Exhibit 10.1


 





EXECUTION
VERSION


 







AMENDMENT
NO. 1 TO CREDIT AGREEMENT


 


THIS
AMENDMENT NO. 1 TO CREDIT AGREEMENT dated as of April 27, 2018 (this “Amendment”) is entered into among Comcast
Corporation, a Pennsylvania corporation (“Borrower”), the Lenders party hereto, and JPMorgan
Chase Bank, N.A., as Administrative Agent. All capitalized terms used herein and
not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement (as defined below).


 


RECITALS


 


WHEREAS,
Borrower, the Lenders and the Administrative Agent entered into that certain Credit Agreement dated as of May 26, 2016 (as amended,
restated, amended and restated, supplemented or otherwise modified from time to time prior to the Amendment No. 1 Effective Date,
the “Existing Credit Agreement”; the Existing Credit Agreement, as amended pursuant to this Amendment, the
“Credit Agreement”); and


 


WHEREAS,
Borrower has requested that the Lenders and Administrative Agent amend the Existing Credit Agreement as set forth below;


 


NOW,
THEREFORE, in consideration of the premises and the mutual covenants contained herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.                  
Amendment. Each of the parties hereto agrees that, effective on the Amendment No. 1 Effective Date (as defined below),
the Existing Credit Agreement (including the exhibits and schedules thereto) shall be amended to delete the stricken text (indicated
textually in the same manner as the following example: stricken text) and to
add the double-underlined text (indicated textually in the same manner as the following example: double-underlined
text) as set forth in the pages of the Credit Agreement (and related exhibits and schedules) attached as Exhibit
A hereto.


 


2.                  
Conditions Precedent. This Amendment shall be effective upon satisfaction of the following conditions precedent
(the date such conditions precedent are satisfied, the “Amendment No. 1 Effective Date”):


 


(a)               
Receipt by Administrative Agent of each of the following, each of which shall be originals, facsimiles or pdf copies unless
otherwise specified, each dated on, or in the case of third party certificates, recently before, the Amendment No. 1 Effective
Date:


 


		(i)	Executed
                                         counterparts of this Amendment, executed and delivered by Borrower, Administrative Agent
                                         and the Required Lenders and acknowledged by each Guarantor (provided that the
                                         requirements of this clause (i) may be satisfied by customary written evidence reasonably
                                         satisfactory to Administrative Agent (which may include electronic transmission of a
                                         signed signature page) that such party has signed a counterpart to this Amendment);



 


		(ii)	A
                                         certificate of Borrower, dated on or about the Amendment No. 1 Effective Date and executed
                                         by a secretary, assistant secretary or Responsible Officer thereof, which shall (A) certify
                                         that attached thereto are (x) a true and complete copy of the certificate or articles
                                         of incorporation, formation or



 




    


    


    

organization
of Borrower certified by the relevant authority of its jurisdiction of organization, which certificate or articles of incorporation,
formation or organization of Borrower attached thereto have not been amended (except as attached thereto) since the date reflected
thereon, (y) a true and correct copy of the by-laws or operating, management, partnership or similar agreement of Borrower, together
with all amendments thereto as of the Amendment No. 1 Effective Date and such by-laws or operating, management, partnership or
similar agreement are in full force and effect and (z) a true and complete copy of the resolutions or written consent, as applicable,
of its board of directors, board of managers, sole member or other applicable governing body authorizing the execution, delivery
and performance of this Amendment, which resolutions or consent have not been modified, rescinded or amended (other than as attached
thereto) and are in full force and effect (which resolutions may be an extract of additional resolutions adopted concurrently
therewith), and (B) identify by name and title and bear the signatures of the officers, managers, directors or authorized signatories
of Borrower authorized to sign this Amendment; and


 


		(iii)	A
                                         certificate signed by a Responsible Officer of Borrower certifying that (A) the
                                         representations and warranties made by Borrower in the Credit Agreement, or which are
                                         contained in any certificate, document or financial or other statement furnished at any
                                         time under or in connection therewith, shall be correct in all material respects on and
                                         as of the Amendment No. 1 Effective Date, (B) no Default or Event of Default shall have
                                         occurred and be continuing and (C) that there has been no event or circumstance since
                                         the date of the Reference Statements which has a Material Adverse Effect.



 


Without
limiting the generality of the provisions of Section 10.01 of the Credit Agreement, for purposes of determining compliance with
the conditions specified in this Section 2, each Lender that has signed or otherwise become a Lender under this Amendment
shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder
to be consented to or approved by or acceptable or satisfactory to a Lender unless Administrative Agent shall have received notice
from such Lender prior to the proposed Amendment No. 1 Effective Date specifying its objection thereto. Administrative Agent (or
its counsel) shall promptly notify the Lenders and Borrower in writing of the occurrence of the Amendment No. 1 Effective Date,
which shall be conclusive evidence of the occurrence thereof (it being understood that any failure to so notify shall not preclude
the occurrence of the Amendment No. 1 Effective Date if all conditions to the occurrence thereof have been met). Notwithstanding
anything to the contrary in this Amendment, this Section 2 and the conditions set out in this Section 2 shall cease to apply and
be of no further effect on and from the Amendment No. 1 Effective Date.


 


		3.	Miscellaneous.



 


(a)               
The Existing Credit Agreement (as amended hereby), and the obligations of the Loan Parties thereunder and under the other
Loan Documents, are hereby ratified and confirmed and shall remain in full force and effect according to their terms. Except as
expressly set forth herein, this Amendment shall not be deemed to be an amendment or modification of any other provisions of the
Existing Credit Agreement or any other Loan Document or any right, power or remedy of the Lenders, nor constitute a waiver of
any


 




    2


    


    

provision
of the Existing Credit Agreement, any other Loan Document, or any other document, instrument and/or agreement executed or delivered
in connection therewith or of any Default or Event of Default under any of the foregoing, in each case, whether arising before
or after the date hereof or as a result of performance hereunder or thereunder.


 


(b)           Each
Guarantor (a) acknowledges and consents to all of the terms and conditions of this Amendment, (b) affirms all of its obligations
under the Loan Documents and (c) agrees that this Amendment and all documents executed in connection herewith do not operate to
reduce or discharge its obligations under the Credit Agreement or the Loan Documents.


 


		(c)	Each Loan Party hereby represents
                                         and warrants as follows:



 


(i)                
Each Loan Party has taken all necessary corporate or limited liability company action to authorize the execution, delivery
and performance of this Amendment.


 


(ii)              
This Amendment has been duly executed and delivered by each of the Loan Parties and constitutes each of the Loan Parties’
legal, valid and binding obligations, enforceable in accordance with its terms, except as such enforceability may be limited by
Debtor Relief Laws and general principles of equity (regardless of whether such enforceability is considered in a proceeding in
equity or at law).


 


(iii)            
No consent, approval, authorization or order of, or filing, registration or qualification with, any Governmental Authority
is required in connection with the execution, delivery or performance by any Loan Party of this Amendment other than those that
have already been obtained and are in full force and effect or the failure of which to have obtained would not reasonably be expected
to have a Material Adverse Effect.


 


(d)           This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be an
original, but all of which shall constitute one and the same instrument. Delivery of an executed counterpart of this Amendment
by telecopy shall be effective as an original and shall constitute a representation that an executed original shall be delivered.


 


(e)           THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER AND ANY CLAIMS,
CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS
AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


[remainder
of page intentionally left blank]


 




    3


    


    

Each
of the parties hereto has caused a counterpart of this Amendment to be duly executed and delivered as of the date first above
written.


 


 





	 	COMCAST CORPORATION
	 	 
	 	 	 
	 	By:	/s/ William
    E. Dordelman
	 	Name:	William
    E. Dordelman
	 	Title:	Senior Vice President and Treasurer



 


 





 





 





 





 




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 


 





	 	BANK OF AMERICA, N.A.,
	 	as a Lender
	 	 
	 	 	 
	 	By:   	/s/ Brandon Bolio
	 		Name:   Brandon Bolio
	 		Title:     Director


 


 



 





 




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 





	 	WELLS FARGO BANK,
NATIONAL ASSOCIATION,
	 	as a Lender
	 	 
	 	 	 
	 	By:   	/s/ Nicholas Grocholski
	 		Name:   Nicholas Grocholski
	 		Title:     Director


 


 


 


 


 




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 




 


 





	 	

CREDIT
SUISSE AG, CAYMAN ISLANDS

BRANCH,
as a Lender 





	 	
	 	 
	 	 	 
	 	By:  	/s/William O’Daly







	 		Name:   William O’Daly



	 		Title:     Authorized Signatory





 





	 	 
	 	 	 
	 	By:  	/s/ Brady Bingham
	 		Name:   Brady Bingham
	 		Title:     Authorized Signatory





 




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    


 





	 	MIZUHO
BANK, LTD., as a Lender
	 	
	 	 
	 	 	 
	 	By:  	/s/ Raymond Ventura
	 		Name:    Raymond Ventura    
	 		Title:      Managing Director


 







 




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    


 





	 	MUFG BANK, LTD. (formerly known as

                    THE BANK OF TOKYO-MITSUBISHI UFJ, LTD.),

                    as a Lender

	 	
	 	 
	 	 	 
	 	By:  	/s/
Matthew Hillman
	 		Name:    Matthew Hillman     
	 		Title:      Vice President


 







 




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 









	 	Sumitomo
Mitsui Banking Corporation,





as
a Lender


	 	
	 	 
	 	 	 
	 	By:  	/s/ James D. Weinstein
	 		Name:    James D. Weinstein
	 		Title:      Managing Director





  




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 


 





	 	BNP
PARIBAS,





as
a Lender


	 	
	 	 
	 	 	 
	 	By:  	/s/ Christopher Sked
	 		Name:    Christopher Sked    
	 		Title:      Managing Director


 








	 	 
	 	 	 
	 	By:  	/s/
Karim Remtoula
	 		Name:   Karim Remtoula
	 		Title:     Vice President











 
  




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 



 





	 	ROYAL
BANK OF CANADA,





as
a Lender


	 	
	 	 
	 	 	 
	 	By:  	/s/ Allan Kortan
	 		Name:    Allan Kortan    
	 		Title:      Authorized Signatory








  




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 



 





	 	THE
TORONTO-DOMINION BANK,


NEW YORK BRANCH,





as
a Lender


	 	
	 	 
	 	 	 
	 	By:  	/s/ Savo Bozic
	 		Name:    Savo Bozic
	 		Title:      Authorized Signatory











  




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 



 





	 	COMMERZBANK
AG, NEW YORK BRANCH,


as a Lender


	 	
	 	 
	 	 	 
	 	By:  	/s/ Paolo de Alessandrini
	 		Name:    Paolo de Alessandrini      
	 		Title:      Managing Director


 


	 	 
	 	 	 
	 	By:  	/s/ Mathew Ward
	 		Name:    Mathew Ward 
	 		Title:      Director









 




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 


 





	 	DNB
CAPITAL LLC, as a Lender
	 	
	 	 
	 	 	 
	 	By:  	/s/ Philip F. Kurpiewski
	 		Name:    Philip F. Kurpiewski    
	 		Title:      Senior Vice President





 





	 	 
	 	 	 
	 	By:  	/s/ Kristi Birkeland Sorensen
	 		Name:    Kristi Birkeland Sorensen      
	 		Title:      Senior Vice President











 




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 



 





	 	SOCIETE
GENERALE,





as
a Lender


	 	
	 	 
	 	 	 
	 	By:  	/s/ Shelley Yu
	 		Name:    Shelley Yu   
	 		Title:      Director







 




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 


 





	 	PNC
BANK, NATIONAL ASSOCIATION,


as a Lender


	 	
	 	 
	 	 	 
	 	By:  	/s/ John M. DiNapoli
	 		Name:    John M. DiNapoli
	 		Title:      Senior Vice President


 








 




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 



 





	 	U.S.
BANK NATIONAL ASSOCIATION,





as
a Lender


	 	
	 	 
	 	 	 
	 	By:  	/s/ Garret Komjathy
	 		Name:    Garret Komjathy
	 		Title:      Senior Vice President









 



 




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 






 





	 	


ACKNOWLEDGED
AND AGREED: 

 




JPMorgan
Chase Bank, N.A., 

as Administrative Agent








 
	 	
	 	 
	 	 	 
	 	By:  	/s/ Nicolas Gitron-Beer



	 		Name:    Nicolas Gitron-Beer


	 		Title:      Executive Director









 



 




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 




 


	 	ACKNOWLEDGED AND CONSENTED
TO:
	 	 
	 	 
	 	
	 	Comcast
Cable Communications, LLC
	 	 
	 	 	 
	 	By:	/s/ William E. Dordelman
	 		Name:    William E. Dordelman
	 		Title:       Senior Vice President
	 	 	 
	 	 	 





 


 


 




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 




 


	 	ACKNOWLEDGED AND CONSENTED
TO:
	 	 
	 	 
	 	 
	 	NBCUniversal
Media, LLC
	 	
	 	 	 
	 	By:	/s/ William E. Dordelman
	 		Name:    William E. Dordelman
	 		Title:       Senior Vice President





 


 


 




    [Signature Page to Amendment No. 1 to Credit Agreement]


    


    

 





 


Exhibit
A


 


[see
attached]


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    


    


    

 





EXECUTION
VERSION

as amended pursuant to 


Amendment
No. 1 to Credit Agreement dated as of April 27, 2018


 







 


 


 


 





_____________________________________________________________________________________


 


CREDIT AGREEMENT


 


among


 


COMCAST CORPORATION


 


The Financiasl
Institutions Party Hereto


 


JPMorgan
Chase Bank, N.A.,

as Administrative Agent


 


CITIBANK,
N.A.,


 


as Syndication
Agent


 


and


 


MORGAN STANLEY
MUFG LOAN PARTNERS, LLC,





WELLS FARGO
BANK, NATIONAL ASSOCIATION and





MIZUHO BANK,
LTD.,

as Co-Documentation Agents


 


 


 





Dated as
of May 26, 2016


 


_____________________________________________________________________________________


 


JPMorgan
Chase Bank, N.A.,

CITIGROUP GLOBAL MARKETS INC.,





MORGAN STANLEY
MUFG LOAN PARTNERS, LLC,





WELLS FARGO
SECURITIES, LLC and





MIZUHO BANK,
LTD.,

as Joint Lead Arrangers and Joint Bookrunners


 




     


     


    

TABLE
OF CONTENTS


 


Page





	SECTION 1 DEFINITIONS AND ACCOUNTING TERMS	1
	1.01	Defined Terms	1
	1.02	Use of Certain Terms.	2229
	1.03	Accounting Terms	2329
	1.04	Rounding	2330
	1.05	Exhibits and Schedules	2430
	1.06	References to Agreements and Laws	2430
	1.07	Pro Forma Calculations	2430
	SECTION 2 THE REVOLVING COMMITMENTS AND EXTENSIONS
    OF CREDIT	2431
	2.01	Amount and Terms of Revolving Commitments	2431
	2.02	Procedure for Revolving Loan Borrowings	2632
	2.03	Letters of Credit	2633
	2.04	Competitive Bid Procedure	3138
	2.05	Reduction or Termination of Revolving Commitments	3339
	2.06	Prepayments	3340
	2.07	Documentation of Loans	3440
	2.08	Continuation and Conversion Option	3441
	2.09	Interest	3541
	2.10	Fees	3642
	2.11	Computation of Interest and Fees	3642
	2.12	Making Payments	3642
	2.13	Funding Sources	3744
	2.14	Defaulting Lenders	3744
	2.15	Currency Equivalents	3945
	SECTION 3 TAXES, YIELD PROTECTION AND ILLEGALITY	3946
	3.01	Taxes	3946
	3.02	Illegality	4147
	3.03	Inability to Determine Eurodollar Rates	4147
	3.04	Increased Cost and Reduced Return; Capital Adequacy	4248
	3.05	Breakfunding Costs	4349
	3.06	Matters Applicable to all Requests for Compensation	4349
	3.07	Survival	4350
	SECTION 4 CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT	4450
	4.01	Conditions Precedent to Effective Date	4450
	4.02	Conditions to allCertain
    Extensions of Credit	4551







 


 







    i


     


    

 





	4.03	Conditions
    to Certain Funds Credit Extensions	52
	4.04	Determinations Under
    Sections 4.01, 4.02 and 4.03	52
	4.05	Actions by Lenders
    During Certain Funds Period	52
	SECTION 5 REPRESENTATIONS AND WARRANTIES	4653
	5.01	Existence and Qualification; Power; Compliance with Laws	4653
	5.02	Power; Authorization; Enforceable Obligations	4653
	5.03	No Legal Bar	4654
	5.04	Financial Statements; No Material Adverse Effect	4654
	5.05	Litigation	4754
	5.06	Use of Proceeds	4754
	5.07	Anti-Corruption Laws and Sanctions	4754
	SECTION 6 AFFIRMATIVE COVENANTS	4755
	6.01	Financial Statements	4755
	6.02	Certificates, Notices and Other Information	4855
	6.03	Payment of Taxes	4856
	6.04	Preservation of Existence	4856
	6.05	Compliance With Laws	4956
	6.06	Inspection Rights	4956
	6.07	Keeping of Records and Books of Account	4956
	6.08	Designation of Unrestricted Subsidiaries	4956
	6.09	Anti-Corruption Laws and Sanctions	4957
	6.10	Guarantors	4957
	SECTION 7 NEGATIVE COVENANTS	57
	7.01	Liens	5058
	7.02	Non-Guarantor Subsidiary Indebtedness	5159
	7.03	Fundamental Changes	5159
	7.04	ERISA	5260
	7.05	Anti-Corruption Laws and Sanctions	5260
	7.06	Financial Covenant	5260
	SECTION 8 EVENTS OF DEFAULT AND REMEDIES	5260
	8.01	Events of Default	5260
	8.02	Remedies Upon Event of Default	5361
	8.03	Clean-Up Period	62
	SECTION 9 THE AGENTS	5563
	9.01	Appointment	5563
	9.02	Delegation of Duties	5563







 







    ii


     


    

 





	9.03	Exculpatory Provisions	5563
	9.04	Reliance by Administrative Agent	5564
	9.05	Notice of Default	5664
	9.06	Non-Reliance on Agents and Other Lenders	5664
	9.07	Indemnification	5665
	9.08	Agent in Its Individual Capacity	5765
	9.09	Successor Administrative Agent	5765
	9.10	Co-Documentation Agents and Syndication Agent	5766
	9.11	Certain ERISA Matters	66
	SECTION 10 MISCELLANEOUS	5868
	10.01	Amendments; Consents	5868
	10.02	Requisite Notice; Electronic Communications	5969
	10.03	Attorney Costs and Expenses	6171
	10.04	Binding Effect; Assignment	6171
	10.05	Set-off	6373
	10.06	Sharing of Payments	6373
	10.07	No Waiver; Cumulative Remedies	6474
	10.08	Usury	6474
	10.09	Counterparts	6475
	10.10	Integration	6475
	10.11	Nature of Lenders’ Obligations	6575
	10.12	Survival of Representations and Warranties	6575
	10.13	Indemnity by Borrower	6575
	10.14	Nonliability of Lenders	6676
	10.15	No Third Parties Benefitted	6677
	10.16	Severability	6777
	10.17	Confidentiality	6777
	10.18	Headings	6878
	10.19	Time of the Essence	6878
	10.20	Status of Lenders	68 and Administrative Agent 78
	10.21	Removal and Replacement of Lenders	6979
	10.22	Governing Law; Submission to Jurisdiction; Waivers	7080
	10.23	Waiver of Right to Trial by Jury	7081
	10.24	USA PATRIOT Act	7181
	10.25	Judgment Currency	7181
	10.26	Acknowledgement and Consent to Bail-In of EEA Financial Institutions	7182







 










    iii


     


    

EXHIBITS


 





	A	Form of Guarantee Agreement	 
	B	Form of Request for Extension of Credit	 
	C	Form of Compliance Certificate	 
	D	Form of Assignment and Assumption 	 
	E-1	Form of New Lender Supplement 	 
	E-2	Form of Increased Revolving Commitment Activation Notice	 
	F-1	Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Not Partnerships  For U.S. Federal Income Tax Purposes)
	F-2	Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Not Partnerships  For U.S. Federal Income Tax Purposes)
	FF-3	Form of U.S. Tax Compliance Certificate (For Non-U.S. Participants That Are Partnerships For  U.S. Federal Income Tax Purposes)
	F-4	Form of U.S. Tax Compliance Certificate (For Non-U.S. Lenders That Are Partnerships For U.S.  Federal Income Tax Purposes)







 


 


SCHEDULES


 





	A	Excluded IndebtednessAsset
    Monetization Transactions
	2.01	Revolving Commitments
	2.03	Letter of Credit Commitments; Issuers of Existing Letters of Credit
	6.08	Unrestricted Subsidiaries
	10.02	Addresses for Notices







 







    iv


     


    

CREDIT
AGREEMENT


 


This CREDIT
AGREEMENT is entered into as of May 26, 2016, by and among COMCAST CORPORATIONComcast
Corporation, a Pennsylvania corporation (“Borrower”), each lender from time to time party hereto (collectively,
“Lenders” and individually, a “Lender”), JPMorgan Chase Bank,
N.A., as Administrative Agent, CITIBANK, N.A., as syndication agent (in such capacity, “Syndication Agent”),
and MORGAN STANLEY MUFG LOAN PARTNERS, LLC (acting through Morgan Stanley Senior Funding, Inc. and MUFG
Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.), WELLS FARGO BANK, NATIONAL ASSOCIATION and MIZUHO BANK,
LTD., as co-documentation agents (in such capacity, “Co-Documentation Agents”).


 


RECITALS


 


WHEREAS, Borrower
has requested that the Lenders, the Issuing Lenders and Administrative Agent provide the Revolving Facility (as defined below),
and the Lenders, the Issuing Lenders and Administrative Agent are willing to do so on the terms and conditions set forth herein;
and


 


NOW, THEREFORE,
in consideration of the above premises, the parties hereto hereby agree as follows:


 


SECTION
1



DEFINITIONS AND ACCOUNTING TERMS


 


1.01     Defined
Terms. As used in this Agreement, the following terms shall have the meanings set forth below:


 


“Acceptance
Condition” means, with respect to an Offer, the condition set forth in the Offer Documents with respect to the number of
acceptances to an Offer which must be secured to declare such Offer unconditional as to acceptances which shall be more than 50%
of the Target shares carrying voting rights.


 


“Acquisition”
means (a) any purchase or other acquisition of assets or series of related purchases or other acquisitions of assets by Borrower
or any Restricted Subsidiary (including by way of asset or stock purchase, swap or merger) other than from Borrower or any Restricted
Subsidiary or (b) the designation by Borrower of an Unrestricted Subsidiary as a Restricted Subsidiary.


 


“Acquisition
Debt” means any Indebtedness of Borrower or any of its Restricted Subsidiaries (or an Unrestricted Subsidiary, so long as,
in the good faith determination of Borrower, such Unrestricted Subsidiary is expected to become a Restricted Subsidiary in connection
with the consummation of the applicable Material Acquisition) that has been issued for the purpose of financing, in whole or in
part, the Target Acquisition or any other acquisition that is a Material Acquisition in accordance with clause (ii) of the definition
thereof and any related transactions or series of related transactions in respect of the Target Acquisition or any other acquisition
that is a Material Acquisition in accordance with clause (ii) of the definition thereof (including for the purpose of refinancing
or replacing all or a portion of any pre-existing Indebtedness of the Target Group or the Person(s) or assets to be acquired);
provided that (a) the release of the proceeds thereof to Borrower and its Restricted Subsidiaries (or an Unrestricted Subsidiary,
so long as, in the good faith determination of Borrower, such Unrestricted Subsidiary is expected to become a Restricted Subsidiary
in connection with the consummation of such Material Acquisition) is contingent upon the consummation of the Target Acquisition
or such Material Acquisition and, pending such release, such proceeds are held in escrow (and, if the definitive agreement 


 




     


     


    

(or,
in the case of a tender offer or similar transaction, the definitive offer document) for the Target Acquisition or such Material
Acquisition is terminated prior to the consummation thereof or if the Target Acquisition or such Material Acquisition is otherwise
not consummated by the date specified in the definitive documentation relating to such Indebtedness, such proceeds shall be promptly
applied to satisfy and discharge all obligations of Borrower and its Restricted Subsidiaries (or an Unrestricted Subsidiary, so
long as, in the good faith determination of Borrower, such Unrestricted Subsidiary is expected to become a Restricted Subsidiary
in connection with the consummation of such Material Acquisition) in respect of such Indebtedness) or (b) such Indebtedness contains
a “special mandatory redemption” provision (or other similar provision) or otherwise permits such Indebtedness to
be redeemed or prepaid if the Target Acquisition or such Material Acquisition is not consummated by the date specified in the
definitive documentation relating to such Indebtedness (and if the definitive agreement (or, in the case of a tender offer or
similar transaction, the definitive offer document) for the Target Acquisition or such Material Acquisition is terminated in accordance
with its terms prior to the consummation of the Target Acquisition or such Material Acquisition or the Target Acquisition or such
Material Acquisition is otherwise not consummated by the date specified in the definitive documentation relating to such Indebtedness,
such Indebtedness is so redeemed or prepaid within 90 days of such termination or such specified date, as the case may be).


 


“Administrative
Agent” means JPMorgan Chase Bank, N.A., in its capacity as administrative agent under any of the Loan Documents, or any
successor administrative agent permitted under the Loan Documents; provided that for purposes of Borrowings, Continuations
or Conversions denominated in Canadian Dollars, Euros, Sterling or Yen, Administrative Agent shall be J.P. Morgan Europe Limited.


 


“Administrative
Agent’s Office” means Administrative Agent’s address and, as appropriate, account as Administrative Agent has
designated by written notice to Borrower and Lenders.


 


“Administrative
Agent-Related Persons” means Administrative Agent (including any successor agent), together with its Affiliates and the
officers, directors, employees, agents and attorneys-in-fact of such Persons and Affiliates.


 


“Administrative
Questionnaire” means, with respect to each Lender, an administrative questionnaire in the form prepared by Administrative
Agent and submitted to Administrative Agent (with a copy to Borrower) duly completed by such Lender.


 


“Affiliate”
means, as to any Person, any other Person that, directly or indirectly, is in Control of, is Controlled by, or is under direct
or indirect common Control with, such Person.


 


“Agents”
means the collective reference to Administrative Agent, Syndication Agent and Co-Documentation Agents.


 


“Agent
Parties” has the meaning set forth in Section 10.02(e)(ii).


 


“Aggregate
Exposure” means, with respect to any Lender at any time, an amount equal to the amount of such Lender’s Revolving
Commitment then in effect or, if the Revolving Commitments have been terminated, the amount of such Lender’s Outstanding
Revolving Obligations.


 


“Aggregate
Exposure Percentage” means, with respect to any Lender at any time, the ratio (expressed as a percentage) of such Lender’s
Aggregate Exposure at such time to the Aggregate Exposure of all Lenders at such time.


 




    2 


     


    

“Agreement”
means this Credit Agreement, as amended, restated, extended, supplemented or otherwise modified in writing from time to time.


 


“Agreement
Currency” has the meaning set forth in Section 10.25(b).


 


“Alternative
Currency” means (x) with respect to any Letter of Credit, (a) Euros, (b) Yen, (c) Sterling, (d) Canadian Dollars and (e)
any currency other than Dollars, Euros, Yen, Sterling, or Canadian Dollars in which an Issuing Lender is willing to issue a Letter
of Credit and (y) with respect to any Loan, (a) Euros, (b) Yen, (c) Sterling, (d) Canadian Dollars and (e) any currency other
than Dollars, Euros, Yen, Sterling, or Canadian Dollars in which each Lender has agreed to make Loans.


 


“Amendment
No. 1” means that certain Amendment No. 1 to Credit Agreement dated as of the Amendment No. 1 Effective Date, by and among
Borrower, the Lenders party thereto and Administrative Agent.


 


“Amendment
No. 1 Effective Date” means April 27, 2018.


 


“Announcement
Date” has the meaning set forth in the definition of Certain Funds Period.


 


“Annualized
EBITDA” means, at any date of determination, EBITDA for the two (2) fiscal quarter periods then most recently ended times
two (2).


 


“Anti-Corruption
Laws” means all laws, rules, and regulations of any jurisdiction applicable to Borrower or any of its Subsidiaries from
time to time concerning or relating to bribery or corruption.


 


“Applicable
Amount” means the rate per annum, in basis points, set forth under the relevant column heading below based upon the applicable
Debt Ratings:


 


	Pricing Level	Debt Ratings

    S&P/Moody’s	Commitment

    Fee	Base Rate 	Eurodollar Rate/ Letters
    of Credit
	 	 	 	 	 
	1	≥A+/A1	5.0	0.0	75.0
	2	A/A2	7.0	0.0	87.5
	3	A-/A3	9.0	0.0	100.0
	4	BBB+/Baa1	11.0	12.5	112.5
	5	≤BBB/Baa2	15.0	25.0	125.0
	 	 	 	 	 


 


As used in
this definition, “Debt Rating” means, as of any date of determination, the rating as determined by either S&P
or Moody’s (collectively, the “Debt Ratings”) of Borrower’s senior unsecured non-credit-enhanced long-term
Indebtedness for borrowed money (the “Subject Debt”); provided that, solely for purposes of determining the
Applicable Amount, if a Debt Rating is issued by each of S&P and Moody’s, then the higher of such Debt Ratings shall
apply (with Pricing Level 1 being the highest and Pricing Level 5 being the lowest), unless there is a split in Debt Ratings of
more than one level, in which case the level that is one level lower than the higher Debt Rating shall apply. The Debt Ratings
shall be determined from the most recent public announcement of any Debt Ratings or changes


 




    3 


     


    

thereto. Any change in the Applicable
Amount shall become effective on and as of the date of any public announcement of any Debt Rating that indicates a different Applicable
Amount. If the rating system of S&P or Moody’s shall change, Borrower and Administrative Agent shall negotiate in good
faith to amend this definition to reflect such changed rating system and, pending the effectiveness of such amendment (which shall
require the approval of Required Lenders), the Debt Rating shall be determined by reference to the rating most recently in effect
prior to such change. If and for so long as either S&P or Moody’s (but not both) has ceased to rate the Subject Debt,
then (x) if such rating agency has ceased to issue debt ratings generally, or if Borrower has used commercially reasonable efforts
to maintain ratings from both S&P and Moody’s, the Debt Rating shall be deemed to be the Remaining Debt Rating and (y)
otherwise, the Debt Rating shall be deemed to be one Pricing Level below the Remaining Debt Rating. If and for so long as both
S&P and Moody’s have ceased to rate the Subject Debt, then (x) if S&P and Moody’s have ceased to issue debt
ratings generally, the Debt Rating shall be the Debt Rating most recently in effect prior to such event and (y) otherwise, the
Debt Rating will be the Debt Rating at Pricing Level 5. For the purpose of the foregoing, “Remaining Debt Rating”
means, at any time that one of S&P or Moody’s, but not both, is rating the Subject Debt, the rating assigned by such
rating agency from time to time.


 


“Applicable
Payment Date” means, (a) as to any Eurodollar Rate Loan, the last day of the relevant Interest Period, any date that such
Loan is prepaid or Converted in whole or in part and the maturity date of such Loan; provided, however, that if
any Interest Period for a Eurodollar Rate Loan exceeds three months, interest shall also be paid on the Business Day which falls
every three months after the beginning of such Interest Period; (b) with respect to any Fixed Rate Loan, the last day of the Interest
Period applicable to the Borrowing of which such Loan is a part and, in the case of a Fixed Rate Loan with an Interest Period
of more than 90 days’ duration (unless otherwise specified in the applicable Competitive Bid Request), each day prior to
the last day of such Interest Period that occurs at intervals of 90 days’ duration after the first day of such Interest
Period, and any other dates that are specified in the applicable Competitive Bid Request as Applicable Payment Dates with respect
to such Borrowing; and (c) as to any other Obligations, the last Business Day of each calendar quarter and the maturity date of
such Obligation, except as otherwise provided herein.


 


“Applicable
Time” means New York time.


 


“Asset
Monetization Transactions” has the meaning set forth in the definition of Consolidated Total Indebtedness.


 


“Assignment
and Assumption” means an Assignment and Assumption substantially in the form of Exhibit D or, to the extent applicable,
an agreement (in form and substance reasonably acceptable to Borrower) incorporating an Assignment and Assumption by reference
pursuant to a Platform as to which Administrative Agent and the parties to the Assignment and Assumption are participants.


 


“Attorney
Costs” means the reasonable and documented fees and disbursements of a law firm or other external counsel.


 


“Attributable
Indebtedness” means, with respect to any Sale-Leaseback Transaction, the present value (discounted at the rate set forth
or implicit in the terms of the lease included in such Sale-Leaseback Transaction) of the total obligations of the lessee for
rental payments (other than amounts required to be paid on account of taxes, maintenance, repairs, insurance, assessments, utilities,
operating and labor costs and other items that do not constitute payments for property rights) during the remaining term of the
lease included in such Sale-Leaseback Transaction (including any period for which such lease has been extended). In the case of
any lease that is terminable by the lessee upon payment of a penalty, the Attributable Indebtedness shall be the lesser of the
Attributable Indebtedness determined assuming


 




    4 


     


    

termination on the first date
such lease may be terminated (in which case the Attributable Indebtedness shall also include the amount of the penalty, but no
rent shall be considered as required to be paid under such lease subsequent to the first date on which it may be so terminated)
or the Attributable Indebtedness determined assuming no such termination.


 


“Bail-In
Action” means the exercise of any Write-Down and Conversion Powers by the applicable EEA Resolution Authority in respect
of any liability of an EEA Financial Institution.


 


“Bail-In
Legislation” means, with respect to any EEA Member Country implementing Article 55 of Directive 2014/59/EU of the European
Parliament and of the Council of the European Union, the implementing law for such EEA Member Country from time to time which
is described in the EU Bail-In Legislation Schedule.


 


“Base
Rate” means for any day a fluctuating rate per annum equal to the highest of (a) the Federal Funds Rate in effect for such
day plus 1/2 of 1%, (b) the rate of interest in effect for such day as publicly announced from time to time by JPMorgan Chase
as its “prime rate” in effect at its principal office in New York City (the prime rate not being intended to be the
lowest rate of interest charged by JPMorgan Chase in connection with extensions of credit to debtors) and (c) the Eurodollar Rate
that would be calculated as of such day (or, if such day is not a Business Day, as of the next preceding Business Day) in respect
of a proposed Eurodollar Loan with a one month Interest Period plus 1%. Any change in such rate announced by JPMorgan Chase shall
take effect at the opening of business on the day specified in the public announcement of such change.


 


“Base
Rate Loan” means a Loan made hereunder that bears interest based upon the Base Rate.


 


“Benefit
Plan” means any of (a) an “employee benefit plan” (as defined in ERISA) that is subject to Title I of ERISA,
(b) a “plan” as defined in Section 4975 of the Code or (c) any Person whose assets include (for purposes of ERISA
Section 3(42) or otherwise for purposes of Title I of ERISA or Section 4975 of the Code) the assets of any such “employee
benefit plan” or “plan”.


 


“Bidco”
means a wholly-owned Subsidiary of Borrower formed for the purpose of acquiring all or a portion of the Target shares as set forth
in the Offer Document.


 


  “BLR
Group” means: (i) Brian L. Roberts (“BLR”);
(ii) his wife; (iii) a lineal descendant of BLR; (iv) the estate of BLR;
(v) any trust of which at least one of the trustees is any one or more of BLR,
his wife and his lineal descendants, or the principal beneficiaries of which
are any one or more of BLR, his wife and his lineal descendants;
(vi) any Person which is Controlled by any one or more of the foregoing; and (vii) any group (within the meaning of the
Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder as in effect on the date hereof)
of which any of the foregoing is a member.


 


“Borrower”
has the meaning set forth in the introductory paragraph hereto.


 


“Borrowing”
and “Borrow” each mean a borrowing of Loans hereunder.


 


“Bridge
Credit Agreement” means that certain 364-Day Bridge Credit Agreement dated as of April 25, 2018, by and among Comcast Corporation,
the lenders party thereto, Bank of America, N.A., as administrative agent, and Wells Fargo Bank, National Association, as syndication
agent.


 




    5 


     


    

“Bridge
Loan Documents” means the Loan Documents (as defined in the Bridge Credit Agreement).


 


“Bridge
Loans” means the Loans (as defined in the Bridge Credit Agreement).


 


“Business
Day” means any day other than a Saturday, Sunday or other day on which commercial banks in New York, New York are authorized
or required by law to close, and, if the applicable Business Day relates to a Eurodollar Rate Loan, any such day on which dealings
are carried out in the applicable offshore Dollar market; provided that the term “Business Day”, when used
in connection with (i) any Eurodollar Rate Loan (or Base Rate Loan the rate of which is based on the Eurodollar Rate), shall also
exclude any day on which banks are not open for dealings in Dollar, Euro or Sterling deposits in the London interbank market,
(ii) any Loan denominated in Euros shall also exclude any day on which (x) commercial banks in London are authorized or required
by law to remain closed or (y) TARGET is authorized or required by law to remain closed, (iii) any Loan denominated in Sterling
shall also exclude any day on which commercial banks in London are authorized or required by law to remain closed, (iv) any Loan
denominated in Yen shall also exclude any day on which commercial banks in Tokyo, Japan are authorized or required by law to remain
closed and (v) any Loan denominated in Canadian Dollars shall also exclude any day on which commercial banks in Toronto, Canada
are authorized or required by law to remain closed.


