Form 8-K

8-K — Optimum Communications, Inc.

Accession: 0001213900-26-063161

Filed: 2026-06-01

Period: 2026-05-29

CIK: 0001702780

SIC: 4841 (CABLE & OTHER PAY TELEVISION SERVICES)

Item: Entry into a Material Definitive Agreement

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K — ea0292871-8k_optimum.htm (Primary)

EX-10.1 — FIRST AMENDMENT, DATED MAY 29, 2026, TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 12, 2026, BY AND AMONG CABLEVISION LITCHFIELD, LLC AND CSC OPTIMUM HOLDINGS, LLC (ea029287101ex10-1.htm)

EX-99.1 — PRESS RELEASE OF OPTIMUM, DATED JUNE 1, 2026, REGARDING THE TRANSACTIONS (ea029287101ex99-1.htm)

EX-99.2 — PRESENTATION OF OPTIMUM (ea029287101ex99-2.htm)

EX-99.3 — PRESS RELEASE OF OPTIMUM, DATED JUNE 1, 2026, RELATING TO TENDER OFFER (ea029287101ex99-3.htm)

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8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0292871-8k_optimum.htm · Sequence: 1

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2026-05-29

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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):

June 1, 2026 (May 29, 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)

1 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 ☐

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

Optimum

Communications, Inc. (“Optimum” and, together with its subsidiaries, the “Company”) today announced a series

of transactions designed to protect and maximize stakeholder value (collectively, the “Transactions”) and position the Company

for anticipated discussions with an investor group holding funded debt obligations of its wholly owned indirect subsidiary, CSC Holdings,

LLC (“CSC Holdings”).

The

Transactions include: (1) an internal reorganization, approved by a special committee of independent managers of CSC Holdings, designed

to insulate the Company’s unrestricted assets from the potential adverse impact of CSC Holdings being unable to reach agreement

with the holders of its funded debt regarding a comprehensive financial restructuring; (2) an institutional private placement of

preferred units in a newly formed unrestricted subsidiary, CSC Investments II LLC (“Unsub Topco”); (3) a private exchange

with Next Alt S.à r.l. (“Next Alt”) and its affiliate, Next Partner, L.P. (“Next Partner” and, together

with Next Alt, the “Next Entities”) and members of the board of directors and executive management of Optimum with respect

to a portion of their Optimum common stock for Unsub Topco preferred units at $2.50 per share; and (4) a cash tender offer for Optimum’s

unaffiliated stockholders at $2.50 per share, which may be followed by a registered exchange offer that would offer holders of Optimum

Class A common stock the opportunity to exchange a similar portion of such shares into preferred units in Unsub Topco.

Private

Placement Transaction

May 29, 2026, Unsub Topco, an indirect wholly owned subsidiary of Optimum, sold to certain institutional accredited investors newly issued

Series A Preferred Units of Unsub Topco (the “Preferred Units”) having an initial stated value of $300 million

for an aggregate purchase price of $300 million (the “Private Placement Transaction”).

Unsub

Topco is an unrestricted subsidiary of CSC Holdings and a holding company for certain of CSC Holdings’ designated unrestricted

subsidiaries, including Cablevision Litchfield, LLC, CSC Optimum Holdings, LLC, certain other subsidiaries of CSC Holdings designated

as “unrestricted subsidiaries” for the purposes of the debt agreements of CSC Holdings and CSC Holdings’ interest in

Cablevision Lightpath LLC.

Proceeds

from the Private Placement Transaction are intended for general corporate purposes, including to finance the Tender Offer (as defined

below) and pay transaction expenses.

The

Preferred Units are perpetual preferred interests in Unsub Topco. Dividends are payable in cash or by compounding, at Unsub Topco’s

option. Cumulative dividends accrue on the stated value of the Preferred Units and are payable quarterly at a rate of 13.0% per annum

if paid in cash or 15.0% if compounded. The dividend rate may increase by 2.0% per annum upon the occurrence and during the continuance

of certain triggering events.

The

Preferred Units are redeemable by Unsub Topco at any time at a redemption price (the “Redemption Price”) equal to the greater

of (i) 100% of the then-current stated value and (ii) the amount necessary to result in the Applicable Minimum MOIC (as defined below).

The

Preferred Units are subject to mandatory redemption upon the occurrence of (i) a sale of all or substantially all of Unsub Topco and

its subsidiaries, (ii) any insolvency, liquidation, dissolution or winding up of Unsub Topco or its material subsidiaries (but not a

change of control or insolvency, liquidation, dissolution or winding up of Optimum or its subsidiaries (other than Unsub Topco and its

subsidiaries)) or (iii) a failure by Unsub Topco to comply with the requirements of a sale demand made by holders of a majority of any

Preferred Units that remain outstanding following the eighth anniversary of the issue date.

The

terms of the Preferred Units permit Unsub Topco and its subsidiaries to incur indebtedness, subject to compliance with a consolidated

total net debt ratio (excluding the Preferred Units or any senior equity) of 4.50x on a pro forma basis, and to incur senior or pari

preferred equity subject to a consolidated total net debt and preferred equity ratio of 4.75x on a pro forma basis (which ratios decrease

to 4.00x upon the occurrence of certain events) and certain other exceptions. In addition, upon the occurrence of certain triggering

events, restrictions on specified payments or affiliate transactions will also apply.

“Applicable

Minimum MOIC” means, as of any date of determination, with respect to any Preferred Unit, without duplication, the following:

(i)

subject to clauses (ii) and (iii) below, prior to the nine-month anniversary of issuance (the “Step-Up Date”), an amount

necessary to result in a MOIC (as defined below) equal to the product of 1.25 multiplied by the initial stated value of such

Preferred Unit;

(ii)

from and after the earliest of (A) the Step-Up Date, (B) completion of a Public Exchange Offer (as defined below), (C) the

occurrence of specified enforcement actions by creditors of CSC Holdings and (D) certain non-cash offer transactions, an amount

necessary to result in a MOIC equal to the product of 1.50 multiplied by the initial stated value of such Preferred Unit;

(iii)

from and after the date of the earliest to occur of (x) the filing of a Non-Consensual CSC Restructuring (as defined below), (y) an

acceleration of indebtedness under any CSC Debt Document (as defined in the agreement) or (z) the enforcement of creditor remedies

under any CSC Debt Document by the relevant creditors thereunder after the occurrence of an “event of default”

thereunder, in each case, an amount necessary to result in a MOIC equal to the product of 2.50 multiplied by the initial stated

value of such Preferred Unit.

“MOIC”

means, with respect to a Preferred Unit, a multiple on invested capital equal to the quotient determined by dividing (a) the sum of (x)

the aggregate amount of all dividends paid in cash with respect to such Preferred Unit on or prior to the applicable date of determination,

plus (y) 100.0% of the then current stated value of such Preferred Unit, by (b) the initial stated value.

“Non-Consensual

CSC Restructuring” means (i) the commencement of a voluntary case under the Title 11 of the United States Code (the “Code”)

by CSC Holdings or any of its material subsidiaries other than Unsub Topco and its subsidiaries or (ii) the entry of an order for relief

against CSC Holdings in an involuntary case under the Code, which order remains unstayed and in effect for 60 consecutive days (in each

case, other than in connection with a voluntary “pre-arranged,” “pre-negotiated,” or “pre-packaged”

case (as such terms are customarily used in the restructuring industry) under chapter 11 of the Code).

Private

Exchange Transaction

Also

on May 29, 2026, Unsub Topco entered into an exchange transaction (the “Private Exchange Transaction”) with the Next Entities,

certain members of Optimum’s board of directors and executive management, including each of the “named executive officers”

identified in Optimum’s proxy statement for its 2026 annual meeting. In the Private Exchange Transaction, Unsub Topco issued additional

Preferred Units having an initial stated value of $200 million to Next Partner in exchange for 5,846,652 shares of Optimum Class A common

stock, par value $0.01 per share (“Class A shares”) owned by Next Alt, and 74,153,348 shares of Optimum Class B common stock,

par value $0.01 per share (“Class B shares”) owned by Next Alt, implying a price of $2.50 per common share, and Preferred

Units having an aggregate initial stated value of $12.4 million to such members of Optimum’s board of directors and executive management

in exchange for 4.9 million Class A shares. Such exchanged common shares are held by Unsub Topco and were not canceled.

Next Alt is a personal holding company of Patrick

Drahi, who is its controlling shareholder and a member of Optimum’s board of directors. As of May 27, 2026, Next Alt beneficially

owned approximately 39.6% of Optimum’s outstanding Class A shares and approximately 99.9% of Optimum’s outstanding Class

B shares, representing in the aggregate approximately 94.0% of the voting power of Optimum. After giving effect to the Private Exchange

Transaction, Next Alt beneficially owned approximately 27.8% of Optimum’s outstanding Class A shares and approximately 99.9% of

Optimum’s outstanding Class B shares, representing in the aggregate approximately 90.5% of the voting power of Optimum.

The

Transactions were approved by a committee of independent managers of the board of managers of Unsub Topco.

press release announcing the Transactions is included as Exhibit 99.1 hereto.

Item 3.02 Unregistered Sales of Equity Securities

The

information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the Private Placement Transaction and the Private

Exchange Transaction is incorporated herein by reference.

Unsub

Topco offered and sold the Preferred Units in reliance on an exemption from registration provided by Section 4(a)(2) of the Securities

Act of 1933, as amended, in transactions not involving a public offering.

Item 7.01 Regulation FD Disclosure

The

Company anticipates engaging in discussions with holders of CSC Holdings’ debt with respect to potential deleveraging transactions.

The Company is furnishing herewith certain information it anticipates providing in connection with such discussions as Exhibit 99.2.

This

information contains the Company’s preliminary estimates of certain financial and operational results for the year ending December

31, 2026 and future periods based on currently available information. Such estimates are subject to substantial uncertainty.

