to the Borrowers or their securities for purposes

of United States Federal or state securities laws.

(h)            THE

PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE”. NEITHER THE ADMINISTRATIVE AGENT NOR ANY OF ITS RELATED

PARTIES WARRANTS THE ACCURACY OR COMPLETENESS OF THE COMMUNICATIONS OR THE ADEQUACY OF THE PLATFORM AND EACH EXPRESSLY DISCLAIMS

LIABILITY FOR ERRORS OR OMISSIONS IN THE COMMUNICATIONS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING

ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR

OTHER CODE DEFECTS IS MADE BY THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES IN CONNECTION WITH THE COMMUNICATIONS OR THE PLATFORM.

IN NO EVENT SHALL THE ADMINISTRATIVE AGENT OR ANY OF ITS RELATED PARTIES HAVE ANY LIABILITY TO ANY LOAN PARTY, ANY LENDER OR ANY OTHER

PERSON FOR DAMAGES OF ANY KIND, WHETHER OR NOT BASED ON STRICT LIABILITY AND INCLUDING DIRECT OR INDIRECT, SPECIAL, INCIDENTAL OR

CONSEQUENTIAL DAMAGES, LOSSES OR EXPENSES (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF ANY LOAN PARTY’S OR THE ADMINISTRATIVE

AGENT’S TRANSMISSION OF COMMUNICATIONS THROUGH THE INTERNET, EXCEPT TO THE EXTENT THE LIABILITY OF ANY SUCH PERSON IS FOUND IN

A FINAL RULING BY A COURT OF COMPETENT JURISDICTION TO HAVE RESULTED PRIMARILY FROM SUCH PERSON’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

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(i)            The

Administrative Agent agrees that the receipt of the Communications by the Administrative Agent at its e-mail address set forth above

shall constitute effective delivery of the Communications to the Administrative Agent for purposes of the Loan Documents. Each Lender

agrees that receipt of notice to it (as provided in the next sentence) specifying that the Communications have been posted to the Platform

shall constitute effective delivery of the Communications to such Lender for purposes of the Loan Documents. Each Lender agrees to notify

the Administrative Agent in writing (including by electronic communication) from time to time of such Lender’s e-mail address to

which the foregoing notice may be sent by electronic transmission and that the foregoing notice may be sent to such e-mail address.

Section 9.02.         Survival

of Agreement. Nothing herein shall prejudice the right of the Administrative Agent or any Lender to give any notice or other

communication pursuant to any Loan Document in any other manner specified in such Loan Document. All covenants, agreements, representations

and warranties made by the Borrowers herein and in the certificates or other instruments prepared or delivered in connection with or

pursuant to this Agreement or any other Loan Document shall be considered to have been relied upon by the Lenders and shall survive the

making by the Lenders of the Loans, regardless of any investigation made by the Lenders or on their behalf, and shall continue in full

force and effect as long as the principal of or any accrued interest on any Loan or any Fee or any other amount payable under this Agreement

or any other Loan Document is outstanding and unpaid and so long as the Commitments have not been terminated. The provisions of Sections

2.14, 2.20 and 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of this Agreement, the

consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments, the invalidity

or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by or on behalf

of the Administrative Agent, the Collateral Agent or any Lender.

Section 9.03.         Binding

Effect. This Agreement shall become effective when the Administrative Agent shall have received executed counterparts hereof

from each of the Borrowers, the other Loan Parties, the Administrative Agent, the Collateral Agent and each Person who is a Lender on

the Closing Date.

Section 9.04.         Successors

and Assigns. (a) Whenever in this Agreement any of the parties hereto is referred to, such reference shall be deemed to

include the permitted successors and assigns of such party; and all covenants, promises and agreements by or on behalf of the Borrowers,

the other Loan Parties, the Administrative Agent, the Collateral Agent or the Lenders that are contained in this Agreement shall bind

and inure to the benefit of their respective successors and assigns.

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(b)           Each

Lender may assign to one or more Eligible Assignees all or a portion of its interests, rights and obligations under this Agreement (including

all or a portion of its Commitment and the Term Loans, with the prior written consent of the Administrative Agent, (not to be unreasonably

withheld or delayed) and the Borrower Representative (not to be unreasonably withheld or delayed); provided that the consent of

the Borrower Representative shall have been deemed to have been given if the Borrower Representative does not consent to a request for

consent to an assignment within ten (10) Business Days of receipt by the Borrower Representative of a copy of the Assignment and

Acceptance executed by the relevant Lender and its assignee; provided, further, that (i) the consent of the Borrower

Representative shall not be required to any assignment made (x) to a Lender, an Affiliate of a Lender or a Related Fund or (y) after

the occurrence and during the continuance of any Specified Event of Default (ii) the consent of the Administrative Agent shall not

be required to any assignment made by an assigning Lender to a Lender, (iii) the amount of the Commitment or Term Loans of the assigning

Lender subject to each such assignment (determined as of the date the Assignment and Acceptance with respect to such assignment is delivered

to the Administrative Agent) shall be not less than (unless otherwise consented to by the Administrative Agent), $1 million (or, if less,

the entire remaining amount of such Lender’s Commitment or Term Loans); provided that simultaneous assignments by two or

more Related Funds shall be combined for purposes of determining whether the minimum assignment requirement is met, (v) the parties

to each assignment shall (A) execute and deliver to the Administrative Agent an Assignment and Acceptance via an electronic settlement

system acceptable to the Administrative Agent or (B) if previously agreed with the Administrative Agent, manually execute and deliver

to the Administrative Agent an Assignment and Acceptance, and, in each case, shall pay to the Administrative Agent a processing and recordation

fee of $3,500 (which fee may be waived or reduced, in whole or in part, in the sole discretion of the Administrative Agent); provided

that only one such fee shall be payable in the event of simultaneous assignments to or from two or more Related Funds by a single Lender

and no fee shall be payable for assignments among Related Funds of an existing Lender and (vi) the assignee, if it shall not be

a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire (in which the assignee shall designate one or more

credit contacts to whom all syndicate-level information (which may contain material non-public information about the Loan Parties and

their Related Parties or their respective securities) will be made available and who may receive such information in accordance with

the assignee’s compliance procedures and applicable laws, including Federal and state securities laws) and all applicable tax forms.