 


“Cable
Subsidiary” means a Subsidiary of Borrower (a) that operates a cable communications business or (b) whose sole purpose is
to directly or indirectly own or hold an investment in another Person that operates a cable communications business.


 


“Canadian
Dollar” and “C$” means lawful money of Canada.


 


“CDOR”:
in relation to any Loan denominated in Canadian Dollars:


 


(a)       the
applicable Screen Rate as of the applicable Requisite Time and for a period equal in length to the Interest Period of the applicable
Borrowing, Continuation or Conversion; or


 


(b)       In
the event the applicable Interest Period is an Impacted Interest Period, the rate per annum equal to the Interpolated Rate.


 


“Certain
Funds Credit Extension” means a Borrowing made or to be made during the Certain Funds Period where such Borrowing is to
be made solely to finance any Certain Funds Purpose. 


 


“Certain
Funds Period” means the period from and including the Amendment No. 1 Effective Date to and including the first to
occur of:


 


(a)
11:59 p.m. (New York City time) on the first to occur of (i) the date that is 15 months from the issuance of the initial Rule
2.7 Announcement (the date of such issuance, the “Announcement Date”) and (ii) September 30, 2019;


 


(b)
11:59 p.m. (New York City time) on the date upon which an Offer lapses, terminates or is withdrawn (unless, within ten Business
Days of such date, Borrower has notified Administrative Agent that it intends to launch a Scheme or a new Offer and a Rule 2.7
Announcement in respect of that Scheme or Offer, as applicable, is issued;


 


(c)
11:59 p.m. (New York City time) on the date which is twenty-one (21) days after the later of (i) the date on which an Offer has
become or has been declared unconditional in all respects and (ii) the date on which an Offer has closed for acceptances (unless,
in each case, compulsory squeeze-out 


 




    6 


     


    

procedures
for the acquisition of minority shareholdings in the Target pursuant to Part 28 of the Companies Act (“Compulsory Acquisition
Procedures”) have commenced before such date);


 


(d)
11:59 p.m. (New York City time) on the date on which the Target becomes a direct or indirect wholly-owned Subsidiary of Borrower
and Borrower has paid all sums due pursuant to or in connection with, the Target Acquisition and any surrender or cancellation
of options or awards over the shares of the Target;


 


(e)
if the Target Acquisition is effected by way of a Scheme, 11:59 p.m. (New York City time) on the date falling 14 days after the
Scheme Effective Date or, if later, the date immediately following any extension of the period for settlement of consideration
provided by the Panel pursuant to the Takeover Code;


 


(f)
11:59 p.m. (New York City time) on the date upon which a Scheme lapses, terminates or is withdrawn (or the same is rejected by
the High Court or is not approved by the requisite shareholders of the Target (unless, within ten Business Days of such date,
Borrower has notified Administrative Agent that it intends to launch an Offer and a Rule 2.7 Announcement in respect of that Offer
is issued); and 


 


(g)
such earlier termination date as may be expressly specified by Borrower to Administrative Agent in writing.


 


“Certain
Funds Purpose” means the consummation of any portion of the Target Acquisition (including, for the avoidance of doubt, any
initial or subsequent purchase of Target shares during the Certain Funds Period) and/or the payment of any portion of the Transaction
Costs.


 


“Certain
Funds Termination Date” means the date that is the last day of the Certain Funds Period.


 


“Change
of Control” means (a) the acquisition of ownership, directly or indirectly, beneficially or of record, by any Person or
group (within the meaning of the Securities Exchange Act of 1934 and the rules of the Securities and Exchange Commission thereunder,
as in effect on the date hereof), other than the BLR Group, of Equity Interests representing more than 50% of
the aggregate ordinary voting power represented by the issued and outstanding Equity Interests of Borrower; or (b) the occupation
of a majority of the seats (other than vacant seats) on the board of directors of Borrower by Persons who were not directors of
Borrower on the date of this Agreement or nominated or appointed or
approved by the board of directors of Borrower (or by the Nominating Committee of such board).


 


“Clean-Up
Period Termination Date” means the date that is 120 days after the Final Closing Date.


 


“Code”
means the Internal Revenue Code of 1986, as amended from time to time.


 


“Co-Documentation
Agents” has the meaning set forth in the introductory paragraph hereto.


 


“Communications”
means, collectively, any notice, demand, communication, information, document or other material provided by or on behalf of any
Loan Party pursuant to any Loan Document or the transactions contemplated therein which is distributed by Administrative Agent,
any Lender or any Issuing Lender by means of electronic communications pursuant to Section 10.02(e), including through an Electronic
System.


 




    7 


     


    

“Companies
Act” means the Companies Act 2006 of the United Kingdom, as amended.


 


“Competitive
Bid” means an offer by a Lender to make a Competitive Loan in accordance with Section 2.04.


 


“Competitive
Bid Rate” means, with respect to any Competitive Bid, the Margin or the Fixed Rate, as applicable, offered by the Lender
making such Competitive Bid.


 


“Competitive
Bid Request” means a request by Borrower for Competitive Bids in accordance with Section 2.04.


 


“Competitive
Borrowing” means a Competitive Loan or group of Competitive Loans of the same type made on the same date and as to which
a single Interest Period is in effect.


 


“Competitive
Loan” means a Loan made pursuant to Section 2.04.


 


“Compliance
Certificate” means a certificate substantially in the form of Exhibit C, properly completed and signed by a Responsible
Officer of Borrower.


 


“Compulsory
Acquisition Procedures” has the meaning set forth in the definition of Certain Funds Period.


 


“Consolidated
Net Tangible Assets” means, at any time, total assets minus (a) all franchise rights, goodwill, and other
intangible assets, net of accumulated amortization and (b) all current liabilities (other than current portion of long-term debt),
in each case appearing on the consolidated balance sheet of Borrower and its consolidated Subsidiaries most recently delivered
(prior to such time) pursuant to Section 4.01(d)(i) or Section 6.01(a) (as applicable).


 


“Consolidated
Total Indebtedness” means, as of any date of determination, the total Indebtedness for borrowed money of Borrower and its
Restricted Subsidiaries and Guaranty Obligations of Borrower and its Restricted Subsidiaries in respect of Indebtedness for borrowed
money, determined on a consolidated basis in accordance with GAAP, but excluding, to the extent constituting Indebtedness for
borrowed money or Guaranty Obligations in respect of Indebtedness for borrowed money, Indebtedness of Borrower and its Restricted
Subsidiaries arising from (A) the asset monetization transactions set forth on Schedule A and any extensions, renewals or replacements
thereof and (B) any asset monetization transactions which are recourse only to the assets so monetized and are done on substantially
similar terms to the asset monetization transactions set forth on Schedule A (collectively, “Asset Monetization Transactions”).


 


“Continuation”
and “Continue” mean, with respect to any Eurodollar Rate Loan, the continuation of such Eurodollar Rate Loan as a
Eurodollar Rate Loan on the last day of the Interest Period for such Loan.


 


“Contractual
Obligation” means, as to any Person, any provision of any security issued by such Person or of any agreement, instrument
or undertaking to which such Person is a party or by which it or any of its property is bound.


 


“Control”
or “Controlled” means 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.


 




    8 


     


    

“Conversion”
and “Convert” mean, with respect to any Loan, the conversion of such Loan from or into another type of Loan.


 


“Debt
Rating” has the meaning set forth in the definition of Applicable Amount.


 


“Debtor
Relief Laws” means the Bankruptcy Code of the United States of America, and all other liquidation, conservatorship, bankruptcy,
assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization or similar debtor
relief Laws of the United States of America or other applicable jurisdictions from time to time in effect affecting the rights
of creditors generally.


 


“Debt
Rating” has the meaning set forth in the definition of Applicable Amount.


 


“Declining
Lender” has the meaning set forth in Section 2.01(e).


 


“Default”
means any event that, with the giving of any notice, the passage of time, or both, would be an Event of Default.


 


“Default
Rate” means an interest rate equal to (i) in the case
of overdue principal of any Loan, 2% per annum plus the rate otherwise applicable to such Loan as provided in Section 2.09(a)
or (ii) in the case of any other overdue amount, 2% per annum plus the rate applicable to Base Rate Loans, in each case to the
fullest extent permitted by applicable Laws.


 


“Defaulting
Lender” means any Lender that has (a) failed to fund its portion of any Borrowing, or any portion of its participation in
any Letter of Credit, within three Business Days of the date on which it shall have been required to fund the same (or, in the
case of any Borrowing on the Effective Date, on the Effective Date), (b) notified Borrower, Administrative Agent, any Issuing
Lender or any other Lender in writing that it does not intend to comply with any of its funding obligations under this Agreement
or has made a public statement to the effect that it does not intend to comply with its funding obligations under this Agreement
or generally under agreements in which it commits to extend credit, (c) failed, within three Business Days after written request
by Administrative Agent (which request shall, in any event, be made promptly upon request by Borrower), to confirm that it will
comply with the terms of this Agreement relating to its obligations to fund prospective Loans and participations in then outstanding
Letters of Credit; provided that any such Lender shall cease to be a Defaulting Lender under this clause (c) upon receipt
of such confirmation by Administrative Agent, (d) otherwise failed to pay over to Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within three Business Days of the date when due, unless the subject of a good
faith dispute, (e)(i) been (or has a parent company, including any intermediate parent company, that has been) adjudicated as,
or determined by any Governmental Authority having regulatory authority over such Person or its assets to be, insolvent or (ii)
become the subject of a Bail-in Action or a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee,
administrator, assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business
or custodian, appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence
in any such proceeding or appointment or has a parent company, including any intermediate parent company, that has become the
subject of a Bail-in Action or a bankruptcy or insolvency proceeding, or has had a receiver, conservator, trustee, administrator,
assignee for the benefit of creditors or similar Person charged with reorganization or liquidation of its business or custodian
appointed for it, or has taken any action in furtherance of, or indicating its consent to, approval of or acquiescence in any
such Bail-in Action or bankruptcy proceeding or appointment, unless in the case of any Lender referred to in this clause (e) Borrower,
Administrative Agent and each Issuing Lender shall be satisfied that such Lender intends, and has all approvals required to enable
it, to continue to perform its obligations as a Lender hereunder or (f)


 




    9 


     


    

has otherwise become a “defaulting”
lender generally in credit agreements to which it is a party (as reasonably determined by Administrative Agent in consultation
with Borrower). For the avoidance of doubt, a Lender shall not be deemed to be a Defaulting Lender solely by virtue of the ownership
or acquisition of any Equity Interest in such Lender or its parent by a Governmental Authority.


 


“Disposition”
means (a) any sale, transfer or other disposition of assets or series of sales, transfers or other disposition of assets by Borrower
or any Restricted Subsidiary (including by way of asset or stock sale, swap or merger) other than to Borrower or any Restricted
Subsidiary or (b) the designation by Borrower of a Restricted Subsidiary as an Unrestricted Subsidiary.


 


“Dollar”
and “$” means lawful money of the United States of America.


 


“Dollar
Amount” means, at any time, for any amount, (i) if denominated in Dollars, the amount thereof and (ii) if denominated in
an Alternative Currency, the amount thereof converted to Dollars in accordance with Section 2.15.


 


“Draw-Stop
Event” means, from and after the Amendment No. 1 Effective Date, the continuance of any of the following events with respect
to Borrower and the Guarantors only (and not, for the avoidance of doubt, (x) in relation to any other Subsidiary of Borrower
or the Target Group or (y) in respect of any obligation to procure any action by any other Subsidiary of Borrower or the Target
Group), in each case, for the avoidance of doubt, unless waived by the Required Lenders:


 


(a)       Borrower
shall have failed to comply (or shall have failed to procure that Bidco shall have complied) in all material respects with (i)
the Takeover Code and (ii) all other applicable laws and regulations in relation to any Offer or Scheme, in each case in relation
to the Target Acquisition and, subject to any waivers or dispensations granted by the Panel, the U.S. Securities and Exchange
Commission or any other applicable regulator, and in the case of either of (i) and (ii), such failure shall have continued for
30 days after notice thereof to Borrower from Administrative Agent or any Lender;


 


(b)       (i)
except as consented to by the Required Lenders in writing (such consent not to be unreasonably withheld, conditioned or delayed),
Borrower shall have (or shall have failed to procure that Bidco shall not have) amended, treated as satisfied or waived any term
or condition of an Offer or a Scheme set out in the relevant Target Acquisition Document other than any such amendment, treatment
or waiver which is not a Materially Adverse Amendment; provided that Borrower may amend, treat as satisfied or waive any term
or condition of an Offer or a Scheme to the extent required by the Takeover Code, the Panel, any other competent regulatory body
or by a court of competent jurisdiction, or (ii) in the case of an Offer, Borrower shall have (or shall have failed to procure
that Bidco shall not have) declared any Offer unconditional as to acceptances until the Acceptance Condition shall have been satisfied;
and in the case of either of (i) and (ii), such occurrence shall have continued for 30 days after notice thereof to Borrower from
Administrative Agent or any Lender; and/or


 


(c)       Borrower
shall be unable to represent, in all material respects and at the applicable time, that (i) in the case of an Offer (as applicable),
the Offer Press Release and the Offer Documents shall contain all material terms of the Offer (taken as a whole) as at the date
on which they were published or (ii) in the case of a Scheme (as applicable), the Scheme Press Release and the Scheme Documents
contain all the material terms of the Scheme (taken as a whole) as at the date on which they were published.


 




    10 


     


    

“EBITDA”
means, with respect to any Person or any income generating assets, for any period, an amount equal to (a) the operating income
of such Person or generated by such assets calculated in accordance with GAAP adjusted to exclude gains and losses from unusual
or extraordinary items, plus (b) depreciation, amortization and other non-cash charges to operating income, in each case for such
period, minus (c) any cash payments made during such period in respect of any non-cash charges to operating income accrued during
a prior period and added back in determining EBITDA during such prior period pursuant to clause (b) above, plus (d) corporate
overhead expenses incurred by Borrower in an aggregate amount not to exceed $100,000,000 for any fiscal year of Borrower,
plus (e) any and all Transaction Costs incurred by Borrower and/or its Restricted Subsidiaries (in each case whether paid
in cash or accrued).


 


“EDGAR”
means the Electronic Data Gathering, Analysis and Retrieval computer system for the receipt, acceptance, review and dissemination
of documents submitted to the U.S. Securities and Exchange Commission in electronic format.  


 


“EEA
Financial Institution” means (a) any credit institution or investment firm established in any EEA Member Country which is
subject to the supervision of an EEA Resolution Authority, (b) any entity established in an EEA Member Country which is a parent
of an institution described in clause (a) of this definition, or (c) any financial institution established in an EEA Member Country
which is a subsidiary of an institution described in clauses (a) or (b) of this definition and is subject to consolidated supervision
with its parent.


 


“EEA
Member Country” means any of the member states of the European Union, Iceland, Liechtenstein, and Norway.


 


“EEA
Resolution Authority” means any public administrative authority or any Person entrusted with public administrative authority
of any EEA Member Country (including any delegee) having responsibility for the resolution of any EEA Financial Institution.


 


“Effective
Date” means the date upon which all the conditions precedent in Section 4.01 have been satisfied or waived, which date is
May 26, 2016.


 


“Electronic
System” means any electronic system, including e-mail, e-fax, Intralinks®, ClearPar®, Debt Domain, Syndtrak
and any other Internet or extranet-based site, whether such electronic system is owned, operated or hosted by Administrative Agent
or any other Person, providing for access to data protected by passcodes or other security system.


 


“Eligible
Assignee” means (i) a Lender; (ii) an Affiliate of a Lender; (iii) a commercial bank organized under the laws of the United
States, or any State thereof, and having total assets in excess of $5,000,000,000; (iv) a savings and loan association or savings
bank organized under the laws of the United States, or any State thereof, and having total assets in excess of $5,000,000,000;
(v) a commercial bank organized under the laws of any other country that is a member of the Organization for Economic Cooperation
and Development or has concluded special lending arrangements with the International Monetary Fund associated with its General
Arrangements to Borrow or of the Cayman Islands, or a political subdivision of any such country, and having total assets in excess
of $5,000,000,000 so long as such bank is acting through a branch or agency located in the United States or in the country in
which it is organized or another country that is described in this clause (v); (vi) the central bank of any country that is a
member of the Organization for Economic Cooperation and Development; or (vii) any other Person approved by Administrative Agent
and Borrower.


 




    11 


     


    

“Equity
Interests” means shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial
interests in a trust or other equity ownership interests in a Person, and any warrants, options or other rights entitling the
holder thereof to purchase or acquire any such equity interest.


 


“ERISA”
means the Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto, as amended from time to
time.


 


“ERISA
Affiliate” means any person that for purposes of Title I or Title IV of ERISA or Section 412 of the Code would be deemed
at any relevant time to be a “single employer” with Borrower under Section 414(b), (c), (m) or (o) of the Code or
Section 4001 of ERISA.


 


“ERISA
Event” means (a) any “reportable event,” as defined in Section 4043 of ERISA or the regulations issued thereunder
with respect to a Plan (other than an event for which the 30-day notice period is waived); (b) the failure of Borrower or any
ERISA Affiliate to make by its due date a required installment under Section 430(j) of the Code with respect to any Plan or any
failure by any Plan to satisfy the minimum funding standards (within the meaning of Section 412 of the Code or Section 302 of
ERISA) applicable to such Plan, whether or not waived; (c) the filing pursuant to Section 412(c) of the Code or Section 302(c)
of ERISA of an application for a waiver of the minimum funding standard with respect to any Plan; (d) the occurrence of any event
or condition which mightcould
reasonably be expected to constitute grounds under ERISA for the termination of, or the appointment of a trustee to
administer, any Plan or the incurrence by Borrower or any ERISA Affiliates of any liability under Title IV of ERISA with respect
to the termination of any Plan; (e) the receipt by Borrower or any ERISA Affiliate from the PBGC or a plan administrator of any
notice relating to an intention to terminate any Plan or to appoint a trustee to administer any Plan; (f) the incurrence by Borrower
or any ERISA Affiliates of any liability with respect to the withdrawal or partial withdrawal from any Plan or Multiemployer Plan;
or (g) the receipt by Borrower or any ERISA Affiliate of any notice, or the receipt by any Multiemployer Plan from Borrower or
any ERISA Affiliate of any notice, concerning the imposition of withdrawal liability or a determination that a Multiemployer Plan
is, or is expected to be, insolvent (within the meaning of Title IV of ERISA), in “endangered” or “critical”
status (within the meaning of Section 432 of the Code or Section 305 of ERISA), or terminated (within the meaning of Section 4041
of ERISA).


 


“EU Bail-In
Legislation Schedule” means the EU Bail-In Legislation Schedule published by the Loan Market Association (or any successor
Person), as in effect from time to time.


 


“EURIBOR”:
in relation to any Loan denominated in Euros:


 


(a)       the
applicable Screen Rate as of the applicable Requisite Time and for a period equal in length to the Interest Period of the applicable
Borrowing, Continuation or Conversion; or


 


(b)       in
the event the applicable Interest Period is an Impacted Interest Period, the rate per annum equal to the Interpolated Rate.


 


“Euro”
and “€” means lawful money of the European Union.


 


“Eurodollar
Base Rate” has the meaning set forth in the definition of Eurodollar Rate.


 


“Eurodollar
Rate” means for any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum determined by Administrative
Agent pursuant to the following formula:


 


	Eurodollar Rate =	Eurodollar Base Rate
	 	1.00 - Eurodollar Reserve Percentage




    12 


     


    

	Where,

        
	 
	 	 


“Eurodollar
Base Rate” means, for such Interest Period:


 


(a)       the
applicable Screen Rate as of the applicable Requisite Time and for a period equal in length to the Interest Period of the applicable
Borrowing, Continuation or Conversion, or


 


(b)       in
the event the applicable Interest Period is an Impacted Interest Period, the rate per annum equal to the Interpolated Rate.


 


“Eurodollar
Rate Loan” means a Loan bearing interest based on the Eurodollar Rate. For the avoidance of doubt, each Loan denominated
in a currency other than Dollars shall be a Eurodollar Rate Loan.


 


“Eurodollar
Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, rounded
upward to the next 1/100th of 1%) in effect on such day, whether or not applicable to any Lender, under regulations issued from
time to time by the Board of Governors of the Federal Reserve System for determining the maximum reserve requirement (including
any emergency, supplemental or other marginal reserve requirement) for a member bank of the Federal Reserve System in respect
of “Eurocurrency liabilities” (or in respect of any other category of liabilities, which includes deposits by reference
to which the interest rate on Eurodollar Rate Loans is determined or any category of extensions of credit or other assets which
includes loans by a non- United States office of any Lender to United States residents). The Eurodollar Rate for each outstanding
Eurodollar Rate Loan shall be adjusted automatically as of the effective date of any change in the Eurodollar Reserve Percentage.


 


The determination
of the Eurodollar Reserve Percentage and the Eurodollar Base Rate by Administrative Agent shall be conclusive in the absence of
manifest error.


 


“Eurodollar
Reserve Percentage” has the meaning set forth in the definition of Eurodollar Rate.


 


“Event
of Default” means any of the events specified in Section 8.


 


“Exchange
Rate” means on any day with respect to any currency other than Dollars, the rate at which such currency may be exchanged
into Dollars, as set forth at approximately 11:00 a.m. (London time) on such day on the Reuters World Currency Page for such
currency; in the event that such rate does not appear on any Reuters World Currency Page, the Exchange Rate shall be determined
by reference to such other publicly available service for displaying exchange rates as may be agreed upon by Administrative Agent
and Borrower, or, in the absence of such agreement, such Exchange Rate shall instead be the arithmetic average of the spot rates
of exchange of Administrative Agent in the market where its foreign currency exchange operations in respect of such currency are
then being conducted, at or about 10:00 a.m. (New York City time) on such date for the purchase of Dollars for delivery two (2)
Business Days later; provided, however, that if at any time of any such determination, for any reason, no such spot rate
is being quoted, Administrative Agent may use any reasonable method it deems appropriate to determine such rate, and such determination
shall be conclusive absent manifest error.


 


“Existing
Credit Agreement” means the Credit Agreement, dated as of June 6, 2012, among Comcast Corporation, Comcast Cable Communications,
LLC, the lenders parties thereto, JPMorgan Chase Bank, N.A., as administrative agent and issuing lender, Citibank, N.A., as syndication


 




    13 


     


    

agent, and Morgan Stanley MUFG
Loan Partners, LLC and Wells Fargo Bank, National Association, as co-documentation agents.


 


“Existing
Letters of Credit” means the letters of credit that have been issued prior to the Effective Date pursuant to the Existing
Credit Agreement or that certain continuing agreement for standby letters of credit dated as of December 2, 2011 between Borrower
and JPMorgan Chase Bank, N.A. and that are outstanding on the Effective Date.


 


“Extended
Revolving Termination Date” has the meaning set forth in Section 2.01(e).


 


“Extending
Lender” has the meaning set forth in Section 2.01(e).


 


“Extension
Effectiveness Date” has the meaning set forth in Section 2.01(e).


 


“Extension
of Credit” means (a) a Borrowing, Conversion or Continuation of Loans and (b) a Letter of Credit Action whereby a new Letter
of Credit is issued or which has the effect of increasing the amount of, extending the maturity of, or making a material modification
to an outstanding Letter of Credit or the reimbursement of drawings thereunder (collectively, the “Extensions of Credit”).


 


“FATCA”
means 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 regulations or official interpretations thereof,
and any agreements entered into pursuant
to Section 1471(b)(1) of the Code and any law, regulation, rule, promulgation, or official agreement implementing an official
intergovernmental agreement with respect to such Sectionssections
or regulations.


 


“Federal
Funds Rate” means, for any day, the rate calculated by the NYFRB based on such day’s federal funds transactions by
depositary institutions (as determined in such manner as the NYFRB shall set forth on its public website from time to time) and
published on the next succeeding Business Day by the NYFRB as the federal funds effective rate. If the Federal Funds Rate shall
be less than zero, such rate shall be deemed to be zero for purposes of this Agreement.


 


“Final
Closing Date” means the first date on which the conditions set forth in clause (c) (unless Compulsory Acquisition Procedures
have commenced before such date), (d) or (e) of the definition of Certain Funds Period shall have occurred.


 


“Fixed
Rate” means, with respect to any Competitive Loan (other than a Competitive Loan that is a Eurodollar Rate Loan), the fixed
rate of interest per annum specified by the Lender making such Competitive Loan in its related Competitive Bid.


 


“Fixed
Rate Loan” means a Competitive Loan bearing interest at a Fixed Rate.


 


“GAAP”
means generally accepted accounting principles applied on a consistent basis (but subject to changes approved by Borrower’s
independent certified public accountants).


 


“Governmental
Authority” means (a) any international, foreign, federal, state, county or municipal government, or political subdivision
thereof, (b) any governmental or quasi-governmental agency, authority, board, bureau, commission, department, instrumentality,
central bank or public body, including the Federal Communications Commission, (c) any state public utilities commission or other
authority and any federal, state, county, or municipal licensing or franchising authority or (d) any court or administrative tribunal.


 




    14 


     


    

“Guarantee
Agreement” means the Guarantee Agreement to be executed and delivered by each Guarantor, substantially in the form of Exhibit
A.


 


“Guarantors”
means Comcast Cable Communications, LLC, NBCUniversal Media, LLC and each Restricted Subsidiary that becomes a party to the Guarantee
Agreement pursuant to Section 6.10 (in each case to the extent not released as contemplated by this Agreement).


 


“Guaranty
Obligation” means, as to any Person, any (a) guaranty by such Person of Indebtedness of any other Person or (b) legally
binding obligation of such Person to purchase or pay (or to advance or supply funds for the purchase or payment of) Indebtedness
of any other Person, or to purchase property, securities, or services for the purpose of assuring the owner of such Indebtedness
of the payment of such Indebtedness or to maintain working capital, equity capital or other financial statement condition of such
other Person so as to enable such other Person to pay such Indebtedness; provided, however, that the term Guaranty
Obligation shall not include endorsements of instruments for deposit or collection in the ordinary course of business. The amount
of any Guaranty Obligation shall be deemed to be an amount equal to the stated or determinable amount of the related primary obligation,
or portion thereof, covered by such Guaranty Obligation or, if not stated or determinable, the maximum reasonably anticipated
liability in respect thereof as determined by the Person in good faith.


 


“High
Court” means the High Court of Justice of England and Wales.


 


“Impacted
Interest Period” means any Interest Period for which the applicable Screen Rate does not appear on such page or service
or such page or service shall cease to be available or shall otherwise not be available.


 


“Increased
Revolving Commitment Activation Notice” means a notice substantially in the form of Exhibit E-2.


 


“Increased
Revolving Commitment Closing Date” means any Business Day designated as such in an Increased Revolving Commitment Activation
Notice.


 


“Indebtedness”
means, as to any Person, without duplication, (a) all obligations of such Person for borrowed money, (b) all obligations of such
Person evidenced by bonds, debentures, notes or similar instruments, (c) all obligations of such Person under conditional sale
or other title retention agreements relating to property or assets purchased by such Person, (d) all obligations of such Person
issued or assumed as the deferred purchase price of property or services, (e) all Indebtedness of others secured by any Lien on
property owned or acquired by such Person, whether or not the obligations secured thereby have been assumed, (f) all Guaranty
Obligations of such Person with respect to Indebtedness of others, (g) all capital lease obligations of such Person, (h) all Attributable
Indebtedness under Sale-Leaseback Transactions under which such Person is the lessee and (i) all obligations of such Person as
an account party in respect of outstanding letters of credit (whether or not drawn) and bankers’ acceptances; provided,
however, that Indebtedness shall not include (i) trade accounts payable arising in the ordinary course of business and
(ii) deferred compensation; provided, further, that in the case of any obligation of such Person which is recourse
only to certain assets of such Person, the amount of such Indebtedness shall be deemed to be equal to the lesser of the amount
of such Indebtedness or the value of the assets to which such obligation is recourse as reflected on the balance sheet of such
Person at the time of the incurrence of such obligation; and provided, further, that the amount of any Indebtedness
described in clause (e) above shall be the lesser of the amount of the Indebtedness or the fair market value of the property securing
such Indebtedness.


 


“Indemnified
Liabilities” has the meaning set forth in Section 10.13.


 




    15 


     


    

“Indemnitees”
has the meaning set forth in Section 10.13.


 


“Initial
Bridge Closing Date” means the Initial Closing Date (as defined in the Bridge Credit Agreement).


 


“Initial
Term Closing Date” means the Initial Closing Date (as defined in the Term Loan Credit Agreement).


 


“Interest
Expense” means, with respect to any Person or any income generating assets, for any period, an amount equal to, without
duplication, (a) all interest on Indebtedness (other than Indebtedness arising from Asset Monetization Transactions) of such Person
or properly allocable to such assets, and commitment and facility fees in respect thereof, accrued (whether or not actually paid)
during such period, (b) plus the net amount accrued (whether or not actually paid) by such Person or properly allocable to such
assets pursuant to any interest rate protection agreement during such period (or minus the net amount receivable (whether or not
actually received) by such Person or properly allocable to such assets during such period), (c) minus the amortization of deferred
financing fees recorded during such period and (d) minus the amortization of any discount or plus the amortization of any premium
(determined as the difference between the present value and the face amount of the subject Indebtedness) recorded during such
period.


 


“Interest
Period” means (a) for each Eurodollar Rate Loan, (i) initially, the period commencing on the date such Eurodollar Rate Loan
is disbursed or Continued as, or Converted into, such Eurodollar Rate Loan and (ii) thereafter, the period commencing on the last
day of the preceding Interest Period, and ending, in each case, on the earlier of (A) the scheduled maturity date of such Loan,
or (B) one, two, three, six, or, if agreed to by each Lender, 12 months or periods less than one month, thereafter and (b) with
respect to any Borrowing of Fixed Rate Loans, the period (which shall not be less than seven days or more than 360 days) commencing
on the date of such Borrowing and ending on the date specified in the applicable Competitive Bid Request; provided that:


 


(i)       Anyany
Interest Period that would otherwise end on a day that is not a Business Day shall be extended to the next succeeding
Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next
preceding Business Day; 


 


(ii)       Anyany
Interest Period which begins on the last Business Day of a calendar month (or on a day for which there is no numerically
corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar
month at the end of such Interest Period; and


 


(iii)       Unlessunless
Administrative Agent otherwise consents, there may not be more than ten (10) Interest Periods for Eurodollar Rate Loans
in effect at any time.


 


“Interpolated
Rate” means, at any time, for any Interest Period, the rate per annum determined by Administrative Agent (which determination
shall be conclusive and binding absent manifest error) to be equal to the rate which results from interpolating on a linear basis
between: (a) the Screen Rate for the longest period (for which that Screen Rate is available for the applicable currency) which
is less than the relevant Impacted Interest Period and (b) the Screen Rate for the shortest period (for which that Screen Rate
is available for the applicable currency) which exceeds the relevant Impacted Interest Period, each as of the applicable Requisite
Time. When determining the rate for a period which is less than the shortest period for which the Screen Rate is available, the
Screen Rate for purposes of clause (a) above shall be deemed to be the overnight rate for dollars determined by Administrative
Agent from


 




    16 


     


    

such service as Administrative
Agent may reasonably select. If any Interpolated Rate shall be less than zero, such rate shall be deemed to be zero for purposes
of this Agreement.


 


“IRS”
means the United States Internal Revenue Service.


 


“Issuing
Lender” means each Lender with a Letter of Credit Commitment and, only as to the Existing Letters of Credit, each financial
institution listed as an issuer of an Existing Letter of Credit on Schedule 2.03 in its capacity as an issuer of such Letters
of Credit hereunder, and any other Lender that may agree with Borrower to issue Letters of Credit hereunder, or any successor
issuing lender hereunder. Any Lender that becomes an Issuing Lender after the Effective Date agrees to give Administrative Agent
prompt notice thereof.


 


“JPMorgan
Chase” means JPMorgan Chase Bank, N.A.


 


“Judgment
Currency” has the meaning set forth in Section 10.25(b).


 


“Laws”
or “Law” means all international, foreign, federal, state and local statutes, treaties, rules, regulations, ordinances,
codes and administrative or judicial precedents or authorities, including, if consistent therewith, the interpretation or administration
thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof.


 


“Lender”
means each lender from time to time party hereto and, as the context requires, each Issuing Lender, each New Lender and each New
Extending Lender, and, subject to the terms and conditions of this Agreement, their respective successors and assigns (but not
any purchaser of a participation hereunder unless otherwise a party to this Agreement).


 


“Lender
Party” means any Agent, any Issuing Lender or any Lender.


 


“Lending
Office” means, as to any Lender, the office or offices of such Lender described as such on its Administrative Questionnaire,
or such other office or offices as such Lender may from time to time notify Administrative Agent and Borrower.


 


“Letter
of Credit” means any letter of credit issued or deemed to be issued hereunder, including the Existing Letters of Credit.


 


“Letter
of Credit Action” means the issuance, supplement, amendment, renewal, extension, modification or other action relating to
a Letter of Credit hereunder.


 


“Letter
of Credit Application” means an application for a Letter of Credit Action from time to time in use by an Issuing Lender.


 


“Letter
of Credit Cash Collateral Account” means a blocked deposit account at JPMorgan Chase in which Borrower hereby grants a security
interest to Administrative Agent, for the benefit of the Lenders and the Issuing Lenders (in each case with respect to each such
Person’s interest in the applicable Letter of Credit), as security for Letter of Credit Usage and with respect to which
Borrower agrees to execute and deliver from time to time such documentation as Administrative Agent may reasonably request to
further assure and confirm such security interest.


 


“Letter
of Credit Commitment” means, for each Issuing Lender, the amount set forth under the heading “Letter of Credit
Commitment” opposite such Lender’s name on Schedule 2.03 as such


 




    17 


     


    

Schedule may be modified from
time to time, and as such amount may be reduced or adjusted from time to time in accordance with the terms of this Agreement.


 


“Letter
of Credit Expiration Date” means the date that is five Business Days prior to the Revolving Termination Date.


 


“Letter
of Credit Sublimit” means, at any date of determination, an amount equal to the lesser of (a) the combined Revolving Commitments
minus the aggregate amount of all outstanding Loans and (b) $1,000,000,000, as such amount may be reduced from time to time in
accordance with the terms of this Agreement.


 


“Letter
of Credit Usage” means, as of any date of determination, the aggregate undrawn face or available Dollar Amount of outstanding
Letters of Credit plus the aggregate Dollar Amount of all drawings under the Letters of Credit not reimbursed by Borrower or converted
into Revolving Loans.


 


“Leverage
Ratio” means, at any date of determination, the ratio of (a) Consolidated Total Indebtedness as of such date minus
up to $1,000,000,000 of unrestricted cash and cash equivalents on the balance sheet of Borrower and its Restricted Subsidiaries
on or as of such date to (b) Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis.;
provided that, at any time after (x) in connection with the Target Acquisition or with respect to any acquisition that is a Material
Acquisition in accordance with clause (ii) of the definition thereof to which the United Kingdom City Code on Takeovers and Mergers
(or any comparable laws, rules or regulations in any other jurisdiction) applies, the date on which (i) the Rule 2.7 Announcement
is issued in connection with the Target Acquisition or (ii) a “Rule 2.7 announcement” of a firm intention to make
an offer in respect of a target of such Material Acquisition (or the equivalent notice under such comparable laws, rules or regulations
in such other jurisdiction) is issued or (y) in connection with any acquisition that is a Material Acquisition in accordance with
clause (ii) of the definition thereof, the date a definitive agreement for such Material Acquisition shall have been executed
(or, in the case of a Material Acquisition in the form of a tender offer or similar transaction, after the offer shall have been
launched) and prior to the consummation of such Material Acquisition (or termination of the definitive documentation in respect
thereof (or such later date as such indebtedness ceases to constitute Acquisition Debt as set forth in the definition of “Acquisition
Debt”)), any Acquisition Debt to the extent the proceeds of such Acquisition Debt are held in escrow or held on the balance
sheet of Borrower or any of its Restricted Subsidiaries (or an Unrestricted Subsidiary, so long as, in the good faith determination
of Borrower, such Unrestricted Subsidiary is expected to become a Restricted Subsidiary in connection with the consummation of
such Material Acquisition) shall be excluded from the determination of the Leverage Ratio.


 


“Lien”
means any mortgage, pledge, hypothecation, assignment, encumbrance, lien (statutory or other), charge or other security interest
(including any conditional sale or other title retention agreement, any financing lease or Sale-Leaseback Transaction having substantially
the same economic effect as any of the foregoing, and the filing of any financing statement under the Uniform Commercial Code
or comparable Laws of any jurisdiction), including the interest of a purchaser of accounts receivable; provided that Liens
shall not include ordinary and customary contractual set off rights.


 


“Loan”
means any advance made by any Lender to Borrower as provided in Section 2 (collectively, the “Loans”).