The

information being furnished in this Item 7.01, including Exhibit 99.2 shall not be deemed to be “filed” for the purposes

of Section 18 of the Securities Exchange Act of 1934 as amended (the “Exchange Act”) or otherwise subject to the liabilities

of that Section, nor shall it be incorporated by reference into a filing under the Securities Act of 1933, as amended, or the Exchange

Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events

Tender

Offer

June 1, 2026, Optimum issued a press release announcing the commencement of a tender offer by Unsub Topco (the “Tender Offer”)

to purchase up to 120,000,000 of Optimum’s Class A shares at a price per share of $2.50 (representing an aggregate purchase price

of $300 million), to the seller in cash, less any applicable withholding taxes and without interest. The Tender Offer is being made upon

the terms and subject to the conditions set forth in the Offer to Purchase, dated June 1, 2026 (the “Offer to Purchase”),

the related letter of transmittal and other related materials filed today as part of the Schedule TO with the Securities and Exchange

Commission (the “SEC”). Unsub Topco will fund the purchase of shares in the Tender Offer with proceeds from the Private Placement

Transaction.

copy of the press release announcing the Tender Offer is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Neither

this report nor the exhibit hereto is a recommendation to buy or sell any of Optimum’s securities and shall not constitute an offer

to purchase or the solicitation of an offer to sell any securities of Optimum. The Tender Offer is being made exclusively pursuant to

the Offer to Purchase, the related letter of transmittal and other related materials filed as part of the Schedule TO. The offer materials

are being sent to holders of the Class A shares. Holders may also obtain free copies of the offer materials online at the website of

the SEC at www.sec.gov as exhibits to the Tender Offer Statement on Schedule TO filed by the Company today with the SEC or from the Company’s

information agent in connection with the Offer.

Potential

Public Exchange

The

Company also announced that, subject to market and other conditions, Unsub Topco may conduct a registered public exchange offer (the

“Public Exchange Offer”), pursuant to which it would offer holders of Optimum’s Class A shares the opportunity to exchange

their shares for initial stated value of newly issued preferred equity interests in Unsub Topco on substantially similar economic terms

as those available in the Private Exchange Transaction and the Private Placement Transaction, up to an amount equal to $300 million less

the aggregate purchase price for shares purchased in the Tender Offer. In the event that Unsub Topco purchases substantially all of the

shares that it has offered to purchase in the Tender Offer, it does not intend to commence the Public Exchange Offer.

Further

details regarding the potential Public Exchange Offer, including its anticipated timing, are expected to be announced in due course as

the Company continues to prepare required financial and other information to include in the related offer documents. Although it is the

Company’s present intention to commence the Public Exchange Offer subject to the qualifications described above, there can be no

assurance that the Public Exchange Offer will ultimately be commenced or consummated, even if the Tender Offer is not fully subscribed.

This

report is not a recommendation to buy or sell any of Optimum’s securities and shall not constitute an offer to purchase or the

solicitation of an offer to sell any securities of Optimum. The Public Exchange Offer, if any, will be made only by means of an effective

registration statement.

Amendment

to UnSub Credit Agreement

May 29, 2026, Cablevision Litchfield, LLC (“Cablevision Litchfield”) and CSC Optimum Holdings, LLC (“CSC Optimum”),

each an indirect wholly-owned subsidiary of Optimum, entered into an amendment (the “Amendment”) to the Amended and Restated

Credit Agreement dated as of January 12, 2026 (the “A&R UnSub Credit Agreement”), by and among Cablevision Litchfield

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

agent and collateral agent. A copy of the Amendment is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Other

Information

Optimum is a holding company that conducts its

business largely through subsidiaries that are owned directly or indirectly by its wholly owned subsidiary, CSC Holdings, which is the

obligor with respect to approximately $21.8 billion of secured debt, guaranteed notes and senior notes (as of March 31, 2026). Optimum

is not a guarantor or otherwise obligated with respect to the debt of CSC Holdings.

The

Company currently anticipates entering into discussions with the holders of the CSC Holdings debt in order to explore potential restructuring

alternatives. In the event of a CSC Holdings debt restructuring where such debt is forgiven or reduced in exchange for the assets of,

or equity in, CSC Holdings or its subsidiaries, a separation (sometimes referred to as a “deconsolidation”) of CSC Holdings

and its subsidiaries from Optimum would occur for U.S. Federal income tax purposes. The Company currently estimates that the resulting

tax liability, for which Optimum, CSC Holdings and certain subsidiaries would be jointly and severally liable, would exceed $4 billion.

The likelihood that this potential tax liability will be crystallized in a restructuring transaction may be materially reduced if the

creditors of CSC Holdings and Optimum can agree to restructure the debt of CSC Holdings on a consensual basis that does not result in

a deconsolidation event.

Item 9.01 Financial Statements and Exhibits

(d)

Exhibits

Exhibit

Description

10.1

First

Amendment, dated May 29, 2026, to Amended and Restated Credit Agreement, dated as of January 12, 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.

99.1

Press Release of Optimum, dated June 1, 2026, regarding the transactions

99.2

Presentation of Optimum

99.3

Press Release of Optimum, dated June 1, 2026, relating to Tender Offer

104

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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.

Dated:

June 1, 2026

By:

/s/

Michael E. Olsen

Michael

E. Olsen

General

Counsel & Chief Corporate Responsibility Officer

EX-10.1 — FIRST AMENDMENT, DATED MAY 29, 2026, TO AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF JANUARY 12, 2026, BY AND AMONG CABLEVISION LITCHFIELD, LLC AND CSC OPTIMUM HOLDINGS, LLC

EX-10.1

Filename: ea029287101ex10-1.htm · Sequence: 2

Exhibit

10.1

AMENDMENT

NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT

This

AMENDMENT NO. 1, dated as of May 29, 2026 (this “Amendment”), is made by and among Cablevision of Litchfield,

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

limited liability company (“CSC Optimum”), Cablevision Funding LLC, a Delaware limited liability company (“Cablevision

Funding” and together with the Borrower Representative and CSC Optimum, collectively the “Borrowers”

and each a “Borrower”), the Guarantors party hereto, JPMorgan Chase Bank, N.A., as administrative agent (the

“Administrative Agent”) and the Lenders party hereto constituting the Required Lenders under and as defined

in the Existing Credit Agreement (as defined below). Except as otherwise provided herein, all capitalized terms used but not defined

herein shall have the meanings given to them in the Existing Credit Agreement.

RECITALS:

WHEREAS,

reference is hereby made to the Amended and Restated Credit Agreement, dated as of January 12, 2026, among the Borrowers, the Administrative

Agent, the Lenders party thereto from time to time and the other parties thereto (as amended, supplemented or otherwise modified prior

to the date of this Amendment, the “Existing Credit Agreement” and as may be further amended, restated, modified

or supplemented from time to time, including pursuant to this Amendment, the “Credit Agreement”);

WHEREAS,

pursuant to Section 9.08 of the Existing Credit Agreement, this Amendment requires the consent of the Borrowers and Lenders constituting

the Required Lenders;

NOW,

THEREFORE, in consideration of the premises and agreements, provisions and covenants herein contained, the parties hereto agree as follows:

Amendment to Existing Credit Agreement.

Subject

to the satisfaction of the conditions set forth in Section 2 below, the Existing Credit Agreement is hereby amended effective as of the

Amendment No. 1 Effective Date to delete the stricken

text (indicated textually in the same manner as the following example: stricken

text) and to add the underlined text (indicated textually in the same manner as the following example: underlined

text) as set forth in the blackline of the conformed copy of the Existing Credit Agreement attached as Exhibit A hereto.

Effectiveness. The amendment set forth in Section 1 of this Amendment shall become effective on the date (the “Amendment

No. 1 Effective Date”) that each of the conditions set forth below shall have been satisfied:

(a)

the Administrative Agent shall have received executed counterparts of this Amendment from each of the Borrowers, each of the Guarantors

and Lenders collectively constituting the Required Lenders;

(b)

the Administrative Agent shall have received a certificate signed by a Responsible Officers of the Borrower Representative to the effect

that (i) the representations and warranties set forth in Article III of the Existing Credit Agreement and in each other Loan Document

are 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 the Amendment No. 1 Effective

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 exists; and

(c)

the Administrative Agent shall have received from the Borrowers (i) a consent fee for the account of each Lender in the amount separately

agreed between the Borrowers and JPMorgan Chase Funding Inc. and (ii) to the extent invoiced at least one (1) Business Day prior to the

Amendment No. 1 Effective Date, the reasonable fees and charges of Paul Hastings LLP and Milbank LLP in connection with Amendment No.

Notices. All communications and notices hereunder shall (except as otherwise expressly permitted herein) be in writing and given

as provided in Section 9.01 of the Credit Agreement.

Applicable Law. THIS AMENDMENT AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER SOUNDING IN CONTRACT OR TORT OR

OTHERWISE) BASED UPON OR ARISING OUT OF OR RELATING TO THIS AMENDMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY SHALL BE GOVERNED BY,

AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Severability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and

enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor

in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which

comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular

jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Counterparts. This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each

of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed

counterpart of a signature page of this Amendment by facsimile transmission or other electronic imaging means shall be effective as delivery

of a manually executed counterpart of this Amendment. The words “execution,” “signed,” “signature,”

and words of like import in this Amendment shall be deemed to include electronic signatures or electronic records, each of which shall

be of the same legal effect, validity or enforceability as a manually executed signature or the use of a paper based recordkeeping system,

as the case may be, to the extent and as provided for in any Law, including the Federal Electronic Signatures in Global and National

Commerce Act, the New York State Electronic Signatures and Records Act, or any other similar state law based on the Uniform Electronic

Transmissions Act.

Miscellaneous. Except as amended (or deemed amended) or otherwise modified or consented to hereby, the Credit Agreement and other

Loan Documents remain unmodified and in full force and effect. The execution, delivery and effectiveness of this Amendment shall not,

except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or the Administrative Agent under

any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents. Each reference in the Credit Agreement

to “this Amendment”, “hereunder”, “hereof”, “herein” or words of like import referring

to the Credit Agreement, and each reference to the “Credit Agreement”, “thereunder”, “thereof”, “therein”

or words of like import referring to the Credit Agreement in any other Loan Document shall mean and be a reference to the Credit Agreement

as amended hereby. This Amendment shall constitute a Loan Document under the Credit Agreement and the other Loan Documents and, together

with the other Loan Documents, constitute the entire agreement among the parties pertaining to the modification of the Loan Documents

as herein provided and supersede any and all prior or contemporaneous agreements, promises and amendments relating to the subject matter

hereof.