Upon acceptance and recording pursuant to Section 9.04(e), from and after the effective date specified in each Assignment and Acceptance,

(A) the assignee thereunder shall be a party hereto and, to the extent of the interest assigned by such Assignment and Acceptance,

have the rights and obligations of a Lender under this Agreement and (B) the assigning Lender thereunder shall, to the extent of

the interest assigned by such Assignment and Acceptance, be released from its obligations under this Agreement (and, in the case of an

Assignment and Acceptance covering all or the remaining portion of an assigning Lender’s rights and obligations under this Agreement,

such Lender shall cease to be a party hereto but shall continue to be entitled to the benefits of Sections 2.14, 2.20 and 9.05).

executing and delivering an Assignment and Acceptance, the assigning Lender thereunder and the assignee thereunder shall be deemed to

confirm to and agree with each other and the other parties hereto as follows: (i) such assigning Lender warrants that it is the

legal and beneficial owner of the interest being assigned thereby free and clear of any adverse claim and that its Commitment and the

outstanding balances of its Term Loans, in each case without giving effect to assignments thereof which have not become effective, are

as set forth in such Assignment and Acceptance, (ii) except as set forth in clause (i) above, such assigning Lender makes no

representation or warranty and assumes no responsibility with respect to any statements, warranties or representations made in or in

connection with this Agreement, or the execution, legality, validity, enforceability, genuineness, sufficiency or value of this Agreement,

any other Loan Document or any other instrument or document furnished pursuant hereto, or the financial condition of the Borrowers or

any Subsidiary or the performance or observance by the Borrowers or any Subsidiary of any of its obligations under this Agreement, any

other Loan Document or any other instrument or document furnished pursuant hereto; (iii) such assignee represents and warrants that

it is an Eligible Assignee legally authorized to enter into such Assignment and Acceptance and that is in compliance with Section 9.23;

(iv) such assignee confirms that it has received a copy of this Agreement, together with copies of the most recent financial statements,

if any, delivered pursuant to this Agreement and such other documents and information as it has deemed appropriate to make its own credit

analysis and decision to enter into such Assignment and Acceptance; (v) such assignee will independently and without reliance upon

the Administrative Agent, the Collateral Agent, such assigning Lender or any other Lender and based on such documents and information

as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement;

(vi) such assignee appoints and authorizes the Administrative Agent and the Collateral Agent to take such action as agent on its

behalf and to exercise such powers under this Agreement as are delegated to the Administrative Agent and the Collateral Agent, respectively,

by the terms hereof, together with such powers as are reasonably incidental thereto; and (vii) such assignee agrees that it will

perform in accordance with their terms all the obligations which by the terms of this Agreement are required to be performed by it as

a Lender (including pursuant to Section 9.23).

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(d)           The

Administrative Agent, acting solely for this purpose as a non-fiduciary agent of the Borrowers, shall maintain at one of its offices

in New York City a copy of each Assignment and Acceptance delivered to it and a register for the recordation of the names and addresses

of the Lenders, and the Commitments of, and principal amount of the Term Loans (and stated interest), owing to, each Lender pursuant

to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent

manifest error and the Borrowers, the Administrative Agent, the Collateral Agent and the Lenders shall treat each Person whose name is

recorded in the Register pursuant to the terms hereof as the owner of the amounts owing to it under the Loan Documents as reflected in

the Register for all purposes of the Loan Documents, notwithstanding notice to the contrary. The Register shall be available for inspection

by the Borrower Representative, the Collateral Agent and any Lender (solely with respect to any entry relating to such Lender’s

Term Loans and Commitments), at any reasonable time and from time to time upon reasonable prior notice.

(e)           Upon

its receipt of, and consent to, a duly completed Assignment and Acceptance executed by an assigning Lender and an assignee, an Administrative

Questionnaire completed in respect of the assignee (unless the assignee shall already be a Lender hereunder), the processing and recordation

fee referred to in Section 9.04(b), if applicable, and the written consent of the Administrative Agent and, if required, the Borrower

Representative to such assignment and any applicable tax forms, the Administrative Agent shall (i) accept such Assignment and Acceptance

and (ii) record the information contained therein in the Register. Notwithstanding anything to the contrary in the Agreement to

the contrary, no assignment shall be effective unless it has been recorded in the Register as provided in this Section 9.04(e).

(f)            Each

Lender may, without the consent of, or notice to, the Borrower Representative or the Administrative Agent, sell participations to one

or more banks or other Persons (other than a Defaulting Lender, provided that the Administrative Agent has posted the name of

such Defaulting Lender to both the “Public Lender” and “Non-Public Lender” portions of the Platform and the Borrowers

hereby authorize the Administrative Agent to make such posting) in all or a portion of its rights and obligations under this Agreement

(including all or a portion of its Commitment and the Term Loans owing to it); provided, however, that (i) no Lender

shall, without the written consent of the Borrower Representative, sell participations in Term Loans or Commitments to any Disqualified

Person, (ii) such Lender’s obligations under this Agreement shall remain unchanged, (iii) such Lender shall remain solely

responsible to the other parties hereto for the performance of such obligations, (iv) the participating banks or other Persons shall

be entitled to the benefit of the cost protection provisions contained in Sections 2.14and 2.20 to the same extent as if they were Lenders

(but, with respect to any particular participant, to no greater extent than the Lender that sold the participation to such participant

unless a greater payment results from a Change in Law occurring after such particular participant acquired the applicable participation

or the sale of such participation was approved in writing by the Borrower Representative), (v) the Borrowers, the Administrative

Agent and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations

under this Agreement, and such Lender shall retain the sole right to enforce the obligations of the Borrowers relating to the Term Loans

and to approve any amendment, modification or waiver of any provision of this Agreement (other than amendments, modifications or waivers

decreasing any fees payable to such participating bank or Person hereunder or the amount of principal of or the rate at which interest

is payable on the Term Loans in which such participating bank or Person has an interest, extending any scheduled principal payment date

or date fixed for the payment of interest on the Term Loans in which such participating bank or Person has an interest, increasing or

extending the Commitments in which such participating bank or Person has an interest or releasing all or substantially all of the value

of the Facility Guaranty or all or substantially all of the Collateral (the rights described in this parenthetical “Permitted

Participant Consent Rights”)) and (vi) such Lender shall maintain a register on which it records the name and address

of each participant and the principal amounts (and stated interest) of each participant’s participating interest with respect to

the Term Loans, Commitments or other interests hereunder, which entries shall be conclusive absent manifest error (the “Participant

to any Person except to the extent disclosure is necessary to establish that the Term Loans, Commitments or other interests hereunder

are in registered form for United States federal income tax purposes under Treasury Regulations Section 5f.103-1(c) or is otherwise

required thereunder. To the extent permitted by law, each participating bank or other Person also shall be entitled to the benefits of

Section 9.06 as though it were a Lender, provided such participating bank or other Person agrees to be subject to Section 2.18

as though it were a Lender. No Lender shall grant any participant any consent rights over any amendment, modification or waiver of any

provision of this Agreement other than Permitted Participant Consent Rights.

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(g)           Any

Lender may, in connection with any assignment or participation or proposed assignment or participation pursuant to this Section 9.04,

disclose to the assignee or participant or proposed assignee or participant any information relating to the Borrowers furnished to such

Lender by or on behalf of the Borrowers; provided that, prior to any such disclosure of information designated by the Borrower

Representative as confidential, each such assignee or participant or proposed assignee or participant shall execute an agreement with

such Lender whereby such assignee or participant shall agree (subject to customary exceptions) to preserve the confidentiality of such

confidential information on terms no less restrictive than those applicable to the Lenders pursuant to Section 9.16.

