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8-K12B
CCO HOLDINGS LLC filed this Form 8-K12B on 05/24/2016
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10.2. Limitation on Administrative Agent’s Responsibilities with Respect to Holders of Equally and Ratably Secured Notes Obligations.

(a) The obligations of the Administrative Agent to the holders of Equally and Ratably Secured Notes Obligations and the TWC Notes Trustee and TWCE Notes Trustee hereunder shall be limited solely to (i) holding the Collateral for the ratable benefit of the holders of Equally and Ratably Secured Notes Obligations for so long as (A) the Discharge Date has not occurred and any Liens securing the Obligations remain outstanding and (B) any Equally and Ratably Secured Notes Obligations are secured by the Collateral pursuant to this Agreement and (ii) distributing any proceeds received by the Administrative Agent from the sale, collection or realization of the Collateral to the TWC Notes Trustee and TWCE Notes Trustee in accordance with Section 7.3. None of the holders of Equally and Ratably Secured Notes Obligations, the TWC Notes Trustee nor the TWCE Notes Trustee shall be entitled to exercise (or direct the Administrative Agent to exercise) any rights or remedies hereunder with respect to the Equally and Ratably Secured Notes Obligations, including without limitation the right to receive any payments, enforce the Lien on Collateral, request any action, institute proceedings, give any instructions to the Administrative Agent or any other Person, make any election, make collections, sell or otherwise foreclose on any portion of the Collateral or execute any amendment, supplement, or acknowledgment hereof. This Agreement shall not create any liability of the Administrative Agent or the Secured Parties to any holders of Equally and Ratably Secured Notes Obligations or to the TWC Notes Trustee or the TWCE Notes Trustee by reason of actions taken with respect to the creation, perfection or continuation of the Lien on Collateral, actions with respect to the occurrence of an Event of Default (under, and as defined in, the Credit Agreement), actions with respect to the foreclosure upon, sale, release, or depreciation of, or failure to realize upon, any of the Collateral or action with respect to the collection of any claim for all or any part of the Equally and Ratably Secured Notes Obligations, guarantor or any other party or the valuation, use or protection of the Collateral. By acceptance of the benefits under this Agreement and the other Loan Documents, the holders of Equally and Ratably Secured Notes Obligations, the TWC Notes Trustee and the TWCE Notes Trustee will be deemed to have acknowledged and agreed that the provisions of the preceding sentence are intended to induce the Lenders to permit such Persons to be secured parties under this Agreement and are being relied upon by the Lenders as consideration therefor.

(b) Notwithstanding anything to the contrary herein, nothing in this Agreement shall or shall be construed to (i) result in the security interest in the Collateral securing the Equally and Ratably Secured Notes Obligations less than equally and ratably with the Liens securing the Obligations or (ii) modify or affect the rights of the holders of the Equally and Ratably Secured Notes Obligations to receive the pro rata share specified in Section 7.3 of any proceeds of any collection or sale of Collateral.

(c) The parties hereto agree that the Equally and Ratably Secured Notes Obligations and the Secured Obligations are, and will be, equally and ratably secured with each other by the Liens on the Collateral. Any and all rights not herein expressly given to the TWC Notes Trustee or the TWCE Notes Trustee are expressly reserved to the Administrative Agent and the Secured Parties other than the holders of the Equally and Ratably Secured Notes Obligations.

 

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