Reaffirmation. Subject to any limitation set forth in any Loan Document, each Loan Party hereby (i) ratifies and reaffirms all

of its payment and performance obligations, contingent or otherwise, under each of the Loan Documents to which it is a party, (ii)

ratifies and reaffirms each grant of a lien on, or security interest in, its property made pursuant to the Loan Documents (including,

without limitation, the grant of security made by such Loan Party pursuant to the Security Documents) and confirms that such liens and

security interests continue to secure the Obligations under the Loan Documents as amended and/or supplemented hereby and (iii) in the

case of each Guarantor, ratifies and reaffirms its guaranty of the Obligations as amended hereby pursuant to the Facility Guaranty.

[Signature

Pages to Follow]

WITNESS WHEREOF, each of the undersigned has caused its duly authorized officer to execute and deliver this Amendment as of the date

first mentioned above.

CABLEVISION

OF LITCHFIELD, LLC

a Borrower

By:

/s/

Marc Sirota

Name:

Marc

Sirota

Title:

Chief

Financial Officer

CSC

OPTIMUM HOLDINGS, LLC

a Borrower

By:

/s/

Marc Sirota

Name:

Marc

Sirota

Title:

Chief

Financial Officer

CABLEVISION

FUNDING LLC

a Borrower

By:

/s/

Marc Sirota

Name:

Marc

Sirota

Title:

Chief

Financial Officer

[Signature

Page to Amendment No. 1]

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 OSSINING LIMITED PARTNERSHIP

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 CORP.

OV LLC

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

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

Guarantors

By:

/s/

Marc Sirota

Name:

Marc

Sirota

Title:

Chief

Financial Officer

[Signature

Page to Amendment No. 1]

JPMORGAN CHASE FUNDING INC.,

as a Leander

By:

/s/

Joseph Ferraiolo

Name:

Joseph

Ferraiolo

Title:

Managing

Director

[Signature

Page to Amendment No. 1]

Execution

VersionEXHIBIT A

AMENDED

AND RESTATED CREDIT AGREEMENT

DATED

AS OF

January

12, 2026,

AMONG

CABLEVISION

OF LITCHFIELD, LLC,

BORROWER REPRESENTATIVE,

CSC

OPTIMUM HOLDINGS, LLC,

A BORROWER,

EACH

OF THE OTHER LOAN PARTIES PARTY HERETO,

THE

LENDERS PARTY HERETO,

JPMORGAN

CHASE BANK, N.A.,

ADMINISTRATIVE AGENT,

JPMORGAN

CHASE BANK, N.A.,

COLLATERAL AGENT

AND

J.P.

MORGAN SECURITIES LLC,

SOLE LEAD ARRANGER AND BOOKRUNNER,

TABLE

OF CONTENTS

Page

ARTICLE

I Definitions

SECTION

1.01.

Defined

Terms

SECTION

1.02.

Terms

Generally

5354

SECTION

1.03.

Effectiveness

of and Effect of Amendment and Restatement

5455

SECTION

1.04.

Incremental

Term Loan Borrower.

5455

SECTION

1.05.

[Reserved.]

SECTION

1.06.

[Reserved.]

SECTION

1.07.

[Reserved.]

SECTION

1.08.

Cured

Defaults

5556

ARTICLE

II The Credits

SECTION

2.01.

Commitments

SECTION

2.02.

Loans

5657

SECTION

2.03.

Borrowing

Procedure

SECTION

2.04.

Evidence

of Debt; Repayment of Term Loans

5758

SECTION

2.05.

Fees

5758

SECTION

2.06.

Interest

on Term Loans

SECTION

2.07.

Default

Interest

5859

SECTION

2.08.

[Reserved.]

5859

SECTION

2.09.

Termination

or Reduction of Commitments

5859

SECTION

2.10.

[Reserved.]

5859

SECTION

2.11.

Repayment

of Borrowings

5859

SECTION

2.12.

Voluntary

Prepayments

SECTION

2.13.

Mandatory

Prepayments

5960

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

6162

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

6767

SECTION

3.01.

Existence,

Qualification and Power

6767

SECTION

3.02.

Authorization;

No Contravention

6867

SECTION

3.03.

Governmental

Authorization; Other Consents

6868

SECTION

3.04.

Binding

Effect

6868

SECTION

3.05.

Material Adverse Effect

6968

SECTION

3.06.

Litigation

6968

SECTION

3.07.

Default

6968

SECTION

3.08.

Ownership

of Properties; Liens; Debt

6968

SECTION

3.09.

Environmental

Compliance

6969

SECTION

3.10.

Insurance

7069

SECTION

3.11.

Taxes

7070

SECTION

3.12.

Benefit

Plans

7170

SECTION

3.13.

Subsidiaries;

Capital Stock

7170

SECTION

3.14.

Margin

Regulations; Investment Company Act

7170

SECTION

3.15.

Disclosure

7271

SECTION

3.16.

Compliance

with Laws

7271

SECTION

3.17.

Intellectual

Property; Licenses, Etc

7271

SECTION

3.18.

Labor

Matters

7271

SECTION

3.19.

Security

Documents

7271

SECTION

3.20.

Solvency

7371

SECTION

3.21.

Employee

Benefit Plans

7372

SECTION

3.22.

Brokers

7372

SECTION

3.23.

Trade

Relations

7372

SECTION

3.24.

Material

Contracts

7372

SECTION

3.25.

Financial

Sanctions List

7472

SECTION

3.26.

Sanctions

7472

SECTION

3.27.

Anti-Terrorism;

Anti-Corruption

7473

SECTION

3.28.

Material

Assets

7473

ARTICLE

IV Conditions of Lending

7573

SECTION

4.01.

Conditions

to Effectiveness

7573

SECTION

4.02.

Conditions

to the Closing Date

7574

SECTION

4.03.

Conditions

to All Credit Extensions

7776

SECTION

4.04.

Conditions

to the Incremental Closing Date

7776

SECTION

4.05.

Matters

applicable to All Term Loans

7877

ARTICLE

V Affirmative Covenants

7877

SECTION

5.01.

Projections

7877

SECTION

5.02.

Certificates;

Other Information

7978

SECTION

5.03.

Notices

7978

SECTION

5.04.

Payment

of Obligations

8079

SECTION

5.05.

Preservation

of Existence

8079

SECTION

5.06.

Maintenance

of Properties

8180

SECTION

5.07.

Maintenance

of Insurance

8180

SECTION

5.08.

Compliance

with Laws

8180

SECTION

5.09.

Books

and Records; Accountants

8180

SECTION

5.10.

Inspection

Rights

8180

SECTION

5.11.

Use

of Proceeds

8181

SECTION

5.12.

Information

Regarding the Collateral

8281

SECTION

5.13.

Further

Assurances and Post-Closing Covenant

8281

SECTION

5.14.

Guarantee

and Security Requirements

8382

SECTION

5.15.

[Reserved.]

8483

SECTION

5.16.

[Reserved.]

8483

SECTION

5.17.

Sanctions

8483

ARTICLE

VI Negative Covenants

8584

SECTION

6.01.

Prohibition

on Liability Management Exercises

8584

SECTION

6.02.

Prohibition

on Outside Accounts

8685

SECTION

6.03.

[Reserved.]

8685

SECTION

6.04.

Limitation

on Indebtedness

8685

SECTION

6.05.

Limitation

on Restricted Payments

9089

SECTION

6.06.

Limitation

on Liens

9291

SECTION

6.07.

Limitation

on Restrictions on Distributions from Subsidiaries

9292

SECTION

6.08.

Limitation

on Sales of Assets and Subsidiary Stock

9594

SECTION

6.09.

Limitation

on Affiliate Transactions

9695

SECTION

6.10.

Reports

9898

SECTION

6.11.

[Reserved.]

101100

SECTION

6.12.

Impairment

of Security Interests

101100

SECTION

6.13.

Intercreditor

Agreements

102101

SECTION

6.14.

Lines

of Business

103102

SECTION

6.15.

Amendments

to the Shared Services Agreement

103102

SECTION

6.16.

Additional

Guarantors

103

SECTION

6.17.

Delaware

LLC Divisions

103103

SECTION

6.18.

Merger

and Consolidation of either Borrower

104103

iii

SECTION

6.19.

Merger

and Consolidation of the Guarantors

104103

ARTICLE

VII Events of Default

105104

SECTION

7.01.

Events

of Default

105104

SECTION 7.02.

Application of

Funds

108109

ARTICLE

VIII The Administrative Agent; Etc.

109109

SECTION

8.01.

Authorization

and Action

109109

SECTION

8.02.

Administrative

Agent’s Reliance, Limitation of Liability, Etc

111112

SECTION

8.03.

[Reserved.]

113113

SECTION

8.04.

[Reserved.]

113113

SECTION

8.05.

Successor

Administrative Agent

113113

SECTION

8.06.

Acknowledgements

of Lenders

114114

SECTION

8.07.

Collateral

Matters

116117

SECTION

8.08.

Credit

Bidding

116118

ARTICLE

IX Miscellaneous

117118

SECTION

9.01.

Notices;

Electronic Communications

117118

SECTION

9.02.

Survival

of Agreement

120121

SECTION

9.03.

Binding

Effect

121121

SECTION

9.04.

Successors

and Assigns

121121

SECTION

9.05.

Expenses;

Indemnity

125125

SECTION

9.06.

Right

of Setoff

127127

SECTION

9.07.

Applicable

Law

127127

SECTION

9.08.

Waivers;

Amendment

128128

SECTION

9.09.

Interest

Rate Limitation

130129

SECTION

9.10.

Entire

Agreement

130129

SECTION

9.11.

Waiver

of Jury Trial

130129

SECTION

9.12.

Severability

130129

SECTION

9.13.

Counterparts

130129

SECTION

9.14.

Headings

131130

SECTION

9.15.

Jurisdiction;

Consent to Service of Process

131130

SECTION

9.16.

Confidentiality

131131

SECTION

9.17.

Lender

Action; Intercreditor Agreement

132131

SECTION

9.18.

USA

PATRIOT Act Notice

133132

SECTION

9.19.

Fiduciary Duty

133132

SECTION

9.20.

Release

of Liens

133132

SECTION

9.21.

Judgment

Currency

134134

SECTION

9.22.

Acknowledgement

Regarding Any Supported QFCs

135134

SECTION

9.23.