(h)           Any

Lender may, without the consent of the Borrower Representative or the Administrative Agent, at any time pledge or assign a security interest

in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to

secure obligations to a Federal Reserve Bank or other “central” bank, and Section 9.04(b) shall not apply to any

such pledge or assignment of a security interest, provided that no such pledge or assignment of a security interest shall release

a Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

(i)            Notwithstanding

anything to the contrary contained herein, any Lender (a “Granting Lender”) may grant to a special purpose

funding vehicle (an “SPV”), identified as such in writing from time to time by the Granting Lender to the Administrative

Agent and the Borrower Representative, the option to provide to the Borrowers all or any part of any Term Loan that such Granting Lender

would otherwise be obligated to make to the Borrowers pursuant to this Agreement; provided that (i) nothing herein shall

constitute a commitment by any SPV to make any Term Loan and (ii) if an SPV elects not to exercise such option or otherwise fails

to provide all or any part of such Term Loan, the Granting Lender shall be obligated to make such Term Loan pursuant to the terms hereof,

and (iii) such assignment will be reflected in the Participant Register. The making of a Term Loan by an SPV hereunder shall utilize

the Commitment of the Granting Lender to the same extent, and as if, such Term Loan were made by such Granting Lender. Each party hereto

hereby agrees that no SPV shall be liable for any indemnity or similar payment obligation under this Agreement (all liability for which

shall remain with the Granting Lender). In furtherance of the foregoing, each party hereto hereby agrees (which agreement shall survive

the termination of this Agreement) that, prior to the date that is one year and one day after the payment in full of all outstanding

commercial paper or other senior indebtedness of any SPV, it will not institute against, or join any other Person in instituting against,

such SPV any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings under the laws of the United States or any

State thereof. In addition, notwithstanding anything to the contrary contained in this Section 9.04, any SPV may (i) with notice

to, but without the prior written consent of, the Borrower Representative and the Administrative Agent and without paying any processing

fee therefor, assign all or a portion of its interests in any Term Loans to the Granting Lender or to any financial institutions (consented

to by the Borrower Representative and Administrative Agent) providing liquidity and/or credit support to or for the account of such SPV

to support the funding or maintenance of Term Loans and (ii) disclose on a confidential basis any non-public information relating

to its Term Loans to any rating agency, commercial paper dealer or provider of any surety, guarantee or credit or liquidity enhancement

to such SPV. If a Granting Lender grants an option to an SPV as described herein and such grant is not reflected in the Register, the

Granting Lender shall maintain a separate register on which it records the name and address of each SPV and the principal amounts (and

stated interest) of each SPV’s interest with respect to the Term Loans, Commitments or other interests hereunder, which entries

shall be conclusive absent manifest error (the “SPV Register”); provided, further, that no Lender

shall have any obligation to disclose any portion of such register to any Person except to the extent disclosure is necessary to establish

that the Term Loans, Commitments or other interests hereunder are in registered form for United States federal income tax purposes under

Treasury Regulations Section 5f.103-1(c) or is otherwise required thereunder.

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(j)            Neither

the Borrowers nor any Guarantor shall assign or delegate any of its rights or duties hereunder or any other Loan Document (other than

as permitted by Sections 6.18 and 6.19) without the prior written consent of the Administrative Agent and each Lender (or in the case

of a Guarantor, the Required Lenders), and any attempted assignment without such consent shall be null and void.

(i)            [Reserved.]

(k)            In

connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless

and until, in addition to the other conditions thereto set forth herein, the parties to the assignment shall make such additional payments

to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment

or other compensating actions, including funding, with the consent of the Borrower Representative and the Administrative Agent, the applicable

Pro Rata Share of Term Loans previously requested but not funded by the Defaulting Lender, to each of which the applicable assignee and

assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender

to the Administrative Agent or any Lender hereunder (and interest accrued thereon) and (y) acquire (and fund as appropriate) its

full Pro Rata Share of all Term Loans. Notwithstanding the foregoing, in the event that any assignment of rights and obligations of any

Defaulting Lender hereunder shall become effective under applicable Law without compliance with the provisions of this paragraph, then

the assignee of such interest shall be deemed to be a Defaulting Lender for all purposes of this Agreement until such compliance occurs.

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Section 9.05.         Expenses;

Indemnity. (a) Each Borrowers agrees to pay (i) all reasonable out-of-pocket expenses incurred by the Arranger, the

Initial Lender, the Administrative Agent and the Collateral Agent in connection with the preparation, execution and delivery of this

Agreement and the other Loan Documents (subject to caps previously agreed with the Borrower Representative in the case of fees, charges

and disbursements of any counsel to the foregoing Persons) and (ii) all reasonable out-of-pocket expenses incurred by the Administrative

Agent and the Collateral Agent in connection with the administration of this Agreement and the other Loan Documents or in connection

with any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions hereby or thereby

contemplated shall be consummated) or incurred by the Administrative Agent, the Collateral Agent or any Lender in connection with the

enforcement or protection of its rights in connection with this Agreement and the other Loan Documents or in connection with the Term

Loans made hereunder, including in case of this clause (ii) the fees, charges and disbursements of one primary counsel for such

Persons taken as a whole (and, to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one

local counsel in each relevant jurisdiction to the Administrative Agent, the Collateral Agent and the Lenders, taken as a whole, and

one special or regulatory counsel in each relevant specialty), and, solely in the case of a conflict of interest or a potential conflict

of interest, one additional primary counsel (and, to the extent deemed reasonably necessary or advisable by the affected persons in their

good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty)

to the affected persons, taken as a whole.

(b)           Each

Borrower agrees to indemnify the Administrative Agent, the Collateral Agent, the Arranger, each Lender and each Related Party of any

of the foregoing Persons (each such Person being called an “Indemnitee”) against, and to hold each Indemnitee

harmless from, any and all losses, claims, damages, liabilities and related expenses, including reasonable counsel fees, charges and

disbursements, incurred by or asserted against any Indemnitee arising out of, in any way connected with, or as a result of (i) the

execution or delivery of this Agreement or any other Loan Document or any agreement or instrument contemplated thereby, the performance

by the parties thereto of their respective obligations thereunder or the consummation of the Transactions, (ii) the use of the proceeds

of the Loans, (iii) any claim, litigation, investigation or proceeding relating to any of the foregoing, whether or not any Indemnitee

is a party thereto (and regardless of whether such matter is initiated by a third party or by the Borrower Representative, any other

Loan Party or any of their respective Affiliates or equity holders) or (iv) any actual or alleged presence or Release of Hazardous

Materials on any property currently or formerly owned or operated by either Borrower or any of the Subsidiaries, or any Environmental

Liability related in any way to either Borrower or the Subsidiaries; provided that such indemnity shall not, as to any Indemnitee,

be available (A) to the extent that such losses, claims, damages, liabilities or related expenses are determined by a court of competent

jurisdiction by final and non-appealable judgment to have resulted primarily from (1) the bad faith, gross negligence or willful

misconduct of such Indemnitee, (2) disputes solely among Indemnitees (or their Related Parties) (other than claims against any Indemnitee

(x) in its capacity or in fulfilling its role as agent or arranger or any similar role under this Agreement or (y) arising

out of any act or omission on the part of a Loan Party or any of its Subsidiaries or Affiliates) or (B) in respect of legal fees

or expenses of the Indemnitees, other than the reasonable invoiced fees, expenses and charges of one primary counsel for all Indemnitees

taken as a whole (and to the extent deemed reasonably necessary by the Administrative Agent in its good faith discretion, one local counsel

in each relevant jurisdiction and one special or regulatory counsel in each relevant specialty), and solely in the case of a conflict

of interest or a potential conflict of interest, one additional primary counsel (and, to the extent deemed reasonably necessary by the

Administrative Agent in its good faith discretion, one local counsel in each relevant jurisdiction and one special or regulatory counsel

in each relevant specialty) to the affected Indemnitees, taken as a whole. This Section 9.05(b) shall not apply with respect

to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim. Payments under this Section shall

be made by the Borrowers to the Administrative Agent for the benefit of the relevant Indemnitee.