 


“Loan
Documents” means this Agreement, the Guarantee Agreement, each Note, each Letter of Credit Application, each Request for
Extension of Credit, each Compliance Certificate, each fee letter and each other instrument or agreement from time to time delivered
by any Loan Party pursuant to this Agreement (including, without limitation,
Amendment No. 1).


 




    18 


     


    

“Loan
Parties” means Borrower and each of its Subsidiaries that is a party to a Loan Document.


 


“Major
Event of Default” means an Event of Default arising from any of the following with respect to Borrower and the Guarantors
only (and not, for the avoidance of doubt, (a) in relation to any other Subsidiary of Borrower or the Target Group or (b) in
respect of any obligation to procure any action by any other Subsidiary of Borrower or the Target Group):


 


(i)       any
circumstance constituting an Event of Default under Section 8.01(a);


 


(ii)       any
circumstance constituting an Event of Default under Section 8.01(b);


 


(iii)       any
circumstance constituting an Event of Default under Section 8.01(c), but solely as it relates to the failure to perform or observe
any of covenants set forth in Section 7.03 (Fundamental Changes);


 


(iv)       any
circumstance constituting an Event of Default under Section 8.01(d), but solely as it relates to the failure to perform or observe
any of the covenants set forth in Section 6.04 (Preservation of Existence) but only insofar as it refers to “existence”
therein, 7.01 (Liens) or 7.05 (Anti-Corruption Laws and Sanctions);


 


(v)       any
circumstance constituting an Event of Default under Section 8.01(e), but solely as it relates to the inaccuracy of any representation
or warranty set forth in Section 5.01 (Existence and Qualification; Compliance with Laws), 5.02 (Power; Authorization;
Enforceable Obligations), 5.03(a)(i), (ii) and (iii) (No Legal Bar) (but only in respect of Section 5.03(iii)
with respect to any Contractual Obligation that is Indebtedness for borrowed money incurred or issued by a Loan Party in an aggregate
principal amount equal to or greater than the Threshold Amount) or 5.06 (Use of Proceeds) (solely with respect to the second
sentence thereof); 


 


(vi)       any
circumstance constituting an Event of Default under Section 8.01(g); and


 


(vii)       any
circumstance constituting an Event of Default under Section 8.01(i) (but excluding, in relation to involuntary proceedings, any
Event of Default caused by a frivolous or vexatious (and, in either case, lacking in merit) action, proceeding or petition in
respect of which no order or decree in respect of such involuntary proceeding shall have been entered).


 


“Margin”
means, with respect to any Competitive Loan bearing interest at a rate based on the Eurodollar Rate, the marginal rate of interest,
if any, to be added to or subtracted from the Eurodollar Rate to determine the rate of interest applicable to such Loan, as specified
by the Lender making such Loan in its related Competitive Bid.


 


“Material
Acquisition” means any Acquisition (the “Subject Acquisition”) (i) made at a time when the Leverage Ratio is
in excess of 4.5 to 1.0 or (ii) that has an Annualized Acquisition Cash Flow Value (as defined below) for the period ended on
the last day of the fiscal quarter most recently ended that is greater than five percent (5%) of the Annualized EBITDA of Borrower
and its Restricted Subsidiaries, on a consolidated basis, for the same period. The “Annualized Acquisition Cash Flow Value”
is an amount equal to (a) the Annualized EBITDA of the assets comprising the Subject Acquisition less (b) the Annualized EBITDA
of any assets disposed of by Borrower or any Restricted Subsidiary (other than to Borrower or any Restricted Subsidiary) in connection
with the Subject Acquisition.


 




    19 


     


    

“Material
Adverse Effect” means any set of circumstances or events which (a) has or would reasonably be expected to have a material
adverse effect upon the validity or enforceability against Borrower or any Guarantor that is a Significant Subsidiary of any Loan
Document or (b) has had or would reasonably be expected to have a material adverse effect on the ability of Borrower and Guarantors,
taken as a whole, to perform their payment obligations under any Loan Document.


 


“Material
Debt” means Indebtedness for borrowed money incurred or issued by Borrower in an aggregate principal amount equal to or
greater than $500,000,000.


 


“Material
Disposition” means any Disposition (the “Subject Disposition”) (i) made at a time when the Leverage Ratio is
in excess of 4.5 to 1.0 or (ii) that has an Annualized Disposition Cash Flow Value (as defined below), for the period ended on
the last day of the fiscal quarter most recently ended that is greater than five percent (5%) of the Annualized EBITDA of Borrower
and its Restricted Subsidiaries, on a consolidated basis, for the same period. The “Annualized Disposition Cash Flow Value”
is an amount equal to (a) the Annualized EBITDA of the assets comprising the Subject Disposition less (b) the Annualized EBITDA
of any assets acquired by Borrower or any Restricted Subsidiary (other than from Borrower or any Restricted Subsidiary) in connection
with the Subject Disposition.


 


“Materially
Adverse Amendment” means a modification, amendment or waiver to or of the terms or conditions of any Target Acquisition
Document that is, when compared to the terms and conditions that are included in the initial Rule 2.7 Announcement, materially
prejudicial to the interests of the Lenders (taken as a whole), it being acknowledged that (a) a waiver of a pre-condition
which then becomes a condition to be satisfied in connection with the Target Acquisition or an increase to the price of the Target
Acquisition would not be materially prejudicial to the interests of the Lenders (taken as a whole), and (b) any modification,
amendment or waiver required by the Takeover Code, the Panel, any other competent regulatory body or by a court of competent jurisdiction
shall not be a Materially Adverse Amendment.


 


“Minimum
Amount” means, with respect to each of the following actions, the minimum amount and any multiples in excess thereof set
forth opposite such action:


 


	Type
    of Action	Minimum
    Amount	Multiples
    in excess thereof
	 	 	 
	Borrowing
    or prepayment of, or Conversion into, Base Rate Loans	$10,000,000	$1,000,000
	Borrowing,
    prepayment or Continuation of, or Conversion into, Eurodollar Rate Loans	$10,000,000 

        and,
in the case of Loans denominated in a currency other than Dollars, as applicable: 

        C$10,000,000 

        €10,000,000 

        £10,000,000 

        ¥1,000,000,000 
	$1,000,000 

        and,
in the case of Loans denominated in a currency other than Dollars, as applicable: 

        C$1,000,000 

        €1,000,000 

        £1,000,000 

        ¥100,000,000 

	Borrowing
    of Competitive Loans	$10,000,000	$1,000,000
	Letter
    of Credit Action	$5,000	None
	Reduction
    in Revolving Commitments	$25,000,000	$5,000,000
	Assignments	$5,000,000 

        and,
in the case of Loans 
	None




    20 


     


    

	 	denominated
in a currency other than Dollars, as applicable: 

        C$5,000,000 

        €5,000,000 

        £5,000,000 

        ¥500,000,000 
	 


 


“Moody’s”
means Moody’s Investors Service, Inc., or its successor, or if it is dissolved or liquidated or no longer performs the functions
of a securities rating agency, such other nationally recognized securities rating agency agreed upon by Borrower and Administrative
Agent and approved by Required Lenders.


 


“Multiemployer
Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA.


 


“New
Extending Lender” has the meaning set forth in Section 2.01(e).


 


“New
Lender” has the meaning set forth in Section 2.01(c).


 


“New
Lender Supplement” has the meaning set forth in Section 2.01(c).


 


“Non-Excluded
Taxes” has the meaning set forth in Section 3.01(a).


 


“Notes”
means the collective reference to any promissory note evidencing Loans.


 


“Notice
Date” has the meaning set forth in Section 2.01(e).


 


“NYFRB”
means the Federal Reserve Bank of New York.


 


“Obligations”
means all advances to, and debts, liabilities, and payment obligations of, Borrower arising under any Loan Document, whether direct
or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter
arising and including interest that accrues after the commencement of any proceeding under any Debtor Relief Laws by or against
Borrower.


 


“Offer”
means a public offer by, or made on behalf of, Borrower in accordance with the Takeover Code and the provisions of the Companies
Act for Borrower (or a Subsidiary thereof, including Bidco) to acquire all of the shares of the Target not owned, held or agreed
to be acquired by Borrower (or a Subsidiary thereof, including Bidco).


 


“Offer
Documents” means (a) any Offer Press Release, (b) any document published in accordance with the Takeover Code pursuant to
which an Offer is made to the shareholders of the Target (including, without limitation, any revision to an Offer and any alternative
Offer) and (c) any other document designated in writing as such by Borrower and Administrative Agent.


 


“Offer
Press Release” means a press release announcing, in compliance with Rule 2.7, a firm intention to make an Offer or, as the
case may be, a switch to an Offer in accordance with Section 8 of Appendix 7 to the Takeover Code.


 


“Other
Taxes” has the meaning set forth in Section 3.01(b).


 




    21 


     


    

“Outstanding
Revolving Obligations” means, as of any date, and giving effect to making any Extension of Credit requested on such date
and all payments, repayments and prepayments made on such date, (a) when reference is made to all Lenders, the sum of (i) the
aggregate outstanding principal amount of all Revolving Loans and (ii) all Letter of Credit Usage, and (b) when reference is made
to one Lender, the sum of (i) the aggregate outstanding principal amount of all Revolving Loans made by such Lender and (ii) such
Lender’s ratable participation in all Letter of Credit Usage.


 


“Panel”
means The Panel on Takeovers and Mergers established in 1968 and designated as the supervisory authority in the United Kingdom
to carry out certain regulatory functions in relation to takeovers pursuant to the EU Directive on Takeover Bids (2004/25/EC).


 


“Participant
Register” has the meaning set forth in Section 10.04(d).


 


“PATRIOT
Act” has the meaning set forth in Section 10.24.


 


“PBGC”
means the Pension Benefit Guaranty Corporation or any successor thereto established under ERISA.


 


“Permanent
Financing” means the issuance of debt securities by Borrower or a Subsidiary thereof, through a public offering or in a
private placement, the proceeds of which are used (in whole or in part) to consummate the Target Acquisition or to replace or
refinance some or all of the Bridge Loans.


 


“Person”
means any individual, trustee, corporation, general partnership, limited partnership, limited liability company, joint stock company,
trust, unincorporated organization, bank, business association, firm, joint venture or Governmental Authority.


 


“Plan”
means any “employee pension benefit plan” (as such term is defined in Section 3(2) of ERISA), other than a Multiemployer
Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower
or any ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple employer plan (as described
in Section 4064(a) of ERISA) has made contributions at any time during the immediately preceding five plan years.


 


“Platform”
means Debt Domain, Intralinks, Syndtrak or a substantially similar electronic transmission system.


 


“PTE”
means a prohibited transaction class exemption issued by the U.S. Department of Labor, as any such exemption may be amended from
time to time.


 


“Reference
Statements” means the financial statements described in Section 4.01(d).


 


“Refund
Repayment Requirement” has the meaning set forth in Section 3.01(e).


 


“Register”
has the meaning set forth in Section 2.07(b).


 


“Request
for Extension of Credit” means, unless otherwise specified herein, (a) with respect to a Borrowing, Conversion or Continuation
of Loans (other than Competitive Loans), a written request substantially in the form of Exhibit B, (b) with respect to a Letter
of Credit Action, a Letter of Credit Application, duly completed and signed by a Responsible Officer of Borrower and delivered
by Requisite Notice and (c) with respect to a Borrowing of Competitive Loans, a Competitive Bid Request, duly completed and signed
by a Responsible Officer of Borrower and delivered by Requisite Notice.


 




    22 


     


    

“Required
Lenders” means, as of any date of determination, Lenders (excluding any Lender that is a Defaulting Lender, until all matters
that caused such Lender to be a Defaulting Lender have been remedied) holding more than 50% of: (a) the combined Revolving Commitments
(excluding the Revolving Commitment of any Lender that is a Defaulting Lender, until all matters that caused such Lender to be
a Defaulting Lender have been remedied) then in effect and (b) if the Revolving Commitments have then been terminated and there
are Outstanding Revolving Obligations, the Outstanding Revolving Obligations.


 


“Requisite
Notice” means a notice delivered in accordance with Section 10.02.


 


“Requisite
Time” means, with respect to any of the actions listed below, the time and date set forth below opposite such action:


 


	Type
    of Action	Applicable
    Time	Date
    of Action
	Delivery
    of Request for Extension of Credit for, or notice for, or determination of any Screen Rate related to:	 	 
	Borrowing
    or prepayment of Base Rate Loans	11:00
    a.m.	Same
    Business Day as such Loans Borrowing or prepayment
	Conversion
    into Base Rate Loans	11:00
    a.m.	Same
    Business Day as such Conversion
	Borrowing,
    prepayment or Continuation of, or Conversion into, Eurodollar Rate Loans (other than Competitive Loans) denominated in Canadian
    Dollars, and CDOR	10:00
    a.m.	3 Business Days prior
        to such prepayment, Borrowing, Continuation or Conversion

         

        Determination of a Screen
        Rate at 11:30 a.m. 2 Business Days prior to the requested Borrowing, Continuation or Conversion

        

	Borrowing,
    prepayment or Continuation of, or Conversion into, Eurodollar Rate Loans (other than Competitive Loans) denominated in Dollars
    	11:00
    a.m.	3 Business Days prior
        to such prepayment, Borrowing, Continuation or Conversion

         

        Determination of a Screen
        Rate at 11:00 a.m. (London Time) 2 Business Days prior to the requested Borrowing, Continuation or Conversion

        

	Borrowing,
    prepayment or Continuation of, or Conversion into, Eurodollar Rate Loans (other than Competitive Loans) denominated in Euros,
    and EURIBOR	10:00
    a.m.	3 Business Days prior
        to such prepayment, Borrowing, Continuation or Conversion

         

        Determination
        of a Screen Rate 11:00 a.m. (London Time) 2
        Business Days prior to the requested Borrowing, Continuation or Conversion 

        





    23 


     


    

	Type
    of Action	Applicable
    Time	Date
    of Action



	Borrowing,
    prepayment or Continuation of, or Conversion into, Eurodollar Rate Loans (other than Competitive Loans) denominated in Sterling
    	10:00
    a.m.	3 Business Days prior
        to such prepayment, Borrowing, Continuation or Conversion

         

        Determination
        of a Screen Rate 11:00 a.m. (London Time) on
        the first Business Day of such requested Borrowing, Continuation or Conversion

        

	Borrowing,
    prepayment or Continuation of, or Conversion into, Eurodollar Rate Loans (other than Competitive Loans) denominated in Yen	10:00
    a.m.	4 Business Days prior
        to such prepayment, Borrowing, Continuation or Conversion

         

        Determination
        of a Screen Rate 11:00 a.m. (London Time) 2
        Business Days prior to the requested Borrowing, Continuation or Conversion 

        

	Letter
    of Credit Action	11:00
    a.m.	2
    Business Days prior to such action (or such lesser time as is acceptable to an Issuing Lender)
	Voluntary
    reduction in or termination of Revolving Commitments	11:00
    a.m.  	3
    Business Days prior to such reduction or termination
	Payments
    by Lenders or Borrower to Administrative Agent (other than Payments by Lenders to Administrative Agent of Base Rate Loans)
    	1:00
    p.m.	On
    the date payment is due
	Payments
    by Lenders to Administrative Agent of Base Rate Loans	2.00
    p.m.	On
    the date payment is due 
	Borrowing
    of Fixed Rate Loans	11:00
    a.m.	1
    Business Days prior to such Borrowing
	Borrowing
    of Competitive Loans that are Eurodollar Rate Loans	11:00
    a.m.	4
    Business Days prior to such Borrowing


 


“Responsible
Officer” means, as to any Person, the president, any vice president, the controller, the chief financial officer, the treasurer
or any assistant treasurer of such Person. Any document or certificate hereunder that is signed by a Responsible Officer of a
particular Loan Party shall be conclusively presumed to have been authorized by all necessary corporate action on the part of
such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.


 


“Restricted
Group” means, collectively, Borrower and the Restricted Subsidiaries.


 


“Restricted
Subsidiary” means each Subsidiary of Borrower that is not an Unrestricted Subsidiary.


 




    24 


     


    

“Revolving
Commitment” means, for each Lender, the amount set forth under the heading “Revolving Commitment” opposite such
Lender’s name on Schedule 2.01 or in the Assignment and Assumption or New Lender Supplement pursuant to which such Lender
became a party to this Agreement, as such amount may be reduced or adjusted from time to time in accordance with the terms of
this Agreement (collectively, the “combined Revolving Commitments”). As of the Effective Date, the amount of the Revolving
Commitments of all Lenders is $7,000,000,000.


 


“Revolving
Commitment Period” means the period from and including the Effective Date to the Revolving Termination Date, the Extended
Revolving Termination Date or the Second Extended Revolving Termination Date, as applicable.


 


“Revolving
Facility” means the Revolving Commitments and the Extensions of Credit made thereunder.


 


“Revolving
Loans” has the meaning set forth in Section 2.01.


 


“Revolving
Percentage” means, as to any Lender at any time, the percentage which such Lender’s Revolving Commitment then constitutes
of the combined Revolving Commitments or, at any time after the Revolving Commitments shall have expired or terminated, the percentage
which the aggregate principal amount of such Lender’s Revolving Loans then outstanding constitutes of the aggregate principal
amount of the Revolving Loans then outstanding.


 


“Revolving
Termination Date” means (a) the fifth anniversary of the Effective Date; provided that with respect to the Revolving
Commitments, if any, that are extended pursuant to Section 2.01(e), the Revolving Termination Date shall mean the Extended Revolving
Termination Date or the Second Extended Revolving Termination Date, as applicable, or (b) such earlier date upon which the combined
Revolving Commitments may be terminated in accordance with the terms of this Agreement.


 


“Rule
2.7” means Rule 2.7 of the Takeover Code.


 


“Rule
2.7 Announcement” means (in relation to a Scheme) a Scheme Press Release or (in relation to an Offer) an Offer Press Release.


 


“S&P”
means Standard & Poor’s Ratings Services, a division of S&P Global, Inc., or its successor, or if it is dissolved
or liquidated or no longer performs the functions of a securities rating agency, such other nationally recognized securities rating
agency agreed upon by Borrower and Administrative Agent and approved by Required Lenders.


 


“Sale-Leaseback
Transaction” means any arrangement whereby Borrower or any Restricted Subsidiary shall sell or transfer any property, real
or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease property that
it intends to use for substantially the same purpose or purposes as the property sold or transferred.


 


“Sanctions”
means all economic or financial sanctions or trade embargoes imposed, administered or enforced from time to time by (a) the U.S.
government, including those administered by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”)
or the U.S. Department of State, (b) the United Nations Security Council, the European Union or Her Majesty’s Treasury of
the United Kingdom.


 




    25 


     


    

“Sanctioned
Country” means, at any time, a country, region or territory which is itself the subject or target of any Sanctions (at the
time of this Agreement, Crimea, Cuba, Iran, North Korea, Sudan and Syria).


 


“Sanctioned
Person” means, at any time, (a) any Person listed in any Sanctions-related list of designated Persons maintained by the
Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State, or by the United Nations
Security Council, the European Union, or Her Majesty’s Treasury of the United Kingdom (b) any Person located, organized
or resident in a Sanctioned Country (except any U.S. Person with a location in a Sanctioned Country pursuant to an OFAC license),
or (c) any Person owned fifty percent or more or Controlled by any Person or Persons described in clause (a) or (b).


 


“Scheme”
means a scheme of arrangement made pursuant to Part 26 of the Companies Act between the Target and the holders of the Target shares
in relation to the transfer of the entire issued share capital of the Target to Bidco (or another Subsidiary of Borrower) as contemplated
by a Scheme Circular (as such Scheme Circular may be amended in accordance with the terms of this Agreement) as such Scheme may
from time to time be amended, added to, revised, renewed or waived in accordance with this Agreement.


 


“Scheme
Circular” means any circular to the shareholders of the Target to be issued by the Target setting out the proposals for
any Scheme.


 


“Scheme
Documents” means (a) any Scheme Press Release, (b) the Scheme Circular (if any) and (c) any other document designated in
writing as such by Borrower and Administrative Agent.


 


“Scheme
Effective Date” means the date on which a copy of the High Court order sanctioning a Scheme is duly filed on behalf of the
Target with the Registrar of Companies in accordance with section 899 of the Companies Act.


 


“Scheme
Press Release” means a press release to be issued by or on behalf of Borrower or the Target announcing, in compliance with
Rule 2.7, a firm intention to make an offer which is to be implemented by means of a Scheme or, as the case may be, a switch to
a Scheme in accordance with Section 8 of Appendix 7 of the Takeover Code.


 


“Screen
Rate” means:


 


(a)       in
relation to CDOR, with respect to any Interest Period, (i) the annual rate of interest determined with reference to the arithmetic
average of the discount rate quotations of all institutions listed for Canadian Dollar-denominated bankers’ acceptances
with a tenor equal to such Interest Period displayed and identified as such on the CDOR page of the Reuters screen (or on any
successor or substitute page on such screen or service that displays such rate, or on the appropriate page of such other information
service that publishes such rate as shall be selected by Administrative Agent from time to time in its reasonable discretion)
as of the applicable Requisite Time for such Interest Period (as adjusted by Administrative Agent after the Requisite Time to
reflect any error in the posted rate of interest or in the posted average annual rate of interest);


 


(b)       in
relation to EURIBOR, the euro interbank offered rate administered by the Banking Federation of the European Union (or any other
Person which takes over the administration of that rate) for the relevant period displayed on page EURIBOR01 of the Reuters screen
(or any replacement Reuters page which displays that rate, or, in the event such rate does not appear on a Reuters page or screen,
on any successor or substitute page on such screen that


 




    26 


     


    

displays
such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected
by Administrative Agent in its reasonable discretion) as of the applicable Requisite Time for such Interest Period; and


 


(c)       in
relation to any Borrowing, Continuation or Conversion of a Loan denominated in Dollars, Sterling or Yen, the London interbank
offered rate as administered by the ICE Benchmark Administration Limited (or any other person which takes over the administration
of that rate) for the applicable currency as appearing on the Reuters Screen LIBOR01 Page or Reuters Screen LIBOR02 Page (or,
in the event such rate does not appear on a Reuters page or screen, on any successor or substitute page on such screen that displays
such rate, or on the appropriate page of such other information service that publishes such rate from time to time as selected
by Administrative Agent in its reasonable discretion for deposits in the applicable currency) (for delivery on the first day of
such Interest Period) with a term equivalent to such Interest Period as of the applicable Requisite Time for such Interest Period;


 


provided,
however, that if any Screen Rate shall be less than zero, such Screen Rate shall be deemed to be zero for purposes of this Agreement.


 


“Second
Extended Revolving Termination Date” has the meaning set forth in Section 2.01(e).


 


“Significant
Subsidiary” means (i) for so long as each shall remain a Guarantor hereunder,
Comcast Cable Communications, LLC and NBCUniversal Media, LLC and (ii) any other Restricted Subsidiary whose Annualized EBITDA
was greater than 5% of the Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for the period
of two fiscal quarters ended on the last day of the fiscal quarter most recently ended, or whose assets comprised more than 5%
of the total assets of Borrower and its Restricted Subsidiaries, on a consolidated basis, as of the last day of the fiscal quarter
most recently ended.


 


“Sterling”
and “£” means lawful money of the United Kingdom.


 


“Subsidiary”
of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority
of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body
(other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially
owned, directly or indirectly, through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references
to a “Subsidiary” or to “Subsidiaries” in this Agreement shall refer to a Subsidiary or Subsidiaries of
Borrower.


 


“Syndication
Agent” has the meaning set forth in the introductory paragraph hereto.


 


“Takeover
Code” means the City Code on Takeovers and Mergers (as amended) issued by the Panel.


 


“TARGET”
means the Trans-European Automated Real-time Gross settlement Express Transfer system.


 


“Target”
means Sky plc, incorporated in England and Wales with registered number 02247735.


 




    27 


     


    

“Target
Acquisition” means the acquisition by Borrower or one of its Subsidiaries (which may include Bidco) of at least a majority
of the share capital of the Target. For the avoidance of doubt, the Target Acquisition may, at Borrower’s election, involve
acquisition of greater than a majority of the share capital of the Target and may be consummated in several stages.


 


“Target
Acquisition Documents” means any Rule 2.7 Announcement, any Offer Documents, any Scheme Documents and any other document
designated in writing by Borrower and Administrative Agent as a “Target Acquisition Document” from time to time.


 


“Target
Group” means the Target and its Subsidiaries.


 


“Term
Loan Credit Agreement” means that certain Term Loan Credit Agreement dated as of April 25, 2018, by and among Comcast Corporation,
the lenders party thereto, Bank of America, N.A., as administrative agent, and Wells Fargo Bank, National Association, as syndication
agent.


 


“Term
Loan Documents” means the Loan Documents (as defined in the Term Loan Credit Agreement).


 


“Term
Loans” means the Loans (as defined in the Term Loan Credit Agreement).


 


“Threshold
Amount” means $500,000,000.


 


“Transaction
Costs” means all fees, costs and expenses incurred or payable by Borrower or any of its Subsidiaries in connection with
the Transactions.


 


“Transactions”
means, collectively, (a) the execution, delivery and performance by each Loan Party of the Term Loan Documents to which it is
to be a party and the borrowing of the Term Loans on the Initial Term Closing Date or at any time thereafter, (b) the execution,
delivery and performance by each Loan Party of the Bridge Loan Documents to which it is to be a party and the borrowing of the
Bridge Loans on the Initial Bridge Closing Date or at any time thereafter, (c) the execution, delivery and performance by each
Loan Party of Amendment No. 1 and any related documents, (d) any Permanent Financing transaction and/or the incurrence of any
other interim financing for the Target Acquisition and any refinancing thereof, (e) the consummation of the Target Acquisition
(including any acquisition of Target shares after the Amendment No. 1 Effective Date) and (f) the payment of the Transaction Costs.


 


“type”
of Loan means (a) as to any Revolving Loan, its nature as a Base Rate Loan or a Eurodollar Rate Loan and (b) as to any Competitive
Loan, its nature as a Eurodollar Rate Loan or a Fixed Rate Loan.


 


“Unrestricted
Subsidiary” means any Subsidiary of Borrower designated as an “Unrestricted Subsidiary” from time to time in
accordance with Section 6.08. Until so designated, each Subsidiary of Borrower shall be a Restricted Subsidiary.


 


“U.S.
Tax Compliance Certificate” has the meaning set forth in Section 10.20(a).


 


“Write-Down
and Conversion Powers” means, with respect to any EEA Resolution Authority, the write-down and conversion powers of such
EEA Resolution Authority from time to time under the Bail-In Legislation for the applicable EEA Member Country, which write-down
and conversion powers are described in the EU Bail-In Legislation Schedule.


 


“Yen”
and “¥” means lawful money of Japan.


 




    28 


     


    

1.02     Use
of Certain Terms.


 


(a)       All
terms defined in this Agreement shall have the defined meanings when used in any certificate or other document made or delivered
pursuant hereto or thereto, unless otherwise defined therein.


 


(b)       As
used herein, unless the context requires otherwise, the masculine, feminine and neuter genders and the singular and plural include
one another.


 


(c)       The
words “herein” and “hereunder” and words of similar import when used in any Loan Document shall refer
to the applicable Loan Document as a whole and not to any particular provision thereof. The term “including” is by
way of example and not limitation. References herein to a Section, subsection or clause shall, unless the context otherwise requires,
refer to the appropriate Section, subsection or clause in this Agreement.


 


(d)       The
term “or” is disjunctive; the term “and” is conjunctive. The term “shall” is mandatory; the
term “may” is permissive.


 


Accounting
Terms. All accounting terms not specifically or completely defined in this Agreement shall be construed in conformity with,
and all financial data required to be submitted by this Agreement shall be prepared in conformity with, GAAP applied on a consistent
basis, as in effect from time to time in the United States; provided that if Borrower notifies Administrative Agent that
Borrower requests an amendment to any provision hereof to eliminate the effect of any change occurring after the Effective Date
in GAAP or in the application thereof on the operation of such provision, then (a) regardless of whether such any such notice
is given before or after such change in GAAP or the application thereof, then such provision shall be interpreted on the basis
of GAAP as in effect and applied immediately before such change shall have become effective until such notice shall have been
withdrawn or such provision amended in accordance herewith and (b) Administrative Agent and Borrower shall negotiate in good faith
to determine such adjustments and amendments to the applicable terms and definitions as to make them consistent with the intent
hereof, and promptly upon Borrower and Administrative Agent reaching such agreement, Administrative Agent shall notify Lenders
of such adjustments and amendments, which shall be conclusive and effective as amendments hereunder, unless Required Lenders object
to such adjustments within 30 days of receipt of notice.


 


Each Compliance
Certificate shall be prepared in accordance with this Section 1.03, except for the exclusion of Unrestricted Subsidiaries from
the calculations therein. Notwithstanding anything to the contrary contained herein, references herein to “Borrower and
its Restricted Subsidiaries on a consolidated basis” shall be deemed to refer to Borrower and its Restricted Subsidiaries
without taking into account the results or financial position of any Unrestricted Subsidiary and without taking into account any
interest of Borrower or any of its Restricted Subsidiaries in any Unrestricted Subsidiary. Without limiting the foregoing, for
purposes of determining compliance with any provision of this Agreement and any related definitions, the determination of whether
a lease is to be treated as an operating lease or capital lease shall be made without giving effect to any change in GAAP that
becomes effective on or after the date hereof that would require operating leases to be treated similarly to capital leases, including
as a result of the implementation of proposed ASU Topic 840, or any successor or similar proposal. Notwithstanding any other provision
contained herein, all terms of an accounting or financial nature used herein shall be construed, and all computations of amounts
and ratios referred to herein shall be made, without giving effect to any election under Financial Accounting Standards Board
Accounting Standards Codification 825 (or any other Financial Accounting Standard having a similar result or effect) to value
any Indebtedness or other liabilities of Borrower or any Subsidiary at “fair value”, as defined therein.


 




    29 


     


    

1.04     Rounding.
Any financial ratios required to be maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate
component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed
in this Agreement and rounding the result up or down to the nearest number (with a round-up if there is no nearest number) to
the number of places by which such ratio is expressed in this Agreement.


 


1.05     Exhibits
and Schedules. All exhibits and schedules to this Agreement, either as originally existing or as the same may from time to
time be supplemented, modified or amended, are incorporated herein by this reference. A matter disclosed on any Schedule shall
be deemed disclosed on all Schedules.


 


1.06     References
to Agreements and Laws. Unless otherwise expressly provided herein, (a) references to agreements (including the Loan Documents)
and other contractual instruments shall include all amendments, restatements, extensions, supplements and other modifications
thereto (unless prohibited by any Loan Document), and (b) references to any Law shall include all statutory and regulatory provisions
consolidating, amending, replacing, supplementing or interpreting such Law.


 


1.07     Pro Forma
Calculations. For the purposes of calculating Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated
basis, for any period (a “Test Period”), (i) if at any time from the period commencing on the first day of such Test
Period and ending on the last day of such Test Period (or, in the case of any pro forma calculation required to be made pursuant
hereto in respect of the designation of a Restricted Subsidiary as an Unrestricted Subsidiary that is a Material Disposition or
the designation of an Unrestricted Subsidiary as a Restricted Subsidiary that is a Material Acquisition, ending on the date such
Material Disposition or Material Acquisition is consummated after giving effect thereto), Borrower or any Restricted Subsidiary
shall have made any Material Disposition, the Annualized EBITDA for such Test Period shall be reduced by an amount equal to the
Annualized EBITDA (if positive) for such Test Period attributable to the assets which are the subject of such Material Disposition
or increased by an amount equal to the Annualized EBITDA (if negative) for such Test Period attributable to such assets; (ii)
if during such Test Period Borrower or any Restricted Subsidiary shall have made a Material Acquisition, Annualized EBITDA of
Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall be calculated after giving pro forma
effect thereto (including the incurrence or assumption of any Indebtedness in connection therewith) as if such Material Acquisition
(and the incurrence or assumption of any such Indebtedness) occurred on the first day of such Test Period; and (iii) if during
such Test Period any Person that subsequently became a Restricted Subsidiary or was merged with or into Borrower or any Restricted
Subsidiary since the beginning of such Test Period shall have entered into any Material Disposition or Material Acquisition that
would have required an adjustment pursuant to clause (i) or (ii) above if made by Borrower or a Restricted Subsidiary during such
Test Period, Annualized EBITDA of Borrower and its Restricted Subsidiaries, on a consolidated basis, for such Test Period shall
be calculated after giving pro forma effect thereto as if such Material Disposition or Material Acquisition occurred on the first
day of such Test Period. For the purposes of this section, whenever pro forma effect is to be given to a Material Disposition
or Material Acquisition and the amount of income or earnings related thereto, the pro forma calculations shall be determined in
good faith by a Responsible Officer of Borrower. Comparable adjustments shall be made in connection with any determination of
Annualized EBITDA.


 


SECTION
2



THE REVOLVING COMMITMENTS AND EXTENSIONS OF CREDIT


 


2.01     Amount and Terms of Revolving Commitments.


 




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(a)       Subject
to the terms and conditions set forth in this Agreement, during the Revolving Commitment Period, each Lender severally agrees
to make, Convert and Continue revolving credit loans (“Revolving Loans”) in Dollars or any Alternative Currency in
such amounts as Borrower may from time to time request; provided, however, that (i) the Dollar Amount of the Outstanding
Revolving Obligations of each Lender shall not exceed such Lender’s Revolving Commitment at any time, (ii) the Dollar Amount
of the Outstanding Revolving Obligations of all Lenders plus the aggregate principal amount of all outstanding Competitive Loans
shall not exceed the combined Revolving Commitments at any time. The Revolving Facility is a revolving credit and, subject to
the foregoing and the other terms and conditions hereof, Borrower may borrow, Convert, Continue, prepay and reborrow Revolving
Loans as set forth herein without premium or penalty.


 


(b)       At
any time after the Effective Date, Borrower and any one or more Lenders (including any New Lender) may agree that such Lender
or Lenders shall make or increase the amount of their Revolving Commitments by executing and delivering to Administrative Agent
an Increased Revolving Commitment Activation Notice specifying the amount of such increase or new Revolving Commitment and the
applicable Increased Revolving Commitment Closing Date. Notwithstanding the foregoing, (i) at no time may the combined Revolving
Commitments exceed $10,000,000,000, (ii) Revolving Commitments may not be made or increased after the occurrence of a Default
or Event of Default that is continuing, including after giving effect to the incremental Revolving Commitments in question, and
(iii) any increase effected pursuant to this Section 2.01(b) shall be in a minimum amount of at least $25,000,000. No Lender shall
have any obligation to participate in any increase described in this Section 2.01(b) unless it agrees to do so in its sole discretion.


 


(c)       Any
additional bank or financial institution (each, a “New Lender”) that, in the case of an institution that is
not an Affiliate of a then-existing Lender, with the consent of Administrative Agent and each Issuing Lender (which consent, in
each case, shall not be unreasonably withheld), elects to become a “Lender” under this Agreement in connection with
an increase described in Section 2.01(b) shall execute a New Lender Supplement (each, a “New Lender Supplement”),
substantially in the form of Exhibit E-1, whereupon such bank or financial institution shall become a Lender for all purposes
and to the same extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement.


 


(d)       On
each Increased Revolving Commitment Closing Date on which there are Revolving Loans outstanding, each Lender (including any New
Lender) that has made or increased its Revolving Commitment shall make a Revolving Loan, the proceeds of which will be used to
prepay the Revolving Loans of other Lenders, so that, after giving effect thereto, the resulting Revolving Loans outstanding are
allocated among the Lenders on a pro rata basis based on the respective Revolving Percentages of the Lenders after giving effect
to the increase of Revolving Commitments pursuant to Section 2.01(b) on such Increased Revolving Commitment Closing Date.


 


(e)       Borrower
shall repay (i) all outstanding Revolving Loans made to it and all amounts funded by the Lenders as cash collateral pursuant to
Section 2.03(d) on the Revolving Termination Date, the Extended Revolving Termination Date or the Second Extended Revolving Termination
Date, as applicable, and (ii) the then unpaid principal amount of each Competitive Loan made to it on the last day of the Interest
Period applicable to such Loan. Borrower may request that the Revolving Commitments and Letter of Credit Commitments be extended
for additional one-year periods by providing written notice to Administrative Agent (“Notice Date”) not more than
two times prior to the Revolving Termination Date or the Extended Revolving Termination Date, as applicable. If a Lender or a
New Lender agrees, in its individual and sole discretion, to extend its Revolving Commitments and/or Letter of Credit Commitments
(such Lender or New Lender, an “Extending Lender” or “New Extending Lender”, as the case may be), it will
notify Administrative Agent in writing of its decision to do so and


 




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the maximum amount of Revolving
Commitments and, if applicable, Letter of Credit Commitments it agrees to so extend no later than 30 days after the applicable
Notice Date, which notice shall be irrevocable. Administrative Agent will notify Borrower, in writing, of the Lenders’ decisions
no later than 35 days after the applicable Notice Date (“Extension Effectiveness Date”). As of the Extension Effectiveness
Date, the Extending Lenders’ and the New Extending Lenders’ Revolving Commitments and Letter of Credit Commitments
will be extended for an additional year from the Revolving Termination Date (the “Extended Revolving Termination Date”)
or the Extended Revolving Termination Date (the “Second Extended Revolving Termination Date”), as applicable; provided
that (i) more than 50% of the aggregate Revolving Commitments outstanding on the applicable Extension Effectiveness Date are
extended or otherwise committed to by Extending Lenders and any New Extending Lenders (ii) no Default or Event of Default shall
have occurred and be continuing on the applicable Extension Effectiveness Date after giving effect to the requested extension
and (iii) the remaining tenor of Revolving Commitments of any Extending Lender and any New Extending Lender shall not exceed five
years from the applicable Extension Effectiveness Date after giving effect to the requested extension. No Lender shall be required
to consent to any such extension request, and any Lender that declines or does not respond in writing to Borrower’s request
for commitment renewal (a “Declining Lender”) will have its Revolving Commitments and Letter of Credit Commitment
terminated on the then-existing Revolving Termination Date or Extended Revolving Termination Date, as applicable (without regard
to any renewals by other Lenders). Borrower will have the right to remove or replace any Declining Lenders in accordance with
Section 10.21.