Prohibition

Regarding Cooperation Agreements

136135

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

AMENDED

AND RESTATED CREDIT AGREEMENT, dated as of January 12, 2026 (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 (together with the Borrower Representative, and, after the appointment of the Incremental Term

Loan Borrower as the Incremental Term Loan Borrower in accordance with Section 1.04 hereof, the Incremental Term Loan Borrower, 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 Borrowers have requested the Incremental Lender (as defined below) to extend credit in the form of Incremental Term Loans on the

Incremental Closing Date (as defined below), in an initial aggregate principal amount not in excess of $1,100 million and the Lenders

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

WHEREAS,

the Borrower, the Administrative Agent, the Collateral Agent and the Lenders party to the Original Credit Agreement immediately prior

to the Incremental Closing Date have agreed to amend and restate in its entirety the Original Credit Agreement in the form hereof. The

amendment and restatement of the Original Credit Agreement evidenced by this Agreement shall become effective on the Incremental Closing

Date pursuant to Section 4.04.

NOW

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

ARTICLE

Definitions

SECTION

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

“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

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 Funding LLC, a Delaware limited liability company, 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 this 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 Engaged 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

and the 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;

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 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.

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 are the legal and beneficial owners 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

Representative” 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.

“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

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, 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;

obligations with a term of 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 this 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 this 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; or

direct or indirect sale, lease, transfer, 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.

“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;

depreciation expense;

(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;

interest expense;

(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];

net gain (or loss) realized upon the 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 and/or an 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

purchase property, securities or services primarily for the purpose of assuring the owner

of any such primary obligation of the ability of the primary obligor to make payment of such

primary obligation 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

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 this 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.

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 may become (in accordance with its 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,

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.

“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.

“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 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 this 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.

“Incremental

Lender” shall mean JPMCF.

“Incremental

Term Loan Borrower” means Cablevision Funding LLC, a Delaware limited liability company.

“Incremental

Term Loan Borrower Joinder” shall have the meaning assigned to such term in Section 1.04(b)

“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;

reimbursement obligations of such 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]; or

(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);

securities or debt instruments with 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;

distributions and other payments required 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, ta 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.

“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;

in cash, Cash Equivalents, 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;

imposed by law, including carriers’, 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) 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

the beginning of such period, any 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; or

(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.

“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 and,

(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

positive, the Loan Parties’ and 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

“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,

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;

obligations with a term of 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 and the 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 Sections 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” 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 this 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 4.04. This Agreement constitutes an amendment and restatement of the Original Credit

Agreement (excluding any Schedules (other than Schedule 2.01 and Schedule 5.13(c)) or Exhibits), effective from and after the Incremental

Closing Date and shall not constitute a novation of any Obligations under the Original 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 Incremental Closing Date, each reference in the other Loan Documents to “Credit Agreement”, “thereunder”,

“thereof” or words of like import referring to the Original 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 Original 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. Any reference in this Agreement to “the date of this Agreement”

shall mean and be a reference to “the date of the Original Credit Agreement”.

SECTION

1.04. Incremental Term Loan Borrower. The Incremental Term Loan Borrower shall become a borrower under the Incremental

Term Loans effective upon satisfaction of the following conditions:

(a) the

Incremental Term Loan Borrower shall have delivered to the Administrative Agent a duly authorized, executed and delivered counterpart

signature page to a joinder agreement in form and substance reasonably satisfactory to the Borrower and the Administrative Agent pursuant

to which the Incremental Term Loan Borrower is joined to this Agreement as the Incremental Term Loan Borrower (the “Incremental

Term Loan Borrower Joinder”);

(b) the

Incremental Term Loan Borrower, if not already a Loan Party hereunder, shall have delivered to the Administrative Agent and Collateral

Agent, executed counterparts of a joinder or supplement to the applicable Loan Documents pursuant to Section 5.13(c) in accordance with

the terms thereof, together with the other deliverables required pursuant to Section 5.13(c); and

Administrative Agent, the Collateral Agent and the Incremental Lenders shall have received, at least three (3) Business Days prior to

the Incremental Term Loan Borrower becoming the Incremental Term Loan Borrower, (A) all documentation and other information about such

Incremental Term Loan Borrower as has been reasonably requested in writing by the Administrative Agent, the Collateral Agent and the

Incremental Lenders as required by regulatory authorities to comply with their obligations under applicable “know your customer”

and anti-money laundering rules and regulations, including the USA PATRIOT Act and the Beneficial Ownership Regulation and (B) to the

extent that the Incremental Term Loan Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation,

a Beneficial Ownership Certification.

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

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

agrees to make 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”).

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 or the 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

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.

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 Sections 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; or

(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 this 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

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.

(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 or the 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.

(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. 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

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

promptly 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, to (i)(x) 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) pay fees

and expenses in connection with the Transactions, the ABS Refinancing and the borrowing of the 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

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 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 of 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) and (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 $1,250 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 $1,250 million by the aggregate principal amount Pari Passu Debt being Incurred on such date (e.g.,

assuming an Incurrence of $625 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 Borrower, 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.

(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;

(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)(a) 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.

(c)

For 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.

(c)

Except 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].

(c)

[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 on Schedule 4.07(a) hereto (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;

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]; or

(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)(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

(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;

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.

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.

(c)

At 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.

(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.

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(c)

In 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 permitted by Section 6.01(a)(y) or Junior Debt, 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.

(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 than 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.

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(c)

In 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.

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.]

(c)

Notwithstanding 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.

(c)

[Reserved.]

(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);

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(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

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.

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

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(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”;

(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

(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 (iii) CSC becomes subject to any

of the occurrences specified in Section 7.01(g); provided that this clause (iii) shall not apply if CSC prepares for and commences

a prepackaged Chapter 11 case that is approved by the Required Lenders in their reasonable discretion; or;

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(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;

(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

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(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 or the 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 or the 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 or the 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 or the 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,

(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

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(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.

109

(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.

(c)

In 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;

110

(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.

112

(c)

Without 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.

114

(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.

(c)

(i) Each 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.

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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.

(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.

(c)

The 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.

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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.

Article

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.

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(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.

(c)

As 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 a Representative grees 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.

121

(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

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. 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.

(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.

124

(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.

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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(c)

To 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.

126

(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.

(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.

127

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.

(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 or,

(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.

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 the final

proviso to Section 6.04(a).

128

(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.

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.

129

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.

(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.

(c)

Each 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.

130

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.

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.

131

(c)

Notwithstanding 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.

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;

132

(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;

(c)

[reserved];

(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 and,

(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]; or

(i)

[reserved.]

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).

133

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):

(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.

134

(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

“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.

“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.

135

(c)

From 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]

136

SIGNATURE PAGES TO BE INCLUDED

Schedule 2.01

Lenders and Commitment

Lenders

Initial Term Loan Commitment

Incremental Term Loan Commitment

JPMorgan Chase Funding Inc.

$ 2,000,000,000.00

$ 1,100,000,000.00

Total:

$ 2,000,000,000.00

$ 1,100,000,000.00

Address for Notices for Term Lenders: On

file with Administrative Agent or set forth in the applicable Assignment and Acceptance.

Schedule 5.13(c)

Post-Incremental Closing

Within 30 days after the Incremental Closing

Date, the Borrower Representative shall deliver to the Administrative Agent:

(a) a duly executed joinder agreement, in form and substance reasonably satisfactory to the Administrative

Agent, pursuant to which each ABS Transaction Party becomes a party to the Credit Agreement as a “Loan Party,” a “Grantor”

under the Pledge and Security Agreement, and a “Guarantor” under the Facility Guaranty and otherwise satisfy the requirements

of Section 5.14,

(b) in the case of the Incremental Term Loan Borrower, a duly executed Incremental Term Loan Borrower Joinder,

to the Administrative Agent,

(d) 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,

(e) a certificate of good standing in respect of such ABS Transaction Party, and

(f) copies of UCC search reports of a recent date prior the date of the execution of the joinder agreements

specified in clause (a) above for each of the jurisdictions in which the UCC-1 financing statements are to be filed with respect to such

ABS Transaction Parties.

EX-99.1 — PRESS RELEASE OF OPTIMUM, DATED JUNE 1, 2026, REGARDING THE TRANSACTIONS

EX-99.1

Filename: ea029287101ex99-1.htm · Sequence: 3

Exhibit 99.1

Optimum Launches Effort to Drive a Consensual

Repositioning of its Capital Structure

●

Optimum forms new unrestricted subsidiary to hold the Optimum East Cable business and Optimum’s 50.01% stake in Lightpath, and implements internal reorganization to make the new holdco group financially and operationally independent from its parent, CSC Holdings

●

New unrestricted holdco raises $500 million of capital by privately placing $300 million of preferred units with leading third-party institutional investors and exchanging $200 million of preferred units for Optimum common stock held by Optimum’s controlling stockholder, Next Alt S.à r.l., at $2.50 per share

● New unrestricted holdco concurrently commences

cash tender offer for up to $300 million of Optimum common stock held by its public stockholders at $2.50 per share

● Optimum announces strategic priorities and

new long-range plan

LONG ISLAND CITY, N.Y. — June 1, 2026 —

Optimum Communications, Inc. (NYSE: OPTU) (“Optimum” and, together with its subsidiaries, the “Company”)

today announced a series of transactions designed to protect and maximize stakeholder value (collectively, the “Transactions”)

and position the Company for anticipated discussions with an investor group holding funded debt obligations of its wholly owned indirect

subsidiary, CSC Holdings, LLC (“CSC Holdings”). The Transactions include:

(1) an internal reorganization designed to insulate the Company’s unrestricted assets from the potential

adverse impact of CSC Holdings being unable to reach agreement with the holders of its funded debt regarding a comprehensive financial

restructuring;

(2) a private placement of preferred units in a newly formed unrestricted subsidiary, CSC Investments II LLC

(“Unsub Topco”), that holds the Optimum East Cable and Lightpath assets;

(3) a private exchange of such preferred units for Optimum common stock owned by the Company’s controlling

stockholder, Next Alt S.à r.l. (“Next Alt”), and certain members of the board of directors

and executive management of Optimum with respect to a portion of their Optimum common stock, at $2.50 per share; and

(4) a cash tender offer to Optimum’s unaffiliated stockholders at $2.50 per share, that may be followed

by a registered public exchange that would offer holders of Optimum Class A shares to exchange a similar portion of such shares into the

preferred units in Unsub Topco.

CSC Holdings currently has $21.8 billion in outstanding

funded debt, including approximately $5.0 billion in outstanding loans and $16.8 billion in outstanding notes (each as of March 31, 2026)

(the “CSC Holdings Debt”). Of this total, approximately $6.2 billion matures in 2027, including $4.1 billion

in April 2027 (each as of the same date).