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the extent that the Borrowers fail to pay any amount required to be paid by it to any Agent (or Affiliate thereof) under Sections 9.05(a) or

9.05(b), each Lender severally agrees to pay to such Agent, as the case may be, such Lender’s Pro Rata Share (determined as of

the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount; provided that the unreimbursed

expense or indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against the

Agent (or Affiliate thereof) in its capacity as such.

(d)           To

the extent permitted by applicable law, no Loan Party shall assert, and hereby waives, any claim against the Administrative Agent, the

Collateral Agent, the Arranger, each Lender and each Related Party of any of the foregoing Persons (the “Secured Party-Related

Persons”), and no Secured-Party Related Person shall assert, and hereby waives, any claim against any Loan Party, on any

theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising out of,

in connection with, or as a result of, this Agreement or any agreement or instrument contemplated hereby, the Transactions, any Loan

or the use of the proceeds thereof; provided that nothing contained in this sentence will limit the indemnity obligations of any

Loan Party to the extent indirect, special, punitive or consequential damages are included in any third party claim in connection with

which an Indemnitee is entitled to indemnification under paragraph (b) of this Section 9.05.

(e)           No

Indemnitee seeking indemnification or reimbursement under this Agreement will, without the Borrower Representative’s prior written

consent (not to be unreasonably withheld, delayed or conditioned), settle, compromise, consent to the entry of any judgment in or otherwise

seek to terminate any claim, litigation, action, investigation or proceeding referred to herein; provided that the foregoing indemnity

will apply to any such settlement in the event that (i) the Borrower Representative was offered the ability to assume the defense

of the action that was the subject matter of such settlement and elected not to so assume or (ii) such settlement is entered into

more than seventy-five (75) days after receipt by the Borrower Representative of a request by the applicable Indemnitee for reimbursement

of its legal or other expenses incurred in connection with such claim, litigation, action, investigation or proceeding and the Borrower

Representative not having reimbursed such Indemnitee in accordance with such request prior to the date of such settlement, and the foregoing

indemnity will also apply to any settlement with the Borrower Representative’s written consent.

(f)            Notwithstanding

the foregoing, each Indemnitee (and its Affiliates) shall be obligated to refund and return promptly any and all amounts paid by the

Loan Parties under Section 9.05(b) to such Indemnitee (or such Affiliates) for any such fees, expenses or damages to the extent

such Indemnitee (or such Affiliates) is not entitled to payment of such amounts in accordance with the terms hereof, as determined by

a final non-appealable judgment of a court of competent jurisdiction.

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(g)           The

provisions of this Section 9.05 shall remain operative and in full force and effect regardless of the expiration of the term of

this Agreement, the consummation of the transactions contemplated hereby, the repayment of any of the Loans, the expiration of the Commitments,

the invalidity or unenforceability of any term or provision of this Agreement or any other Loan Document, or any investigation made by

or on behalf of the Administrative Agent, the Collateral Agent or any Lender. All amounts due under this Section 9.05 shall be payable

on written demand therefor. This Section 9.05 shall not apply with respect to Taxes other than Taxes that represent losses, claims

or damages arising from any non-Tax claim.

Section 9.06.         Right

of Setoff. If an Event of Default shall have occurred and be continuing, each Lender is hereby authorized at any time and from

time to time, except to the extent prohibited by law, to set off and apply any and all deposits (general or special, time or demand,

provisional or final) at any time held and other indebtedness at any time owing by such Lender to or for the credit or the account of

the Borrowers against any of and all the obligations of the Borrowers now or hereafter existing under this Agreement and other Loan Documents

held by such Lender, irrespective of whether or not such Lender shall have made any demand under this Agreement or such other Loan Document

and although such obligations may be unmatured; provided that any Lender exercising such right of setoff shall promptly notify

the Administrative Agent thereof. The rights of each Lender under this Section 9.06 are in addition to other rights and remedies

(including other rights of setoff) which such Lender may have.

Section 9.07.         Applicable

Law. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN

CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY

OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED

IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.

Section 9.08.         Waivers;

Amendment. (a) No failure or delay of the Administrative Agent, the Collateral Agent or any Lender in exercising any power

or right hereunder or under any other Loan Document 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 Administrative Agent, the Collateral Agent and the

Lenders hereunder and under the other Loan Documents 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 any other Loan Document or consent to any departure by a Borrower or any other

Loan Party therefrom shall in any event be effective unless the same shall be permitted by Section 9.08(b) or, with respect

to any Security Documents, Section 6.12, 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 the Borrower Representative in any case shall entitle the Borrower Representative

to any other or further notice or demand in similar or other circumstances.

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(b)           Except

as provided in clause (c) below or as otherwise expressly contemplated by this Agreement or any other Loan Document as in effect

on the Incremental Closing Date, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to

an agreement or agreements in writing entered into by the Borrower and the Required Lenders; provided, however, that no

such agreement shall (i) decrease the principal amount of, or extend the maturity of or any scheduled principal payment date or

date for the payment of any interest on any Term Loan, or waive or excuse any such payment or any part thereof, or decrease the rate

of interest on any Term Loan, without the prior written consent of each Lender directly adversely affected thereby, (ii) increase

or extend the Commitment of any Lender without the prior written consent of such Lender, (iii) amend or modify the pro rata

requirements of Section 2.17, or the provisions of this Section 9.08 or release all or substantially all of the value of the

Term Loans or Guarantees under the Facility Guaranty or all or substantially all of the Collateral, without the prior written consent

of each Lender, (iv) reduce the rights of any Indemnitee under Section 9.05(b) without the consent of such Indemnitee;

(v) amend, waive or modify the provisions of Section 9.23 without the prior written consent of each Lender that is directly

and adversely affected thereby; (vi) [reserved]; (vii) modify the protections afforded to an SPV pursuant to the provisions

of Section 9.04(i) without the written consent of such SPV; (viii) amend the definition of “Required Lenders”,

“Supermajority Lenders” or change the definition of “Pro Rata Share” without the prior written consent of each

Lender directly affected thereby; (ix) change the currency of any Term Loan of any Lender, or change the manner, form or currency

in which any Term Loan or other Obligation (including any interest) or other amount due under any of the Loan Documents to any Lender

is payable (including to permit any payment to be capitalized or paid in-kind instead of in cash), in each case, without the prior written

consent of such Lender; (x) waive, amend or modify the proviso to Section 5.05(a) without the prior written consent of

each Lender; or (xi) modify any other provision, if any, of this Agreement that expressly requires the consent of each Lender or

each directly affected Lender without the prior written consent of each Lender, (xii) subordinate (x) the Liens securing any

of the Obligations on all or substantially all of the Collateral (“Existing Liens”) to the Liens securing any

other Indebtedness or other obligations or (y) any Obligations in contractual right of payment to any other Indebtedness or other

obligations (any such other Indebtedness or other obligations, to which such Liens securing any of the Obligations or such Obligations,

as applicable, are subordinated, “Senior Indebtedness”), in either the case of subclause (x) or (y), unless