 


2.02     Procedure
for Revolving Loan Borrowings.


 


(a)       Borrower
may irrevocably request a Borrowing of Revolving Loans on any Business Day in
a Minimum Amount therefor by delivering a Request for Extension of Credit therefor by Requisite Notice to Administrative Agent
not later than the Requisite Time therefor. All Borrowings denominated in Dollars shall constitute Base Rate Loans unless properly
and timely otherwise designated as set forth in the prior sentence. All Borrowings denominated in any Alternative Currency shall
constitute Eurodollar Base Rate Loans. Each Competitive Loan shall be made in accordance with the procedures set forth in Section
2.04. Notwithstanding anything herein to the contrary, any request
for a Certain Funds Credit Extension may be revocable or made contingent on the closing of the Target Acquisition (or a portion
of the Target Acquisition, including any acquisition of Target shares during the Certain Funds Period); provided that any request
for a Certain Funds Credit Extension shall certify that the proceeds thereof shall be used solely for Certain Funds Purposes.


 


(b)       Following
receipt of a Request for Extension of Credit, Administrative Agent shall promptly notify each Lender by Requisite Notice of its
Revolving Percentage thereof. Each Lender (subject to clause (d) below) shall make the funds for its Revolving Loan available
to Administrative Agent in the requested currency at Administrative Agent’s Office not later than the Requisite Time therefor
on the Business Day specified in such Request for Extension of Credit. Upon satisfaction of the applicable conditions set forth
in Section 4.02, all funds so received shall be made available to Borrower in like funds received.


 


(c)       The
failure of any Lender to make any Revolving Loan on any date shall not relieve any other Lender of any obligation to make a Revolving
Loan on such date, but the Revolving Commitments and Competitive Bids of the Lenders are several and no Lender shall be responsible
for the failure of any other Lender to so make its Revolving Loan. Borrower shall have the right to replace any Lender which fails
to make a Revolving Loan when obligated to do so in accordance with Section 10.21.


 


(d)       Each
Lender may, at its option, make any Loan available to Borrower by causing any foreign or domestic branch or Affiliate of such
Lender to make such Loan; provided that any exercise


 




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of such option shall not affect
the obligation of Borrower to repay such Loan in accordance with the terms of this Agreement; provided that, for the avoidance
of doubt, Borrower shall not be required to pay a greater amount under the increased costs provisions (including yield protection
and taxes) of Section 3 hereof than it would have paid in the absence of the exercise of such option.


 


2.03     Letters
of Credit.


 


(a)       Subject
to the terms and conditions set forth in this Agreement, during the period from and including the Effective Date to, but not including
the Letter of Credit Expiration Date, each Issuing Lender shall take such Letter of Credit Actions denominated in Dollars or any
Alternative Currency as Borrower may from time to time request; provided, however, that (i) the Outstanding Revolving
Obligations of each Lender shall not exceed such Lender’s Revolving Commitment at any time, (ii) the Outstanding Revolving
Obligations of all Lenders plus the aggregate principal amount of all outstanding Competitive Loans shall not exceed the combined
Revolving Commitments at any time, (iii) the Letter of Credit Usage shall not exceed the Letter of Credit Sublimit at any time
and (iv) the Letter of Credit Usage in respect of Letters of Credit issued by each Issuing Lender shall not exceed the Letter
of Credit Commitment of such Issuing Lender at any time. All Existing Letters of Credit shall be deemed to be Letters of Credit
issued hereunder on the Effective Date for the account of Borrower, and the participations therein created pursuant to the Existing
Credit Agreement shall be superseded by participations created by Section 2.03(b) hereof. Subject to subsection (f) below and
unless consented to by the applicable Issuing Lender and Administrative Agent, and except for any Existing Letter of Credit which
expires more than 12 months after the date of its issuance or last renewal, no Letter of Credit may expire more than 12 months
after the date of its issuance or last renewal; provided, however, that (x) subject to clause (y), no Letter of
Credit shall expire after the Business Day which is at least five days prior to the Revolving Termination Date (as it may be extended)
and (y) a Letter of Credit may expire up to the date that is one year after the Revolving Termination Date (as it may be extended)
with the consent of the Issuing Lender in respect thereof (which consent shall not be unreasonably withheld) so long as Borrower
shall, at least 15 days prior to the Revolving Termination Date (as it may be extended) (or for any Letters of Credit issued after
such date, the date of issuance) deposit cash in the Dollar Amount equal to the Letter of Credit Usage applicable to it in a Letter
of Credit Cash Collateral Account. In the event that any Lender’s Commitment terminates prior to an extended Revolving Termination
Date as contemplated by Section 2.01(e), the respective participations of the other Lenders in all outstanding Letters of Credit
shall be redetermined on the basis of their respective Commitments after giving effect to such termination, and the participation
therein of the Lender whose Commitment is terminated shall terminate; provided that Borrower shall, if and to the extent
necessary to permit such redetermination of participations in Letters of Credit within the limits of the Commitments which are
not terminated, prepay on such date all or a portion of the outstanding Revolving Loans, and such redetermination and termination
of participations in outstanding Letters of Credit shall be conditioned upon their having done so. If any Letter of Credit Usage
remains or is expected to remain outstanding on the Revolving Termination Date (as it may be extended), Borrower shall, at least
15 days prior to the Revolving Termination Date (as it may be extended), deposit cash in an amount equal to the Letter of Credit
Usage applicable to it in a Letter of Credit Cash Collateral Account.


 


(b)       Borrower
may irrevocably request a Letter of Credit Action in a Minimum Amount therefor (or, if such Letter of Credit Action is in respect
of a Letter of Credit denominated in an Alternative Currency, a Dollar Amount which is in a Minimum Amount therefor) by delivering
a Letter of Credit Application therefor to the applicable Issuing Lender, with a copy to Administrative Agent, not later than
the Requisite Time therefor. Each Letter of Credit Action shall be in a form acceptable to the applicable Issuing Lender in its
sole discretion. Each such request for a Letter of Credit Action shall, if Sections 4.02(b) and (c) are applicable to such Letter
of Credit Action, constitute a representation and warranty by Borrower that the conditions set forth in Sections 4.02(b) and (c)
are satisfied. Unless


 




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Administrative Agent notifies
the applicable Issuing Lender that such Letter of Credit Action is not permitted hereunder, or the applicable Issuing Lender notifies
Administrative Agent that it has determined that such Letter of Credit Action is contrary to any Laws or policies of such Issuing
Lender, the applicable Issuing Lender shall effect such Letter of Credit Action. This Agreement shall control in the event of
any conflict with any Letter of Credit Application. Upon the issuance of a Letter of Credit (or, with respect to the Existing
Letters of Credit, on the Effective Date), each applicable Issuing Lender shall be deemed to have sold and transferred to each
Lender, and each Lender shall be deemed to have purchased from each applicable Issuing Lender, a participation therein in an amount
equal to such Lender’s Revolving Percentage times the Dollar Amount of such Letter of Credit. Each applicable Issuing Lender
represents and warrants to each Lender that it has all necessary power and authority to sell and transfer such participation to
each Lender, without breach of any Contractual Obligation to any other Person, and that such participation is free and clear of
any adverse claim. Notwithstanding anything herein to the contrary, Morgan Stanley Bank, N.A. as an Issuing Lender, shall only
be obligated to issue standby Letters of Credit, and shall only be obligated to do so upon at least 3 Business Days’ prior
written notice (or such shorter period of time as Morgan Stanley Bank, N.A. shall approve in its sole discretion).


 


(c)       Borrower
shall reimburse each Issuing Lender through Administrative Agent for any payment that such Issuing Lender makes under a Letter
of Credit within one Business Day following demand by Administrative Agent or such Issuing Lender in Dollars or in the applicable
Alternative Currency in which such payment was made; provided, however, that if the conditions precedent set forth
in Section 4.02 can be satisfied (except for the giving of a Request for Extension of Credit), Borrower may request a Borrowing
of Base Rate Loans in the Dollar Amount necessary to reimburse such Issuing Lender for such payment pursuant to Section 2.02 (without
regard to the Minimum Amount requirements thereof). If Borrower’s reimbursement of, or obligation to reimburse, any amounts
in any Alternative Currency would subject Administrative Agent, the applicable Issuing Lender or any Lender to any stamp duty,
ad valorem charge or similar tax that would not be payable if such reimbursement were made or required to be made in Dollars,
Borrower shall pay the amount of any such tax requested by Administrative Agent, the relevant Issuing Lender or Lender. If Borrower
fails to make such payment when due, then if such payment relates to a Letter of Credit denominated in an Alternative Currency,
automatically and with no further action required, Borrower’s obligation to reimburse the applicable payment by the applicable
Issuing Lender shall be permanently converted into an obligation to reimburse the Dollar Amount of such payment.


 


(d)       Upon
any drawing under a Letter of Credit, the applicable Issuing Lender shall notify Administrative Agent and Borrower. If Borrower
fails to timely make the payment required pursuant to subsection (c) above or to provide cash collateral as required in subsection
(a) above, such Issuing Lender shall notify Administrative Agent of such fact and the Dollar Amount of such unreimbursed payment
or required cash collateral, as applicable. Administrative Agent shall promptly notify each Lender of its Revolving Percentage
of such Dollar Amount by Requisite Notice. Each Lender shall make funds in an amount equal to its Revolving Percentage of such
Dollar Amount available to Administrative Agent at Administrative Agent’s Office not later than the Requisite Time therefor
on the Business Day specified by Administrative Agent. Administrative Agent shall remit the funds so received to such Issuing
Lender in the case of reimbursement of a Letter of Credit drawing or to Administrative Agent for deposit in a Letter of Credit
Cash Collateral Account, as applicable. The obligation of each Lender to so reimburse such Issuing Lender and fund such Letter
of Credit Cash Collateral Account shall be absolute and unconditional and shall not be affected by the occurrence of a Default
or Event of Default or any other occurrence or event; provided that such Issuing Lender shall not have a right to be so
reimbursed in respect of a Letter of Credit if such Issuing Lender issued such Letter of Credit after being notified by Administrative
Agent that such issuance was not permitted hereunder. Any such reimbursement shall not relieve or otherwise impair the obligation
of Borrower to reimburse each Issuing


 




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Lender for the amount of any
payment made by such Issuing Lender under any Letter of Credit, together with interest as provided herein, or to provide cash
collateral.


 


(e)       If
the conditions precedent set forth in Section 4.02 can be satisfied (except for the giving of a Request for Extension of Credit)
on any date Borrower is obligated to, but fails to, reimburse an Issuing Lender for a drawing under a Letter of Credit or to provide
cash collateral as required in subsection (a) above, the funding by Lenders pursuant to subsection (d) above shall be deemed to
be a Borrowing of Base Rate Loans (without regard to the Minimum Amount therefor). If the conditions precedent set forth in Section
4.02 (except for the giving of a Request for Extension of Credit) cannot be satisfied on the date Borrower is obligated to, but
fails to, reimburse an Issuing Lender for a drawing under a Letter of Credit or to provide cash collateral in respect of a Letter
of Credit, the funding by Lenders pursuant to the previous subsection shall be deemed to be a funding by each Lender of its participation
in such Letter of Credit, and each Lender making such funding shall thereupon acquire a pro rata participation, to the extent
of its payment, in the claim of such Issuing Lender against Borrower in respect of such payment or obligation to provide cash
collateral and shall share, in accordance with that pro rata participation, in any payment made by Borrower with respect to such
claim. Any amounts made available by a Lender under its participation shall be payable by Borrower upon demand of Administrative
Agent (or, if earlier, on the Revolving Termination Date, the Extended Revolving Termination Date or the Second Extended Revolving
Termination Date, as applicable), and shall bear interest at a rate per annum equal to the Default Rate.


 


(f)       Borrower
may request Letters of Credit that have automatic extension or renewal provisions (“evergreen” Letters of Credit),
so long as the applicable Issuing Lender consents thereto and has the right not to permit any such extension or renewal at least
annually within a notice period to be agreed upon at the time each such Letter of Credit is issued. Once an evergreen Letter of
Credit (including any Existing Letter of Credit) is issued, unless Administrative Agent has notified the applicable Issuing Lender
that Required Lenders have elected not to permit such extension or renewal, Borrower, Administrative Agent and Lenders shall be
deemed to have authorized (but may not require) such Issuing Lender to permit the renewal of such evergreen Letter of Credit at
any time to a date not later than five Business Days prior to the Revolving Termination Date (as it may be extended) or such later
date as may be permitted pursuant to clause (y) of the second proviso of Section 2.03(a). Such Issuing Lender may elect not to
permit an evergreen Letter of Credit to be extended or renewed at any time. If such Issuing Lender so elects, it will promptly
give Administrative Agent notice of such election. Administrative Agent will promptly notify Lenders of the non-extension or non-renewal
of any evergreen Letter of Credit.


 


(g)       The
obligation of Borrower to pay to each Issuing Lender the amount of any payment made by such Issuing Lender under any Letter of
Credit shall be absolute, unconditional, and irrevocable. Without limiting the foregoing, Borrower’s obligations shall not
be affected by any of the following circumstances:


 


(i)
Any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other agreement or instrument relating
thereto;


 


(ii)
Any amendment or waiver of or any consent to departure from such Letter of Credit, this Agreement or any other agreement or instrument
relating hereto or thereto;


 


(iii)
The existence of any claim, setoff, defense or other rights which Borrower may have at any time against such Issuing Lender, Administrative
Agent or any Lender, any beneficiary of such Letter of Credit (or any persons or entities for whom any such beneficiary may be
acting) or any other Person, whether in connection with such Letter of


 




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Credit,
this Agreement or any other agreement or instrument relating thereto, or any unrelated transactions;


 


(iv)
Any demand, statement or any other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or
insufficient in any respect or any statement therein being untrue or inaccurate in any respect whatsoever so long as any such
document appeared to comply with the terms of such Letter of Credit;


 


(v)
Any payment by such Issuing Lender in good faith under such Letter of Credit against presentation of a draft or any accompanying
document which does not strictly comply with the terms of such Letter of Credit, or any payment made by such Issuing Lender under
such Letter of Credit to any Person purporting to be a trustee in bankruptcy, debtor-in-possession, assignee for the benefit of
creditors, liquidation, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of
Credit, including any arising in connection with any proceeding under any Debtor Relief Laws;


 


(vi)
Any error in the transmission of any message relating to such Letter of Credit not caused by such Issuing Lender, or any delay
or interruption in any such message;


 


(vii)
Any error, neglect or default of any correspondent of such Issuing Lender in connection with such Letter of Credit;


 


(viii)
Any consequence arising from acts of God, wars, insurrections, civil unrest, disturbances, labor disputes, emergency conditions
or other causes beyond the control of such Issuing Lender;


 


(ix)
So long as such Issuing Lender in good faith determines that the document appears to comply with the terms of such Letter of Credit,
the form, accuracy, genuineness or legal effect of any contract or document referred to in any document submitted to such Issuing
Lender in connection with such Letter of Credit; and


 


(x)
Any other circumstances whatsoever where such Issuing Lender has acted in good faith.


 


In addition,
Borrower will promptly examine a copy of each Letter of Credit and amendments thereto delivered to it and, in the event of any
claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify the applicable
Issuing Lender in writing. Borrower shall be conclusively deemed to have waived any such claim against such Issuing Lender and
its correspondents unless such notice is given as aforesaid.


 


(h)       Each
Lender and Borrower agree that, in paying any drawing under a Letter of Credit, no Issuing Lender shall have any responsibility
to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of Credit) or
to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering
any such document. No Issuing Lender, Administrative Agent-Related Person or any of the respective correspondents, participants
or assignees of any Issuing Lender shall be liable to any Lender for any action taken or omitted in connection herewith at the
request or with the approval of Lenders or Required Lenders, as applicable, any action taken or omitted in the absence of gross
negligence or willful misconduct or the due execution, effectiveness, validity or enforceability of any document or instrument


 




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related to any Letter of Credit.
Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee relative to any Issuing Lender, any
Lender or any Administrative Agent-Related Person with respect to its use of any Letter of Credit; provided, however,
that this assumption is not intended to, and shall not, preclude Borrower’s pursuing such rights and remedies as it may
have against the beneficiary or transferee at law or under any other agreement. No Issuing Lender, Administrative Agent-Related
Person or any of the respective correspondents, participants or assignees of any Issuing Lender shall be liable or responsible
for any of the matters described in subsection (g) above in the absence of such Person’s gross negligence or willful misconduct.
In furtherance and not in limitation of the foregoing, any Issuing Lender may accept documents that appear on their face to be
in order, without responsibility for further investigation, regardless of any notice or information to the contrary, and such
Issuing Lender shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting
to transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which
may prove to be invalid or ineffective for any reason.


 


(i)       Unless
otherwise expressly agreed by the applicable Issuing Lender and Borrower when a Letter of Credit is issued and subject to applicable
Laws, performance under Letters of Credit by each Issuing Lender, its correspondents, and beneficiaries will be governed by, as
applicable, the rules of the International Standby Practices 1998, or such later revision as may be published by the Institute
of International Banking Law & Practice, or the Uniform Customs and Practice for Documentary Credits, International Chamber
of Commerce Publication No. 500, as the same may be revised from time to time.


 


(j)       Borrower
shall pay to Administrative Agent on each Applicable Payment Date in arrears, for the account of each Lender in accordance with
its Revolving Percentage, a Letter of Credit fee in Dollars at a rate equal to the Applicable Amount times the actual daily maximum
Dollar Amount available to be drawn under each Letter of Credit requested by Borrower since the later of the Effective Date and
the previous Applicable Payment Date. Borrower shall pay directly to each Issuing Lender of an Existing Letter of Credit any fees
and expenses payable in respect of such Existing Letter of Credit for any period prior to the Effective Date. If there is any
change in the Applicable Amount during any quarter, the actual daily Dollar Amount shall be computed and multiplied by the Applicable
Amount separately for each period during such quarter that such Applicable Amount was in effect.


 


(k)       Borrower
shall pay directly to each Issuing Lender, for its sole account, a fronting fee for each Letter of Credit requested by Borrower
in such amount and at such times as may be set forth in a separate letter agreement between Borrower and such Issuing Lender.
In addition, Borrower shall pay directly to each Issuing Lender, upon demand, for its sole account, its customary documentary
and processing charges in accordance with its standard schedule, as from time to time in effect, for any Letter of Credit Action
or other occurrence relating to a Letter of Credit requested by Borrower for which such charges are customarily made. Such fees
and charges are nonrefundable.


 


(l)       Each
Issuing Lender shall deliver to Administrative Agent, not later than the 20th day after each calendar quarter ending after the
Effective Date, a written report, in form reasonably satisfactory to Administrative Agent, setting forth the Letters of Credit
issued by such Issuing Lender and outstanding as of the last day of such calendar quarter, any Letter of Credit Actions effected
during such calendar quarter, and any draws made under such Letters of Credit during such calendar quarter.


 


(m)       Each
Issuing Lender may, at its option, issue any Letter of Credit and make any funds available in connection with any Letter of Credit
by causing any foreign or domestic branch or Affiliate of such Issuing Lender to take such action; provided that any exercise
of such option shall not affect any obligation of Borrower; provided that, for the avoidance of doubt, Borrower shall not
be


 




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required to pay a greater amount
under the increased costs provisions (including yield protection and taxes) of Section 3 hereof than it would have paid in the
absence of the exercise of such option.


 


2.04     Competitive
Bid Procedure. (a) Subject to the terms and conditions set forth herein, during the period from and including the Effective
Date to, but not including, the Revolving Termination Date (as it may be extended), Borrower may request Competitive Bids and
may (but shall not have any obligation to) accept Competitive Bids and borrow Competitive Loans; provided that Outstanding
Revolving Obligations of all Lenders plus the aggregate principal amount of outstanding Competitive Loans at any time shall not
exceed the combined Revolving Commitments. To request Competitive Bids, Borrower shall notify Administrative Agent of such request
by telephone not later than the Requisite Time therefor; provided that Borrower may submit up to (but not more than) two
Competitive Bid Requests on the same day, but no Competitive Bid Request or Requests shall be made within five Business Days after
the date of any previous Competitive Bid Request or Requests, unless any and all such previous Competitive Bid Requests shall
have been withdrawn or all Competitive Bids received in response thereto rejected. Each such telephonic Competitive Bid Request
shall be confirmed promptly by hand delivery or telecopy to Administrative Agent of a written Competitive Bid Request in a form
approved by Administrative Agent and signed by Borrower. Each such telephonic and written Competitive Bid Request shall specify
the following information:


 


(i)
the aggregate amount of the requested Borrowing (which shall be at least the Minimum Amount therefor);


 


(ii)
the date of such Borrowing, which shall be a Business Day;


 


(iii)
whether such Borrowing is to be a Borrowing of Eurodollar Rate Loans or of Fixed Rate Loans (it being understood and agreed that
each Borrowing of Competitive Loans shall be comprised entirely of Eurodollar Rate Loans or Fixed Rate Loans); and


 


(iv)
the Interest Period to be applicable to such Borrowing, which shall be a period contemplated by the definition of the term “Interest
Period”.


 


Promptly following receipt of
a Competitive Bid Request in accordance with this Section, Administrative Agent shall notify the Lenders of the details thereof
by telecopy, inviting the Lenders to submit Competitive Bids.


 


(b)       Each
Lender may (but shall not have any obligation to) make one or more Competitive Bids to Borrower in response to a Competitive Bid
Request. Each Competitive Bid by a Lender must be in a form approved by Administrative Agent and must be received by Administrative
Agent by telecopy, in the case of a Competitive Borrowing of Eurodollar Rate Loans, not later than 9:30 a.m., New York City time,
three Business Days before the proposed date of such Competitive Borrowing, and in the case of a Borrowing of Fixed Rate Loans,
not later than 9:30 a.m., New York City time, on the proposed date of such Competitive Borrowing. Competitive Bids that do not
conform substantially to the form approved by Administrative Agent may be rejected by Administrative Agent, and Administrative
Agent shall notify the applicable Lender as promptly as practicable. Each Competitive Bid shall specify (i) the principal amount
(which shall be a minimum of $10,000,000 and an integral multiple of $1,000,000 and which may equal the entire principal amount
of the Competitive Borrowing requested by Borrower) of the Competitive Loan or Loans that the Lender is willing to make, (ii)
the Competitive Bid Rate or Rates at which the Lender is prepared to make such Loan or Loans (expressed as a percentage rate per
annum in the form of a decimal to no more than four decimal places) and (iii) the Interest Period applicable to each such Loan
and the last day thereof.


 




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(c)       Administrative
Agent shall promptly notify Borrower by telecopy of the Competitive Bid Rate and the principal amount specified in each Competitive
Bid and the identity of the Lender that shall have made such Competitive Bid.


 


(d)       Subject
only to the provisions of this paragraph, Borrower may accept or reject any Competitive Bid. Borrower shall notify Administrative
Agent by telephone, confirmed by telecopy in a form approved by Administrative Agent, whether and to what extent it has decided
to accept or reject each Competitive Bid, in the case of a Competitive Borrowing of Eurodollar Rate Loans, not later than 10:30
a.m., New York City time, three Business Days before the date of the proposed Competitive Borrowing, and in the case of a Borrowing
of Fixed Rate Loans, not later than 10:30 a.m., New York City time, on the proposed date of the Competitive Borrowing; provided
that (i) the failure of Borrower to give such notice shall be deemed to be a rejection of each Competitive Bid, (ii) Borrower
shall not accept a Competitive Bid made at a particular Competitive Bid Rate if Borrower rejects a Competitive Bid made at a lower
Competitive Bid Rate with respect to the same Competitive Bid Request, (iii) the aggregate amount of the Competitive Bids accepted
by Borrower shall not exceed the aggregate amount of the requested Competitive Borrowing specified in the related Competitive
Bid Request, (iv) to the extent necessary to comply with clause (iii) above, Borrower may accept Competitive Bids at the same
Competitive Bid Rate in part, which acceptance, in the case of multiple Competitive Bids at such Competitive Bid Rate, shall be
made pro rata in accordance with the amount of each such Competitive Bid, and (v) except pursuant to clause (iv) above, no Competitive
Bid shall be accepted for a Competitive Loan unless such Competitive Loan is in a minimum principal amount of $5,000,000 and an
integral multiple of $1,000,000; provided further that if a Competitive Loan must be in an amount less than $5,000,000
because of the provisions of clause (iv) above, such Competitive Loan may be for a minimum of $1,000,000 or any integral multiple
thereof, and in calculating the pro rata allocation of acceptances of portions of multiple Competitive Bids at a particular Competitive
Bid Rate pursuant to clause (iv) the amounts shall be rounded to integral multiples of $1,000,000 in a manner determined by Borrower.
A notice given by Borrower pursuant to this paragraph shall be irrevocable.


 


(e)       Administrative
Agent shall promptly notify each bidding Lender by telecopy whether or not its Competitive Bid has been accepted (and, if so,
the amount and Competitive Bid Rate so accepted), and each successful bidder will thereupon become bound, subject to the terms
and conditions hereof, to make the Competitive Loan in respect of which its Competitive Bid has been accepted.


 


(f)       If
Administrative Agent shall elect to submit a Competitive Bid in its capacity as a Lender, it shall submit such Competitive Bid
directly to Borrower at least one quarter of an hour earlier than the time by which the other Lenders are required to submit their
Competitive Bids to Administrative Agent pursuant to paragraph (b) of this Section.


 


2.05     Reduction
or Termination of Revolving Commitments. Upon Requisite Notice to Administrative Agent not later than the Requisite Time
therefor, Borrower may at any time and from time to time, without premium or penalty, permanently and irrevocably reduce the
Revolving Commitments, in a Minimum Amount therefor to an amount not less than the sum of the Outstanding Revolving
Obligations at such time plus the aggregate principal amount of outstanding Competitive Loans at any time, or terminate the
Revolving Commitments. Any such reduction or termination shall be accompanied by payment of all accrued and unpaid commitment
fees with respect to the portion of the Revolving Commitments being reduced or terminated. Administrative Agent shall
promptly notify Lenders of any such request for reduction or termination of the Revolving Commitments. Each Lender’s
Revolving Commitment shall be reduced pro rata by the amount of such reduction.


 


2.06 Prepayments.


 




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(a)       Upon
Requisite Notice to Administrative Agent not later than the Requisite Time therefor, Borrower may at any time and from time
to time voluntarily prepay Loans made to it in part in the Minimum Amount therefor or in full without premium or penalty; provided
that Borrower may not prepay any Competitive Loan without the prior written consent of the Lender thereof.
Administrative Agent will promptly notify each relevant Lender thereof and of such Lender’s percentage of such
prepayment. Any prepayment of a Eurodollar Rate Loan shall be accompanied by all accrued interest thereon, together with the
costs set forth in Section 3.05.


 


(b)       If
for any reason (other than a result of currency fluctuation, which prepayment requirement shall be governed by Section 2.15) the
Dollar Amount of the Outstanding Revolving Obligations of all Lenders plus the aggregate principal amount of outstanding Competitive
Loans at any time exceeds the combined Revolving Commitments from time to time in effect, Borrower shall immediately prepay Revolving
Loans and/or deposit cash in a Letter of Credit Cash Collateral Account in an aggregate amount equal to such excess.


 


2.07     Documentation
of Loans.


 


(a)       Upon
the request of any Lender made through Administrative Agent, a Lender’s Loans may be evidenced by one or more Notes of Borrower,
instead of or in addition to its loan accounts or records. Each such Lender may attach schedules to its Notes and endorse thereon
the date, amount and maturity of its Loans and payments with respect thereto. Any failure so to record or any error in doing so
shall not, however, limit or otherwise affect the obligation of Borrower to pay any amount owing with respect to the Obligations.


 


(b)       Administrative
Agent shall maintain, at Administrative Agent’s Office, a register for the recordation of the names and addresses of Lenders
and the Revolving Commitments and Extensions of Credit of each Lender from time to time (the “Register”). The Register
shall be available for inspection by Borrower or any Lender at any reasonable time and from time to time upon reasonable prior
notice. Administrative Agent shall maintain the Register, acting, solely for this administrative purpose only, as a non-fiduciary
agent for Borrower (it being acknowledged and agreed that Administrative Agent and each Administrative Agent-Related Person, in
such capacity, shall constitute Indemnitees under Section 10.13).


 


(c)       Administrative
Agent shall record in the Register the Revolving Commitment and Extensions of Credit from time to time of each Lender, and each
repayment or prepayment in respect thereof. Any recordation shall be conclusive and binding on Borrower and each Lender, absent
manifest error; provided, however, that the failure to make any such recordation, or any error in such recordation,
shall not affect any Lender’s Revolving Commitment or Outstanding Revolving Obligations or outstanding Competitive Loans.


 


(d)       Each
Lender shall record on its internal loan accounts or records (and may record on the Note(s) held by such Lender) the amount of
each Extension of Credit made by it and each payment in respect thereof; provided that the failure to make any such recordation,
or any error in such recordation, shall not affect any Lender’s Revolving Commitment or Outstanding Revolving Obligations
or outstanding Competitive Loans; and provided, further, that in the event of any inconsistency between the Register and any Lender’s
records, the recordations in the Register shall govern, absent manifest error.


 


(e)       Borrower,
Administrative Agent and Lenders shall deem and treat the Persons listed as Lenders in the Register as the holders of the corresponding
Revolving Commitments and Extensions of Credit listed therein for all purposes hereof, and no assignment or transfer of any such
Revolving Commitment or Extensions of Credit shall be effective, in each case, unless and until an


 




    40 


     


    

Assignment and Assumption effecting
the assignment or transfer thereof shall have been accepted by Administrative Agent and recorded in the Register. Prior to such
recordation, all amounts owed with respect to the applicable Revolving Commitment or Outstanding Revolving Obligations or outstanding
Competitive Loans shall be owed to the Lender listed in the Register as the owner thereof, and any request, authority or consent
of any Person who, at the time of making such request or giving such authority or consent, is listed in the Register as a Lender
shall be conclusive and binding on any subsequent holder, assignee or transferee of the corresponding Revolving Commitments or
Outstanding Revolving Obligations or outstanding Competitive Loans.


 


2.08     Continuation
and Conversion Option.


 


(a)       Subject
to Section 2.08(d), Borrower may irrevocably request a Conversion or Continuation of Loans on any Business Day in a Minimum Amount
therefor by delivering a Request for Extension of Credit therefor by Requisite Notice to Administrative Agent not later than the
Requisite Time therefor. All Conversions and Continuations of Loans denominated in Dollars shall constitute Base Rate Loans unless
properly and timely otherwise designated as set forth in the prior sentence.


 


(b)       Unless
Borrower pays all amounts due under Section 3.05, if any, a Eurodollar Rate Loan may be Continued or Converted only on the last
day of the Interest Period for such Eurodollar Rate Loan. During the existence of an Event of Default, Administrative Agent may
(and upon the request of the Required Lenders shall) prohibit Loans from being requested as, Converted into, or Continued as Eurodollar
Rate Loans, and Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be Converted immediately
into Base Rate Loans.


 


(c)       Administrative
Agent shall promptly notify Borrower and Lenders of the interest rate applicable to any Eurodollar Rate Loan upon determination
of the same. Administrative Agent shall from time to time notify Borrower and Lenders of any change in JPMorgan Chase’s
prime rate used in determining the Base Rate promptly following the public announcement of such change.


 


(d)       Notwithstanding
anything to the contrary contained herein, Competitive Loans may not be Converted or Continued.


 


2.09     Interest.


 


(a)       Subject
to subsection (b) below, and unless otherwise specified herein, Borrower hereby promises to pay interest on the unpaid principal
amount of each Loan made to it (before and after default, before and after maturity, before and after judgment and before and
after the commencement of any proceeding under any Debtor Relief Laws) from the date borrowed until paid in full (whether by acceleration
or otherwise) on each Applicable Payment Date at a rate per annum equal to:


 


(i)       
in the case of Base Rate Loans, the Base Rate plus the Applicable Amount for such type of Loan;


 


(ii)       
in the case of Eurodollar Rate Loans (other than Competitive Loans), the Eurodollar Rate for the Interest Period in effect for
such Borrowing plus the Applicable Amount for such type of Loan;


 


(iii)        in
the case of Competitive Loans that are Eurodollar Rate Loans, the Eurodollar Rate for the Interest Period in effect for such Borrowing
plus (or minus, as the case may be) Margin applicable to such Loan; and


 




    41 


     


    

(iv)       
in the case of Fixed Rate Loans, at the Fixed Rate applicable to such Loan.


 


(b)       If
any amount payable by Borrower under any Loan Document is not paid when due (without regard to any applicable grace periods),
Borrower hereby promises to pay interest (after as well as before entry of judgment thereon to the extent permitted by law) on
such amount at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Law. Accrued and unpaid interest on past due amounts (including interest on past due interest) shall be payable upon
demand.


 


(c)       On
any Business Day, Borrower may call Administrative Agent and request information as to the then current Eurodollar Base Rate or
Base Rate, and Administrative Agent shall provide such information.


 


2.10     Fees.


 


(a)       Commitment
Fee. Borrower shall pay to Administrative Agent, for the account of each Lender pro rata according to its Revolving Percentage,
a commitment fee equal to the Applicable Amount times the average daily amount of the excess, if any, of its Revolving Commitment
over its Outstanding Revolving Obligations (it being understood, for avoidance of doubt, that for purposes of the calculation
of the commitment fee, Competitive Loans shall not be deemed to be a utilization of the Revolving Facility). The commitment fee
shall accrue at all times from the Effective Date until the Revolving Termination Date (as it may be extended) and shall be payable
quarterly in arrears on each Applicable Payment Date. If there is any change in the Applicable Amount during any quarter, the
actual daily amount shall be computed and multiplied by the Applicable Amount separately for each period during such quarter that
such Applicable Amount was in effect. The commitment fee shall accrue at all applicable times, including at any time during which
one or more conditions in Section 4 are not met.


 


(b)       Other
Fees. Borrower agrees to pay to Administrative Agent and the other parties hereto (and their respective Affiliates) the fees
in the amounts and on the dates previously agreed to in writing by Borrower and such parties (or their respective Affiliates).


 


2.11     Computation
of Interest and Fees. Computation of interest on Base Rate Loans when the Base Rate is determined by JPMorgan Chase’s
“prime rate” shall be calculated on the basis of a year of 365 or 366 days, as the case may be, and the actual number
of days elapsed. Computation of all other types of interest and all fees shall be calculated on the basis of a year of 360 days
or, in the case of any amount denominated in Sterling or Canadian Dollars, 365 days and the actual number of days elapsed. Interest
shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a Loan, or any portion thereof, for the
day on which the 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.


 


2.12     Making
Payments.


 


(a)       Except
as otherwise provided herein, all payments by Borrower or any Lender hereunder shall be made to Administrative Agent at Administrative
Agent’s Office not later than the Requisite Time for such type of payment. All payments received after such Requisite Time
shall be deemed received on the next succeeding Business Day for purposes of the calculation of interest and fees, but not for
purposes of determining whether a Default has occurred. All payments of principal and interest shall be made in immediately available
funds in Dollars. All payments by Borrower shall be made without condition or deduction for any counterclaim, defense, recoupment
or setoff.


 




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(b)       Upon
satisfaction of any applicable terms and conditions set forth herein, Administrative Agent shall promptly make any amounts received
in accordance with Section 2.12(a) available in like funds received as follows: (i) if payable to Borrower, by crediting a deposit
account designated from time to time by Borrower to Administrative Agent by Requisite Notice, and (ii) if payable to any Lender,
by wire transfer to such Lender at its Lending Office. If such conditions are not so satisfied, Administrative Agent shall return
any funds it is holding to the Lenders making such funds available, without interest.


 


(c)       Subject
to the definition of “Interest Period,” if any payment to be made by Borrower shall come due on a day other than a
Business Day, payment shall instead be considered due on the next succeeding Business Day, and such extension of time shall be
reflected in computing interest and fees.