In June 2024, a group of investors that claim

to hold approximately 99% of the CSC Holdings Debt entered into a Cooperation Agreement (the “Co-Op Agreement”

and the parties thereto, the “Co-Op Group”), which prevents individual members of the Co-Op Group, or subsets

thereof, from entering into facility-specific or one-off restructuring or financing transactions with CSC Holdings. The Co-Op Agreement

thus severely limits traditional restructuring alternatives, including with respect to the debt that matures in 2027. In view of

the foregoing, the Company has carefully considered its alternatives and has determined that the best path is to pursue a consensual comprehensive

restructuring of the CSC Holdings Debt through a negotiation with the Co-Op Group.

The Company believes that the measures announced

today will increase the likelihood that the Company will be able to reach a consensual comprehensive deal with the Co-Op Group and will

also mitigate the potential adverse impact that failing to achieve such a resolution could otherwise have on the Company’s assets

and business operations and the value recoverable by its creditors and stockholders.

In that regard, the Company determined that the

first step would be to enhance the operational and financial independence of the Optimum East Cable business (i.e., its internet, voice

and video operations business in New York, Connecticut, New Jersey and Pennsylvania), which was already part of the “unrestricted”

group under the CSC Holdings Debt documents prior to the Transactions. In pursuit of this objective, the Company designated Unsub

Topco as the unrestricted subsidiary to hold, directly and indirectly, the Company’s equity interests in the unrestricted subsidiaries

that comprise the Optimum East Cable business. Unsub Topco now also holds the Company’s 50.01% stake in Lightpath.

In addition to consolidating CSC Holdings’

unrestricted equity interests in the Optimum East Cable and Lightpath businesses under Unsub Topco and its subsidiaries (the “Unsub

Topco Group”), the Company also caused certain corporate functions, contracts, assets having de minimis value and employees

that complement and support the Optimum East Cable business to be migrated into or assumed by the Unsub Topco Group. The Company has also

amended and restated the existing shared services agreement to maintain the Company’s ordinary-course business operations without

disruption. The resulting new structure, which was implemented in compliance with the terms of the CSC Holding Debt documents,

is intended to maximize value by facilitating the Company’s ability to raise capital supported by the value of the Unsub Topco Group.

The structure has the added benefit of insulating the Optimum East Cable business from any potential consequences of a future default

under the CSC Holdings Debt documents or the failure to reach a consensual comprehensive resolution with the Co-Op Group, including reducing

the possibility that the Unsub Topco Group would file for relief under chapter 11 if the Company determines that it would be prudent for

CSC Holdings to do so.

On a parallel path with the internal reorganization,

the Company developed a balanced plan to protect Optimum stockholder value and increase flexibility for CSC Holdings by having Unsub Topco

(1) acquire Optimum common stock previously held by Next Alt and certain of Optimum’s directors and executive management at fair

value in exchange for Unsub Topco preferred units; and (2) launch a tender offer to purchase a proportionate amount of Optimum Class A

common stock from its unaffiliated stockholders for an equivalent cash price (the “Cash Tender”). Based on its

consideration of a variety of factors, it was determined that Unsub Topco would issue up to approximately $512 million of preferred limited

liability company units, approximately $300 million of which would be raised through the private placement of preferred units to third-party

institutional investors, the proceeds of which would be used to fund the Cash Tender to unaffiliated Optimum stockholders to tender up

to $300 million of their Optimum Class A common stock to Unsub Topco. The remaining $200 million would be in the form of preferred units

being issued to Next Partner, L.P. (“Next Partner”), an affiliate of Next Alt, in exchange for a ratable portion

of Next Alt’s Optimum Class A and Class B common stock and approximately $12 million to certain directors and members of executive

management in exchange for a pro rata portion of their Optimum common stock.

To establish market terms for the Unsub Topco

preferred units, Unsub Topco, acting under the supervision of a special committee of independent managers (the “Unsub Special

Committee”), engaged in a rigorous marketing process to raise $300 million of preferred units in a private placement to

institutional investors. The resulting terms, which were ultimately negotiated with and agreed to by leading third-party institutional

investors are described in detail in the Company’s Current Report on Form 8-K filed concurrently with the issuance of this press

release.

The per-share price for the Next Alt exchange

and the public stockholder Cash Tender was determined after consideration of a variety of factors. A significant factor was the value

that the Company believes could be delivered to holders of CSC Holdings Debt in a consensual restructuring in which those holders receive

equity interests in Optimum — an entity that is neither an obligor nor a guarantor of their debt — rather than equity in,

or assets of, CSC Holdings and/or its subsidiaries. Structuring flexibility for CSC Holdings in this manner would mitigate a potential

multi-billion-dollar U.S. federal income tax liability for which Optimum and its subsidiaries would be jointly and severally liable and

which would otherwise substantially diminish the value of creditor recoveries. The Company considered both the magnitude of this potential

tax liability, the potential reduction of such liability achievable through such a consensual transaction, and the impact such a large

value shift has on the likelihood of reaching a consensual resolution. These factors supported a per-share price of $2.50, which is materially

higher than the current market price.

Subject to market and other conditions at the

time, if significantly fewer shares are tendered in the Cash Tender than the maximum amount sought in the Cash Tender, Unsub Topco is

currently planning to conduct a registered public exchange, pursuant to which holders of Optimum Class A common stock would have the opportunity

to exchange their shares for an initial stated value of newly issued preferred units in Unsub Topco on substantially similar economic

terms as those available in the private placement and private exchange, up to an amount equal to $300 million less the aggregate purchase

price for shares purchased in the Cash Tender. Please refer to “Potential Public Exchange” in Item 8.01 of the Company’s

Form 8-K filed concurrently with the issuance of this press release.

The Unsub Special Committee approved entry into

the private placement, private exchange, Cash Tender, and potential public exchange.

The Company welcomes constructive engagement with

all of its stakeholders and remains prepared to pursue discussions with the Co-Op Group regarding consensual deleveraging transactions.

The Company has released certain information used or to be used in connection with such engagement and discussions.

Long-Range Plan

The Company’s Form 8-K filed concurrently

with the issuance of this press release includes materials describing the Company’s long-range plan. The Company is disclosing these

materials in connection with anticipated discussions with the Co-Op Group.

Operational Continuity

These Transactions are financial and structural

in nature and do not impact the continuity of Optimum’s day-to-day operations, employees, management team, or operational leadership.

The Company continues to serve its customers and support its partners across all business segments without interruption. The Company will

continue to be supported by the same senior management team, and the Company’s board composition will remain the same in connection

with the Transactions, although certain limited matters relating to the senior management team’s compensation will be delegated

to the Unsub Special Committee.

U.S. Federal Income Tax Matters

Optimum is a holding company that conducts its

business largely through subsidiaries that are owned directly or indirectly by CSC Holdings, which is the obligor under the CSC Holdings

Debt. Optimum is not a guarantor or otherwise obligated with respect to the CSC Holdings Debt.

As noted above, the Company anticipates entering

into discussions with the holders of the CSC Holdings Debt to explore potential restructuring alternatives. In the event of a CSC

Holdings debt restructuring where the CSC Holdings Debt is forgiven or reduced in exchange for the assets of, or equity in, CSC Holdings

or its subsidiaries, a separation (sometimes referred to as a “deconsolidation”) of CSC Holdings and its subsidiaries from

Optimum would occur for U.S. federal income tax purposes. The Company currently estimates that the resulting tax liability, for

which Optimum, CSC Holdings and/or its subsidiaries would be jointly and severally liable, would exceed $4 billion. The likelihood that

this potential tax liability will be crystallized in a restructuring transaction may be materially reduced if the holders of CSC Holdings

Debt and the Company can agree to restructure the debt of CSC Holdings on a consensual basis that does not result in a deconsolidation

event.

Additional detailed information regarding this

announcement can be found in the Form 8-K filed contemporaneously with this press release.

Advisors

Evercore and Altman Solon LP served as the Company’s

placement agent in connection with the issuance of the preferred units and as industry consultant, respectively, and White & Case

LLP and Quinn Emanuel Urquhart & Sullivan, LLP served as legal counsel to the Company in connection with the Transactions.

About Optimum Communications, Inc.

Optimum Communications, Inc. (NYSE: OPTU) is one

of the largest broadband communications providers in the United States, delivering high-speed internet, video, mobile, and voice services

to approximately 4.3 million residential and business customers across 21 states. As a brand built for the future, Optimum is committed

to reimagining connectivity and delivering exceptional experiences through next-generation technology and customer-first innovation. The

Company also operates Optimum Media, an advanced advertising and data solutions business that enables local, regional, and national brands

to reach audiences across screens with precision and scale. Additionally, News 12 — its award-winning hyperlocal news network —

provides trusted, community-focused journalism across the tri-state area and beyond.

Forward-Looking Statements

Certain statements in this press release constitute

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements

include, but are not limited to, all statements other than statements of historical facts contained in this release, such as those regarding

our intentions, beliefs or current expectations concerning, among other things: our future financial condition and performance, our strategy

to drive long-term growth, our business plans, market conditions, our ability to incur additional indebtedness, our intention to conduct

the Public Exchange Offer and potential strategic opportunities. These forward-looking statements can be identified by the use of forward-looking

terminology, including, without limitation, the terms “may,” “intend,” “expect,” “believe,”

“anticipate,” “plan,” “seek,” “estimate,” “project,” “target,”

“will,” “would,” “could,” “should” and other variations or comparable terminology. There

can be no assurance that any forward-looking statement will result or be achieved or accomplished. To the extent that statements in this

release are not recitations of historical fact, such statements constitute forward-looking statements, which, by definition, involve risks

and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including risks

referred to in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the fiscal year ended

December 31, 2025 and subsequent Quarterly Reports on Form 10-Q. You are cautioned not to place undue reliance on our forward-looking

statements. Any forward-looking statement speaks only as of the date on which it was made. Optimum specifically disclaims any obligation

to publicly update or revise any forward-looking statement as of any future date.

Securities Law Matters

This press release is not a recommendation to

buy or sell any of the Company’s securities and shall not constitute an offer to purchase or the solicitation of an offer to sell

any securities of the Company. The tender offer is being made exclusively pursuant to the Offer to Purchase described in the Form 8-K

filed concurrently with this press release, the related letter of transmittal and other related materials filed as part of a Schedule

TO filed by the Company with Securities and Exchange Commission. The offer materials are being sent to holders of Optimum Class A shares.