(A) the amount of such Senior Indebtedness does not exceed 10.00% of the principal amount of the Term Loans outstanding at such

time (or such greater amount as may be consented to in writing by the Supermajority Lenders) and (B) each Lender has been offered

a bona fide opportunity to fund or otherwise provide its Pro Rata Share of the Senior Indebtedness on the same terms (other than

reimbursement of counsel fees and other expenses in connection with the negotiation of the terms of such transaction; such expense reimbursement,

“Ancillary Fees”) as offered to all other providers (or their Affiliates) of the Senior Indebtedness and to

the extent such Lender decides to participate in the Senior Indebtedness, receive its Pro Rata Share of the fees and any other similar

benefit (other than Ancillary Fees) of the Senior Indebtedness afforded to the providers of the Senior Indebtedness (or any of their

Affiliates) in connection with providing the Senior Indebtedness pursuant to a written offer made to each Lender describing the material

terms of the arrangements pursuant to which the Senior Indebtedness is to be provided, which offer shall remain open to each adversely

affected Lender for a period of not less than five Business Days; provided, however, that any subordination in connection with

any “debtor in possession” financing, shall, in each case, not be further restricted by this provision, (xiii) amend

the Amendment No.1 Engagement Letter or the Amendment No. 1 Fee Letter without the consent of each of the parties thereto (it being

understood that no consent of any other Lender shall be required for any amendment described in this clause (xiii); provided,

further, that no such agreement shall amend, modify or otherwise affect the rights or duties of the Administrative Agent or the

Collateral Agent hereunder or under any other Loan Document without the prior written consent of the Administrative Agent or the Collateral

Agent, as the case may be.

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prejudice to the Administrative Agent’s right to seek instruction from the Lenders from time to time, the Administrative Agent

and the Borrower Representative may amend this Agreement or any other Loan Document (including, for the avoidance of doubt, any exhibit,

schedule or other attachment to any Loan Document) to correct an obvious error or omission jointly identified by the Borrower Representative

and the Administrative Agent or other errors or omissions of a technical or immaterial nature (including, but not limited to, an incorrect

cross-reference). Notwithstanding anything to the contrary contained herein, such amendment shall become effective without any further

consent of any other party to such Loan Document. Additionally, this Agreement and the other Loan Documents may be amended without the

consent of any Lender to appropriately include any Pari Passu Debt herein on substantially identical terms (including in the definition

of “Required Lenders” and “Supermajority Lenders”) as those applicable to the Term Loans except as permitted

by the definition of Pari Passu Debt to the extent contemplated by Section 6.04(a)(y)(II) and (z).

(d)           Notwithstanding

anything to the contrary herein, (i) no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or

consent hereunder (and any amendment, waiver or consent which by its terms requires the consent of all Lenders or each affected Lender

may be effected with the consent of the applicable Lenders other than Defaulting Lenders), except that (x) the Commitment of any

such Defaulting Lender may not be increased or extended without the consent of such Lender and (y) any waiver, amendment or modification

requiring the consent of all Lenders or each affected Lender that by its terms materially and adversely affects any Defaulting Lender

to a greater extent than other affected Lenders shall require the consent of such Defaulting Lender, and (ii) this Agreement may

be amended (or amended and restated) with the written consent of the Required Lenders, the Administrative Agent and the Borrower Representative

(x) to add one or more additional credit facilities to this Agreement and to permit the extensions of credit from time to time outstanding

thereunder and the accrued interest and fees in respect thereof to share ratably in the benefits of this Agreement and the other Loan

Documents with the Term Loans and the accrued interest and fees in respect thereof and (y) to include appropriately the Lenders

holding such credit facilities in any determination of the Required Lenders.

Section 9.09.         Interest

Rate Limitation. Notwithstanding anything herein to the contrary, if at any time the interest rate applicable to any Term Loan,

together with all fees, charges and other amounts which are treated as interest on such Term Loan under applicable law (collectively

the “Charges”), shall exceed the maximum lawful rate (the “Maximum Rate”) which may

be contracted for, charged, taken, received or reserved by the Lender holding such Term Loan in accordance with applicable law, the rate

of interest payable in respect of such Term Loan hereunder, together with all Charges payable in respect thereof, shall be limited to

the Maximum Rate and, to the extent lawful, the interest and Charges that would have been payable in respect of such Term Loan but were

not payable as a result of the operation of this Section 9.09 shall be cumulated and the interest and Charges payable to such Lender

in respect of other Term Loans or participations or periods shall be increased (but not above the Maximum Rate therefor) until such cumulated

amount, together with interest thereon at the Federal Funds Effective Rate to the date of repayment, shall have been received by such

Lender.

Section 9.10.         Entire

Agreement. This Agreement and the other Loan Documents constitute the entire contract between the parties relative to the subject

matter hereof. Any other previous agreement among the parties with respect to the subject matter hereof is superseded by this Agreement

and the other Loan Documents. Nothing in this Agreement or in the other Loan Documents, expressed or implied, is intended to confer upon

any Person (other than the parties hereto and thereto, their respective successors and assigns permitted hereunder and, to the extent

expressly contemplated hereby, the Related Parties of each of the Administrative Agent, the Collateral Agent and the Lenders) any rights,

remedies, obligations or liabilities under or by reason of this Agreement or the other Loan Documents.

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Section 9.11.         Waiver

of Jury Trial. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE

TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR

ANY OF THE OTHER LOAN DOCUMENTS. EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS

REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING

WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN

DOCUMENTS, AS APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 9.11.

Section 9.12.         Severability.

In the event any one or more of the provisions contained in this Agreement or in any other Loan Document should be held invalid, illegal

or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein and therein shall

not in any way be affected or impaired thereby (it being understood that the invalidity of a particular provision in a particular jurisdiction

shall not in and of itself affect the validity of 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 9.13.         Counterparts.

This Agreement may be executed in counterparts (and by different parties hereto on different counterparts), each of which shall constitute

an original but all of which when taken together shall constitute a single contract, and shall become effective as provided in Section 9.03.

Delivery of an executed signature page to this Agreement by facsimile transmission or by other electronic transmission (including

“.pdf’ or “.tif’) shall be as effective as delivery of a manually signed counterpart of this Agreement.

Section 9.14.         Headings.

Article and Section headings and the Table of Contents 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 9.15.         Jurisdiction;

Consent to Service of Process. (a) Each party hereto hereby irrevocably and unconditionally submits, for itself and its

property, to the exclusive jurisdiction of any New York State court or Federal court of the United States of America sitting in New York

County, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or the other

Loan Documents (other than any Loan Documents governed by any law other than New York law), or for recognition or enforcement of any

judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action

or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the

parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions

by suit on the judgment or in any other manner provided by law. Nothing in this Agreement shall affect any right that the Administrative

Agent, the Collateral Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or the other

Loan Documents against the Borrowers or their properties in the courts of any jurisdiction if required to realize upon the Collateral

as determined in good faith by the Person bringing such action or proceeding.