 


(d)       UnlessSubject
to Section 4.05, unless Borrower or any Lender has notified Administrative Agent, prior to the Requisite Time any payment
to be made by it is due, that it does not intend to remit such payment, Administrative Agent may, in its sole and absolute discretion,
assume that Borrower or such Lender, as the case may be, has timely remitted such payment and may, in its sole and absolute discretion
and in reliance thereon, make such payment available to the Person entitled thereto. If such payment was not in fact remitted
to Administrative Agent in immediately available funds, then:


 


(i)
If Borrower failed to make such payment, each Lender shall forthwith on demand repay to Administrative Agent the amount of such
assumed payment made available to such Lender, together with interest thereon in respect of each day from and including the date
such amount was made available by Administrative Agent to such Lender to the date such amount is repaid to Administrative Agent
at the Federal Funds Rate; and


 


(ii)
If any Lender failed to make such payment, Administrative Agent shall be entitled to recover such corresponding amount on demand
from such Lender. If such Lender does not pay such corresponding amount upon Administrative Agent’s demand therefor, Administrative
Agent promptly shall notify Borrower, and Borrower shall pay such corresponding amount to Administrative Agent. Administrative
Agent also shall be entitled to recover interest on such corresponding amount in respect of each day from the date such corresponding
amount was made available by Administrative Agent to Borrower to the date such corresponding amount is recovered by Administrative
Agent, (A) from such Lender at a rate per annum equal to the Federal Funds Rate, and (B) from Borrower, at a rate per annum equal
to the interest rate applicable to such Borrowing. Nothing herein shall be deemed to relieve any Lender from its obligation to
fulfill its Revolving Commitment or to prejudice any rights which Administrative Agent or Borrower may have against any Lender
as a result of any default by such Lender hereunder.


 


(e)       If
Administrative Agent or any Lender is required at any time to return to Borrower, or to a trustee, receiver, liquidator, custodian
or any official under any proceeding under Debtor Relief Laws, any portion of a payment made by Borrower, each Lender shall, on
demand of Administrative Agent, return its share of the amount to be returned, plus interest thereon from the date of such demand
to the date such payment is made at a rate per annum equal to the Federal Funds Rate.


 


2.13     Funding
Sources. Nothing in this Agreement shall be deemed to obligate any Lender to obtain the funds for any Loan in any
particular place or manner or to constitute a representation by any Lender that it has obtained or will obtain the funds for
any Loan in any particular place or manner.


 




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2.14     Defaulting
Lenders.  Notwithstanding any
provision of this Agreement to the contrary, if any Lender becomes a Defaulting Lender, then the following provisions shall
apply for so long as such Lender is a Defaulting Lender:


 


(a)       Fees
set forth in Section 2.10(a) shall cease to accrue on the unfunded portion of the Commitments of such Defaulting Lender;


 


(b)       To
the extent permitted by applicable Law, any voluntary prepayment of Revolving Loans shall, if Borrower so directs at the time
of making such voluntary prepayment, be applied to the Revolving Loans of other Lenders as if such Defaulting Lender had no Revolving
Loans outstanding and the Aggregate Exposure of such Defaulting Lender in respect of its Revolving Commitment were zero; 


 


(c)       The
Aggregate Exposure of such Defaulting Lender shall not be included in determining whether all Lenders or Required Lenders have
taken or may take any action hereunder (including any consent to any amendment, waiver or modification pursuant to Section 10.01),
provided that any waiver, amendment or modification requiring the consent of all Lenders or each affected Lender which affects
such Defaulting Lender differently than other affected Lenders shall require the consent of such Defaulting Lender and in any
event, no such amendment, modification, or waiver shall increase the Revolving Commitments or the principal amount of any Loans
of such Defaulting Lender, extend the maturity date applicable thereto or decrease the rate of interest (including any commitment
fees) payable in respect thereof without the consent of such Defaulting Lender;


 


(d)       If
any Letter of Credit Usage exists at the time a Lender becomes a Defaulting Lender then:


 


(i)
all or any part of such Letter of Credit Usage shall be reallocated among the Lenders that are not Defaulting Lenders in accordance
with their respective Revolving Percentages but, in any case, only to the extent the sum of the Outstanding Revolving Obligations
of all Lenders that are not Defaulting Lenders plus such Defaulting Lender’s ratable participation in all Letter of Credit
Usage does not exceed the total of the Revolving Commitments of all Lenders that are not Defaulting Lenders; 


 


(ii)
if the reallocation described in clause (i) above cannot, or can only partially, be effected, Borrower shall within one Business
Day following notice by Administrative Agent, either (x) cash collateralize such Defaulting Lender’s participation in all
Letter of Credit Usage (after giving effect to any partial reallocation pursuant to clause (i) above) in a Letter of Credit Cash
Collateral Account for so long as such Letter of Credit is outstanding or (y) backstop such Letter of Credit Usage with a letter
of credit reasonably satisfactory to the Issuing Lender;


 


(iii)
if Borrower cash collateralizes or backstops any portion of such Defaulting Lender’s Letter of Credit Usage pursuant to
this subsection (d), Borrower shall not be required to pay any fees to such Defaulting Lender pursuant to Section 2.03(j) with
respect to such Defaulting Lender’s Letter of Credit Usage during the period such Defaulting Lender’s Letter of Credit
Usage is cash collateralized or backstopped;


 


(iv)
if the Letter of Credit Usage attributable to the Defaulting Lenders is reallocated pursuant to this subsection (d), then the
fees payable to the non-Defaulting Lenders pursuant to Section 2.03(j) and Section 2.10(a) shall be adjusted in accordance


 




    44 


     


    

with
the non-Defaulting Lenders’ respective Revolving Percentages to account for such reallocation; and


 


(v)
if any Defaulting Lender’s participation in all Letter of Credit Usage is neither cash collateralized, backstopped nor reallocated
pursuant to this subsection (d), then, without prejudice to any rights or remedies of Issuing Lenders or any Lender hereunder,
all Letter of Credit fees payable under Section 2.03(j) with respect to such Defaulting Lender’s remaining participation
in all Letter of Credit Usage shall be payable to the applicable Issuing Lenders until such participation in all Letter of Credit
Usage is backstopped, cash collateralized and/or reallocated


 


(e)       So
long as any Lender is a Defaulting Lender, no Issuing Lender shall be required to issue, amend or increase any Letter of Credit,
unless it is satisfied that the related exposure will be 100% covered by the Revolving Commitments of the non-Defaulting Lenders
and/or cash collateral or backstop letters of credit will be provided by Borrower in accordance with subsection (d) of this Section,
and participating interests in any such newly issued or increased Letter of Credit shall be allocated among non-Defaulting Lenders
that are Lenders in a manner consistent with subsection (d)(i) of this Section (and Defaulting Lenders shall not participate therein).


 


(f)       In
the event that each of Administrative Agent, Borrower and Issuing Lenders agrees that a Defaulting Lender has adequately remedied
all matters that caused such Lender to be a Defaulting Lender, then the Letter of Credit Usage of the Lenders shall be readjusted
to reflect the inclusion of such formerly Defaulting Lender’s Revolving Commitment and on such date such formerly Defaulting
Lender shall purchase at par such of the Revolving Loans of the other Lenders as Administrative Agent shall determine may be necessary
in order for such formerly Defaulting Lender to hold such Revolving Loans in accordance with its Revolving Percentage.


 


2.15     Currency
Equivalents.


 


(a)       Administrative
Agent shall determine the Dollar Amount of (i) the Letter of Credit Usage in respect of Letters of Credit denominated in an Alternative
Currency based on the Exchange Rate (A) on or about the date of the related notice requesting the issuance of such Letter of Credit
and (B) at such other times as Administrative Agent may elect in its discretion (but in no case more frequently than monthly),
(ii) the Loans denominated in an Alternative Currency based on the Exchange Rate (A) on or about the date of the related notice
requesting any Borrowing, Continuation or Conversion and (B) at such other times as Administrative Agent may elect in its discretion
(but in no case more frequently than monthly) and (iii) any other amount to be converted into Dollars in accordance with the provisions
hereof at the time of such conversion.


 


(b)       If
after giving effect to any such determination of a Dollar Amount, the Letter of Credit Usage exceeds 105% of the Letter of Credit
Sublimit, Borrower shall, within five Business Days of receipt of notice thereof from Administrative Agent setting forth such
calculation in reasonable detail, deposit cash collateral in a Letter of Credit Cash Collateral Account in an amount equal to
such excess. If after giving effect to any such determination
of a Dollar Amount, the Dollar Amount of the Outstanding Revolving Obligations of all Lenders plus the aggregate principal amount
of outstanding Competitive Loans at any time exceeds the combined Revolving Commitments from time to time in effect by more than
105%, Borrower shall, immediately upon receipt of notice thereof from Administrative Agent setting forth such calculation in reasonable
detail, prepay Revolving Loans and/or deposit cash in a Letter of Credit Cash Collateral Account in an aggregate amount equal
to such excess in accordance with Section 2.06(b).


 




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SECTION
3



TAXES, YIELD PROTECTION AND ILLEGALITY


 


3.01     Taxes.


 


(a)       To
the extent permitted by Law, any and all payments by or on account of Borrower to or for the account of any Lender Party under
any Loan Document shall be made free and clear of and without deduction or withholding for or on account of any and all present
or future income, stamp or other taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges,
now or hereafter imposed, levied, collected, withheld or assessed and all interest, additions to tax, or penalties with respect
thereto, excluding, (w) in the case of a Lender Party, taxes imposed on or measured by its net income, and franchise taxes (imposed
in lieu of net income taxes) imposed on it, (I) by the jurisdiction (or any political subdivision thereof) under the Laws of which
the Lender Party is organized or maintains a Lending Office, or (II) by reason of any present or former connection between such
Lender Party and the jurisdiction imposing such taxes, other than solely as a result of this Agreement or any Note or any transaction
contemplated thereby, (x) with respect to each Lender Party, taxes imposed by reason of any present or former connection between
such Lender Party and the jurisdiction imposing such taxes, other than solely as a result of this Agreement or any Note or any
transaction contemplated hereby, (y) in the case of a Lender Party organized under the Laws of a jurisdiction outside the United
States (other than an assignee pursuant to a request by Borrower under Section 3.06(b)), any withholding tax that is imposed on
amounts payable to such Lender Party at the time such Lender Party becomes a party to this Agreement (or designates a new lending
office) or is attributable to such Lender Party’s failure to comply with Section 10.20, except to the extent that such Lender
Party (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional
amounts from Borrower with respect to such withholding tax pursuant to this Section and (z) withholding taxes imposed pursuant
to FATCA (all non-excluded taxes, duties, levies, imposts, deductions, assessments, fees, withholdings or similar charges, and
liabilities imposed on or with respect to any payment made by or on account of any obligation of any Loan Party under any Loan
Document being hereinafter referred to as “Non-Excluded Taxes”). If Borrower or Administrative Agent shall be required
by any Laws to deduct any Non-Excluded Taxes from or in respect of any sum payable under any Loan Document to any Lender Party,
(i) the sum payable shall be increased as necessary so that after making all required deductions (including deductions applicable
to additional sums payable under this Section), such Lender Party receives an amount equal to the sum it would have received had
no such deductions been made, (ii) Borrower or Administrative Agent shall make such deductions or withholdings, (iii) Borrower
or Administrative Agent shall pay the full amount deducted or withheld to the relevant taxation authority or other authority in
accordance with applicable Laws and (iv) with respect to all withholding taxes, within 30 days after the date of such payment
by Borrower, Borrower shall furnish to Administrative Agent (who shall forward the same to such Lender Party) the original or
a certified copy of a receipt evidencing payment thereof.


 


(b)       In
addition, Borrower agrees to pay, or at the option of Administrative Agent timely reimburse it for the payment of, any and all
present or future stamp, court, documentary, intangible, recording, filing or other similar taxes, charges or levies which arise
from any payment made by it under any Loan Document or from the execution, delivery, performance, enforcement or registration
of, or otherwise with respect to, any Loan Document except any such taxes that are imposed with respect to an assignment by the
Lender (hereinafter referred to as “Other Taxes”).


 


(c)       Borrower
agrees to indemnify each Lender Party for the full amount of Non-Excluded Taxes and Other Taxes (including any Non-Excluded Taxes
or Other Taxes imposed or asserted by any jurisdiction on amounts payable under this Section) paid by such Lender Party with respect
to any


 




    46 


     


    

Loan or Loan Document and any
liability (including penalties, interest and expenses) arising therefrom or with respect thereto;
provided, however, that the Borrower shall not be obligated to indemnify such
Recipientrecipient
pursuant to this Section 3.01 in respect of interest, penalties and other liabilities attributable to any Non-Excluded
Taxes or Other Taxes, if such interest, penalties other liabilities are attributable to the gross negligence or willful misconduct
of such Lender Party. After a Lender Party learns of the imposition of Non-Excluded Taxes or Other Taxes, such Lender will act
in good faith to promptly notify the Borrower of its obligations hereunder. A
certificate as to the amount of such payment or liability delivered to the Borrower
by a Lender (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender, shall be conclusive absent manifest error.


 


(d)       Notwithstanding
anything to the contrary contained in this Section 3.01, all obligations of Borrower to any Lender under such Section 3.01 shall
be subject to, and conditioned upon such Lender’s compliance with its obligations, if any, under Section 10.20.


 


(e)       If
any Lender Party determines, in its sole discretion exercised in good faith, that it has received a refund from a relevant taxing
or governmental authority in respect of any Non-Excluded Taxes or Other Taxes as to which it has been indemnified by Borrower
or with respect to which Borrower has paid additional amounts pursuant to this Section 3.01, it shall pay over such refund to
Borrower (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section 3.01 with
respect to the Non-Excluded Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses of such Lender
Party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund);
provided, that in the event such Lender Party is required to repay any or all of such refund to such Governmental Authority (a
“Refund Repayment Requirement”), Borrower, upon the request of such Lender Party, agrees to repay to such Lender Party
the full amount of such Refund Repayment Requirement (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority). This subsection shall not be construed to require any Lender Party to make available its tax returns (or any other
information relating to its taxes which it deems confidential) to Borrower or any other Person.


 


3.02     Illegality.
If any Lender determines that any Laws have made it unlawful, or that any Governmental Authority has asserted that it is
unlawful, for such Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or materially
restricts the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the applicable offshore
interbank market, or to determine or charge interest rates based upon the Eurodollar Rate, then, on notice thereof by such
Lender to Borrower through Administrative Agent, the obligation of such Lender to make Eurodollar Rate Loans shall be
suspended until such Lender notifies Administrative Agent and Borrower that the circumstances giving rise to such
determination no longer exist. Upon receipt of such notice, Borrower shall, upon demand from such Lender (with a copy to
Administrative Agent), prepay or Convert all Eurodollar Rate Loans of such Lender, either on the last day of the Interest
Period thereof, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if
such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Each Lender agrees to designate a different
Lending Office if such designation will avoid the need for such notice and will not, in the good faith judgment of such
Lender, otherwise be materially disadvantageous to such Lender.


 


3.03     Inability
to Determine Eurodollar Rates. If, in connection with any Request for Extension of Credit involving any Eurodollar Rate
Loan, (a) Administrative Agent determines that (i) deposits in Dollars are not being offered to banks in the applicable
offshore dollar market for the applicable amount and Interest Period of the requested Eurodollar Rate Loan or (ii) adequate
and reasonable means do not exist for determining the underlying interest rate for such Eurodollar Rate Loan, or (b) Required
Lenders (or, in the case of a Competitive Loan that is a Eurodollar Rate Loan, the Lender


 




    47 


     


    

that is required to make such
Loan) determine that such underlying interest rate does not adequately and fairly reflect the cost to Lenders (or Lender) of funding
such Eurodollar Rate Loan, Administrative Agent will promptly notify Borrower and all Lenders. Thereafter, the obligation of Lenders
(or Lender) to make or maintain such Eurodollar Rate Loan shall be suspended until Administrative Agent revokes such notice. Upon
receipt of such notice, Borrower may revoke any pending request for a Borrowing of Eurodollar Rate Loans or, failing that, be
deemed to have converted such request into a request for a Borrowing of Base Rate Loans in the amount specified therein.


 


3.04     Increased
Cost and Reduced Return; Capital Adequacy.


 


(a)       If
any Lender Party determines that the adoption of any Law or any change in any Law or in the interpretation thereof effective after
the date hereof:


 


(i)
Subjects such Lender Party to any tax (excluding taxes described in clauses (w), (y) and (z) of Section 3.01(a), Non-Excluded
Taxes and Other Taxes) on its loans, loan principal, letters of credit, commitments, or other obligations, or its deposits, reserves,
other liabilities or capital attributable thereto with respect to any Eurodollar Rate Loans or Fixed Rate Loans or its obligation
to make Eurodollar Rate Loans or Fixed Rate Loans;


 


(ii)
Imposes or modifies any reserve, special deposit, compulsory loan, insurance charge, or similar requirement (other than the reserve
requirement utilized in the determination of the Eurodollar Rate) relating to any extensions of credit or other assets of, or
any deposits with or other liabilities or commitments of, such Lender Party (including its Revolving Commitment); or


 


(iii)
Imposes on such Lender Party or on the offshore interbank market any other condition, cost or expense (other than taxes) affecting
this Agreement or any of such extensions of credit or liabilities or commitments;


 


and the result of any of the
foregoing is to increase the cost to such Lender Party of making, Converting into, Continuing, or maintaining any Eurodollar Rate
Loans or Fixed Rate Loans or issuing or participating in Letters of Credit or to reduce any sum received or receivable by such
Lender Party under this Agreement with respect to any Eurodollar Rate Loans or Fixed Rate Loans or Letter of Credit, then from
time to time upon demand of such Lender Party (with a copy of such demand to Administrative Agent), Borrower shall pay to such
Lender Party such additional amounts as will compensate such Lender Party for such increased cost or reduction.


 


(b)       If
any Lender Party determines that the adoption of any Law or any change in any Law or in the interpretation thereof effective after
the date hereof, including in regard to capital adequacy and liquidity, has the effect of reducing the rate of return on the capital
of such Lender Party or compliance by such Lender Party (or its Lending Office) or any corporation controlling such Lender Party
as a consequence of such Lender Party’s obligations hereunder (taking into consideration its policies with respect to capital
adequacy and liquidity and such Lender Party’s desired return on capital and desired liquidity levels), then from time to
time upon demand of such Lender Party (with a copy to Administrative Agent), Borrower shall pay to such Lender Party such additional
amounts as will compensate such Lender Party for such reduction.


 


(c)       Notwithstanding
the foregoing provisions of this Section, a Lender Party shall not be entitled to compensation pursuant to this Section in respect
of any Competitive Loan if the adoption of or change in Law or in the interpretation thereof that would otherwise entitle it to
such compensation shall


 




    48 


     


    

have been publicly announced
prior to submission of the Competitive Bid pursuant to which such Loan was made.


 


(d)     
Notwithstanding anything herein to the contrary (i) all requests, rules, guidelines, requirements and directives promulgated by
the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or
by United States or foreign regulatory authorities, in each case pursuant to Basel III, and (ii) the Dodd-Frank Wall Street Reform
and Consumer Protection Act and all requests, rules, guidelines, requirements and directives thereunder or issued in connection
therewith or in implementation thereof, shall in each case be deemed to be a change in Law, regardless of the date enacted, adopted,
issued or implemented.


 


3.05     Breakfunding
Costs. Subject to Section 3.06(a), upon demand of any Lender (with a copy to Administrative Agent) from time to time,
Borrower shall promptly compensate such Lender for and hold such Lender harmless from any actual loss, cost or expense
incurred by it as a result of:


 


(a)       Any
Continuation, Conversion, payment or prepayment by Borrower of any Eurodollar Rate Loan or Fixed Rate Loan on a day other than
the last day of the Interest Period for such Eurodollar Rate Loan or Fixed Rate Loan (whether voluntary, mandatory, automatic,
by reason of acceleration or otherwise);


 


(b)       Any
failure by Borrower (for a reason other than the failure of such Lender to make a Eurodollar Rate Loan or Fixed Rate Loan) to
prepay, borrow, Continue or Convert any Eurodollar Rate Loan or Fixed Rate Loan on the date or in the amount notified by Borrower;
or


 


(c)       Any
failure by Borrower to borrow any Competitive Loan after accepting the Competitive Bid to make such Loan;


 


excluding any loss of anticipated
profits but including any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such
Loan or from fees payable to terminate the deposits from which such funds were obtained.


 


3.06     Matters
Applicable to all Requests for Compensation.


 


(a)       A
certificate of Administrative Agent or any Lender claiming compensation under this Section 3 and setting forth the additional
amount or amounts to be paid to it hereunder shall be conclusive in the absence of clearly demonstrable error; provided
that such certificate (i) sets forth with reasonable specificity the calculation of the amount to be paid, (ii) states that Administrative
Agent or such Lender, as applicable, is treating substantially all similarly situated borrowers in a manner that is consistent
with the treatment afforded Borrower hereunder, (iii) is delivered within 90 days of the later of the date of the event giving
rise to such compensation and the date Administrative Agent or such Lender knew or, with the exercise of reasonable care, should
have known of the requirements for such compensation, and (iv) confirms (in the case of a claim for compensation under Section
3.01 or Section 3.04) that either a change in Administrative Agent’s Office or Lending Office, as the case may be, of Administrative
Agent or such Lender, as the case may be, would not have eliminated the request for compensation or that such change would have
been otherwise disadvantageous to Administrative Agent or such Lender, as the case may be. In determining the amount of such compensation,
Administrative Agent or any Lender may use any reasonable averaging and attribution methods.


 


(b)       Upon
any Lender becoming prohibited from making, maintaining or funding Eurodollar Rate Loans pursuant to Section 3.02, or upon any
Lender making a claim for compensation


 




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under Section 3.01 or Section
3.04, Borrower may remove or replace such Lender in accordance with Section 10.21.


 


3.07     Survival.
All of Borrower’s obligations under this Section 3 shall survive termination of the Revolving Commitments and payment
in full of all Obligations.


 


SECTION
4



CONDITIONS PRECEDENT TO EXTENSIONS OF CREDIT


 


4.01     Conditions
Precedent to Effective Date. The agreement of each Lender to make the initial Extension of Credit requested to be made
by it is subject to the satisfaction, on or before June 30, 2016, of the conditions precedent set forth in this Section 4.014.01
(all of which have been irrevocably satisfied or waived as of May 26, 2016):


 


(a)       Receipt
by Administrative Agent of each of the following, each of which shall be originals, facsimiles or pdf copies unless otherwise
specified, each properly executed by a Responsible Officer of the applicable Loan Party, each dated on, or in the case of third
party certificates, recently before, the Effective Date and each in form and substance reasonably satisfactory to Administrative
Agent:


 


(i)
Executed counterparts of (a) this Agreement, executed and delivered by Borrower, Administrative Agent and each Person listed on
Schedule 2.01 and (b) the Guarantee Agreement, executed and delivered by each Guarantor (provided that the requirements of this
clause (i) may be satisfied by customary written evidence reasonably satisfactory to Administrative Agent (which may include electronic
transmission of a signed signature page) that such party has signed a counterpart to this Agreement or the Guarantee Agreement
(as applicable));


 


(ii)
Administrative Agent shall have received a certificate of each Loan Party, dated the Effective Date and executed by a secretary,
assistant secretary or Responsible Officer thereof, which shall (A) certify that attached thereto are (x) a true and complete
copy of the certificate or articles of incorporation, formation or organization of such Loan Party certified by the relevant authority
of its jurisdiction of organization, which certificate or articles of incorporation, formation or organization of such Loan Party
attached thereto have not been amended (except as attached thereto) since the date reflected thereon, (y) a true and correct copy
of the by-laws or operating, management, partnership or similar agreement of such Loan Party, together with all amendments thereto
as of the Effective Date and such by-laws or operating, management, partnership or similar agreement are in full force and effect
and (z) a true and complete copy of the resolutions or written consent, as applicable, of its board of directors, board of managers,
sole member or other applicable governing body authorizing the execution, delivery and performance of the Loan Documents, and,
in the case of Borrower, the borrowings and other obligations thereunder, which resolutions or consent have not been modified,
rescinded or amended (other than as attached thereto) and are in full force and effect, and (B) identify by name and title and
bear the signatures of the officers, managers, directors or authorized signatories of such Loan Party authorized to sign the Loan
Documents to which such Loan Party is a party on the Effective Date;


 


(iii)
A certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.01(e) and
(f) have been satisfied and (B) that


 




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there
has been no event or circumstance since the date of the Reference Statements which has a Material Adverse Effect;


 


(iv)
An opinion of counsel to Borrower in form and substance reasonably satisfactory to Administrative Agent; and


 


(v)
All information requested by any Lender in writing at least five Business Days prior to the Effective Date, to the extent necessary
to enable such Lender to identify Borrower and Guarantors to the extent required for compliance with the PATRIOT Act or other
“know your customer” rules and regulations (which requested information shall have been received at least two Business
Days prior to the Effective Date).


 


(b)       Any
fees required to be paid on or before the Effective Date shall have been paid.


 


(c)       Administrative
Agent shall have received notice that substantially simultaneously with the Effective Date, the Existing Credit Agreement shall
have been terminated in accordance with the terms of the Existing Credit Agreement, and all principal, interest and fees owing
thereunder shall have been paid.


 


(d)       Lenders
shall have received (i) audited consolidated financial statements of Borrower and its Subsidiaries for the most recent fiscal
year ended prior to the Effective Date as to which such financial statements are available and (ii) unaudited interim consolidated
financial statements of Borrower and its Subsidiaries for each quarterly period, if any, ended subsequent to the date of the financial
statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available. The documents
referred to in the preceding sentence shall be deemed delivered hereunder by the filing by Borrower of its quarterly report on
Form 10-Q or annual report on Form 10-K (as applicable) on the date on which such
documents are posted on Borrower’s behalf on an Internet website to which each Lender and Administrative Agent has access.


 


(e)       The
representations and warranties made by Borrower herein, or which are contained in any certificate, document or financial or other
statement furnished at any time under or in connection herewith or therewith, shall be correct in all material respects on and
as of the Effective Date.


 


(f)       No
Default or Event of Default shall have occurred and be continuing.


 


(g)       Unless
waived by Administrative Agent, Borrower shall have paid all Attorney Costs of Administrative Agent to the extent invoiced prior
to or on the Effective Date.


 


4.02     Conditions
to allCertain
Extensions of Credit. TheOther
than with respect to any Certain Funds Credit Extension (which shall be subject to Section 4.03), the obligation of
each Lender to honor any Request for Extension of Credit (including the initial Extension of Credit, but other than a Conversion
or Continuation) is subject to the following conditions precedent:


 


(a)       The
representations and warranties of Borrower contained in Section 5 (other than Sections 5.04(b) and 5.05) of this Agreement shall
be correct in all material respects on and as of the date of such Extension of Credit as if made on and as of such date, except
to the extent any such representation and warranty specifically relates to any earlier date, in which case such representation
and warranty shall have been true and correct in all material respects on and as of such earlier date.


 


(b)       No
Default or Event of Default exists, or would result from such Extension of Credit or the use thereof.


 




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Each Request
for Extension of Credit by Borrower shall be deemed to be a representation and warranty that the conditions specified in Sections
4.02(a) and (b) have been satisfied on and as of the date of such Extension of Credit.


 


4.03     Conditions
to Certain Funds Credit Extensions. Notwithstanding anything in this Agreement to the contrary, the
obligation of each Lender to honor any Request for Extension of Credit in respect of any Certain Funds Credit Extension during
the Certain Funds Period is subject solely to the following conditions precedent:


 


(a)       The
Amendment No. 1 Effective Date shall have occurred.


 


(b)       No
Draw-Stop Event shall have occurred and be continuing or would result from the proposed Certain Funds Credit Extension to be made
on such date.


 


(c)       No
Major Event of Default shall have occurred and be continuing or would result from the proposed Certain Funds Credit Extension
to be made on such date.


 


(d)       It
shall not be illegal for any Lender to lend and there is no injunction, restraining order or equivalent prohibiting any Lender
from funding its portion of such Certain Funds Credit Extensions; provided, that such Lender has used commercially reasonable
efforts to fund its such Certain Funds Credit Extensions through an Affiliate of such Lender not subject to such legal restriction;
provided, further, that the occurrence of such event in relation to one Lender shall not relieve any other Lender of its obligations
hereunder.


 


(e)       The
Administrative Agent shall have received a Request for Extension of Credit otherwise in accordance with the requirements of this
Agreement.


 


4.04     4.03Determinations
Under SectionSections
4.01, 4.02 and 4.03. For purposes of determining
compliance with the conditions specified in Section 4.01, 4.02 and
4.03 (as applicable), each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with
each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to the Lenders
unless an officer of Administrative Agent responsible for the transactions contemplated by this Agreement shall have received
notice from such Lender prior to the Effective Date, the Amendment
No. 1 Effective Date or the date of any Extension of Credit, as applicable, specifying its objection thereto. Administrative
Agent (or its counsel) shall promptly notify the Lenders and Borrower in writing of the occurrence of the Effective Date,
which writing and of the occurrence of the Amendment
No. 1 Effective Date, which writings shall be conclusive and
irrevocable. 


 


4.05     Actions by Lenders During Certain Funds Period. Notwithstanding (x) anything to the contrary in
this Agreement or any other Loan Document or (y) that any condition set forth in Section 4.01, Section 4.02 or Section 4.03
may subsequently be determined not to have been satisfied, during the Certain Funds Period (unless (i) a Major Event of
Default has occurred and is continuing or, in respect of clause (c) below, would result therefrom, (ii) in respect of
clause (c) below, the conditions set forth in Section 4.03, as applicable, are not satisfied or (iii) it becomes
illegal for any Lender to maintain its Revolving Commitment; provided that such Lender has used commercially reasonable
efforts to maintain its Commitment through an Affiliate of such Lender not subject to a legal restriction and that the
occurrence of such event in relation to one Lender shall not enable any other Lender to cancel its Revolving Commitment),
each Lender shall comply with its obligations to fund any Certain Funds Credit Extension under the Loan Documents and no
Lender shall:


 


(a)       cancel
any of its Revolving Commitments; 


 




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(b)       rescind,
terminate or cancel any Loan Document or exercise any similar right or remedy or make or enforce any claim under any Loan Document
it may have to the extent to do so would prevent or limit the funding of any Borrowing in respect of any Certain Funds Credit
Extension; 


 


(c)       refuse
to fund any Loan in respect of any Certain Funds Credit Extension;


 


(d)       exercise
any right of set-off or counterclaim in respect of any Loan to the extent to do so would prevent or limit the funding of any Borrowing
in respect of any Certain Funds Credit Extension;


 


(e)       cancel,
accelerate or cause repayment or prepayment of any amounts owing under any Loan Document to the extent to do so would prevent
or limit the funding of any Certain Funds Credit Extension; or


 


(f)       take
any other action or make or enforce any claim or exercise any rights, entitlements or remedies it may have against any Loan Party
or under the terms of any Loan Document to the extent to do so would, directly or indirectly, alter the conditions to drawing
of a Certain Funds Credit Extension in a manner that is adverse to Borrower;


 


provided
that immediately upon the expiration of the Certain Funds Period all such rights, remedies and entitlements (to the extent otherwise
available) shall be available to the Lenders notwithstanding that they may not have been used or been available for use during
the Certain Funds Period.


 


SECTION
5



REPRESENTATIONS AND WARRANTIES


 


Subject
to Section 4.05, Borrower represents and warrants to Administrative Agent and Lenders
that:


 


5.01     
Existence and Qualification; Power; Compliance with Laws. Each of Borrower and its Restricted
Subsidiaries (a) is a corporation, partnership or limited liability company duly organized or formed, validly existing and in
good standing under the Laws of the state of its organization, except, with respect to any Restricted Subsidiary that is not a
Loan Party, to the extent that the failure to be so organized, formed, validly existing or in good standing does not have a Material
Adverse Effect, and (b) is in compliance with all Laws, except to the extent that noncompliance does not have a Material Adverse
Effect.


 


5.02     
Power; Authorization; Enforceable Obligations. Each Loan Party has the power and authority
and the legal right to execute, deliver and perform each Loan Document to which it is a party, and has taken all necessary organizational
action to authorize the execution, delivery and performance of each Loan Document to which it is a party. Except for such consents,
authorizations, filings or other acts which have been duly made or obtained and are in full force and effect, no consent or authorization
of, filing with, or other act by or in respect of any Governmental Authority is required for the due execution, delivery or performance
of this Agreement or any of the other Loan Documents, except as would not reasonably be expected to have a material adverse effect
on the validity or enforceability of this Agreement or the Guarantee Agreement. Each Loan Document has been duly executed and
delivered on behalf of each Loan Party party thereto, and constitutes a legal, valid and binding obligation of each Loan Party
party thereto, enforceable against each such Loan Party in accordance with its terms, subject to applicable bankruptcy, insolvency,
reorganization, moratorium or other Laws affecting creditors’ rights


 




    53 


     


    

generally and subject to general
principles of equity, regardless of whether considered in a proceeding in equity or at law.


 


5.03     No Legal
Bar. The execution, delivery, and performance by each Loan Party of the Loan Documents to which it is a party do not and will
not (a) violate or conflict with, or result in a breach of, or require any consent under (i) such Loan Party’s organizational
documents, (ii) any applicable Laws which has a Material Adverse Effect, or (iii) any Contractual Obligation, license or franchise
of any Loan Party or by which any Loan Party or its property is bound or subject, in each case with respect to this clause (iii),
which has a Material Adverse Effect or (b) constitute a default under any such Contractual Obligation, license or franchise which
has a Material Adverse Effect.


 


5.04     Financial
Statements; No Material Adverse Effect.


 


(a)       The
Reference Statements fairly present, in all material respects, the financial condition of Borrower and its consolidated Subsidiaries
as of the date thereof and their results of operations for the period covered thereby in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein.


 


(b)       From
December 31, 2015 to the Effective Date, there has been no event or circumstance which has a Material Adverse Effect.


 


5.05     Litigation.
Except as disclosed in Borrower’s public filings prior to the Effective Date, no litigation, investigation or proceeding
of or before an arbitrator or Governmental Authority is pending or, to the knowledge of Borrower, threatened by or against Borrower
or any of its Restricted Subsidiaries or against any of their properties or revenues that has a Material Adverse Effect.


 


5.06     Use
of Proceeds. Borrower will use the proceeds of the Extensions of Credit for general corporate purposes;
provided that the proceeds of any Certain Funds Credit Extension shall only be used for Certain Funds Purposes. No
part of the proceeds of any Extensions of Credit hereunder will be used for “purchasing” or “carrying”
“margin stock” as so defined in a manner which violates, or which would be inconsistent with, the provisions of Regulations
T, U, or X of the Board of Governors of the Federal Reserve System.


 


5.07     Anti-Corruption
Laws and Sanctions. Borrower has implemented and maintains in effect policies and procedures reasonably designed to promote
compliance by Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws
and applicable Sanctions, and Borrower, its Subsidiaries and to the knowledge of Borrower its officers, directors, employees and
agents, are in compliance with Anti-Corruption Laws and applicable Sanctions in all material respects. None of (a) Borrower, any
Subsidiary or, to the knowledge of Borrower or such Subsidiary, any of their respective directors, officers or employees, or (b)
to the knowledge of Borrower, any agent of Borrower or any Subsidiary that will act in any capacity in connection with or benefit
from the credit facility established hereby, is a Sanctioned Person.


 


SECTION
6



AFFIRMATIVE COVENANTS


 


SoSubject
to Section 4.05, so long as any Obligation remains unpaid, or any portion of the Revolving
Commitments remains outstanding, Borrower shall, and shall (except in the case of Borrower’s reporting covenants), cause
each Restricted Subsidiary to:


 




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6.01     Financial
Statements. Deliver to Administrative Agent and Lenders, in form and detail satisfactory to Administrative
Agent:


 


(a)       As
soon as available but in any event within 105 days after the end of each fiscal year of Borrower, consolidated balance sheets
as at the end of such fiscal year and related consolidated statements of income and cash flows for such fiscal year of Borrower
and its consolidated Subsidiaries and certified by a Responsible Officer of Borrower, setting forth in comparative form the figures
for the previous fiscal year, all in reasonable detail, audited and accompanied by a report and opinion of independent certified
public accountants of nationally recognized standing reasonably acceptable to Administrative Agent, which report and opinion shall
not be subject to any “going concern” qualification or qualifications as to the scope of the audit.


 


(b)       As
soon as available, but in any event within 60 days after the end of each of the first three fiscal quarters of each fiscal year
of Borrower ending after the Effective Date, consolidated balance sheets as at the end of such fiscal quarter, and related consolidated
statements of income and cash flows for such fiscal quarter and for the portion of Borrower’s fiscal year then ended, of
Borrower and its consolidated Subsidiaries, setting forth in each case in comparative form the figures for the corresponding fiscal
quarter of the previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail and certified
by a Responsible Officer of Borrower as fairly presenting in all material respects the financial condition, results of operations
and cash flows of Borrower and its consolidated Subsidiaries in accordance with GAAP, subject only to pro forma adjustments and
normal year-end audit adjustments.


 


(c)       Financial
statements and other documents required to be delivered pursuant to this Section 6.01 or Section 6.02(b) may be delivered electronically
and if so delivered, shall be deemed to have been delivered (i) to the extent such documents are included in materials otherwise
filed with the U.S. Securities and Exchange Commission, when such filing is available to the Lenders on EDGAR or (ii) in any case,
on the date on which such documents are posted on Borrower’s behalf on an Internet website to which each Lender and Administrative
Agent has access.