Holders may also obtain free copies of the offer materials online at the website of the SEC at www.sec.gov as exhibits to the Tender Offer

Statement on Schedule TO filed by the Company today with the SEC or from the Company’s information agent in connection with the

offer.

EX-99.2 — PRESENTATION OF OPTIMUM

EX-99.2

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Exhibit 99.2

Supplemental Financial Disclosure June 1, 2026

2 FORWARD - LOOKING STATEMENTS This long - range plan contains forward - looking statements. Forward - looking statements relate to future events and anticipated res ults of operations, business strategies, and other aspects of our operations or operating results. In many cases you can identify forward - looking statements by terminology such as “anticipate,” “intend,” “project,” “estimate,” “continue,” “potential,” “should,” “could,” “may,” “will,” “objective,” “guidance,” “outlook,” “effort,” “expect,” “believe,” “predict,” “budget,” “projection,” “goal,” “pl an,” “forecast,” “target” or similar words or figures for years followed by the letter “E” . All references to financial, operating, and other business information in future periods that do not otherwise include such termi nol ogy but otherwise clearly indicate a future period after the year 2025 are considered forward looking statements. Statements may be forward looking even in the absence of these particular words. Where , i n any forward - looking statement, Optimum Communications expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed t o h ave a reasonable basis. However, there can be no assurance that such expectation or belief will result or be achieved. The actual results of operations can and will be affected by a variety of r isk s and other matters. Other factors that could cause actual results to differ materially from those described in the forward - looking statements include other economic, business, competitive and/or regulator y factors affecting our business generally as set forth in our filings with the Securities and Exchange Commission. Unless legally required, Optimum Communications undertakes no obligation to update pu bli cly any forward - looking statements, whether as a result of new information, future events or otherwise. NON - GAAP FINANCIAL MEASURES We define Adjusted EBITDA, which is a non - GAAP financial measure, as net income (loss) excluding income taxes, non - operating inc ome or expenses, gain (loss) on extinguishment of debt and write - off of deferred financing costs, gain (loss) on interest rate swap contracts, gain (loss) on derivative contracts, gain (loss) on in vestments and sale of affiliate interests, interest expense, net, depreciation and amortization, share - based compensation, restructuring, impairments and other operating items (such as significant legal settleme nts and contractual payments for terminated employees). We define Adjusted EBITDA margin as Adjusted EBITDA divided by total revenue. Adjusted EBITDA eliminates the significant non - cash deprecia tion and amortization expense that results from the capital - intensive nature of our business and from intangible assets recognized from acquisitions, as well as certain non - cash and other operating items that affect the period - to - period comparability of our operating performance. In addition, Adjusted EBITDA is unaffected by our capital and tax structures and by our investment activities. W e b elieve Adjusted EBITDA is an appropriate measure for evaluating our operating performance. Adjusted EBITDA and similar measures with similar titles are common performance measures used by inves tor s, analysts and peers to compare performance in our industry. Internally, we use revenue and Adjusted EBITDA measures as important indicators of our business performance and evaluate mana gem ent’s effectiveness with specific reference to these indicators. We believe Adjusted EBITDA provides management and investors a useful measure for period - to - period comparisons of our core business and operating results by excluding items that are not comparable across reporting periods or that do not otherwise relate to our ongoing operating results. Adjusted EBITDA should be viewed a s a supplement to and not a substitute for operating income (loss), net income (loss), and other measures of performance presented in accordance with U.S. generally accepted accounting principles ( "GA AP"). Since Adjusted EBITDA is not a measure of performance calculated in accordance with GAAP, this measure may not be comparable to similar measures with similar titles used by other com panies. For a reconciliation of Adjusted EBITDA to net income (loss), see Optimum Communications earnings releases posted to the Optimum Communications website for the respective periods. In cert ain periods Adjusted EBITDA is provided on a forward - looking basis. The Company has not included a reconciliation of projected Adjusted EBITDA to net income (loss), which is the most directly c omp arable GAAP measure, in reliance on the unreasonable efforts exception provided under Item 10(e)(1)( i )(B) of Regulation S - K. The Company’s projected Adjusted EBITDA excludes certain items that are inherently uncertain and difficu lt to predict and may significantly impact the projection of net income (loss). Optimum cannot provide a reconciliation to net income (loss) on a forward - looking basis. NOTES + All figures shown are exclusive of CSC Lightpath Holdings LLC (“ Lightpath ”) unless noted. + Figures are rounded independently and may not sum to totals shown. Differences are attributable to rounding only. + East comprises New York, New Jersey, Connecticut, and Pennsylvania . + West comprises Arizona, Arkansas, California, Idaho, Kansas, Kentucky, Louisiana, Mississippi, Missouri, Nevada, New Mexico, Nor th Carolina, Ohio, Oklahoma, Texas, Virginia, and West Virginia.

3 Optimum Transformation Facing increased competition and an evolving macroeconomic environment, the Optimum Team has stabilized the business, positioning it for growth 1. RESET Comprehensive reset and transformation since 2023 Rebuilt leadership and culture Improved cost controls; implemented financial discipline Strengthened network; established new go - to - market and operational strategy 2. PROGRESS Operational momentum; stronger, more resilient today Investment in convergence strategy; Mobile lines nearly tripled since end of 2022 1 Record margins; stabilizing Adj. EBITDA and ARPU trends Improved capital efficiency 3. GROWTH Disciplined investment in network, CX, offerings, service Multi - gig across nearly entire footprint expected by 2031E Adj. EBITDA 2 YoY growth expected in 2028E, and Revenue YoY growth in 2030E 2031E: ~73% gross margin and ~45% Adj. EBITDA margin Optimum’s clear, growth - oriented strategy and disciplined investments are already improving results. Despite capital constraints , the strategic initiatives underway are expected to stabilize revenue, expand margins, and grow Adj. EBITDA. Notes: 1) From December 2022 to March 2026; 2) Adjusted EBITDA is a non - GAAP financial measure

4 Optimum Overview Stabilization Underway Improving Long - Term Outlook + Significant improvement amidst competitive pressure + Enabled by strategic refresh of senior leadership team + Disciplined investments (e.g., network modernization) + Adj. EBITDA 1 growth & improved operational KPIs in mid - term Attractive Footprint + Attractive footprint with strong presence in top DMAs + Dense Northeast footprint, fast - growing West 10m passings 3m fiberized High Penetration in Competitive Markets + High penetration in mature , high - competition landscape + 52% of customers are long - term with lifetime >5 years 40%+ penetration in mostly 2+ HSD player markets x 20 25 Outlook met or exceeded all KPIs ~45% Adj. EBITDA margin 1 by ‘31E enabled by strategy Clear Strategy to Pursue Growth + Four - pillar growth strategy to Maximize Platform Value : + Multiple initiatives in implementation phase Simpler, Broader Offers Richer Customer Experience Easier Service Delivery Modern Network Platform Notes: 1) All financial figures shown, including Adj. EBITDA margin, are exclusive of Lightpath . Adjusted EBITDA is a non - GAAP financial measure. Optimum cannot provide a reconciliation to net income (loss) on a forward - looking basis

5 Attractive Footprint & Penetration Optimum is a high - speed data provider, with ~42% penetration in an attractive footprint + Dense footprint in attractive markets across 21 states, including: Optimum Footprint Summary 1 HFC and Fiber as of December 2025 Optimum Footprint US Overall + 10.0m high - speed passings + 3.1m fiber passings; among top 5 largest U.S. FTTH platforms + ~42% broadband penetration + Attractive footprint demographics 4 : high incomes, above - average household growth $98k $92k 2.1% 1.0% 26% 19% 101 69 Median HH Income Housing Units CAGR ’20 - ’24 MDU % of Housing Units # Business Locations per 1k Housing Units Notes: 1) Footprint based on FCC Broadband Data Collection (BDC) reported HFC and fiber availability as of December 2025; 2) Loc ations served by both HFC and fiber are counted as a single fiber passing; 3) EOY 2025; 4) Demographics based on 2024 ACS data NYC metro area 3 .0m 2.8m 0.1m 4.1m 2.7m 1.5m East - Fiber East - HFC West - Fiber West - HFC Passings 2 Broadband Subs 3 ( % Pen.) 10.0m 4.2m (42%) West East Houston Austin Dallas

6 Broadband Price Pressure Fixed - Mobile Convergence Video Disruption Programming Costs Increase Intensifying Competition Consumers continue to cord - cut/shave , albeit at a moderating pace New competitors focused on broadband only and Everyday Low Pricing have intensified price competition on broadband offers High - speed broadband competition has increased in recent years, driven by ILEC 1 upgrades, overbuilder entry, and advances in wireless technologies (FWA 2 , LEO 3 ) Increasing prevalence of household Fixed - Mobile Convergence may reduce switching in - market Competitive Evolution Market headwinds require a focused response, with risk mitigation plans in place Contractual escalators and renewal - related increases continue to drive higher per - channel programming costs Notes: 1) Incumbent Local Exchange Carrier – typically referring to AT&T, Verizon, etc.; 2) Fixed Wireless Access; 3) Low Earth Orbit – referring to provision of satellite broadband from Low Earth Orbit satellites

7 Stabilization Underway Despite these headwinds, management has stabilized performance and achieved goals Revenue Programming & Direct Costs Other Operating Expenses 1 Adj. EBITDA 2 ~$8.6bn $8.6bn ~$2.6bn $2.6bn ~$2.6bn $2.6bn ~$3.4bn $3.4bn excl. i24 3 Full Year 2025 Outlook 4 Full Year 2025 Achieved 4 Cash Capital Expenditures ~$1.3bn $1.3bn New Total Passings Additions +175k +177k Stabilization efforts continue to progress Broadband ARPU Slight growth +1.6% YoY Financial & operational discipline protecting value Structural margin expansion through programming cost optimization Full Year 2025 Highlights Notes: 1) Other Operating Expenses do not include programming and direct costs, depreciation and amortization, share - based compensation , restructuring, impairments and other operating items; 2) Adjusted EBITDA is a non - GAAP financial measure. For a reconciliation to net income (loss), see th e Q4 and Full Year 2025 Optimum Communications earnings release posted to the Optimum Communications website. Full Year 2025 net income (loss) was ($1,833m); 3 ) The company divested its i24 NEWS business (“i24”) in December of 2025. Excluding i24, Full Year 2025 Adjusted EBITDA would have been $3,390m. On a report ed basis, including i24, Full Year 2025 Adjusted EBITDA was $3,336m; 4) Inclusive of Lightpath