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(b)           Each

party hereto hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection

which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement

or the other Loan Documents in any New York State or Federal court sitting in New York County. Each of the parties hereto hereby irrevocably

waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding

in any such court.

party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 9.01 excluding

service of process by mail. Nothing in this Agreement will affect the right of any party to this Agreement to serve process in any other

manner permitted by law.

Section 9.16.         Confidentiality.

Each of the Administrative Agent, the Collateral Agent and the Lenders agrees to maintain the confidentiality of the Information (as

defined below), except that Information may be disclosed (a) to its and its Affiliates’ officers, directors, employees and

agents, including accountants, legal counsel, numbering, administration and settlement service providers and other advisors (it being

understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed

to keep such Information confidential), (b) to the extent requested or required by any regulatory authority or quasi-regulatory

authority (such as the National Association of Insurance Commissioners), (c) to the extent required by applicable laws or regulations

or by any subpoena or similar legal process, (d) in connection with the exercise of any remedies hereunder or under the other Loan

Documents or any suit, action or proceeding relating to the enforcement of its rights hereunder or thereunder, (e) subject to an

agreement containing provisions substantially the same as or no less restrictive than those of this Section 9.16, to any actual

or prospective assignee of or participant in any of its rights or obligations under this Agreement and the other Loan Documents, (f) with

the consent of the Borrower Representative, (g) to the extent such Information becomes publicly available other than as a result

of a breach of this Section 9.16, (h) subject to an agreement containing provisions substantially the same as or no less restrictive

than those of this Section 9.16, to actual or proposed direct or indirect counterparties in connection with any Swap Contract relating

to the Loan Parties or their obligations or (i) disclosure to any rating agency when required by it, provided that, prior

to any disclosure, such rating agency shall undertake in writing to preserve the confidentiality of any confidential information relating

to Loan Parties received by it from any Agent or any Lender. In addition, each Agent and each Lender may disclose the existence of this

Agreement and the information about this Agreement to market data collectors, similar services providers to the lending industry, and

service providers to the Agents and the Lenders in connection with the administration and management of this Agreement and the other

Loan Documents. For the purposes of this Section 9.16, “Information” shall mean all information received from the Borrowers

and related to the Borrowers or its business, other than any such information that was available to the Administrative Agent, the Collateral

Agent or any Lender on a nonconfidential basis prior to its disclosure by either Borrower. Any Person required to maintain the confidentiality

of Information as provided in this Section 9.16 shall be considered to have complied with its obligation to do so if such Person

has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord its own confidential

information. For the avoidance of doubt, nothing in this Section 9.16 shall prohibit any Person from voluntarily disclosing or providing

any Information within the scope of this confidentiality provision to any governmental, regulatory or self-regulatory organization (any

such entity, a “Regulatory Authority”) to the extent that any such prohibition on disclosure set forth in this

Section 9.16 shall be prohibited by the laws or regulations applicable to such Regulatory Authority.

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Section 9.17.         Lender

Action; Intercreditor Agreement. (a) Each Lender agrees that it shall not take or institute any actions or proceedings,

judicial or otherwise, for any right or remedy against any Loan Party or any other obligor under any of the Loan Documents (including

the exercise of any right of setoff, rights on account of any banker’s lien or similar claim or other rights of self-help), or

institute any actions or proceedings, or otherwise commence any remedial procedures, with respect to any Collateral or any other property

of any such Loan Party, unless expressly provided for herein or in any other Loan Document, without the prior written consent of the

Administrative Agent. The provisions of this Section 9.17 are for the sole benefit of the Lenders and shall not afford any right

to, or constitute a defense available to, any Loan Party.

(b)           Each

Lender that has signed this Agreement shall be deemed to have consented to and hereby irrevocably authorizes the Administrative Agent

and the Collateral Agent to enter into the Intercreditor Agreement as such Lender’s “Authorized Representative” (or

equivalent defined term) and “Collateral Agent” (or equivalent defined term), as applicable (as such terms are defined in

the Intercreditor Agreement) (and including any and all amendments, amendments and restatements, modifications, supplements and acknowledgments

thereto) from time to time, and agrees to be bound by the provisions thereof.

anything herein to the contrary, each Lender and the Agents acknowledge that the Lien and security interest granted to the Collateral

Agent pursuant to the Security Documents and the exercise of any right or remedy by the Collateral Agent thereunder, shall be subject

to the provisions of the Intercreditor Agreement (on and after the execution thereof). In the event of a conflict or any inconsistency

between the terms of the Intercreditor Agreement and the Security Documents, the terms of the Intercreditor Agreement shall prevail.

Section 9.18.         USA

PATRIOT Act Notice. Each Lender and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the

Borrowers and the Guarantors that pursuant to the requirements of the USA PATRIOT Act, it is required to obtain, verify and record information

that identifies the Borrowers and the Guarantors, which information includes the name and address of the Borrowers and the Guarantors

and other information that will allow such Lender or the Administrative Agent, as applicable, to identify the Borrowers and the Guarantors

in accordance with the USA PATRIOT Act.

Section 9.19.         No

Fiduciary Duty. The parties hereto hereby acknowledge that the Arranger, each Agent, each Lender and their respective Affiliates

(collectively, solely for purposes of this paragraph, the “Lenders”), may have economic interests that conflict

with those of any Loan Party, its stockholders and/or their respective Affiliates. Each Borrower agrees, on behalf of itself and each

other Loan Party, that nothing in the Loan Documents or otherwise will be deemed to create an advisory, fiduciary or agency relationship

or fiduciary or other implied duty between any Lender, on the one hand, and any Loan Party, its stockholders or their respective Affiliates

on the other hand. Each Borrower acknowledges and agrees, on behalf of itself and each other Loan Party, that (a) the transactions

contemplated by the Loan Documents (including the exercise of rights and remedies hereunder and thereunder) are arm’s-length commercial

transactions between the Lenders, on the one hand, and the Loan Parties, on the other hand, and (b) in connection therewith and

with the process leading thereto, (i) no Lender has assumed an advisory or fiduciary responsibility in favor of any Loan Party,

with respect to the transactions contemplated hereby (or the exercise of rights or remedies with respect thereto) or the process leading

thereto (irrespective of whether any Lender has advised, is currently advising or will advise any Loan Party, on other matters) or any

other obligation to any Loan Party except the obligations expressly set forth in the Loan Documents and (ii) each Lender is acting

solely as principal and not as the agent or fiduciary of any Loan Party.

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Each Borrower acknowledges

and agrees, on behalf of itself and each other Loan Party, that it has consulted its own legal and financial advisors to the extent it

deemed appropriate and that it is responsible for making its own independent judgment with respect to such transactions and the process

leading thereto. Each Borrower agrees, on behalf of itself and each other Loan Party, that it will not claim that any Lender has rendered

advisory services of any nature or respect, or owes a fiduciary or similar duty to any Loan Party, in connection with such transaction

or the process leading thereto.