 


6.02     Certificates,
Notices and Other Information. Deliver to Administrative Agent in form and detail satisfactory to Administrative
Agent:


 


(a)       No
later than the date required for the delivery of the financial statements referred to in Sections 6.01(a) and (b), a duly completed
Compliance Certificate (which shall include reconciliation of certain financial information with respect to the Restricted Group)
signed by a Responsible Officer of Borrower, which Compliance Certificate shall set forth the necessary adjustments to exclude
the Indebtedness and EBITDA attributed to Unrestricted Subsidiaries from the calculations set forth therein and shall give pro
forma effect to Material Acquisitions and Material Dispositions in accordance with Section 1.07;


 


(b)       Promptly
after the same are available, copies of all annual, regular, periodic and special reports and registration statements which Borrower
may file or be required to file with the Securities and Exchange Commission under Sections 13 or 15(d) of the Securities Exchange
Act of 1934, and not otherwise required to be delivered to Administrative Agent pursuant hereto;


 


(c)       Promptly
after a Responsible Officer of Borrower obtaining knowledge of the occurrence thereof, notice of any Default or Event of Default
specifying the nature thereof and what action Borrower has taken, is taking or proposes to take with respect thereto;


 




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(d)       Promptly
after a Responsible Officer of Borrower obtaining knowledge of the occurrence thereof, notice of any ERISA Event that has a Material
Adverse Effect; and


 


(e)       Promptly
after such request, such other data and information as from time to time may be reasonably requested by Administrative Agent or
any Lender through Administrative Agent (it being understood that Borrower and its Subsidiaries shall not be required to provide
any information or documents that are subject to confidentiality provisions, the nature of which prohibit such disclosure, or
would violate any attorney-client privilege).


 


6.03     Payment
of Taxes. Pay and discharge when due all taxes, assessments and governmental charges or levies imposed on it or on its income
or profits or any of its property, except for any such tax, assessment, charge or levy which is being contested in good faith
and by appropriate proceedings, if adequate reserves with respect thereto are maintained on its books in accordance with GAAP,
and except for such payments which, if not paid, do not in the aggregate, have a Material Adverse Effect.


 


6.04     Preservation
of Existence. Preserve and maintain its existence, licenses, permits, rights, franchises and privileges necessary or desirable
in the normal conduct of its business, except where failure to do so does not have a Material Adverse Effect, and except that
nothing in this Section 6.04 shall prohibit any transaction permitted by Section 7.03.


 


6.05     Compliance
With Laws. Comply with the requirements of all applicable Laws and orders of any Governmental Authority, noncompliance
with which has a Material Adverse Effect.


 


6.06     Inspection
Rights. At any time during regular business hours, upon reasonable notice, and as often as reasonably requested, but
subject to Section 10.17, permit Administrative Agent or any Lender, or any employee, agent or representative thereof, to
examine (and during the existence of an Event of Default, make copies and abstracts from) the records and books of account of
Borrower and its Restricted Subsidiaries and to visit and inspect their properties and to discuss their affairs, finances and
accounts with any of their officers and key employees; provided that, other than during the continuance of an Event of
Default, no more than one such examination, visit or inspection shall occur during any calendar year. Notwithstanding the
foregoing, it is understood and agreed that Borrower and its Subsidiaries shall not be required to provide or otherwise allow
access to any information or documents that are subject to confidentiality provisions, the nature of which prohibit such
disclosure, or would violate any attorney-client privilege.


 


6.07     Keeping
of Records and Books of Account. Keep, in all material respects, proper books of record and account, in which entries shall
be made sufficient to permit the preparation of consolidated financial statements in accordance with GAAP.


 


6.08     Designation
of Unrestricted Subsidiaries. So long as no Default or Event of Default exists or arises as a result thereof and subject to
the next succeeding sentence, Borrower may from time to time designate a Restricted Subsidiary as an Unrestricted Subsidiary or
designate an Unrestricted Subsidiary as a Restricted Subsidiary; provided that Borrower shall (a) provide Administrative
Agent written notification of such designation prior to or concurrently therewith (which written notification Administrative Agent
will promptly forward to Lenders), (b) if such designation is a Material Acquisition (in the case of the designation of an Unrestricted
Subsidiary as a Restricted Subsidiary) or a Material Disposition (in the case of the designation of a Restricted Subsidiary as
an Unrestricted Subsidiary), within 10 Business Days after such notification, deliver to Administrative Agent a certificate, in
form reasonably acceptable to Administrative Agent, demonstrating pro-forma compliance (in accordance with Section 1.07) with
Section 7.06 immediately prior to and after giving


 




    56 


     


    

effect to such designation and
(c) not designate as an Unrestricted Subsidiary any Guarantor that is a Significant Subsidiary and that guarantees Material Debt
unless such Guarantor is simultaneously released from its guarantee of such Material Debt. Notwithstanding anything to the contrary
contained herein, (x) each Guarantor shall at all times be a Restricted Subsidiary for all purposes hereunder unless such Guarantor
is simultaneously released as a Guarantor upon such designation as contemplated pursuant to Section 6.10, (y) unless designated
as an Unrestricted Subsidiary in compliance with clause (z) below, each Cable Subsidiary shall at all times be a Restricted Subsidiary
for all purposes hereunder, and (z) Borrower may designate a Cable Subsidiary as an Unrestricted Subsidiary at any time when the
Leverage Ratio (calculated after giving pro forma effect to such designation) is less than or equal to 4.50 to 1.00. Borrower
hereby designates the Subsidiaries listed on Schedule 6.08 as Unrestricted Subsidiaries.


 


6.09     Anti-Corruption
Laws and Sanctions. Borrower will maintain in effect and enforce policies and procedures reasonably designed to promote compliance
by Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable
Sanctions.


 


6.10     Guarantors.
Any time after the Effective Date, Borrower may cause any of its Subsidiaries to guarantee the Obligations of Borrower hereunder
by delivering to Administrative Agent an Assumption Agreement to the Guarantee Agreement, in form set forth on Annex 1 to the
Guarantee Agreement and executed by such proposed Guarantor. If, at any time following the Effective Date, a Guarantor ceases
to be a Restricted Subsidiary (including as a result of a redesignation of such Restricted Subsidiary as an Unrestricted Subsidiary)
or ceases to be a Subsidiary, in each case as a result of a transaction not otherwise prohibited hereunder, then such
Guarantor’s guarantee of the Obligations shall be automatically released and such Guarantor shall be automatically released
from its obligations under the Guarantee Agreement.  In addition, if Borrower elects by notice in writing to Administrative
Agent to cause such Guarantor to be released from its guarantee of the Obligations, and a Responsible Officer of Borrower certifies
in writing that immediately after giving effect to such release, no Default or Event of Default shall have occurred and be continuing,
then immediately upon the delivery of such notice and certification to Administrative Agent such Guarantor’s guarantee of
the Obligations shall be automatically released and such Guarantor shall be automatically released from its obligations under
the Guarantee Agreement.  Notwithstanding the foregoing, no Guarantor that is a Significant Subsidiary and that guarantees
any Material Debt may be released from the Guarantee Agreement and its Guarantee Obligation thereunder, including as a result
of being designated as an Unrestricted Subsidiary, unless such Guarantor is simultaneously released from its guarantee of such
Material Debt. Administrative Agent shall execute such documents as Borrower shall reasonably request to evidence the release
contemplated by this Section 6.10. 


 


SECTION
7



NEGATIVE COVENANTS


 


SoSubject
to Section 4.05, so long as any Obligations remain unpaid, or any portion of the Revolving
Commitments remains outstanding:


 


7.01     Liens.
Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, incur, assume or suffer to
exist, any Lien securing Indebtedness for borrowed money (including without duplication Guaranty Obligations in respect
thereof) upon any of its property, assets or revenues, whether now owned or hereafter acquired, except:


 


(a)       Liens
pursuant to any Loan Document;


 




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(b)       Liens
existing on the date hereof securing Indebtedness for borrowed money (including without duplication Guaranty Obligations in respect
thereof) that does not exceed $750,000,000 in the aggregate, and any renewals or extensions thereof, provided that such Liens
are not extended to cover any other property, assets or revenues;


 


(c)       Liens
in favor of Borrower or any Restricted Subsidiary;


 


(d)       Liens
on “margin stock” (as defined in Regulation U of the Board of Governors of the Federal Reserve System);


 


(e)       Liens
on property acquired (by purchase, merger or otherwise) after the date hereof, existing at the time of acquisition thereof (but
not created in anticipation thereof), or placed thereon (at the time of such acquisition or within 180 days of such acquisition
to secure a portion of the purchase price thereof), and any renewals or extensions thereof, so long as the Indebtedness secured
thereby is permitted hereby; provided that such Liens do not and are not extended to cover any other property;


 


(f)       To
the extent constituting Liens securing Indebtedness for borrowed money (including without duplication Guaranty Obligations in
respect thereof), Liens under Sale-Leaseback Transactions, and any renewals or extensions thereof, so long as the Indebtedness
secured thereby does not exceed $1,000,000,000 in the aggregate;


 


(g)       Liens
arising in connection with asset securitization transactions, so long as the aggregate outstanding principal amount of the obligations
secured thereby does not exceed $2,000,000,000 at any one time;


 


(h)       Liens
not otherwise permitted hereby which secure Indebtedness incurred pursuant to Asset Monetization Transactions; and



 


(i)       (A)
Liens on any assets of the Target Group which Liens (i) are existing as of the Final Closing Date, (ii) are not incurred to secure
indebtedness financing the Target Acquisition and (iii) do not extend to other assets other than (x) after acquired property that
is automatically subject to such Lien, (y) proceeds and products of such property and any replacement, improvement, accessions
or additions thereto and (B) any modification, replacement, refinancing, renewal or extension of such Lien; and


 


(j)       (i)
other Liens, so long as the aggregate outstanding principal amount of the Indebtedness
for borrowed money (including without duplication Guaranty Obligations in respect thereof) secured thereby does not exceed at
any time an amount equal to (x) 15% of Consolidated Net Tangible Assets minus (y) the amount, if any, of any unsecured Indebtedness
incurred by any Restricted Subsidiary that is not a Guarantor pursuant to Section 7.02.


 


7.02     Non-Guarantor
Subsidiary Indebtedness. Borrower shall not permit any of its Restricted Subsidiaries that are not Guarantors to create, incur,
assume or permit to exist any Indebtedness, except


 


(a)       Indebtedness
existing on the date hereof, in an aggregate amount not in excess of (i) the aggregate amount of the Asset Monetization Transactions
set forth on Schedule A plus (ii) $2,000,000,000, and all extensions, renewals and replacements of such Indebtedness that do not
increase the outstanding principal amount thereof;


 




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(b)       Indebtedness
of any Restricted Subsidiary to Borrower or any other Restricted Subsidiary; and


 


(c)       (A)
Indebtedness of the Target Group that (i) is existing as of the Final Closing Date and (ii) is not incurred to finance the Target
Acquisition and (B) any modification, replacement, refinancing, renewal or extension of such Indebtedness; and


 


(d)       (c)
Indebtedness in an aggregate principal amount for all such Restricted Subsidiaries
that are not Guarantors not exceeding at any time (x) 15% of Consolidated Net Tangible Assets minus (y) the amount, if any, of
Indebtedness for borrowed money (including without duplication Guaranty Obligations in respect thereof) of any Loan Party secured
pursuant to Section 7.01(ij).


 


7.03     Fundamental
Changes. (a) Borrower shall not (A) merge or consolidate with or into any Person or (B) liquidate, wind-up or
dissolve itself or (C) sell, transfer or dispose of all or substantially all of its assets, provided that nothing in this
Section 7.03 shall be construed to prohibit Borrower from reincorporating in another jurisdiction permitted by clause (iii)
below, changing its form of organization or merging into, or transferring all or substantially all of its assets to, another
Person so long as:


 


(i)
either (x) Borrower shall be the surviving entity with substantially the same assets immediately following the reincorporation
or reorganization or (y) the surviving entity or transferee (the “Successor Corporation”) shall, immediately following
the merger or transfer, as the case may be, (A) have substantially all of the assets of Borrower immediately preceding the merger
or transfer, as the case may be, (B) have duly assumed all of Borrower’s obligations hereunder and under the other Loan
Documents in form and substance satisfactory to Administrative Agent (and, if requested by Administrative Agent, the Successor
Corporation shall have delivered an opinion of counsel as to the assumption of such obligations) and (C) either (I) have then-effective
ratings (or implied ratings) published by Moody’s or S&P applicable to such Successor Corporation’s senior, unsecured,
non-credit-enhanced, long term indebtedness for borrowed money, which ratings shall be either Baa3 or higher (if assigned by Moody’s)
or BBB- or higher (if assigned by S&P) or (II) be acceptable to Required Lenders;


 


(ii)
immediately after giving effect to such transaction no Default or Event of Default shall have occurred and be continuing; and


 


(iii)
the Borrower or a Successor Corporation’s jurisdiction of organization
shall be a state within in the United States of America or the District of Columbia.


 


(b)       Borrower
and its Restricted Subsidiaries, taken as a whole, shall continue to operate cable, media and other communications businesses
as its primary lines of business.


 


Notwithstanding
anything to the contrary herein, for the avoidance of doubt, this Section 7.03 shall not apply to the Target Acquisition or any
transactions undertaken to implement the Target Acquisition, in accordance with the Offer Documents or the Scheme Documents and
the Target Acquisition shall be permitted hereunder.


 


7.04     ERISA.
Borrower shall not, nor shall it permit any Restricted Subsidiary to, directly or indirectly, at any time permit (a) any Plan
to (i) engage in any non-exempt “prohibited transaction” (as defined in Section 4975 of the Code) or (ii) fail to
comply with ERISA or any other Laws


 




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applicable to a Plan or (b) the
occurrence of any ERISA Event; which, with respect to each event described in clauses (a) or (b) above, has a Material Adverse
Effect.


 


7.05     Anti-Corruption
Laws and Sanctions. Borrower will not request any Borrowing or Letter of Credit, and Borrower shall not use, and shall not
make available to its Subsidiaries and its or their respective directors, officers, employees and agents, the proceeds of any
Borrowing or Letter of Credit (A) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving
of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (B) for the purpose of funding, financing
or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, except
to the extent such activities, business or transaction are not prohibited by any Sanctions applicable to Borrower or any of its
Subsidiaries, or (C) in any manner that would result in the violation of any Sanctions applicable to any party hereto.


 


7.06     Financial
Covenant. Borrower shall not permit the Leverage Ratio as of the end of any fiscal quarter of Borrower to be greater than
5.75 to 1.00.


 


SECTION
8



EVENTS OF DEFAULT AND REMEDIES


 


8.01     Events
of Default. AnySubject
to Section 4.05, any one or more of the following events shall constitute an Event of Default:


 


(a)       Borrower
fails to pay any principal on any of its Outstanding Revolving Obligations or Competitive Loans (other than fees) on the date
when due; or


 


(b)       Borrower
fails to pay any interest on any of its Outstanding Revolving Obligations or Competitive Loans, or any commitment fees, within
five days after the date when due; or fails to pay any other fees or amount payable to Administrative Agent or any Lender under
any Loan Document within five days after the date when due or, if applicable, after demand is made for the payment thereof; or


 


(c)       Any
default occurs in the observance or performance of any agreement contained in Section 6.02(c), 7.03 or 7.06; or


 


(d)       Any
Loan Party fails to perform or observe any other covenant or agreement (not specified in subsections (a), (b) or (c) above) contained
in any Loan Document on its part to be performed or observed and such failure continues for 30 days after notice thereof to Borrower
from Administrative Agent or any Lender; or


 


(e)       Any
representation or warranty by any Loan Party in this Agreement or any other Loan Document or any Compliance Certificate proves
to have been incorrect in any material respect when made or deemed made; or


 


(f)       (i)
Borrower or any Restricted Subsidiary (x) defaults in any payment when due (giving effect to any stated grace periods) of principal
of or interest on any Indebtedness (other than the Obligations) having an aggregate principal amount in excess of the Threshold
Amount or (y) defaults in the observance or performance of any other agreement or condition relating to any Indebtedness (other
than the Obligations) or contained in any instrument or agreement evidencing, securing or relating thereto, and as a consequence,
Indebtedness having an aggregate principal amount in excess of the Threshold Amount shall have become due (automatically or otherwise)
or shall have been required to be


 




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redeemed prior to its stated
maturity (provided that to the extent that any acceleration referred to in the preceding provisions of this Section 8.01(f)
is duly rescinded by the required holders of the applicable Indebtedness, such acceleration shall cease to be an Event of Default
hereunder, unless and except to the extent that Administrative Agent has theretofore exercised remedies hereunder pursuant to
Section 8.02), or (ii) Borrower or any Guarantor shall generally not pay its debts as they become due or shall admit in writing
its inability to pay its debts as they mature; or


 


(g)       The
Guarantee Agreement, at any time after its execution and delivery and for any reason other than the agreement of Required Lenders
or all Lenders, as may be required hereunder, or satisfaction in full of all the Obligations, ceases to be in full force and effect
or is declared by a court of competent jurisdiction to be null and void, invalid or unenforceable in any material respect; or
Borrowera Guarantor
denies in writing that it has any or further liability or obligation under the Guarantee Agreement, or purports to
revoke, terminate or rescind the Guarantee Agreement in writing; or


 


(h)       A
final non-appealable judgment against Borrower or any of its Significant Subsidiaries is entered for the payment of money (which
is not covered by insurance) in excess of the Threshold Amount if such judgment remains unsatisfied without procurement of a stay
of execution for 60 calendar days after the date of entry of such judgment; or


 


(i)       Borrower
or any of its Significant Subsidiaries institutes or consents to the institution of any proceeding under Debtor Relief Laws, or
makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver,
trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or consent
of that Person and the appointment continues undischarged or unstayed for 60 calendar days; or any proceeding under Debtor Relief
Laws relating to any such Person or to all or any part of its property is instituted without the consent of that Person and continues
undismissed or unstayed for 60 calendar days, or an order for relief is entered in any such proceeding; or


 


(j)       There
occurs any Change of Control.


 


8.02     Remedies
Upon Event of Default. Without limiting any other rights or remedies of Administrative Agent or Lenders provided for elsewhere
in this Agreement, or the other Loan Documents, or by applicable Law, or in equity, or otherwise (but
subject in all cases to the limitations set forth in Section 4.05):


 


(a)       Upon
the occurrence, and during the continuance, of any Event of Default (other
than an Event of Default described in Section 8.01(i) that shall occur
following the Certain Funds Termination Date):


 


(i)
Administrative Agent may, with the consent of the Required Lenders, and (subject to the terms of Section 9) shall, upon the request
of Required Lenders, terminate the Revolving Commitments and/or declare all or any part of the unpaid principal of all Loans,
all interest accrued and unpaid thereon and all other amounts payable under the Loan Documents to be immediately due and payable,
whereupon the same shall become and be immediately due and payable, without protest, presentment, notice of dishonor, demand or
further notice of any kind, all of which are expressly waived by Borrower; and


 


(ii)
Administrative Agent may, with the consent of the Required Lenders, and (subject to the terms of Section 9) shall, upon the request
of Required Lenders, demand immediate payment by Borrower of an amount equal to the aggregate amount of all


 




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outstanding
Letter of Credit Usage to be held in a Letter of Credit Cash Collateral Account.


 


(b)       Upon
the occurrence ofIf (x) following the expiration of
the Certain Funds Period, any Event of Default described in Section 8.01(i) occurs
or (y) during the Certain Funds Period, an Event of Default described in Section 8.01(i) occurs that is a Major Event of Default,
then:


 


(i)
The Revolving Commitments and all other obligations of Administrative Agent or Lenders shall automatically terminate without notice
to or demand upon Borrower, which is expressly waived by Borrower;


 


(ii)
The unpaid principal of all Loans, all interest accrued and unpaid thereon and all other amounts payable under the Loan Documents
shall be immediately due and payable, without protest, presentment, notice of dishonor, demand or further notice of any kind,
all of which are expressly waived by Borrower; and


 


(iii)
An amount equal to the aggregate amount of all outstanding Letter of Credit Usage shall be immediately due and payable to Administrative
Agent without notice to or demand upon Borrower, which is expressly waived by Borrower, to be held in a Letter of Credit Cash
Collateral Account.


 


(c)       Upon
the occurrence of any Event of Default, Administrative Agent may, with the consent of the Required Lenders, and (subject to the
terms of Section 9) shall, upon the request of Required Lenders, protect, exercise and enforce against Borrower the rights and
remedies of Administrative Agent and Lenders under the Loan Documents and such other rights and remedies as are provided by Law
or equity.


 


(d)       The
order and manner in which Administrative Agent’s and Lenders’ rights and remedies are to be exercised shall be determined
by Administrative Agent or Required Lenders in their sole and absolute discretion. Regardless of how a Lender may treat payments
for the purpose of its own accounting, for the purpose of computing the Obligations hereunder, payments received during the existence
of an Event of Default shall be applied first, to costs and expenses (including Attorney Costs) incurred by Administrative Agent
and each Lender (to the extent that each Lender has a right to reimbursement thereof pursuant to the Loan Documents), second,
to the payment of accrued and unpaid interest on the Obligations to and including the date of such application, third, to the
payment of, or as cash collateral for, the unpaid principal of the Obligations, and fourth, to the payment of all other amounts
(including fees) then owing to Administrative Agent and Lenders under the Loan Documents, in each case paid pro rata to each Lender
in the same proportions that the aggregate Obligations owed to each Lender under the Loan Documents bear to the aggregate Obligations
owed under the Loan Documents to all Lenders, without priority or preference among Lenders, subject to the last parenthetical
of Section 2.12.01(a)
of the Guarantee Agreement.


 


8.03     Clean-Up Period. Notwithstanding anything in any Loan
Document to the contrary, for a period commencing on the Amendment No. 1 Effective Date and ending on the Clean-Up Period Termination
Date, any breach of covenants, misrepresentation or other Default or Event of Default (except as otherwise specified in Section
10.01(c)) which arises with respect to the Target Group only will be deemed not to be a breach of representation or warranty,
a breach of covenant, a Default or an Event of Default, as the case may be, if:


 


(a)       it
relates exclusively to the Target Group (or any obligation to procure or ensure any action in relation to the Target Group);


 




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(b)       it
is capable of remedy and reasonable steps (consistent with Borrower’s level of control of the Target) are being taken to
remedy it;


 


(c)       the
circumstances giving rise to it have not been procured by or approved by Borrower or any of its Subsidiaries (other than a member
of the Target Group); and


 


(d)       it
is not reasonably likely to have a Material Adverse Effect;


 


provided
that, if the relevant circumstances are continuing on or after the Clean-Up Period Termination Date, there shall be a breach of
representation or warranty, breach of covenant, Default or Event of Default, as the case may be, notwithstanding this Section
8.03.


 


SECTION
9



THE AGENTS


 


9.01     Appointment.
Each Lender hereby irrevocably designates and appoints Administrative Agent as the agent of such Lender under this Agreement
and the other Loan Documents, and each such Lender irrevocably authorizes Administrative Agent, in such capacity, to take
such action on its behalf under the provisions of this Agreement and the other Loan Documents and to exercise such powers and
perform such duties as are expressly delegated to Administrative Agent by the terms of this Agreement and the other Loan
Documents, together with such other powers as are reasonably incidental thereto. Notwithstanding any provision to the
contrary elsewhere in this Agreement, Administrative Agent shall not have any duties or responsibilities, except those
expressly set forth herein, or any fiduciary relationship with any Lender, and no implied covenants, functions,
responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Loan Document or
otherwise exist against Administrative Agent.


 


9.02     Delegation
of Duties. Administrative Agent may execute any of its duties under this Agreement and the other Loan Documents by or through
agents or attorneys-in-fact and shall be entitled to advice of counsel concerning all matters pertaining to such duties. Administrative
Agent shall not be responsible for the negligence or misconduct of any agents or attorneys-in-fact selected by it with reasonable
care.


 


9.03     Exculpatory
Provisions. Neither any Agent nor any of their respective officers, directors, employees, agents, attorneys-in-fact or affiliates
shall be (i) liable for any action lawfully taken or omitted to be taken by it or such Person under or in connection with this
Agreement or any other Loan Document (except to the extent that any of the foregoing are found by a final and nonappealable decision
of a court of competent jurisdiction to have resulted from its or such Person’s own gross negligence or willful misconduct)
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 Agents 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 or for any failure of any Loan Party a party thereto to perform its obligations hereunder or thereunder.
The Agents shall not be under any obligation to any Lender to ascertain or to inquire as to the observance or performance of any
of the agreements contained in, or conditions of, this Agreement or any other Loan Document, or to inspect the properties, books
or records of any Loan Party.


 




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9.04     Reliance
by Administrative Agent. (a) Administrative Agent shall be entitled to rely, and shall be fully protected in relying, upon
any instrument, writing, resolution, notice, consent, certificate, affidavit, letter, telecopy, telex or teletype message, statement,
order or other document or conversation believed by it to be genuine and correct and to have been signed, sent or made by the
proper Person or Persons and upon advice and statements of legal counsel (including counsel to Borrower), independent accountants
and other experts selected by Administrative Agent. Administrative Agent shall be fully justified in failing or refusing to take
any action under this Agreement or any other Loan Document unless it shall first receive such advice or concurrence of the Required
Lenders (or, if so specified by this Agreement, all Lenders) as it deems appropriate or it shall first be indemnified to its satisfaction
by Lenders against any and all liability and expense that may be incurred by it by reason of taking or continuing to take any
such action. Administrative Agent shall in all cases be fully protected in acting, or in refraining from acting, under this Agreement
and the other Loan Documents in accordance with a request of the Required Lenders (or, if so specified by this Agreement, all
Lenders), and such request and any action taken or failure to act pursuant thereto shall be binding upon all Lenders and all future
holders of the Loans.


 


(b)       For purposes
of determining compliance with the conditions specified in Section 4.01, absent Requisite Notice by such Lender to Administrative
Agent to the contrary, each Lender shall be deemed to have consented to, approved or accepted or to be satisfied with, each document
or other matter either sent by Administrative Agent to each Lender for consent, approval, acceptance or satisfaction, or required
thereunder to be consented to or approved by or acceptable or satisfactory to a Lender.


 


9.05     Notice
of Default. Administrative Agent shall not be deemed to have knowledge or notice of the occurrence of any Default or Event
of Default unless Administrative Agent has received notice from a Lender or Borrower referring to this Agreement, describing such
Default or Event of Default and stating that such notice is a “notice of default”. In the event that Administrative
Agent receives such a notice, Administrative Agent shall give notice thereof to Lenders. Administrative Agent shall take such
action with respect to such Default or Event of Default as shall be reasonably directed by the Required Lenders (or, if so specified
by this Agreement, all Lenders); provided that unless and until Administrative Agent shall have received such directions,
Administrative Agent may (but shall not be obligated to) take such action, or refrain from taking such action, with respect to
such Default or Event of Default as it shall deem advisable in the best interests of Lenders.


 


9.06     Non-Reliance
on Agents and Other Lenders. Each Lender expressly acknowledges that neither the Agents nor any of their respective officers,
directors, employees, agents, attorneys-in-fact or affiliates have made any representations or warranties to it and that no act
by any Agent hereafter taken, including any review of the affairs of a Loan Party or any affiliate of a Loan Party, shall be deemed
to constitute any representation or warranty by any Agent to any Lender. Each Lender represents to the Agents that it has, independently
and without reliance upon any Agent or any other Lender, and based on such documents and information as it has deemed appropriate,
made its own appraisal of and investigation into the business, operations, property, financial and other condition and creditworthiness
of the Loan Parties and their affiliates and made its own decision to make its Loans hereunder and enter into this Agreement.
Each Lender also represents that it will, independently and without reliance upon any Agent 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 analysis, appraisals
and decisions in taking or not taking action under this Agreement and the other Loan Documents, and to make such investigation
as it deems necessary to inform itself as to the business, operations, property, financial and other condition and creditworthiness
of the Loan Parties and their affiliates. Except for notices, reports and other documents expressly required to be furnished to
Lenders by Administrative Agent hereunder, Administrative Agent shall not have any duty or responsibility to provide any Lender
with any credit or


 




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other information concerning
the business, operations, property, condition (financial or otherwise), prospects or creditworthiness of any Loan Party or any
affiliate of a Loan Party that may come into the possession of Administrative Agent or any of its officers, directors, employees,
agents, attorneys-in-fact or affiliates.


 


9.07     Indemnification.
Lenders agree to indemnify each Agent and Issuing Lender in its capacity as such (to the extent not reimbursed by the Loan Parties
and without limiting the obligation of any Loan Party to do so), ratably according to their respective Aggregate Exposure Percentage
in effect on the date on which indemnification is sought under this Section (or, if indemnification is sought after the date upon
which the Revolving Commitments shall have terminated and the Loans shall have been paid in full, ratably in accordance with such
Aggregate Exposure Percentage immediately prior to such date), from and against any and all liabilities, obligations, losses,
damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind whatsoever that may at any time (whether
before or after the payment of the Loans) be imposed on, incurred by or asserted against such Agent in any way relating to or
arising out of, the Revolving Commitments, this Agreement, any of the other Loan Documents or any documents contemplated by or
referred to herein or therein or the transactions contemplated hereby or thereby or any action taken or omitted by such Agent
under or in connection with any of the foregoing; provided that no Lender shall be liable for the payment of any portion
of such liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements that
are found by a final and nonappealable decision of a court of competent jurisdiction to have resulted from such Agent’s
gross negligence or willful misconduct. The agreements in this Section shall survive the payment of the Loans and all other amounts
payable hereunder.


 


9.08     Agent
in Its Individual Capacity. Each Agent and its affiliates may make loans to, accept deposits from and generally engage in
any kind of business with any Loan Party and its affiliates as though such Agent were not an Agent. With respect to its Loans
made or renewed by it and with respect to any Letter of Credit issued or participated in by it, each Agent shall have the
same rights and powers under this Agreement and the other Loan Documents as any Lender and may exercise the same as though it
were not an Agent, and the terms “Lender” and “Lenders” shall include each Agent in its individual
capacity.


 


9.09     Successor
Administrative Agent. Administrative Agent may resign as Administrative Agent upon 30 days’ notice to Lenders and
Borrower. If Administrative Agent shall resign as Administrative Agent under this Agreement and the other Loan Documents,
then the Required Lenders shall appoint from among Lenders a successor agent for Lenders, which successor agent shall (unless
an Event of Default under Section 8.01(a), Section 8.01(b) or Section 8.01(i) with respect to Borrower shall have occurred
and be continuing) be subject to approval by Borrower (which approval shall not be unreasonably withheld or delayed),
whereupon such successor agent shall succeed to the rights, powers and duties of Administrative Agent, and the term
“Administrative Agent” shall mean such successor agent effective upon such appointment and approval, and the
former Administrative Agent’s rights, powers and duties as Administrative Agent shall be terminated, without any other
or further act or deed on the part of such former Administrative Agent or any of the parties to this Agreement or any holders
of the Loans. If no successor agent has accepted appointment as Administrative Agent by the date that is 30 days following a
retiring Administrative Agent’s notice of resignation, the retiring Administrative Agent’s resignation shall
nevertheless thereupon become effective, and Lenders shall assume and perform all of the duties of Administrative Agent
hereunder until such time, if any, as the Required Lenders appoint a successor agent as provided for above. After any
retiring Administrative Agent’s resignation as Administrative Agent, the provisions of this Section 9 shall inure to
its benefit as to any actions taken or omitted to be taken by it while it was Administrative Agent under this Agreement
and the other Loan Documents.


 




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9.10     Co-Documentation
Agents and Syndication Agent. None of Co-Documentation Agents nor Syndication Agent nor any Person identified on the
cover page of this Agreement as a Joint Lead Arranger and Joint Bookrunner shall have any right, power, obligation,
liability, responsibility or duty hereunder in its capacity as such. Without limiting the foregoing, none of Co-Documentation
Agents or Syndication Agent in its capacity as such shall have or be deemed to have any fiduciary relationship with any
Lender. Each Lender acknowledges that it has not relied, and will not rely, on any of Co-Documentation Agents or Syndication
Agent in deciding to enter into this Agreement or in taking or not taking action hereunder.


 


9.11     Certain ERISA Matters.


 


(a)       Each
Lender (x) represents and warrants, as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date
such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, Administrative
Agent and each Arranger and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Borrower
or any other Loan Party, that at least one of the following is and will be true: 


 


(i)
such Lender is not using “plan assets” (within the meaning of 29 CFR § 2510.3-101, as modified by Section
3(42) of ERISA) of one or more Benefit Plans in connection with the Loans, the Letters of Credit, or the Commitments,


 


(ii)
the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined
by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance
company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts),
PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption
for certain transactions determined by in-house asset managers), is applicable with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement,


 


(iii)
(A) such Lender is an investment fund managed by a “Qualified Professional Asset Manager” (within the meaning of Part
VI of PTE 84-14), (B) such Qualified Professional Asset Manager made the investment decision on behalf of such Lender to enter
into, participate in, administer and perform the Loans, the Letters of Credit, the Commitments and this Agreement, (C) the entrance
into, participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement
satisfies the requirements of sub-sections (b) through (g) of Part I of PTE 84-14 and (D) to the best knowledge of such Lender,
the requirements of subsection (a) of Part I of PTE 84-14 are satisfied with respect to such Lender’s entrance into,
participation in, administration of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement, or


 


(iv)
such other representation, warranty and covenant as may be agreed in writing between Administrative Agent, in its sole discretion,
and such Lender.


 


 


 







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(b)       In
addition, unless Section 9.11(a)(i) is true with respect to a Lender or such Lender has not provided another representation, warranty
and covenant as provided in sub-clause (iv) in the immediately preceding clause (a), such Lender further (x) represents and warrants,
as of the date such Person became a Lender party hereto, to, and (y) covenants, from the date such Person became a Lender party
hereto to the date such Person ceases being a Lender party hereto, for the benefit of, Administrative Agent and each Arranger
and their respective Affiliates, and not, for the avoidance of doubt, to or for the benefit of Borrower or any other Loan Party,
that:


 


(i)
none of Administrative Agent or any Arranger or any of their respective Affiliates is a fiduciary with respect to the assets of
such Lender (including in connection with the reservation or exercise of any rights by Administrative Agent under this Agreement,
any other Loan Document or any documents related to hereto or thereto),


 


(ii)
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is independent (within the meaning
of 29 CFR § 2510.3-21) and is a bank, an insurance carrier, an investment adviser, a broker-dealer or other person that holds,
or has under management or control, total assets of at least $50,000,000, in each case as described in 29 CFR § 2510.3-21(c)(1)(i)(A)-(E),


 


(iii)
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is capable of evaluating investment
risks independently, both in general and with regard to particular transactions and investment strategies (including in respect
of the Obligations),


 


(iv)
the Person making the investment decision on behalf of such Lender with respect to the entrance into, participation in, administration
of and performance of the Loans, the Letters of Credit, the Commitments and this Agreement is a fiduciary under ERISA or the Code,
or both, with respect to the Loans, the Letters of Credit, the Commitments and this Agreement and is responsible for exercising
independent judgment in evaluating the transactions hereunder, and


 


(v)
no fee or other compensation is being paid directly to Administrative Agent or any Arranger or any their respective Affiliates
for investment advice (as opposed to other services) in connection with the Loans, the Letters of Credit, the Commitments or this
Agreement.


 


(c)       Administrative
Agent and each Arranger hereby informs the Lenders that each such Person is not undertaking to provide impartial investment advice,
or to give advice in a fiduciary capacity, in connection with the transactions contemplated hereby, and that such Person has a
financial interest in the transactions contemplated hereby in that such Person or an Affiliate thereof (i) may receive interest
or other payments with respect to the Loans, the Commitments and this Agreement, (ii) may recognize a gain if it extended the
Loans or the Commitments for an amount less than the amount being paid for an interest in the Loans or the Commitments by such
Lender or (iii) may receive fees or other payments in connection with the transactions contemplated hereby or by the other Loan
Documents or otherwise, including structuring fees, commitment fees, arrangement fees, facility fees, upfront fees, underwriting
fees, ticking fees, agency fees, administrative agent or collateral agent fees, utilization fees, minimum usage fees, letter of
credit fees, fronting fees, deal-away or alternate 


 




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transaction
fees, amendment fees, processing fees, term out premiums, banker’s acceptance fees, breakage or other early termination
fees or fees similar to the foregoing.