8 Optimum Strategy Management is executing a strategy to maximize platform value ARPU Resilience driven by acceleration of mobile convergence Reduced Churn via convergence, CX enhancements, and ops. improvements Gross Margin Expansion via video repackaging and increased focus on broadband Network Improvement & Win Rate Gains enabled by 96% multi - gig coverage Operating Expense Reduction via increased efficiency and AI - powered tooling Improved Long - Term Cash Flow Generation End - to - end digital customer journeys Richer Customer Experience Converged, customer - value focused offers Simpler, Broader Offers Diagnostics - led care & field efficiency Easier Service Delivery Targeted plant investments Modern Network Platform

9 Network Modernization The plan involves upgrading nearly the entire network to multi - gig by 2031E 69% 2025A 36% 64% 2026E 52% 48% 2027E 68% 32% 2028E 82% 18% 2029E 89% 30% 2030E 96% 4% 2031E Multi - Gig 2 1 Gig or Less 70% 2024A 31% 9.8m 10.0m 10.2m 10.4m 10.5m 10.7m 10.8m 10.9m 11% +11% Optimum Network Passings 1 (m), 2024A - 2031E  Historical Forecast  Notes: 1) Locations served by both HFC and fiber are counted as a single fiber passing; 2) Includes both Fiber and HFC Invest to further modernize our network by increasing multi - gig passings through both fiber edge - outs and HFC upgrades. This yields: + Differentiation in competitive markets + Greater value for our customers + Improved network reliability and performance + Pathway to continued speed improvements

10 Long - Range Plan CSC Holdings, LLC excluding CSC Lightpath Holdings LLC The strategy will deliver margin expansion as revenue, EBITDA stabilize post - 2029E Revenue ($bn) Gross Margin (%) CapEx ($bn) CapEx / Revenue (%) Adj. EBITDA ($bn) Adj. EBITDA Margin (%) $8.5 $8.1 $7.6 $7.2 $7.0 $6.8 $6.9 $6.9 ’24 A ’25 A ’26 E ’27 E ’28 E ’29 E ’30 E ’31 E 67% 68% 70% 71% 72% 72% 72% 73% $3.2 $3.0 $2.9 $2.8 $2.8 $2.8 $2.9 $3.1 ’24 A ’25 A ’26 E ’27 E ’28 E ’29 E ’30 E ’31 E $1.3 $1.1 $1.2 $1.4 $1.4 $1.3 $1.2 $1.1 ’24 A ’25 A ’26 E ’27 E ’28 E ’29 E ’30 E ’31 E 37% 38% 38% 38% 39% 41% 43% 45% 15% 14% 15% 19% 20% 20% 17% 17%  Historical Forecast   Historical Forecast  Revenue ($bn) & Gross Margin (%) Excl. CSC Lightpath Holdings LLC Adj. EBITDA 1 ($bn) Excl. CSC Lightpath Holdings LLC CapEx ($bn) Excl. CSC Lightpath Holdings LLC Notes: 1) Adjusted EBITDA is a non - GAAP financial measure  Historical Forecast 

11 Long - Range Plan CSC Holdings, LLC excluding CSC Lightpath Holdings LLC 2031E 2030E 2029E 2028E 2027E 2026E 2025A 2024A 10.9 10.8 10.7 10.5 10.4 10.2 10.0 9.8 Total Passings (m) 3.8 3.8 3.8 3.8 3.9 4.0 4.2 4.3 Total Broadband Subscribers (m) 1 35% 35% 35% 36% 37% 39% 42% 44% Total Broadband Penetration ($bn) $3.2 $3.1 $3.1 $3.1 $3.2 $3.3 $3.5 $3.6 B2C Broadband Revenue 1.6 1.7 1.8 2.0 2.2 2.6 2.8 3.2 B2C Video and Voice Revenue 2.1 2.0 1.9 1.9 1.7 1.8 1.7 1.7 All Other Revenue 2 $6.9 $6.9 $6.8 $7.0 $7.2 $7.6 $8.1 $8.5 Total Revenue 1.9 1.9 1.9 1.9 2.1 2.3 2.6 2.9 Direct Costs $5.0 $5.0 $4.9 $5.0 $5.1 $5.3 $5.5 $5.7 Gross Profit 73% 72% 72% 72% 71% 70% 68% 67% Gross Margin 1.9 2.0 2.1 2.3 2.4 2.4 2.5 2.5 Operating Expenses 3 $3.1 $2.9 $2.8 $2.8 $2.8 $2.9 $3.0 $3.2 Adjusted EBITDA 4 45% 43% 41% 39% 38% 38% 38% 37% Adj. EBITDA Margin $1.1 $1.2 $1.3 $1.4 $1.4 $1.2 $1.1 $1.3 Capital Expenditures Notes: 1) B2C accounts for ~92% of Total subscribers; 2) Includes B2B, News & Advertising, and Mobile; 3) Operating Expenses do not include programming and direct costs, depreciation and amortization, share - based compensation, restructuring, impairments and other operating items ; 4) Adjusted EBITDA is a non - GAAP financial measure

12 Long - Range Plan East Operating Group 1 2031E 2030E 2029E 2028E 2027E 2026E 2025A 2024A 6.2 6.1 6.1 6.0 5.9 5.9 5.8 5.7 Total Passings (m) 2.6 2.5 2.5 2.5 2.5 2.6 2.7 2.8 Total Broadband Subscribers (m) 2 41% 42% 42% 42% 43% 44% 46% 49% Total Broadband Penetration ($bn) $2.2 $2.1 $2.1 $2.1 $2.1 $2.1 $2.3 $2.3 B2C Broadband Revenue 1.3 1.4 1.5 1.6 1.8 2.1 2.2 2.4 B2C Video and Voice Revenue 0.6 0.6 0.6 0.6 0.6 0.6 0.6 0.6 All Other Revenue 3 $4.1 $4.1 $4.2 $4.3 $4.5 $4.8 $5.1 $5.4 Total Revenue 1.0 1.0 1.1 1.2 1.3 1.5 1.7 1.9 Direct Costs $3.1 $3.1 $3.1 $3.1 $3.2 $3.3 $3.4 $3.5 Gross Profit 76% 75% 73% 72% 70% 69% 67% 64% Gross Margin 1.1 1.2 1.2 1.3 1.4 1.4 1.4 1.3 Operating Expenses 4 $2.0 $1.9 $1.8 $1.8 $1.8 $1.9 $2.0 $2.1 Adjusted EBITDA 5 49% 46% 44% 41% 40% 40% 40% 39% Adj. EBITDA Margin $0.6 $0.6 $0.8 $0.8 $0.8 $0.7 $0.5 $0.6 Capital Expenditures Notes: 1) East Operating Group consists of broadband, video, & voice operations in East; 2) B2C accounts for ~92% of East sub scr ibers; 3) Excludes News & Advertising and Mobile; 4) Operating Expenses do not include programming and direct costs, depreciation and amortization, share - based compensation, restruc turing, impairments and other operating items; 5) Adjusted EBITDA is a non - GAAP financial measure

13 Long - Range Plan CSC Holdings Restricted Subsidiaries 1 2031E 2030E 2029E 2028E 2027E 2026E 2025A 2024A 4.7 4.7 4.6 4.5 4.4 4.3 4.2 4.1 Total Passings (m) 1.2 1.2 1.2 1.3 1.3 1.4 1.5 1.6 Total Broadband Subscribers (m) 2 26% 26% 27% 28% 30% 33% 35% 38% Total Broadband Penetration ($bn) $1.0 $1.0 $1.0 $1.0 $1.1 $1.1 $1.3 $1.3 B2C Broadband Revenue 0.3 0.3 0.3 0.4 0.5 0.5 0.6 0.8 B2C Video and Voice Revenue 1.5 1.5 1.4 1.3 1.1 1.2 1.1 1.1 All Other Revenue 3 $2.8 $2.7 $2.7 $2.7 $2.7 $2.8 $3.0 $3.1 Total Revenue 0.9 0.8 0.8 0.7 0.7 0.8 0.9 0.9 Direct Costs $1.9 $1.9 $1.9 $1.9 $2.0 $2.0 $2.1 $2.2 Gross Profit 68% 69% 70% 72% 73% 71% 70% 70% Gross Margin 0.8 0.9 0.9 0.9 1.0 1.1 1.1 1.2 Operating Expenses 4 $1.1 $1.0 $1.0 $1.0 $1.0 $1.0 $1.0 $1.1 Adjusted EBITDA 5 39% 38% 37% 37% 36% 34% 33% 34% Adj. EBITDA Margin $0.6 $0.6 $0.6 $0.6 $0.6 $0.5 $0.6 $0.6 Capital Expenditures Notes: 1) CSC Holdings Restricted Subsidiaries consists of broadband, video, & voice operations in West, Mobile, and News & A dve rtising, excluding NY Interconnect, LLC; 2) B2C accounts for ~93% of West subscribers; 3) Includes News & Advertising and Mobile; 4) Operating Expenses do not include programming and direct costs, depreciation and amortization, share - based compensation, restructuring, impairments and other operating items; 5) Adjusted EBITD A is a non - GAAP financial measure

14 Simplified Organizational Structure Notes: Debt balances per Optimum Communications, Inc. Form 10 - Q for the quarter ended March 31, 2026. Structure shown for illustrative purposes only and does not represent a complete legal entity structure; unless otherwise indicated, entities shown are wholly - owned subsidiaries; 1) Consis ts of broadband, video, & voice operations in West, Mobile, and News & Advertising; 2) Consists of broadband, video, & voice operations in East Series A Preferred Units (“Preferred Units”) $21.8bn CSC Holdings Funded Debt Optimum Communications, Inc. CSC Holdings, LLC CSC Investments II LLC CSC Lightpath Holdings LLC CSC Cablevision Holdings LLC 50.01% $3.1bn UnSub Group Credit Facility CSC Holdings Restricted Subsidiaries 1 Lightpath UnSub Group $1.7bn Lightpath Secured Fiber Network Revenue Notes East Operating Group 2 CSC Investments LLC

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EX-99.3 — PRESS RELEASE OF OPTIMUM, DATED JUNE 1, 2026, RELATING TO TENDER OFFER

EX-99.3

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Exhibit 99.3

Optimum Subsidiary Announces Launch of Tender

Offer for Shares of Optimum’s Class A Common Stock

For up to 120,000,000 shares of Class A Common

Stock of Optimum Communications, Inc.