Section 9.20.         Release

of Liens. The Borrowers and the Guarantors will be entitled to release the security interests in respect of the Collateral securing

the Obligations under any one or more of the following circumstances:

(a)           in

connection with any sale or other disposition of the Collateral to a Person that is not a Borrower or a Guarantor (but excluding any

transaction subject to Section 6.18 or Section 6.19), if such sale or other disposition does not violate Section 6.08,

but only in respect of the Collateral sold or otherwise disposed of;

(b)           in

connection with the release of a Guarantor from its Loan Guarantee pursuant to the terms of this Agreement, the release of the property

and assets of such Guarantor;

(d)           in

accordance with the Intercreditor Agreement or any Additional Intercreditor Agreement;

(e)           as

provided under Section 9.08 (in which case, for the avoidance of doubt, such release shall be automatic and unconditional) and Section 6.12;

(f)            upon

(x) termination of the Commitments and payment in full of all Obligations (other than (i) contingent indemnification obligations

as to which no claim has been asserted, (ii) obligations and liabilities under Treasury Services Agreements and (iii) Obligations

under the Amendment No. 1 Fee Letter and the Amendment No. 1 Engagement Letter) and (y) satisfaction of the Amendment

No. 1 Fee Letter Release Conditions (as defined in the Amendment No. 1 Fee Letter);

(g)           to

release and re-take any Lien on any Collateral to the extent not otherwise prohibited by the terms of this Agreement, the Security Documents

or the Intercreditor Agreement or any Additional Intercreditor Agreement;

(h)           [reserved];

(i)            [reserved.]

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The Collateral Agent and

the Administrative Agent will take all necessary action required to effectuate any release of the Collateral securing the Loans and the

Loan Guarantees, in accordance with the provisions of this Agreement, the Intercreditor Agreement (on and after the execution thereof)

or any Additional Intercreditor Agreement (on and after the execution thereof) and the relevant Security Document. Each of the releases

set forth above shall be affected by the Collateral Agent without the consent of the Lenders or any action on the part of the Administrative

Agent.

The Collateral Agent and

the Administrative Agent will agree to any release of the security interest in respect of the Collateral that is in accordance with this

Agreement, the Intercreditor Agreement (on and after the execution thereof) or any Additional Intercreditor Agreement (on and after the

execution thereof) and the relevant Security Document, without requiring any Lender consent or any action on the part of the Administrative

Agent. Upon request of the Borrower Representative and upon receipt of an Officer’s Certificate stating that all conditions precedent

in respect of such release have been satisfied, the Collateral Agent shall execute, deliver or acknowledge any necessary or proper instruments

of termination, satisfaction or release to evidence the release of Collateral permitted to be released pursuant to this Agreement, the

Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents. At the request of the Borrower Representative,

the Collateral Agent shall execute and deliver an appropriate instrument evidencing such release (in the form provided by the Borrower

Representative).

Section 9.21.         Judgment

Currency. If, for the purposes of obtaining judgment in any court, it is necessary to convert a sum due hereunder or any other

Loan Document in one currency into another currency, the rate of exchange used shall be that at which in accordance with normal banking

procedures the Administrative Agent could purchase the first currency with such other currency on the Business Day preceding that on

which final judgment is given. The obligation of any Loan Party in respect of any such sum due from it to the Administrative Agent or

the Lenders hereunder or under the other Loan Documents shall, notwithstanding any judgment in a currency (the “Judgment

Currency”) other than that in which such sum is denominated in accordance with the applicable provisions of this Agreement

(the “Agreement Currency”), be discharged only to the extent that on the Business Day following receipt by

the Administrative Agent of any sum adjudged to be so due in the Judgment Currency, the Administrative Agent may in accordance with normal

banking procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the Agreement Currency so purchased is

less than the sum originally due to the Administrative Agent from a Loan Party in the Agreement Currency, such Loan Party agrees, as

a separate obligation and notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such obligation

was owing against such loss. If the amount of the Agreement Currency so purchased is greater than the sum originally due to the Administrative

Agent in such currency, the Administrative Agent agrees to return the amount of any excess to such Loan Party (or to any other Person

who may be entitled thereto under applicable Law).

Section 9.22.         Acknowledgement

Regarding Any Supported QFCs. To the extent that the Loan Documents provide support, through a guarantee or otherwise, of obligations

under Swap Contacts or any other agreement or instrument that is a QFC (such support, “QFC Credit Support” and each such

QFC, a “Supported QFC”), the parties acknowledge and agree as follows with respect to the resolution power of the Federal

Deposit Insurance Corporation under the Federal Deposit Insurance Act and Title II of the Dodd-Frank Wall Street Reform and Consumer

Protection Act (together with the regulations promulgated thereunder, the “U.S. Special Resolution Regimes”) in respect of

such Supported QFC and QFC Credit Support (with the provisions below applicable notwithstanding that the Loan Documents and any Supported

QFC may in fact be stated to be governed by the laws of the State of New York and/or of the United States or any other state of the United

States):

137

(a)           In

the event a Covered Entity that is party to a Supported QFC (each, a “Covered Party”) becomes subject to a proceeding under

a U.S. Special Resolution Regime, the transfer of such Supported QFC and the benefit of such QFC Credit Support (and any interest and

obligation in or under such Supported QFC and such QFC Credit Support, and any rights in property securing such Supported QFC) from such

Covered Party will be effective to the same extent as the transfer would be effective under the U.S. Special Resolution Regime if the

Supported QFC and such QFC Credit Support (and any such interest, obligation and rights in property) were governed by the laws of the

United States or a state of the United States. In the event a Covered Party or a BHC Act Affiliate of a Covered Party becomes subject

to a proceeding under a U.S. Special Resolution Regime, Default Rights under the Loan Documents that might otherwise apply to such Supported

QFC or any QFC Credit Support that may be exercised against such Covered Party are permitted to be exercised to no greater extent than

such Default Rights could be exercised under the U.S. Special Resolution Regime if the Supported QFC and the Loan Documents were governed

by the laws of the United States or a state of the United States. Without limitation of the foregoing, it is understood and agreed that

rights and remedies of the parties with respect to a Defaulting Lender shall in no event affect the rights of any Covered Party with

respect to a Supported QFC or any QFC Credit Support.

(b)            As

used in this Section 9.22, the following terms shall have the following meanings:

“BHC Act Affiliate”

of a party means an “affiliate” (as such term is defined under, and interpreted in accordance with, 12 U.S.C. 1841(k)) of

such party.

“Covered Entity”

means any of the following:

(a) a “covered entity” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 252.82(b);

(b) a “covered bank” as that

term is defined in, and interpreted in accordance with, 12 C.F.R. § 47.3(b); or

is defined in, and interpreted in accordance with, 12 C.F.R. § 382.2(b).

“Covered Party”

shall have the meaning assigned to such term in Section 9.22(a).

“Default Right”

shall have the meaning assigned to that term in, and shall be interpreted in accordance with, 12 C.F.R. §§ 252.81, 47.2 or

382.1, as applicable.

“QFC”

shall have the meaning assigned to the term “qualified financial contract” in, and shall be interpreted in accordance with,

12 U.S.C. 5390(c)(8)(D).

“QFC Credit

Support” shall have the meaning assigned to such term in Section 9.22.

“Supported QFC”

shall have the meaning assigned to such term in Section 9.22.