 


SECTION
10



MISCELLANEOUS


 


10.01     Amendments;
Consents. No amendment, modification, supplement, extension, termination or waiver of any provision of this Agreement or
any other Loan Document, no approval or consent thereunder, and no consent to any departure by any Loan Party therefrom shall
be effective unless in writing signed by each Loan Party party thereto and Required Lenders and acknowledged by
Administrative Agent (or signed by Administrative Agent with the prior written consent of Required Lenders), and each such
waiver or consent shall be effective only in the specific instance and for the specific purpose for which given.
Notwithstanding the foregoing sentence, without the approval in writing of Borrower, Administrative Agent and each Lender
directly and adversely affected thereby, no amendment, modification, supplement, termination, waiver, approval, or consent
may be effective to:


 


(a)       Reduce
the amount of principal of any Outstanding Revolving Obligations or Competitive Loans owed to such Lender;


 


(b)       Reduce
the rate of interest payable on any Outstanding Revolving Obligations or Competitive Loans owed to such Lender or the amount or
rate of any fee or other amount payable to such Lender under the Loan Documents, except that Required Lenders may waive or defer
the imposition of the Default Rate;


 


(c)       Waive
an Event of Default consisting of the failure of Borrower to pay when due principal, interest, any commitment fee, or any other
amount payable to such Lender under the Loan Documents;


 


(d)       Postpone
any date scheduled for the payment of principal of, or interest on, any Loan or any Letter of Credit reimbursement obligation
or for the payment of any commitment fee or for the payment of any other amount, in each case payable to such Lender under the
Loan Documents, or extend the term of, or increase the amount of, such Lender’s Revolving Commitment (it being understood
that a waiver of any Event of Default not referred to in subsection (c) above shall require only the consent of Required Lenders)
or modify such Lender’s share of the Revolving Commitments (except as contemplated hereby);


 


(e)       Amend
or waive the definition of “Required Lenders” or the provisions of this Section 10.01 or Section 10.06; or


 


(f)       Amend
or waive any provision of this Agreement that expressly requires the consent or approval of such Lender;


 


provided, however, that (i) no
amendment, waiver or consent shall, unless in writing and signed by the affected Issuing Lender in addition to Required Lenders
or each affected Lender, as the case may be, affect the rights or duties of such Issuing Lender, (ii) no amendment, waiver or
consent shall, unless in writing and signed by Administrative Agent in addition to Required Lenders or each affected Lender, as
the case may be, affect the rights or duties of Administrative Agent, (iii) any fee letters may be amended, or rights or privileges
thereunder waived, in a writing executed by the parties thereto, (iv) any amendment, waiver, or consent to a Letter of Credit
Application which is not inconsistent with Section 2.03 shall require only the written approval of Borrower, Administrative Agent
and the applicable Issuing


 




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Lender, (v) except as otherwise
contemplated hereunder, without the written consent of all Lenders, no amendment, waiver or consent shall release all or substantially
all of Guarantors from their obligations under the Guarantee Agreement and (vi) without the written consent of all Lenders, no
amendment, waiver or consent shall add an Alternative Currency or change the currency of any Loan or other amount outstanding
hereunder.


 


In the event that any Lender
does not consent to any proposed amendment, supplement, modification (including the addition of an Alternative Currency), consent
or waiver of any provision of this Agreement or any other Loan Document that requires the consent of each of the Lenders or each
of the Lenders directly and adversely affected thereby, so long as the consent of Required Lenders has been obtained, Borrower
shall be permitted to remove or replace such Lender in accordance with Section 10.21.


 


Any amendment, modification,
supplement, termination, waiver or consent pursuant to this Section shall apply equally to, and shall be binding upon, all Lenders
and Administrative Agent.


 


For the avoidance of doubt, the
Letter of Credit Commitment of any Issuing Lender may be amended with the consent of Borrower and such Issuing Lender without
the need to obtain the consent of the other Lenders.


 


10.02     Requisite
Notice; Electronic Communications.


 


(a)         Requisite
Notice. Notices given in connection with any Loan Document shall be delivered to the intended recipient at the number and/or
address (including email address) set forth in the case of Borrower, Administrative Agent and Issuing Lenders on Schedule 10.02,
and in the case of Lenders, on the Administrative Questionnaire (or as otherwise specified from time to time by such recipient
in writing to Administrative Agent) and shall be given by (i) irrevocable written notice or (ii) except as otherwise provided,
irrevocable telephonic (not voicemail) notice. Such notices may be delivered and shall be effective as follows:


 


	Mode of Delivery	 
	 	 
	Mail 	Effective on earlier of actual receipt and fourth Business Day after deposit in U.S. Mail,
    first class postage pre-paid
	 	 
	Courier or hand delivery	When received
	 	 
	Telephone (not voicemail)	When conversation completed (must be confirmed in writing) 
	 	 
	Facsimile	When sent (except that, if not given during normal business hours for the recipient, shall
    be deemed to be giving at opening of business on next Business Day for recipient)
	 	 
	Electronic Mail	When delivered (usage subject to subsection (b) below)




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(b)       Usage
of Electronic Communications. Notices and other communications to Administrative Agent, the Lenders and the Issuing
Lender hereunder may be delivered or furnished by using Electronic Systems pursuant to procedures approved by Administrative
Agent; provided that the foregoing shall not apply to notices pursuant to Section 2 if such Lender has notified
Administrative Agent and Borrower that it is incapable of receiving notices under such Section by Electronic Communications.
Administrative Agent or Borrower 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.


 


Unless Administrative
Agent otherwise prescribes, (i) notices and other communications sent to an email address shall be deemed received upon the
sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested”
function, as available, return email or other written acknowledgement), 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; provided that, for both clauses (i) and (ii) above, if such notice, email 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.


 


(c)       Any
party hereto may change its address or telecopy number for notices and other communications hereunder by notice to the other parties
hereto.


 


(d)       Reliance
by Administrative Agent and Lenders. Administrative Agent and Lenders shall be entitled to rely and act upon any notices purportedly
given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were incomplete or were
not preceded or followed by any other notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied
from any confirmation thereof. Borrower shall indemnify Administrative Agent-Related Persons and Lenders from any loss, cost,
expense or liability as a result of relying on any notices purportedly given by or on behalf of Borrower absent the gross negligence
or willful misconduct of the Person seeking indemnification.


 


(e)       Electronic
Systems.


 


(i)
Each Loan Party agrees that Administrative Agent may, but shall not be obligated to, make Communications available to the Issuing
Lenders and the other Lenders by posting the Communications on Debt Domain, Intralinks, Syndtrak, ClearPar or a substantially
similar Electronic System.


 


(ii)
Any Electronic System used by Administrative Agent is provided “as is” and “as available.” The Agent Parties
(as defined below) do not warrant the adequacy of such Electronic Systems and expressly disclaim 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 any
Agent Party in connection with the Communications or any Electronic System. In no event shall Administrative Agent or any of its
Affiliates and its and their respective directors, officers, employees, agents and advisors (collectively, the “Agent Parties”)
have any liability to Borrower or the other Loan Parties, any Lender, the Issuing Lender or any other Person or entity for damages
of any kind arising out of Borrower’s, any Loan Party’s or Administrative Agent’s transmission of Communications
through an Electronic


 




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System,
except to the extent such damages arise from bad faith, gross negligence or willful misconduct on the part of any Agent Party
as determined by a final non-appealable judgment of a court of competent jurisdiction, provided that in no event shall any Agent
Party be liable for any indirect, special, incidental or consequential damages, losses or expenses (whether in tort, contract
or otherwise).


 


10.03     Attorney
Costs and Expenses. Borrower agrees (a) to pay or reimburse Administrative Agent, each Issuing Lender and Syndication Agent
for all reasonable and documented costs and expenses incurred in connection with the development, preparation, negotiation and
execution of the Loan Documents, and to pay or reimburse Administrative Agent for all reasonable and documented costs and expenses
incurred in connection with the development, preparation, negotiation and execution of any amendment, waiver, consent, supplement
or modification to, any Loan Documents, and any other documents prepared in connection herewith or therewith, and the consummation
and administration of the transactions contemplated hereby and thereby, including all Attorney Costs of one counsel to Administrative
Agent, each Issuing Lender and Syndication Agent and (b) to pay or reimburse Administrative Agent, each Issuing Lender and each
Lender for all reasonable and documented costs and expenses incurred in connection with any restructuring, reorganization (including
a bankruptcy reorganization) or enforcement or attempted enforcement of, or preservation of any rights under, any Loan Documents,
and any other documents prepared in connection herewith or therewith, or in connection with any refinancing or restructuring of
any such documents in the nature of a “workout” or of any insolvency or bankruptcy proceeding, including Attorney
Costs of one counsel to Administrative Agent, each Issuing Lender and each Lender (and, if representation of Administrative Agent,
each Issuing Lender and each Lender in such matter by a single counsel would be inappropriate based on the advice of legal counsel
due to the existence of an actual or potential conflict of interest, of another firm of counsel for such affected Person(s) (taken
as a whole) and, if necessary, one firm of local counsel in any relevant local jurisdiction (which may include a single special
counsel acting in multiple jurisdictions) for such affected Person(s)). The agreements in this Section shall survive repayment
of all Obligations.


 


10.04     Binding
Effect; Assignment.


 


(a)       This
Agreement and the other Loan Documents to which Borrower is a party will be binding upon and inure to the benefit of Borrower,
Administrative Agent, Lenders and their respective successors and assigns, except that, Borrower may not, except as permitted
by Section 7.03, assign its rights hereunder or thereunder or any interest herein or therein without the prior written consent
of all Lenders and any such attempted assignment shall be void. Any Lender may at any time pledge a Note or any other instrument
evidencing its rights as a Lender under this Agreement (including to a Federal Reserve Bank or other central bank having jurisdiction
over such Lender or, if such Lender is a fund, to any trustee or to any other representative of holders of obligations owed or
securities issued by such fund as security for such obligations or securities) but no such pledge shall release such Lender from
its obligations hereunder or grant to any such pledgee the rights of a Lender hereunder absent foreclosure of such pledge, and
any transfer to any Person upon the enforcement of such pledge shall be subject to this Section 10.04.


 


(b)       From
time to time following the date of this Agreement, each Lender may assign all or any portion of its rights and obligations under
this Agreement and the other Loan Documents to one or more Eligible Assignees, other than (i) Borrower and its Subsidiaries and
(ii) natural persons; provided that such assignment shall be subject to Borrower’s consent (which shall not be unreasonably
withheld) at all times other than during the existence of an Event of Default arising under Section 8.18.01(a),
Section 8.18.01(b)
or Section 8.18.01(i)
and the consent of Administrative Agent and Issuing Lenders (which consents shall not be unreasonably withheld); provided
that the consent of Borrower shall not be required with respect to an assignment to another Lender unless such assignment, would
result in the Revolving


 




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Commitment of such assignee and
its Affiliates exceeding 15% of the aggregate Revolving Commitments, as applicable, then outstanding. No such assignment shall
become effective unless and until a copy of a duly signed and completed Assignment and Assumption shall be delivered to Administrative
Agent. Except in the case of an assignment (A) to another Lender or (B) of the entire remaining Revolving Commitment of the assigning
Lender, such assignment shall be in an aggregate principal amount not less than the Minimum Amount therefor without the consent
of Borrower and Administrative Agent. The effective date of any assignment shall be as specified in the Assignment and Assumption,
but not earlier than the date which is five Business Days after the date Administrative Agent has received the Assignment and
Assumption. Upon obtaining any consent required as set forth this paragraph, any forms required by Section 10.20 and payment of
the requisite fee described below, the assignee named therein shall be a Lender for all purposes of this Agreement to the extent
of the Assigned Interest (as defined in such Assignment and Assumption), and, except for rights and obligations which by their
terms survive termination of any Revolving Commitments, the assigning Lender shall be released from any further obligations under
this Agreement to the extent of such Assigned Interest. Upon request, Borrower shall execute and deliver new or replacement Notes
to the assigning Lender and the assignee Lender to evidence Loans made by them. Administrative Agent’s consent to any assignment
shall not be deemed to constitute any representation or warranty by any Administrative Agent-Related Person as to any matter.
Administrative Agent shall record the information contained in the Assignment and Assumption in the Register.


 


(c)       After
receipt of a completed Assignment and Assumption, and receipt of an assignment fee of $3,500 from such assignee and/or such assigning
Lender (including in the case of assignments to Affiliates of assigning Lenders), Administrative Agent shall promptly accept such
Assignment and Assumption and record the information contained therein in the Register on the effective date determined pursuant
thereto.


 


(d)       Each
Lender may from time to time, without the consent of any other Person, grant participations to one or more other Persons that
are Eligible Assignees (including another Lender but excluding (x) Borrower and its Subsidiaries and (y) natural persons) in all
or any portion of its Loans, Revolving Commitments, Extensions of Credit or any other interest of such Lender hereunder and under
the other Loan Documents; provided, however, that (i) such Lender’s obligations under this Agreement shall
remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations,
(iii) the participating bank or other financial institution shall not be a Lender hereunder for any purpose except, if the participation
agreement so provides, for the purposes of the increased cost provisions (including yield protection and taxes) of Section 3 (but
only to the extent that the cost of such benefits to Borrower does not exceed the cost which Borrower would have incurred in respect
of such Lender absent the participation) and for purposes of Section 10.06, (iv) Borrower, Administrative Agent and the other
Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations
under this Agreement, and (v) the consent of the holder of such participation interest shall not be required for amendments or
waivers of provisions of the Loan Documents; provided, however, that the assigning Lender may, in any agreement
with a participant, give such participant the right to consent (as between the assigning Lender and such participant) to any matter
which (A) extends the Revolving Termination Date as to such participant or any other date upon which any payment of money is due
to such participant, (B) reduces the rate of interest owing to such participant or any fee or any other monetary amount owing
to such participant, or (C) reduces the amount of any scheduled payment of principal owing to such participant. Any Lender that
sells a participation to any Person that is a “foreign corporation, partnership or trust” within the meaning of the
Code shall include in its participation agreement with such Person a covenant by such Person that such Person will comply with
the provisions of Section 10.20 as if such Person were a Lender and provide that Administrative Agent and Borrower shall be third
party beneficiaries of such covenant. Each Lender that sells or grants a participation shall (a) withhold or deduct from each
payment to the holder of such


 




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participation the amount of any
tax required under applicable law to be withheld or deducted from such payment and not withheld or deducted therefrom by Borrower
or Administrative Agent, (b) pay the tax so withheld or deducted by it to the appropriate taxing authority in accordance with
applicable law and (c) indemnify Borrower and Administrative Agent for any losses, cost and expenses that they may incur as a
result of any failure to so withhold or deduct and pay such tax.


 


Each Lender
that sells a participation shall, acting solely for this purpose as a non-fiduciary agent of Borrower, maintain a register on
which it enters the name and address of each participant and the principal amounts (and stated interest) of each participant’s
interest in the Loans or other obligations under the Loan Documents (the “Participant Register”); provided
that no Lender shall have any obligation to disclose all or any portion of the Participant Register (including the identity of
any participant or any information relating to a participant’s interest in any Revolving Commitments, Extensions of Credit
or its other obligations under any Loan Document) to any Person except to the extent that such disclosure is necessary to establish
that such Revolving Commitments, Extensions of Credit or other obligation is in registered form under Section 5f.103-1 (c) of
the United States Treasury Regulations. The entries in the Participant Register shall be conclusive absent manifest error, and
such Lender shall treat each Person whose name is recorded in the Participant Register as the owner of such participation for
all purposes of this Agreement notwithstanding any notice to the contrary. For the avoidance of doubt, Administrative Agent (in
its capacity as Administrative Agent) shall have no responsibility for maintaining a Participant Register.


 


Notwithstanding
anything to the contrary in this Section 10.04, no assignment or participation shall be permitted during the Certain Funds Period
without the written consent of Borrower (in its sole discretion) and any such attempted assignment or participation without such
written consent of Borrower shall be null and void.


 


10.05     Set-off. InWithout
prejudice to and subject to Section 4.05, in addition to any rights and remedies of Administrative Agent and
Lenders or any assignee of any Lender or any Affiliate thereof (each, a “Proceeding Party”) provided by law, upon
the occurrence and during the continuance of any Event of Default, each Proceeding Party is authorized at any time and from
time to time, without prior notice to Borrower, any such notice being waived by Borrower to the fullest extent permitted by
law, to proceed directly, by right of set-off, banker’s lien or otherwise, against any assets of Borrower which may be
in the hands of such Proceeding Party (including all general or special, time or demand, provisional or other deposits and
other indebtedness owing by such Proceeding Party to or for the credit or the account of Borrower) and apply such assets
against the Obligations then due and payable, irrespective of whether such Proceeding Party shall have made any demand
therefor. Each Lender agrees promptly to notify Borrower and Administrative Agent after any such set-off and application made
by such Lender; provided, however, that the failure to give such notice shall not affect the validity of such
set-off and application.


 


10.06     Sharing
of Payments. Each Lender severally agrees that if it, through the exercise of any right of setoff, banker’s lien
or counterclaim against Borrower or otherwise, receives payment of the Obligations held by it that is ratably more than any
other Lender receives in payment of the Obligations held by such other Lender, then, subject to applicable Laws, (a) such
Lender exercising the right of setoff, banker’s lien or counterclaim or otherwise receiving such payment shall
purchase, and shall be deemed to have simultaneously purchased, from the other Lender a participation in the Obligations held
by the other Lender and shall pay to the other Lender a purchase price in an amount so that the share of the Obligations held
by each Lender after the exercise of the right of setoff, banker’s lien or counterclaim or receipt of payment shall be
in the same proportion that existed prior to the exercise of the right of setoff, banker’s lien or counterclaim or
receipt of payment; and (b) such other adjustments and purchases of participations shall be made from time to time as shall
be equitable to ensure that all Lenders


 




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share any payment obtained in
respect of the Obligations ratably in accordance with each Lender’s share of the Obligations immediately prior to, and without
taking into account, the payment; provided that, (i) if all or any portion of a disproportionate payment obtained as a
result of the exercise of the right of setoff, banker’s lien, counterclaim or otherwise is thereafter recovered from the
purchasing Lender by Borrower or any Person claiming through or succeeding to the rights of Borrower, the purchase of a participation
shall be rescinded and the purchase price thereof shall be restored to the extent of the recovery, but without interest and (ii)
this Section 10.06 shall not apply to any payments made in accordance with the express provisions of this Agreement or the other
Loan Documents. Each Lender that purchases a participation in the Obligations pursuant to this Section shall from and after the
purchase have the right to give all notices, requests, demands, directions and other communications under this Agreement with
respect to the portion of the Obligations purchased to the same extent as though the purchasing Lender were the original owner
of the Obligations purchased. Borrower expressly consents to the foregoing arrangements and agrees that any Lender holding a participation
in an Obligation so purchased may exercise any and all rights of setoff, banker’s lien or counterclaim with respect to the
participation as fully as if Lender were the original owner of the Obligation purchased.


 


10.07   No
Waiver; Cumulative Remedies.


 


(a)       No
failure by any Lender or Administrative Agent to exercise, and no delay by any Lender or Administrative Agent in exercising, any
right, remedy, power or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any
right, remedy, power or privilege under any Loan Document preclude any other or further exercise thereof or the exercise of any
other right, remedy, power or privilege.


 


(b)       The
rights, remedies, powers and privileges herein or therein provided are cumulative and not exclusive of any rights, remedies, powers
and privileges provided by Law. Any decision by Administrative Agent or any Lender not to require payment of any interest (including
interest at the Default Rate), fee, cost or other amount payable under any Loan Document or to calculate any amount payable by
a particular method on any occasion shall in no way limit or be deemed a waiver of Administrative Agent’s or such Lender’s
right to require full payment thereof, or to calculate an amount payable by another method that is not inconsistent with this
Agreement, on any other or subsequent occasion.


 


(c)       Except
with respect to Section 9.09, the terms and conditions of Section 9 are for the sole benefit of the Agents and Lenders.


 


10.08   Usury.
Notwithstanding anything to the contrary contained in any Loan Document, the interest paid or agreed to be paid under the
Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum
Rate”). If Administrative Agent or any Lender shall receive interest in an amount that exceeds the Maximum Rate, the
excessive interest shall be applied to the principal of the Outstanding Revolving Obligations or, if it exceeds the unpaid
principal, refunded to Borrower. In determining whether the interest contracted for, charged or received by Administrative
Agent or any Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize
any payment that is not principal as an expense, fee or premium rather than interest, (b) exclude voluntary prepayments and
the effects thereof, and (c) amortize, prorate, allocate and spread, in equal or unequal parts, the total amount of interest
throughout the contemplated term of the Obligations.


 


10.09   Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy,


 




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emailed pdf. or any other electronic
means that reproduces an image of the actual executed signature page shall be effective as delivery of an original executed counterpart
of this Agreement.


 


10.10   Integration.
This Agreement, together with the other Loan Documents and any letter agreements referred to herein, comprises the complete
and integrated agreement of the parties regarding the subject matter hereof and supersedes all prior agreements, written or
oral, on the subject matter hereof. In the event of any conflict between the provisions of this Agreement and those of any
other Loan Document, the provisions of this Agreement shall control and govern; provided that the inclusion of
supplemental rights or remedies in favor of Administrative Agent or Lenders in any other Loan Document shall not be deemed a
conflict with this Agreement. Each Loan Document was drafted with the joint participation of the respective parties thereto
and shall be construed neither against nor in favor of any party, but rather in accordance with the fair meaning thereof. THE
LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES THERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR,
CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY SUCH PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN SUCH
PARTIES.


 


10.11   Nature
of Lenders’ Obligations. Nothing contained in this Agreement or any other Loan Document and no action taken by
Administrative Agent or Lenders or any of them pursuant hereto or thereto may, or may be deemed to, make Lenders a
partnership, an association, a joint venture or other entity, either among themselves or with Borrower or any Subsidiary or
Affiliate of Borrower. Each Lender’s obligation to make any Extension of Credit pursuant hereto is several and not
joint or joint and several. A default by any Lender will not increase the Revolving Commitments attributable to any other
Lender.


 


10.12   Survival
of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document shall
survive the execution and delivery thereof. Such representations and warranties have been or will be relied upon by Administrative
Agent and each Lender, notwithstanding any investigation made by Administrative Agent or any Lender or on their behalf.


 


10.13   Indemnity
by Borrower. Whether or not the transactions contemplated hereby are consummated, Borrower agrees to indemnify, save and
hold harmless each Administrative Agent-Related Person, each other Agent, each Person identified on the cover page of this
Agreement as a Joint Lead Arranger and Joint Bookrunner, each Issuing Lender and each Lender and their respective Affiliates
and their and their Affiliates’ respective directors, officers, agents, attorneys and employees (collectively the
“Indemnitees”) from and against: (i) any and all claims, demands, actions or causes of action that are asserted
against any Indemnitee by any Person relating directly or indirectly to a claim, demand, action or cause of action that such
Person asserts or may assert against Borrower, any of its Affiliates or any of its officers or directors; (ii) any and all
claims, demands, actions or causes of action arising out of or relating to the Loan Documents, the Revolving Commitments, the
use or contemplated use of the proceeds of any Extension of Credit, or the relationship of Borrower, Administrative Agent and
Lenders under this Agreement; (iii) any administrative or investigative proceeding by any Governmental Authority arising out
of or related to a claim, demand, action or cause of action described in clauses (i) or (ii) above; and (iv) any and all
liabilities (including liabilities under indemnities), losses, costs or expenses (including Attorney Costs (limited to one
law firm for Lenders unless Lenders have differing interests or defenses that preclude the engagement of one law firm to
represent Lenders)), that any Indemnitee suffers or incurs as a result of the assertion of any foregoing claim, demand,
action, cause of action or proceeding, or as a result of the preparation of any defense in connection with any foregoing
claim, demand, action, cause of action or proceeding, in all cases, including settlement costs incurred with the prior
written consent of Borrower (which consent shall not be unreasonably withheld), whether or not arising out of the


 




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negligence of an Indemnitee,
and whether or not an Indemnitee is a party to such claim, demand, action, cause of action or proceeding (all the foregoing, collectively,
the “Indemnified Liabilities”); provided that no Indemnitee shall be entitled to indemnification for any Indemnified
Liability to the extent (i) it is found by a final, non-appealable judgment of a court of competent jurisdiction to arise from
(x) the bad faith, willful misconduct or gross negligence of such Indemnitee or (y) a material breach by such Indemnitee of its
express obligations under this Agreement; or (ii) not resulting from an act or omission of Borrower or any of its Affiliates in
respect of a claim, litigation, investigation or proceeding by one Lender against another Lender (in each case, for the avoidance
of doubt, excluding each of the Agents and each Person identified on the cover page of this Agreement as a Joint Lead Arranger
and Joint Bookrunner in each case in its capacity as such). In no event shall any Indemnitee be liable for any damages arising
from the use by unauthorized Persons of information or other materials sent through electronic, telecommunications or other information
transmission systems that are intercepted by such Persons except to the extent it is found by a final, non-appealable judgment
of a court of competent jurisdiction to arise from the bad faith, willful misconduct or gross negligence of such Indemnitee. This
Section 10.13 shall not apply with respect to taxes other than any taxes that represent losses, claims, damages, etc. arising
from any non-tax claim. The agreements in this Section shall survive repayment of all Obligations.


 


10.14   Nonliability
of Lenders. Borrower acknowledges and agrees that:


 


(a)       Any
inspections of any property of Borrower made by or through Administrative Agent or Lenders are for purposes of administration
of the Loan Documents only, and Borrower is not entitled to rely upon the same (whether or not such inspections are at the expense
of Borrower);


 


(b)       By
accepting or approving anything required to be observed, performed, fulfilled or given to Administrative Agent or Lenders pursuant
to the Loan Documents, neither Administrative Agent nor Lenders shall be deemed to have warranted or represented the sufficiency,
legality, effectiveness or legal effect of the same, or of any term, provision or condition thereof, and such acceptance or approval
thereof shall not constitute a warranty or representation to anyone with respect thereto by Administrative Agent or Lenders;


 


(c)       The
relationship between Borrower and Administrative Agent and Lenders is, and shall at all times remain, solely that of borrower
and lenders; neither Administrative Agent nor any Lender undertakes or assumes any responsibility or duty to Borrower or its Affiliates
to select, review, inspect, supervise, pass judgment upon or inform Borrower or its Affiliates of any matter in connection with
their property or the operations of Borrower or its Affiliates; Borrower and its Affiliates shall rely entirely upon their own
judgment with respect to such matters; and any review, inspection, supervision, exercise of judgment or supply of information
undertaken or assumed by Administrative Agent or any Lender in connection with such matters is solely for the protection of Administrative
Agent and Lenders and neither Borrower nor any other Person is entitled to rely thereon;


 


(d)       Neither
Administrative Agent nor any Lender nor any Person identified on the cover page of this Agreement as a Joint Lead Arranger and
Joint Bookrunner, Syndication Agent or Co-Documentation Agent shall be deemed to be in an advisory, fiduciary or agency relationship
with Borrower and its Affiliates or have a fiduciary or other implied duty to Borrower and its Affiliates with respect to this
Agreement and the transactions contemplated hereby;


 


(e)       Administrative
Agent and Lenders, and their Affiliates, may have economic interests that conflict with those of Borrower and its Affiliates;
and


 




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(f)       Neither
Administrative Agent nor any Lender shall be responsible or liable to any Person for any loss, damage, liability or claim of any
kind relating to injury or death to Persons or damage to property caused by the actions, inaction or negligence of Borrower and/or
its Affiliates and Borrower hereby indemnifies and holds Administrative Agent and Lenders harmless from any such loss, damage,
liability or claim.


 


10.15  No
Third Parties Benefitted. This Agreement is made for the purpose of defining and setting forth certain obligations,
rights and duties of Borrower, Administrative Agent and Lenders in connection with the Extensions of Credit, and is made for
the sole benefit of Borrower, Administrative Agent and Lenders, Administrative Agent’s and Lenders’ successors
and permitted assigns. Except as provided in Section 10.04, no other Person shall have any rights of any nature hereunder or
by reason hereof.


 


10.16  Severability.
Any provision of the Loan Documents that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be
ineffective and severable to the extent of such prohibition or unenforceability without invalidating the remaining provisions
thereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision
in any other jurisdiction. Administrative Agent, Lenders and Borrower agree to negotiate, in good faith, the terms of a replacement
provision as similar to the severed provision as may be possible and be legal, valid, and enforceable.


 


10.17  Confidentiality.
Administrative Agent and each Lender shall use any confidential non-public information concerning Borrower and its
Subsidiaries and Affiliates that is furnished to Administrative Agent or such Lender by or on behalf of Borrower and its
Subsidiaries in connection with the Loan Documents or the Existing Credit Agreement (collectively, “Confidential
Information”) solely for the purpose of administering and enforcing the Loan Documents, and it will hold the
Confidential Information in confidence and will not disclose, directly or indirectly, such information to any Person, except
(a) to their affiliates or any of their or their affiliates’ directors, officers, employees, auditors, counsel,
advisors, or representatives (collectively, the “Representatives”) who need to know such information for the
purposes set forth in this Section and who have been advised of and acknowledge their obligation to keep such information
confidential and limit the use of such information in accordance with this Section, (b) to any Eligible Assignee to which
such Lender has assigned or desires to assign an interest or participation in the Loan Documents or the Obligations or to any
direct or indirect contractual counterparties (or the professional advisors thereto) to any swap or derivative transaction
relating to Borrower and its obligations, provided that any such foregoing recipient of such Confidential Information agrees
to keep such Confidential Information confidential and limit the use of such Confidential Information as specified herein,
(c) to any governmental agency or regulatory body (including self-regulatory bodies) having or claiming to have authority to
regulate or oversee any aspect of Administrative Agent’s or such Lender’s business or that of their
Representatives in connection with the exercise of such authority or claimed authority (in which case such Lender shall,
except with respect to any audit or examination conducted by bank accountants or any governmental bank regulatory authority
exercising examination or regulatory authority, use reasonable efforts to promptly notify Borrower, in advance, to the extent
lawfully permitted to do so), (d) to the extent necessary or appropriate to enforce any right or remedy or in connection with
any claims asserted by or against Administrative Agent or such Lender or any of their Representatives, (e) pursuant to any
subpoena or any similar legal process (in which case such Lender shall use reasonable efforts to promptly notify Borrower, in
advance, to the extent permitted by Law), (f) to other Lenders and (g) with the consent of Borrower. For purposes hereof, the
term “Confidential Information” shall not include information that (w) pertains to this Agreement (but not any
other information concerning Borrower) routinely provided by arrangers to data service providers, including league table
providers, that serve the lending industry, (x) is in Administrative Agent’s or a Lender’s possession prior to
its being provided by or on behalf of Borrower


 




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or any of its Subsidiaries or
Affiliates, provided that such information is not known by Administrative Agent or such Lender to be subject to another confidentiality
agreement with, or other legal or contractual obligation of confidentiality to, Borrower or any of its Subsidiaries or Affiliates,
(y) is or becomes publicly available (other than through a breach hereof by Administrative Agent or such Lender), or (z) becomes
available to Administrative Agent or such Lender on a nonconfidential basis, provided that the source of such information was
not known by Administrative Agent or such Lender to be bound by a confidentiality agreement or other legal or contractual obligation
of confidentiality with respect to such information.


 


10.18  Headings.
Section headings in this Agreement and the other Loan Documents are included for convenience of reference only and are not part
of this Agreement or the other Loan Documents for any other purpose.


 


10.19  Time
of the Essence. Time is of the essence of the Loan Documents.


 


10.20  Status
of Lenders and Administrative Agent. i) (i) Each Lender that
is a U.S. Person shall deliver to Borrower and Administrative Agent on or prior to the date on which such Lender becomes a party
to this Agreement, and from time to time thereafter if requested in writing by Borrower or Administrative Agent, executed originals
of IRS Form W-9, or any successor form prescribed by the IRS, certifying that such Lender is exempt from U.S. federal backup withholding
tax; (ii) Each Lender organized under the Laws of a jurisdiction outside the United States, on or prior to the date of this Agreement
in the case of each Lender listed on the signature pages hereof and on or prior to the date on which it becomes a Lender in the
case of each other Lender, and from time to time thereafter if requested in writing by Borrower or Administrative Agent, shall
provide Borrower and Administrative Agent (but only so long as such Lender remains lawfully able to do so) with (x) IRS Form W-8BEN
or W-8BEN-E, as appropriate, or any successor form prescribed by the IRS, certifying that such Lender is entitled to benefits
under an income tax treaty to which the United States is a party which reduces the rate of withholding tax on payments of interest,
IRS Form W-8ECI, or any successor form prescribed by the IRS, certifying that the income receivable pursuant to the Loan Documents
is effectively connected with the conduct of a trade or business in the United States, or IRS Form W-8EXP, or any successor form
prescribed by the IRS, (y) if such Lender is not a “bank” within the meaning of Section 881(c)(3)(A) of the Code and
intends to claim an exemption from United States withholding tax under Section 871(h) or 881(c) of the Code with respect to payments
of “portfolio interest,” IRS Form W-8BEN or W-8BEN-E, as applicable, or any successor form prescribed by the IRS,
and a certificate substantially in the form of Exhibit F-1 representing that such Lender is not a bank for purposes of Section
881(c) of the Code, is not a ten-percent shareholder (within the meaning of Section 871(h)(3)(B) of the Code) of Borrower, and
is not a “controlled foreign corporation” described in Section 881(c)(3)(C) (a “U.S. Tax Compliance Certificate”)
or (z) to the extent such Lender is not the beneficial owner, executed originals of IRS Form W-8IMY, or any successor form prescribed
by the IRS, accompanied by IRS Form W-8ECI, W-8BEN or W-8BEN-E, as applicable, a U.S. Tax Compliance Certificate substantially
in the form of Exhibit F-2 or Exhibit F-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable;
provided that if the 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
F-4 on behalf of each such direct and indirect partner. Thereafter and from time to time, each such Person shall (i) promptly
submit to Administrative Agent such additional duly completed and signed copies of one of such forms (or such successor forms
as shall be adopted from time to time by the relevant United States taxing authorities) as may then be available under then current
United States laws and regulations to avoid, or such evidence as is satisfactory to Borrower and Administrative Agent of any available
exemption from or reduction of, United States withholding taxes in respect of all payments to be made to such Person by Borrower
pursuant to this Agreement, (ii) promptly notify Administrative Agent of any change in circumstances


 




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which would modify or render
invalid any claimed exemption or reduction and (iii) take such steps as shall not be materially disadvantageous to it, in the
reasonable judgment of such Lender, and as may be reasonably necessary (including the re-designation of its Lending Office) to
avoid any requirement of applicable Laws that Borrower make any deduction or withholding for taxes from amounts payable to such
Person. If such Person fails to deliver the above forms or other documentation, then Administrative Agent may withhold from any
interest payment to such Person an amount equivalent to the applicable withholding tax imposed by Sections 1441 and 1442 of the
Code, without reduction. If any Governmental Authority asserts that Administrative Agent did not properly withhold any tax or
other amount from payments made in respect of such Person, such Person shall indemnify Administrative Agent therefor, including
all penalties and interest, any taxes imposed by any jurisdiction on the amounts payable to theAdministrative
Agent under this Section, and costs and expenses (including Attorney Costs) of Administrative Agent. The obligation
of Lenders under this Section shall survive the payment of all Obligations and the resignation of Administrative Agent.


 


(b)       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 Borrower and Administrative
Agent at the time or times prescribed by law and at such time or times reasonably requested by Borrower or 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 Borrower or Administrative Agent as may be necessary for Borrower and 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 Subsection 10.20(b),
“FATCA” shall include any amendments made to FATCA after the date of this Agreement.


 


Each Lender
agrees that if any form or certification it previously delivered expires or becomes obsolete or inaccurate in any respect, it
shall promptly update and deliver such form or certification to Borrower and Administrative Agent or promptly notify Borrower
and Administrative Agent in writing of its legal ineligibility to do so.


 


(c)       Administrative
Agent shall deliver to Borrower two executed copies of IRS Form W-9. Administrative Agent 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.


 


10.21  Removal and Replacement of Lenders.


 


(a)       In
the event that any Lender (i) requests compensation under Section 3.01 or 3.04, (ii) becomes a Defaulting Lender or (iii) (x)
does not consent to any proposed amendment, supplement, modification, consent or waiver of any provision of this Agreement or
any other Loan Document that requires the consent of each of the Lenders or each of the Lenders (including, for the avoidance
of doubt, any extension permitted by Section 2.01(e) with the consent of each Lender) affected thereby or (y) does not agree to
make Loans in any proposed Alternative Currency (in the case of this clause (iii), so long as the consent of the Required Lenders
to such amendment, supplement, modification, consent, waiver or proposed Alternative Currency has been obtained), Borrower may,
upon notice to such Lender and Administrative Agent, remove or replace such Lender by (A) non-ratably terminating such Lender’s
Revolving Commitment and/or (B) causing such Lender to assign its rights and obligations under this Agreement pursuant to Section
10.04(b) to one or more other Lenders or eligible assignees procured by Borrower and otherwise reasonably acceptable to Administrative
Agent and Issuing Lenders; provided that such assigning Lender shall have received payment of an amount equal to 100% of the


 




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outstanding principal, interest
and fees owed to such Lender from the assignee Lender or Borrower or such lesser amount as may be agreed with such Lender. Borrower
shall, in the case of a termination of such Lender’s Revolving Commitment and prepayment of its Loans pursuant to clause
(A) preceding, (x) pay in full all principal, interest, fees and other amounts owing to such Lender (other than with respect to
any outstanding Competitive Loan held by it) through the date of termination and prepayment (including any amounts payable pursuant
to Section 3), except as may otherwise be agreed with such Lender, (y) provide appropriate assurances and indemnities (which may
include letters of credit) to such Lender and the Issuing Lender as each may reasonably require with respect to any continuing
risk participation interest in any Letters of Credit then outstanding and (z) release such Lender from its obligations under the
Loan Documents from and after the date of termination. Borrower shall, in the case of an assignment pursuant to clause (B) preceding,
cause to be paid the assignment fee payable to Administrative Agent pursuant to Section 10.04(c). Any such Lender whose Revolving
Commitment is being assigned shall, upon payment of (i) all amounts owed to it pursuant to the proviso in clause (B) preceding
and (ii) the assignment fee as described in the preceding sentence, be deemed to have executed and delivered an Assignment and
Assumption covering such Lender’s Revolving Commitment. Administrative Agent shall distribute an amended Schedule 2.01,
which shall be deemed incorporated into this Agreement, to reflect adjustments to the Lenders and their Revolving Commitments.