At a Purchase Price of $2.50 Per Share

NEW YORK (June 1, 2026) – CSC Investments

II LLC, a Delaware limited liability company (“CSC Investments II”) and a wholly owned subsidiary of Optimum Communications,

Inc. (NYSE: OPTU) (“Optimum”), today announced it has launched a tender offer to purchase up to 120,000,000 shares of Optimum’s

Class A Common Stock, par value $0.01 per share (the “Class A Common Stock”). The consideration for each share of Class A

Common Stock tendered and accepted for purchase pursuant to the tender offer will equal $2.50 (the “Purchase Price”), payable

in cash, less any applicable withholding taxes and without interest. The Purchase Price does not, and will not, include any amount with

respect to dividends. On May 29, 2026, the last full trading day prior to the announcement of the tender offer, the reported closing price

of Optimum’s Class A Common Stock on the New York Stock Exchange was $0.658 per share.

CSC Investments II currently expects to fund the

tender offer with proceeds from a private placement transaction (as further described in a Form 8-K filed by Optimum on June 1, 2026)

(the “Private Placement Transaction”) and cash on hand.

Assuming that the tender offer is fully subscribed,

the number of shares of Class A Common Stock that will be purchased is 120,000,000, which represents approximately 42.5% of the issued

and outstanding shares of Class A Common Stock as of May 27, 2026 (or approximately 30.6% of the total issued and outstanding common stock

including both Class A Common Stock and Optimum’s Class B common stock) after giving effect to the Private Exchange Transaction

(as further described in a Form 8-K filed by Optimum on June 1, 2026).

The tender offer commenced on the date hereof

and will expire at 5:00 p.m., New York City Time, on June 30, 2026 (the “Expiration Time”), unless the offer is extended or

earlier terminated. The tender offer is not conditioned upon any minimum number of shares being tendered, nor subject to any financing

condition. The tender offer is, however, subject to a number of other terms and conditions, as further described in the Offer to Purchase.

Shares of Class A Common Stock tendered pursuant to the Offer to Purchase may be validly withdrawn at any time prior to the Expiration

Time by following the procedures described in the Offer to Purchase.

If more than 120,000,000 shares of Class A Common

Stock (representing an aggregate purchase price of $300 million) are tendered, the tendered shares will be purchased first, from holders

of “odd lots” of less than 100 shares, second, from all other stockholders on a pro rata basis, and third, from stockholders

whose shares were conditionally validly tendered for which the condition was not initially satisfied, to the extent feasible, by random

lot (to be eligible for purchase by random lot, stockholders whose shares are conditionally tendered must have tendered all of their shares).

Additionally, if shares of Class A Common Stock having an aggregate purchase amount of more than $300 million are tendered in the tender

offer, CSC Investments II may accept for purchase up to an additional 2% of Optimum’s outstanding shares of Class A Common Stock

without extending the Expiration Time.

Neither CSC Investments II, Optimum, the Board

of Managers of CSC Investments II, the Board of Directors of Optimum, the depositary nor the information agent for the tender offer has

made any recommendation to any stockholder as to whether to tender or refrain from tendering any shares of Class A Common Stock. Neither

CSC Investments II nor Optimum has authorized any person to make any such recommendation. Stockholders must decide whether to tender their

shares of Class A Common Stock and, if so, how many shares to tender. In doing so, stockholders should carefully evaluate all of the information

in the tender offer documents before making any decision with respect to the tender offer, and should consult their own broker or other

financial and tax advisors.

Optimum’s directors and executive officers

have advised CSC Investments II that they will not participate in the tender offer. Next Alt S.à.r.l. (“Next Alt”),

a personal holding company of Patrick Drahi, who is its controlling stockholder, has informed CSC Investments II that it will not participate

in the tender offer.

CSC Investments II will pay the Purchase Price

for shares it purchases promptly after the expiration of the tender offer and the acceptance of such shares for payment. CSC Investments

II expects that it may take until at least three business days after the expiration of the tender offer to calculate the final proration

factor, if any, and begin paying for tendered shares.

The Offer to Purchase will be mailed to record

holders of the Class A Common Stock and will be furnished to brokers, dealers, commercial banks, trust companies or other nominee stockholders

and similar persons whose names, or the names of whose nominees, appear on Optimum’s stockholder list or, if applicable, who are

listed as participants in a clearing agency’s security position listing for subsequent transmittal to beneficial owners of the Class

A Common Stock. The Offer to Purchase contains important information that stockholders are urged to read before any decision is made with

respect to the tender offer.

D.F. King & Co., Inc. will serve as information

agent for the tender offer and Equiniti Trust Company, LLC will serve as depositary for the tender offer. For more information about the

tender offer, please contact D.F. King & Co., Inc. at (866) 796-1290.

Additional Information Regarding the Tender

Offer

There can be no assurance that CSC Investments

II will complete the equity tender offer on the terms described in this release or at all. This press release is for informational purposes

only. This press release is not a recommendation to buy or sell shares of Class A Common Stock or any other securities, and it is neither

an offer to purchase nor a solicitation of an offer to sell shares of Class A Common Stock or any other securities. A tender offer statement

on Schedule TO-I, including an offer to purchase, a letter of transmittal, and related materials, has been filed with the United States

Securities and Exchange Commission (the “SEC”) by Optimum on the date hereof. The tender offer is being made pursuant to the

offer to purchase, the letter of transmittal, and related materials filed as a part of the Schedule TO-I. Stockholders should read carefully

the offer to purchase, letter of transmittal, and related materials because they contain important information, including the various

terms of, and conditions to, the tender offer. Stockholders are able to obtain a free copy of the tender offer statement on Schedule TO-I,

the offer to purchase, letter of transmittal, and other documents that Optimum has filed with the SEC at the SEC’s website at www.sec.gov,

the investor relations section of Optimum’s website at https://investors.optimum.com, or from the information agent for the tender

offer.

CSC INVESTMENTS II IS NOT MAKING THE TENDER OFFER

TO (NOR WILL IT ACCEPT ANY TENDER OF SHARES FROM OR ON BEHALF OF) HOLDERS OF SHARES IN ANY JURISDICTION IN WHICH THE MAKING OF THE TENDER

OFFER OR THE ACCEPTANCE OF ANY TENDER OF SHARES WOULD NOT BE IN COMPLIANCE WITH THE LAWS OF SUCH JURISDICTION. HOWEVER, CSC INVESTMENTS

II MAY, AT ITS DISCRETION, TAKE SUCH ACTION AS IT MAY DEEM NECESSARY TO MAKE THE TENDER OFFER IN ANY SUCH JURISDICTION AND EXTEND THE

TENDER OFFER TO HOLDERS OF SHARES IN SUCH JURISDICTION. IN ANY JURISDICTION THE SECURITIES OR BLUE SKY LAWS OF WHICH REQUIRE THE TENDER

OFFER TO BE MADE BY A LICENSED BROKER OR DEALER, THE TENDER OFFER SHALL BE DEEMED TO BE MADE ON CSC INVESTMENTS II’S BEHALF BY ONE OR

MORE REGISTERED BROKERS OR DEALERS WHICH ARE LICENSED UNDER THE LAWS OF SUCH JURISDICTION.

Contacts

Investor Relations

John Hsu: +1 917 405 2097 / john.hsu@optimum.com

Sarah Freedman: +1 631 660 8714 / sarah.freedman@optimum.com

Media Relations

Lisa Anselmo: +1 516 279 9461 / lisa.anselmo@optimum.com

Janet Meahan: +1 516 519 2353 / janet.meahan@optimum.com

About Optimum Communications

Optimum Communications, Inc. (NYSE: OPTU) is one

of the largest broadband communications and video services providers in the United States, delivering broadband, video, mobile, proprietary

content and advertising services to approximately 4.3 million residential and business customers across 21 states through its Optimum

brand. We operate Optimum Media, an advanced advertising and data business, which provides audience-based, multiscreen advertising solutions

to local, regional and national businesses and advertising clients. We also operate News 12, which is focused on delivering best-in-class

hyperlocal news content.

Forward-Looking Statements

Certain statements in this press release constitute

forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, statements

regarding the tender offer. These forward-looking statements include, but are not limited to, all statements other than statements of

historical facts contained in this press release, including, without limitation, those regarding our intentions, beliefs or current expectations

concerning, among other things, our ability to complete the tender offer, the number of shares we are able to purchase pursuant to the

tender offer, our future financial condition, liquidity, capital structure and results of operations; our strategy, objectives, prospects

and trends, including driving margin expansion; our 2026 priorities, including, among other things: improving broadband trends (including

simplifying products and pricing and improving convergence and value-added product sell-in), maintaining financial discipline (including

base management, product margin expansion, cost optimization and our AI and automation capabilities) and investing for long-term value

creation (including fiber expansion, network upgrades and investment in technology and tools); our capital structure, including our ability

to address upcoming maturities, refinancing activities, deleveraging initiatives and transformation plans; our subscriber trends (including

broadband, mobile, video and fiber, churn, customer growth, retention, penetration and lifetime value) and competitive dynamics; our go-to-market

strategies and pricing and rate management strategies and the anticipated benefits thereof; network enhancements; future developments

in the markets in which we participate or are seeking to participate; and our ability to execute the tender offer as intended. These forward-looking

statements can be identified by the use of forward-looking terminology, including without limitation the terms “anticipate”,

“believe”, “could”, “estimate”, “expect”, “forecast”, “intend”,

“may”, “opportunity”, “plan”, “project”, “should”, “target”, “outlook”,

or “will” or, in each case, their negative, or other variations or comparable terminology. Where, in any forward-looking statement,

we express an expectation or belief as to future results or events, such expectation or belief is expressed in good faith and believed

to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. To

the extent that statements in this press release are not recitations of historical fact, such statements constitute forward-looking statements,

which, by definition, involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied

by such statements including risks referred to in our SEC filings, including our Annual Report on Form 10-K for the fiscal year ended

December 31, 2025 and subsequent Quarterly Reports on Form 10-Q. You are cautioned to not place undue reliance on Optimum Communications’

forward-looking statements. Any forward-looking statement speaks only as of the date on which it was made. Optimum Communications specifically

disclaims any obligation to publicly update or revise any forward-looking statement, as of any future date.

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