138

“U.S. Special

Resolution Regimes” shall have the meaning assigned to such term in Section 9.22.

Section 9.23.         Prohibition

Regarding Cooperation Agreements.

(a)           Each

Lender hereby represents and warrants to the Borrowers that no Restricted Party of such Lender is party to or, directly or (except in

the case of a Lender of the type described in clause (i) of the definition of “Restricted Party”) indirectly, subject

to a Cooperation Agreement at the time such Lender becomes party to this Agreement and agrees, on behalf of its Restricted Parties, that

such Lender's Restricted Parties shall not, directly or indirectly, enter into or become subject to any Cooperation Agreement. For the

avoidance of doubt, this Section 9.23 shall not be construed to prohibit any Restricted Party from entering into or being subject

to any Cooperation Agreement relating to a Person that was not, and was not anticipated to be or become, CSC or a Subsidiary or an Affiliate

of CSC at the time such Cooperation Agreement was entered into by such Restricted Party.

(b)           Each

Lender hereby agrees that, in the event any of its Restricted Parties enters into, becomes subject to or is bound by a Cooperation Agreement

prohibited by clause (a) of this section 9.23 at any time on or after the date such Lender became party to this Agreement, as liquidated

damages for the injury to the Borrowers from such action, such Lender shall forfeit its right to receive payment from the Borrowers on

all Obligations held by such Lender (or, in the case of a Lender of the type described in clause (i) of the definition of “Restricted

Party”, all Obligations held by such Lender for the account of such Restricted Party that is in violation of this Section 9.23)

and such Obligations shall be treated as no longer outstanding for all purposes under this Agreement.

time to time in connection with (i) seeking action by any Lender (including, without limitation, the consent of Lenders to an amendment

waiver or forbearance with respect to any Loan Document), (ii) any action taken under any Loan Document by, or on behalf of, any

Lender and (iii) and otherwise up to two times in any calendar year, the Borrower Representative may request from any Lender a written

representation from such Lender delivered to the Administrative Agent and the Borrower Representative that none of such Lender's Restricted

Parties is party to, subject to or otherwise bound by a Cooperation Agreement prohibited by Section 9.23(a) (a “Compliance

Representation”); provided that, notwithstanding anything in Section 2.17 or Section 9.08 to the contrary,

any Lender that does not provide a Compliance Representation hereunder shall not be entitled to receive any payments hereunder until

it provides such Compliance Representation. In no event shall the Administrative Agent have any liability or obligation to ascertain,

monitor or inquire as to whether any Lender is in compliance with this Section 9.23. Notwithstanding any other provision of this

Agreement or any other document, the provisions of this paragraph will apply and survive with respect to each Lender until the Maturity

Date notwithstanding that any such Lender may have ceased to be a Lender, this Agreement may have been terminated or the Terms Loans

may have been cancelled, repaid or terminated in full.

(d)           Notwithstanding

the foregoing, a Qualified Marketmaker that acquires any Term Loans and represents to the seller and the Borrower that is acting solely

in its capacity as a Qualified Marketmaker shall not, with respect to such acquisitions, be required to provide a Compliance Representation

or otherwise be subject to Section 9.23(a) through (c); provided, for the avoidance of doubt, that acquisitions of any

Term Loans from a Qualified Marketmaker, shall be subject to Section 9.23(a) through (c).

(e)           For

the avoidance of doubt, neither any Lender purchasing or selling an interest in a Loan by a participation pursuant to Section 9.04(f) nor

any other Person purchasing or selling an interest in a Loan by a participation pursuant to Section 9.04(f) shall be required

to provide a Compliance Representation or otherwise be subject to Section 9.23(a) through (c) as a result of any such

purchase or sale of a participation.

[Signature Pages Follow]

139

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.

BORROWER REPRESENTATIVE

CABLEVISION OF LITCHFIELD, LLC

By:

/s/ Marc Sirota

Name:

Marc Sirota

Title:

Chief Financial Officer

BORROWER

CSC OPTIMUM HOLDINGS, LLC

By:

/s/ Marc Sirota

Name:

Marc Sirota

Title:

Chief Financial Officer

GUARANTORS

PETRA CABLEVISION CORP.

CSC ACQUISITION CORPORATION

CSC ACQUISITION - MA, INC.

CABLEVISION SYSTEMS BROOKLINE CORPORATION

CABLEVISION OF WAPPINGERS FALLS, INC.

CABLEVISION OF SOUTHERN WESTCHESTER, INC.

CABLEVISION OF BROOKHAVEN, INC.

A-R CABLE SERVICES - NY, INC.

1111 STEWART CORP.

ALTICE CARE HOLDINGS CORP.

ALTICE REAL ESTATE CORPORATION

CABLEVISION SYSTEMS DUTCHESS CORPORATION

CABLEVISION SYSTEMS EAST HAMPTON CORPORATION

CABLEVISION SYSTEMS GREAT NECK CORPORATION

CABLEVISION SYSTEMS HUNTINGTON CORPORATION

CABLEVISION SYSTEMS ISLIP CORPORATION

CABLEVISION SYSTEMS LONG ISLAND CORPORATION

CABLEVISION SYSTEMS NEW YORK CITY II LLC

CABLEVISION SYSTEMS SUFFOLK CORPORATION

CABLEVISION SYSTEMS WESTCHESTER CORPORATION

CORAM ROUTE 112 CORPORATION

CSC ACQUISITION- NY, INC.

CSC TRANSPORT III, INC.

FROWEIN ROAD CORPORATION

OV LLC

NY OV LLC

SUFFOLK CABLE CORPORATION

SUFFOLK CABLE OF SHELTER ISLAND, INC.

SUFFOLK CABLE OF SMITHTOWN, INC.

SAMSON CABLEVISION CORP.

OPTIMUM JAMAICA HOLDINGS, LLC

CSC TKR HOLDINGS, LLC

CABLEVISION OF OSSINING, LIMITED PARTNERSHIP

CABLEVISION SPE GUARANTOR LLC

NYC OV SPE GUARANTOR LLC

NYC OV ASSETCO LLC

CABLEVISION SYSTEMS NEW YORK CITY LLC

CABLEVISION SHARED INFRASTRUCTURE LLC

NYC OV INFRACO LLC

By:

/s/

Marc Sirota

Name: Marc Sirota

Title: Chief Financial

Officer

JPMORGAN CHASE BANK, N.A., as Administrative

Agent and Collateral Agent

By:

/s/

Lucas Menendez

Name: Lucas Menendez

Title: Executive Director

JPMORGAN CHASE FUNDING INC., as Lender

By:

/s/

Joseph Ferraiolo

Name: Joseph Ferraiolo

Title: Managing Director

Schedule 2.01

Lenders and Commitment

Lenders

Initial

Term Loan

Commitment

Incremental

Term

Loan Commitment

Second

Incremental

Term Loan

Commitment

JPMorgan Chase Funding Inc.

$ 2,000,000,000.00

$ 1,100,000,000.00

$ 250,000,000.00

Total:

$ 2,000,000,000.00

$ 1,100,000,000.00

$ 250,000,000.00

Address for Notices for Term Lenders: On

file with Administrative Agent or set forth in the applicable Assignment and Acceptance.

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