 


(b)       If
fees cease to accrue on the unfunded portion of the Revolving Commitments of a Defaulting Lender pursuant to Section 2.14(a),
such fees shall not be paid to the non-Defaulting Lenders (or replacement Lenders in respect of any fees accruing prior to such
replacement Lender becoming a Lender hereunder).


 


(c)      This
Section shall supersede any provisions in Section 10.01 to the contrary.


 


10.22   Governing
Law; Submission to Jurisdiction; Waivers.


 


(a)       THIS
AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES UNDER THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED
IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


(b)       Each
party to this Agreement irrevocably and unconditionally:


 


(i) submits
for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which
it is a party to the exclusive general jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan
in the City of New York, the courts of the United States for the Southern District of New York, and appellate courts from
any thereof;


 


(ii) agrees
that a final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other court to whose
jurisdiction the applicable party is or may be subject, by suit upon judgment;


 


(iii) consents
that any such action or proceeding may only be brought in such courts and waives any objection that it may now or hereafter have
to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;


 


(iv) agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to it at its address provided for in Section 10.02;


 




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(v) agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and


 


(vi) waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section 10.22 any special, exemplary, punitive or consequential damages; provided the waiver set forth in this clause
(vi) shall not affect any obligation of Borrower under Section 10.13.


 


10.23   Waiver
of Right to Trial by Jury. EACH PARTY TO THIS AGREEMENT HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND,
ACTION OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS
OF THE PARTIES HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER
NOW EXISTING OR HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS
THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS
AGREEMENT MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 


10.24  
USA PATRIOT Act. Each Lender hereby notifies Borrower that pursuant to the requirements of
the USA PATRIOT Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “PATRIOT
Act”), it is required to obtain, verify and record information that identifies Borrower and Guarantors, which
information includes the name and address of Borrower and Guarantors and other information that will allow such Lender to identify
Borrower and Guarantors in accordance with the PATRIOT Act.


 


10.25   Judgment
Currency.


 


(a)       If
for the purpose of obtaining judgment in any court it is necessary to convert a sum due hereunder in one currency into another
currency, the parties hereto agree, to the fullest extent that they may effectively do so, that the rate of exchange used shall
be that at which in accordance with normal banking procedures Administrative Agent could purchase the first currency with such
other currency in the city in which it normally conducts its foreign exchange operation for the first currency on the Business
Day preceding the day on which final judgment is given.


 


(b)       The
obligation of Borrower in respect of any sum due from it to any Lender or Agent hereunder 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 such Lender of any sum adjudged to be so due in the Judgment Currency such Lender may in accordance with
normal banking procedures purchase the Agreement Currency with the Judgment Currency; if the amount of Agreement Currency so purchased
is less than the sum originally due to such Lender in the Agreement Currency, Borrower agrees notwithstanding any such judgment
to indemnify such Lender against such loss, and if the amount of the Agreement Currency so purchased exceeds the sum originally
due to any Lender, such Lender agrees to remit to Borrower such excess.


 


10.26   Acknowledgement
and Consent to Bail-In of EEA Financial Institutions. Notwithstanding anything to the contrary in any Loan Document or
in any other agreement, arrangement or understanding among any such parties, each party hereto acknowledges that any
liability of any EEA


 




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Financial Institution arising
under any Loan Document, to the extent such liability is unsecured, may be subject to the write-down and conversion powers of
an EEA Resolution Authority and agrees and consents to, and acknowledges and agrees to be bound by:


 


(a)       the
application of any Write-Down and Conversion Powers by an EEA Resolution Authority to any such liabilities arising hereunder which
may be payable to it by any party hereto that is an EEA Financial Institution; and


 


(b)       the
effects of any Bail-In Action on any such liability, including, if applicable:


 


(i)
a reduction in full or in part or cancellation of any such liability;


 


(ii)
a conversion of all, or a portion of, such liability into shares or other instruments of ownership in such EEA Financial Institution,
its parent undertaking, or a bridge institution that may be issued to it or otherwise conferred on it, and that such shares or
other instruments of ownership will be accepted by it in lieu of any rights with respect to any such liability under this Agreement
or any other Loan Document; or


 


(iii)
the variation of the terms of such liability in connection with the exercise of the write-down and conversion powers of any EEA
Resolution Authority.


 


[REMAINDER
OF PAGE INTENTIONALLY BLANK.

]SIGNATURE PAGES FOLLOW.]


 




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EXHIBIT A


 


FORM OF GUARANTEE
AGREEMENT


 


See attached.


 




     


     


    

 






EXECUTION
VERSION


 










	 



 





GUARANTEE
AGREEMENT


 


made by


 


COMCAST CABLE
COMMUNICATIONS, LLC


 


NBCUNIVERSAL
MEDIA, LLC


 


and the other
Subsidiaries from time to time parties hereto


 


in favor
of


 


JPMORGAN
CHASE BANK, N.A. as Administrative Agent


 


Dated as
of May 26, 2016


 


 





     


     


    

TABLE
OF CONTENTS


 


Page


 





	SECTION 1 DEFINED TERMS	1
	1.01	Definitions	1
	1.02	Other Definitional Provisions	3
	SECTION 2 GUARANTEE	3
	2.01	Guarantee	3
	2.02	Right of Contribution	4
	2.03	No Subrogation	4
	2.04	Amendments, etc. with respect to the Borrower Obligations	5
	2.05	Guarantee Absolute and Unconditional	5
	2.06	Reinstatement	6
	2.07	Payments	6
	2.08	Keepwell	6
	SECTION 3 MISCELLANEOUS	6
	3.01	Amendments in Writing	6
	3.02	Notices	7
	3.03	No Waiver by Course of Conduct; Cumulative Remedies	7
	3.04	Enforcement Expenses; Indemnification	7
	3.05	Successors and Assigns	7
	3.06	Set-Off	7
	3.07	Counterparts	8
	3.08	Severability	8
	3.09	Section Headings	8
	3.10	Integration	8
	3.11	GOVERNING LAW	8
	3.12	Submission To Jurisdiction; Waivers	8
	3.13	Acknowledgements	9
	3.14	Additional Guarantors	9
	3.15	WAIVER OF JURY TRIAL	10







 


 





SCHEDULES


 





	Schedule
    1	Notice Addresses







 


ANNEXES


 





	Annex 1	Form Assumption
    Agreement







 




    i


     


    

GUARANTEE
AGREEMENT


 


GUARANTEE AGREEMENT,
dated as of May 26, 2016, made by each of the signatories hereto, in favor of JPMORGAN CHASE BANK, N.A., as Administrative Agent
(in such capacity, the “Administrative Agent”) for the banks and other financial institutions or entities (the “Lenders”)
from time to time parties to the Credit Agreement, dated as of the date hereof (as amended, supplemented or otherwise modified
from time to time, the “Credit Agreement”), among COMCAST CORPORATION, a Pennsylvania corporation (the “Borrower”),
the Lenders and the Administrative Agent.


 


W I T N E
S S E T H:


 


WHEREAS, pursuant
to the Credit Agreement, the Lenders have severally agreed to make extensions of credit to the Borrower upon the terms and subject
to the conditions set forth therein;


 


WHEREAS, the
Borrower is a member of an affiliated group of companies that includes each Guarantor;


 


WHEREAS, the
proceeds of the extensions of credit under the Credit Agreement will be used in part to enable the Borrower to make valuable transfers
to one or more of the Guarantors in connection with the operation of its and their respective businesses;


 


WHEREAS, the
Borrower and Guarantors are engaged in related businesses, and each Guarantor will derive substantial direct and indirect benefit
from the making of the extensions of credit under the Credit Agreement; and


 


WHEREAS, it
is a condition precedent to the obligation of the Lenders to agree to the effectiveness of the Credit Agreement that the Guarantors
shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders;


 


NOW, THEREFORE,
in consideration of the premises and to induce the Administrative Agent and the Lenders to enter into the Credit Agreement and
to induce the Lenders to make their respective extensions of credit to the Borrower thereunder, each Guarantor hereby agrees with
the Administrative Agent, for the ratable benefit of the Lenders, as follows:


 


SECTION
1



DEFINED TERMS


 


1.01     Definitions.
(a) Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to
them in the Credit Agreement.


 


(b)       The
following terms shall have the following meanings:


 


“Agreement”:
this Guarantee Agreement, as the same may be amended, supplemented or otherwise modified from time to time.


 


“Borrower
Obligations”: the collective reference to the unpaid principal of and interest on the Loans made to the Borrower and its
reimbursement obligations under Section


 




     


     


    

2.03(c) of the Credit Agreement
and all other obligations and liabilities of the Borrower (including, without limitation, interest accruing at the then applicable
rate provided in the Credit Agreement after the maturity of the Loans made to it and its reimbursement obligations under Section
2.03(c) of the Credit Agreement and interest accruing at the then applicable rate provided in the Credit Agreement after the filing
of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Borrower,
whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) to the Administrative Agent or
any Lender (or, in the case of any Lender Swap Agreement of the Borrower, any Affiliate of any Lender), whether direct or indirect,
absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection
with, the Credit Agreement, this Agreement, the other Loan Documents, any Letter of Credit, any Lender Swap Agreement of the Borrower
or any other document made, delivered or given in connection with any of the foregoing, in each case whether on account of principal,
interest, reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees
and disbursements of counsel to the Administrative Agent or to the Lenders that are required to be paid by the Borrower pursuant
to the terms of any of the foregoing agreements).


 


“Commodity
Exchange Act” shall mean the Commodity Exchange Act (7 U.S.C. § 1 et seq.), as amended from time to time, and any successor
statute.


 


“Excluded
Swap Obligation” shall mean, with respect to any Guarantor, any Swap Obligation if, and to the extent that, and only for
so long as, all or a portion of the guarantee of such Guarantor of, or the grant by such Guarantor of a security interest to secure,
as applicable, such Swap Obligation (or any guarantee thereof) is or becomes illegal or is not permitted under the Commodity Exchange
Act or any rule, regulation or order of the Commodity Futures Trading Commission (or the application or official interpretation
of any thereof) by virtue of such Guarantor’s failure for any reason to constitute an “eligible contract participant”
as defined in the Commodity Exchange Act and the regulations thereunder at the time the guarantee of such Guarantor or the grant
of such security interest becomes effective with respect to such Swap Obligation. If a Swap Obligation arises under a master agreement
governing more than one swap, such exclusion shall apply only to the portion of such Swap Obligation that is attributable to swaps
for which such guarantee or security interest is or becomes illegal.


 


“Guarantor
Obligations”: with respect to any Guarantor, all obligations and liabilities of such Guarantor (other than any Excluded
Swap Obligations of such Guarantor) which may arise under or in connection with this Agreement (including, without limitation,
Section 2) or any other Loan Document to which such Guarantor is a party, in each case whether on account of guarantee obligations,
reimbursement obligations, fees, indemnities, costs, expenses or otherwise (including, without limitation, all fees and disbursements
of counsel to the Administrative Agent or to the Lenders that are required to be paid by such Guarantor pursuant to the terms
of this Agreement or any other Loan Document).


 


“Guarantors”:
the collective reference to each of the signatories hereto and the other entities that may become a party hereto as provided herein
(in each case, unless released pursuant to the terms of the Loan Documents).


 


“Lender
Swap Agreements”: all Swap Agreements in respect of interest rates, currency exchange rates or commodity prices entered
into by the Borrower with any Person that is a Lender or an affiliate of a Lender at the time such Person enters into any such
Swap Agreement.


 




    2 


     


    

“Obligations”:
in the case of each Guarantor, its Guarantor Obligations.


 


“Qualified
Keepwell Provider” means in respect of any Swap Obligation, each Loan Party that, at the time the relevant guarantee (or
grant of the relevant security interest, as applicable) becomes effective with respect to such Swap Obligation, has total assets
exceeding $10,000,000 or otherwise constitutes an “eligible contract participant” under the Commodity Exchange Act
or any regulations promulgated thereunder and can cause another person to qualify as an “eligible contract participant”
with respect to such Swap Obligation at such time by entering into a keepwell pursuant to section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 


“Swap
Agreement”: any agreement with respect to any swap, forward, future or derivative transaction or option or similar agreement
involving, or settled by reference to, one or more rates, currencies, commodities, equity or debt instruments or securities, or
economic, financial or pricing indices or measures of economic, financial or pricing risk or value or any similar transaction
or any combination of these transactions.


 


“Swap
Obligation” of a Person means any obligation of such Person to pay or perform under any Swap Agreement.


 


1.02     Other
Definitional Provisions. (a) The words “hereof,” “herein”, “hereto” and
“hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and
not to any particular provision of this Agreement, and Section and Schedule references are to this Agreement unless otherwise
specified.


 


(b)       The
meanings given to terms defined herein shall be equally applicable to both the singular and plural forms of such terms.


 


SECTION
2



GUARANTEE


 


2.01     Guarantee.
(b) Subject to the provisions of Section 2.1(b), each of the Guarantors hereby, jointly and severally, unconditionally and
irrevocably, guarantees to the Administrative Agent, for the ratable benefit of the Lenders and their respective successors,
indorsees, transferees and assigns, the prompt and complete payment and performance by the Borrower when due (whether at the
stated maturity, by acceleration or otherwise) of the Borrower Obligations (other than, with respect to any Guarantor, any
Excluded Swap Obligations of such Guarantor).


 


(b)       Anything
herein or in any other Loan Document to the contrary notwithstanding, the maximum liability of each Guarantor hereunder and under
the other Loan Documents in its capacity as Guarantor shall in no event exceed the amount which can be guaranteed by such Guarantor
under applicable federal and state laws relating to the insolvency of debtors (after giving effect to the right of contribution
established in Section 2.2).


 


(c)       Each
Guarantor agrees that the Borrower Obligations may at any time and from time to time exceed the amount of the liability of such
Guarantor hereunder without impairing the guarantee contained in this Section 2 or affecting the rights and remedies of the Administrative
Agent or any Lender hereunder.


 




    3 


     


    

(d)       The
guarantee contained in this Section 2 shall remain in full force and effect until all the Borrower Obligations and the obligations
of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full (other than contingent
indemnification and expense reimbursement obligations), no Letter of Credit shall be outstanding (unless such Letter of Credit
shall have been cash collateralized in accordance with the terms of the Credit Agreement) and the Revolving Commitments shall
be terminated, notwithstanding that from time to time during the term of the Credit Agreement the Borrower may be free from the
Borrower Obligations.


 


(e)       No
payment made by the Borrower, any of the Guarantors, any other guarantor or any other Person or received or collected by the Administrative
Agent or any Lender from the Borrower, any of the Guarantors, any other guarantor or any other Person by virtue of any action
or proceeding or any set-off or appropriation or application at any time or from time to time in reduction of or in payment of
the Borrower Obligations shall be deemed to modify, reduce, release or otherwise affect the liability of any Guarantor hereunder
which shall, notwithstanding any such payment (other than any payment made by such Guarantor in respect of the Borrower Obligations
or any payment received or collected from such Guarantor in respect of the Borrower Obligations), remain liable for the Borrower
Obligations up to the maximum liability of such Guarantor hereunder until the Borrower Obligations (other than contingent indemnification
and expense reimbursement obligations) are paid in full, no Letter of Credit shall be outstanding (unless such Letter of Credit
shall have been cash collateralized in accordance with the terms of the Credit Agreement) and the Revolving Commitments are terminated.


 


2.02     Right
of Contribution. Each Guarantor hereby agrees that to the extent that a Guarantor shall have paid more than its
proportionate share of any payment made hereunder, such Guarantor shall be entitled to seek and receive contribution from and
against any other Guarantor hereunder which has not paid its proportionate share of such payment. For purposes of this
Section 2.2, “proportionate share” means, as to any Guarantor a fraction the numerator of which shall be the net
worth of such Guarantor and the denominator of which shall be the aggregate net worth of all Guarantors. Each
Guarantor’s right of contribution shall be subject to the terms and conditions of Section 2.3. The provisions of this
Section 2.2 shall in no respect limit the obligations and liabilities of any Guarantor to the Administrative Agent and the
Lenders, and each Guarantor shall remain liable to the Administrative Agent and the Lenders for the full amount guaranteed by
such Guarantor hereunder.


 


2.03     No
Subrogation. Notwithstanding any payment made by any Guarantor hereunder or any set-off or application of funds of any
Guarantor by the Administrative Agent or any Lender, no Guarantor shall be entitled to be subrogated to any of the rights of
the Administrative Agent or any Lender against the Borrower or any Guarantor or any collateral security or guarantee or right
of offset held by the Administrative Agent or any Lender for the payment of the Borrower Obligations, nor shall any Guarantor
seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Guarantor in respect of payments
made by such Guarantor hereunder, until all amounts owing to the Administrative Agent and the Lenders by the Borrower on
account of the Borrower Obligations (other than contingent indemnification and expense reimbursement obligations) are paid in
full, no Letter of Credit shall be outstanding (unless such Letter of Credit shall have been cash collateralized in
accordance with the terms of the Credit Agreement) and the Revolving Commitments are terminated. If any amount shall be paid
to any Guarantor on account of such subrogation rights at any time when all of the Borrower Obligations (other than
contingent indemnification and expense reimbursement obligations) shall not have been paid in full, such amount shall be held
by such Guarantor in trust for the Administrative Agent and the Lenders, segregated from other funds of such
Guarantor,


 




    4 


     


    

and shall, forthwith upon receipt
by such Guarantor, be turned over to the Administrative Agent in the exact form received by such Guarantor (duly indorsed by such
Guarantor to the Administrative Agent, if required), to be applied against the Borrower Obligations, whether matured or unmatured,
in such order as the Administrative Agent may determine.


 


2.04     Amendments,
etc. with respect to the Borrower Obligations. Each Guarantor shall remain obligated hereunder notwithstanding that,
without any reservation of rights against any Guarantor and without notice to or further assent by any Guarantor, any demand
for payment of any of the Borrower Obligations made by the Administrative Agent or any Lender may be rescinded by the
Administrative Agent or such Lender and any of the Borrower Obligations continued, and the Borrower Obligations, or the
liability of any other Person upon or for any part thereof, or any collateral security or guarantee therefor or right of
offset with respect thereto, may, from time to time, in whole or in part, be renewed, extended, amended, modified,
accelerated, compromised, waived, surrendered or released by the Administrative Agent or any Lender, and the Credit Agreement
and the other Loan Documents and any other documents executed and delivered in connection therewith may be amended, modified,
supplemented or terminated, in whole or in part, as the Administrative Agent (or the Required Lenders or all Lenders, as the
case may be) may deem advisable from time to time, and any collateral security, guarantee or right of offset at any time held
by the Administrative Agent or any Lender for the payment of the Borrower Obligations may be sold, exchanged, waived,
surrendered or released. Neither the Administrative Agent nor any Lender shall have any obligation to protect, secure,
perfect or insure any Lien at any time held by it as security for the Borrower Obligations or for the guarantee contained in
this Section 2 or any property subject thereto.


 


2.05     Guarantee
Absolute and Unconditional. Each Guarantor waives any and all notice of the creation, renewal, extension or accrual of
any of the Borrower Obligations and notice of or proof of reliance by the Administrative Agent or any Lender upon the
guarantee contained in this Section 2 or acceptance of the guarantee contained in this Section 2; the Borrower Obligations,
and any of them, shall conclusively be deemed to have been created, contracted or incurred, or renewed, extended, amended or
waived, in reliance upon the guarantee contained in this Section 2; and all dealings between the Borrower and any of the
Guarantors, on the one hand, and the Administrative Agent and the Lenders, on the other hand, likewise shall be conclusively
presumed to have been had or consummated in reliance upon the guarantee contained in this Section 2. Each Guarantor waives
diligence, presentment, protest, demand for payment and notice of default or nonpayment to or upon the Borrower or any of the
Guarantors with respect to the Borrower Obligations. Each Guarantor understands and agrees that the guarantee contained in
this Section 2 shall be construed as a continuing, absolute and unconditional guarantee of payment without regard to (a) the
validity or enforceability of the Credit Agreement or any other Loan Document, any of the Borrower Obligations or any
collateral security therefor or guarantee or right of offset with respect thereto at any time or from time to time held by
the Administrative Agent or any Lender, (b) any defense, set-off or counterclaim (other than a defense of payment or
performance) which may at any time be available to or be asserted by the Borrower or any other Person against the
Administrative Agent or any Lender, or (c) any other circumstance whatsoever (with or without notice to or knowledge of the
Borrower or such Guarantor) which constitutes, or might be construed to constitute, an equitable or legal discharge of the
Borrower for the Borrower Obligations, or of such Guarantor under the guarantee contained in this Section 2, in bankruptcy or
in any other instance. When making any demand hereunder or otherwise pursuing its rights and remedies hereunder against
any Guarantor, the Administrative Agent or any Lender may, but shall be under no obligation to, make a similar demand on or
otherwise pursue such rights and remedies as it may have against the Borrower,


 




    5 


     


    

any other Guarantor or any other
Person or against any collateral security or guarantee for the Borrower Obligations or any right of offset with respect thereto,
and any failure by the Administrative Agent or any Lender to make any such demand, to pursue such other rights or remedies or
to collect any payments from the Borrower, any other Guarantor or any other Person or to realize upon any such collateral security
or guarantee or to exercise any such right of offset, or any release of the Borrower, any other Guarantor or any other Person
or any such collateral security, guarantee or right of offset, shall not relieve any Guarantor of any obligation or liability
hereunder, and shall not impair or affect the rights and remedies, whether express, implied or available as a matter of law, of
the Administrative Agent or any Lender against any Guarantor. For the purposes hereof “demand” shall include the commencement
and continuance of any legal proceedings.


 


2.06     Reinstatement.
The guarantee contained in this Section 2 shall continue to be effective, or be reinstated, as the case may be, if at any time
payment, or any part thereof, of any of the Borrower Obligations is rescinded or must otherwise be restored or returned by the
Administrative Agent or any Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower
or any Guarantor, or upon or as a result of the appointment of a receiver, intervenor or conservator of, or trustee or similar
officer for, the Borrower or any Guarantor or any substantial part of its property, or otherwise, all as though such payments
had not been made.


 


2.07     Payments.
Each Guarantor hereby guarantees that payments hereunder will be paid to the Administrative Agent without set-off or counterclaim
in the currency otherwise required pursuant to the terms of the Credit Agreement at the Administrative Agent’s Office.


 


2.08     Keepwell.
Each Qualified Keepwell Provider hereby jointly and severally absolutely, unconditionally, and irrevocably undertakes to
provide such funds or other support as may be needed from time to time by each other Loan Party to honor all of its
obligations under this guarantee in respect of any Swap Obligation (provided, however, that each Qualified Keepwell Provider
shall only be liable under this Section 2.8 for the maximum amount of such liability that can be hereby incurred without
rendering its obligations under this Section 2.8, or otherwise under this guarantee, voidable under applicable law relating
to fraudulent conveyance or fraudulent transfer, and not for any greater amount). The obligations of each Qualified Keepwell
Provider under this Section 2.8 shall remain in full force and effect until all the Borrower Obligations and the obligations
of each Guarantor under the guarantee contained in this Section 2 shall have been satisfied by payment in full, no Letter of
Credit shall be outstanding (unless such Letter of Credit shall have been cash collateralized in accordance with the terms of
the Credit Agreement) and the Revolving Commitments shall be terminated. Each Qualified Keepwell Provider intends that this
Section 2.8 constitute, and this Section 2.8 shall be deemed to constitute, a “keepwell, support, or other
agreement” for the benefit of each other Loan Party for all purposes of section 1a(18)(A)(v)(II) of the Commodity
Exchange Act.


 


SECTION
3



MISCELLANEOUS


 


3.01     Amendments
in Writing. None of the terms or provisions of this Agreement may be waived, amended, supplemented or otherwise modified except
in accordance with Section 10.01 of the Credit Agreement.


 




    6 


     


    

3.02     Notices.
All notices, requests and demands to or upon the Administrative Agent or any Guarantor hereunder shall be effected in the manner
provided for in Section 10.02 of the Credit Agreement; provided that any such notice, request or demand to or upon any Guarantor
shall be addressed to such Guarantor at its notice address set forth on Schedule 1.


 


3.03     No
Waiver by Course of Conduct; Cumulative Remedies. Neither the Administrative Agent nor any Lender shall by any act (except
by a written instrument pursuant to Section 3.1), delay, indulgence, omission or otherwise be deemed to have waived any right
or remedy hereunder or to have acquiesced in any Default or Event of Default. No failure to exercise, nor any delay in exercising,
on the part of the Administrative Agent or any Lender, any right, power or privilege hereunder shall operate as a waiver thereof.
No single or partial exercise of any right, power or privilege hereunder shall preclude any other or further exercise thereof
or the exercise of any other right, power or privilege. A waiver by the Administrative Agent or any Lender of any right or remedy
hereunder on any one occasion shall not be construed as a bar to any right or remedy which the Administrative Agent or such Lender
would otherwise have on any future occasion. The rights and remedies herein provided are cumulative, may be exercised singly or
concurrently and are not exclusive of any other rights or remedies provided by law.


 


3.04     Enforcement
Expenses; Indemnification. (a) Each Guarantor agrees to pay or reimburse each Lender and the Administrative Agent for all its
costs and expenses incurred in collecting against such Guarantor under the guarantee contained in Section 2 or otherwise enforcing
or preserving any rights under this Agreement and the other Loan Documents to which such Guarantor is a party, but solely to the
extent such costs and expenses would be reimbursable by the Borrower pursuant to Section 10.03 of the Credit Agreement.


 


(b)       Each
Guarantor agrees to pay, and to save the Administrative Agent and the Lenders harmless from, any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever with
respect to the execution, delivery, enforcement, performance and administration of this Agreement to the extent the Borrower would
be required to do so pursuant to Section 10.03 of the Credit Agreement.


 


(c)       The
agreements in this Section 3.4 shall survive repayment of the Obligations and all other amounts payable under the Credit Agreement
and the other Loan Documents.


 


3.05     Successors
and Assigns. This Agreement shall be binding upon the successors and assigns of each Guarantor and shall inure to the benefit
of the Administrative Agent and the Lenders and their successors and assigns; provided that no Guarantor may assign, transfer
or delegate any of its rights or obligations under this Agreement (except pursuant to a merger, consolidation or similar transaction
permitted by the Credit Agreement) without the prior written consent of the Administrative Agent.


 


3.06     Set-Off.
Each Guarantor hereby irrevocably authorizes the Administrative Agent and each Lender at any time and from time to time while
an Event of Default shall have occurred and be continuing, without notice to such Guarantor or any other Guarantor, any such notice
being expressly waived by each Guarantor, to set-off and appropriate and apply any and all deposits (general or special, time
or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case
whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the


 




    7 


     


    

Administrative Agent or such
Lender to or for the credit or the account of such Guarantor, or any part thereof in such amounts as the Administrative Agent
or such Lender may elect, against and on account of the obligations and liabilities of such Guarantor to the Administrative Agent
or such Lender hereunder and claims of every nature and description of the Administrative Agent or such Lender against such Guarantor,
in any currency, whether arising hereunder, under the Credit Agreement, any other Loan Document or otherwise, as the Administrative
Agent or such Lender may elect, whether or not the Administrative Agent or any Lender has made any demand for payment and although
such obligations, liabilities and claims may be contingent or unmatured; provided, that to the extent prohibited by applicable
law as described in the definition of “Excluded Swap Obligation”, no amounts received from, or set off with respect
to, any Guarantor shall be applied to any Excluded Swap Obligations of such Guarantor. The Administrative Agent and each Lender
shall notify such Guarantor promptly of any such set-off and the application made by the Administrative Agent or such Lender of
the proceeds thereof, provided that the failure to give such notice shall not affect the validity of such set-off and application.
The rights of the Administrative Agent and each Lender under this Section 3.6 are in addition to other rights and remedies (including,
without limitation, other rights of set-off) which the Administrative Agent or such Lender may have.


 


3.07     Counterparts.
This Agreement may be executed by one or more of the parties to this Agreement on any number of separate counterparts (including
in “.pdf” form), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.


 


3.08     Severability.
Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


3.09     Section
Headings. The Section headings used in this Agreement are for convenience of reference only and are not to affect the construction
hereof or be taken into consideration in the interpretation hereof.


 


3.10     Integration.
This Agreement and the other Loan Documents represent the agreement of the Guarantors, the Administrative Agent and the Lenders
with respect to the subject matter hereof and thereof, and there are no promises, undertakings, representations or warranties
by the Administrative Agent or any Lender relative to subject matter hereof and thereof not expressly set forth or referred to
herein or in the other Loan Documents.


 


3.11     GOVERNING
LAW. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.


 


3.12     Submission
To Jurisdiction; Waivers. Each Guarantor hereby irrevocably and unconditionally:


 


(a)       submits
for itself and its property in any legal action or proceeding relating to this Agreement and the other Loan Documents to which
it is a party to the exclusive general jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan
in the City of New York, the courts of the United States for the Southern District of New York, and appellate courts from any
thereof;


 




    8 


     


    

(b)       agrees
that a final judgment in any such suit, action or proceeding brought in any such court may be enforced in any other court to whose
jurisdiction the applicable party is or may be subject, by suit upon judgment;


 


(c)       consents
that any such action or proceeding may only be brought in such courts and waives any objection that it may now or hereafter have
to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient
court and agrees not to plead or claim the same;


 


(d)       agrees
that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified
mail (or any substantially similar form of mail), postage prepaid, to such Guarantor at its address referred to in Section 3.2
hereto or at such other address of which the Administrative Agent shall have been notified pursuant thereto;


 


(e)       agrees
that nothing herein shall affect the right to effect service of process in any other manner permitted by law; and


 


(f)       waives,
to the maximum extent not prohibited by law, any right it may have to claim or recover in any legal action or proceeding referred
to in this Section any special, exemplary, punitive or consequential damages; provided that the waiver set forth in this
clause (f) shall not affect any obligation of the Borrower or any Guarantor under Section 3.4 of this Agreement.


 


3.13     Acknowledgements.
Each Guarantor hereby acknowledges that:


 


(a)       it
has been advised by counsel in the negotiation, execution and delivery of this Agreement and the other Loan Documents to which
it is a party;


 


(b)       neither
the Administrative Agent nor any Lender shall be deemed to be in an advisory, fiduciary or agency relationship with any Guarantor
or any of their Affiliates or have a fiduciary or other implied duty to any Guarantor or any of their Affiliates arising out of
or in connection with this Agreement or any of the other Loan Documents and the transactions contemplated hereby and thereby,
and the relationship between the Guarantors, on the one hand, and the Administrative Agent and Lenders, on the other hand, in
connection herewith or therewith is solely that of debtor and creditor; and


 


(c)       no
joint venture is created hereby or by the other Loan Documents or otherwise exists by virtue of the transactions contemplated
hereby among the Lenders or among the Guarantors and the Lenders.


 


3.14     Additional
Guarantors. Each Subsidiary of the Borrower that executes and delivers an Assumption Agreement in the form of Annex 1 hereto
shall become a Guarantor for all purposes of this Agreement, subject in all respects to the provisions of Section 6.08 and 6.10
of the Credit Agreement, which govern the release of Guarantors from this Agreement. If any Person shall be released as a Guarantor
pursuant to Section 6.08 or 6.10 of the Credit Agreement (as applicable), such Person shall immediately and automatically, without
need for further action, cease to be a Guarantor hereunder and shall be, and shall be deemed to be, released from all obligations
under and in respect of this Agreement. In connection with the release of any Person as a Guarantor, the Administrative Agent
agrees, and the Lenders authorize the


 




    9 


     


    

Administrative Agent, to execute
and deliver documents reasonably requested to evidence such release.


 


3.15     WAIVER
OF JURY TRIAL. EACH GUARANTOR HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.


 




    10 


     


    

IN WITNESS
WHEREOF, each of the undersigned has caused this Guarantee Agreement to be duly executed and delivered as of the date first above
written.


 


	COMCAST CABLE COMMUNICATIONS, LLC

                     

	By:	 
	 	Name:
	 	Title:



 


	NBCUNIVERSAL MEDIA, LLC

                     

	By:	 
	 	Name:
	 	Title:



 


 


 





[Signature Page – Guarantee Agreement]


 








     


     


    

	Accepted and agreed as of the date first written above:

    

    JPMORGAN CHASE BANK, N.A.	 
	

                            

                           By:
	 	 
	 	Name:	 
	 	Title:	 



 


 


[Signature Page – Guarantee Agreement]


 



     


     


    

Schedule
1


 


NOTICE ADDRESSES
OF GUARANTORS


 


c/o Comcast Corporation

One Comcast Center

Philadelphia, PA 19103

Attn: General Counsel

Tel: (215) 286-1700

Fax: (215) 286-7794

Email: corporate_legal@comcast.com


 




     


     


    

Annex 1 to

Guarantee Agreement


 


ASSUMPTION
AGREEMENT, dated as of ________________, 201_, made by ______________________________ (the “Additional Guarantor”),
in favor of JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative Agent”) for
the banks and other financial institutions or entities (the “Lenders”) parties to the Credit Agreement referred to
below. All capitalized terms not defined herein shall have the meaning ascribed to them in such Credit Agreement.


 


W I T N E
S S E T H:


 


WHEREAS, COMCAST
CORPORATION (the “Borrower”), the Lenders and the Administrative Agent are parties to that certain Credit Agreement,
dated as of May 26, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”);


 


WHEREAS, in
connection with the Credit Agreement, the Borrower and certain of its Affiliates (other than the Additional Guarantor) have entered
into the Guarantee Agreement, dated as of May 26, 2016 (as amended, supplemented or otherwise modified from time to time, the
“Guarantee Agreement”) in favor of the Administrative Agent for the benefit of the Lenders; and


 


WHEREAS, the
Additional Guarantor has agreed to execute and deliver this Assumption Agreement in order to become a party to the Guarantee Agreement;


 


NOW, THEREFORE,
IT IS AGREED:


 


1.       Guarantee
Agreement. By executing and delivering this Assumption Agreement, the Additional Guarantor, as provided in Section 3.14 of
the Guarantee Agreement, hereby becomes a party to the Guarantee Agreement as a Guarantor thereunder with the same force and effect
as if originally named therein as a Guarantor and, without limiting the generality of the foregoing, hereby expressly assumes
all obligations and liabilities of a Guarantor thereunder. The information set forth in Annex 1-A hereto is hereby added to the
information set forth in Schedule 1 to the Guarantee Agreement.


 


2.       Governing
Law. THIS ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF NEW YORK.


 




     


     


    

IN WITNESS
WHEREOF, the undersigned has caused this Assumption Agreement to be duly executed and delivered as of the date first above written.


 


	[ADDITIONAL GUARANTOR]

                     

                     

	By:	 
	 	Name:
	 	Title:




 



     


     


    

Annex 1-A
to

Assumption Agreement


 


Supplement
to Schedule 1


 




     


     


    

EXHIBIT B


 


FORM OF REQUEST
FOR EXTENSION OF CREDIT


 


Date: ______________,
20__


 


To:JPMorgan Chase Bank, N.A.,
as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is
made to that certain Credit Agreement (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) dated as of
May 26, 2016, among Comcast Corporation, a Pennsylvania corporation (“Borrower”), Lenders from time to time
party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto.


 


The undersigned
Responsible Officer hereby requests (select one):


 


	[__] A Borrowing of Revolving Loans
	[__] A Conversion or Continuation of Revolving Loans
	 


1.       On
___________________________ (a Business Day).


 


2.       Denominated
in the following currency:1


 


In
the amount of $___________________________.


 


Comprised
of ____________________________________.[type of Loan requested]2


 


3.       For
Eurodollar Rate Loans: with an Interest Period of ___ months4 (or ___ days, if for an Interest Period of less than
one month). 


 


The foregoing
request complies with the requirements of Section 2 of the Credit Agreement. If the requested Extension of Credit is a Borrowing
of Loans, the undersigned hereby certifies that the following statements will be true on the date of the requested Extension of
Credit:


 


(a)       The
representations and warranties of Borrower contained in Section 5 (other than Sections 5.04(b) and 5.05) of the Credit Agreement
are correct in all material respects on and as of the date hereof as if made on and as of such date, except to the extent any
such representation and warranty specifically relates to any earlier date, in which case such representation and warranty shall
have been true and correct in all material respects on and as of such earlier date; and 


 


(b)
[(b)No
Default or Event of Default exists or would result from the requested Extension 


 


 


__________________


 


1Must
be Dollar or Alternative Currency.


 


2Loans
denominated in Alternative Currency must be maintained as Eurodollar Rate Loans.


 


3One,
two, three, six, or if agreed to by each Lender, twelve months.


 







 




     


     


    

of Credit or
the use thereof.]4


 


[(b)       No
Major Event of Default shall have occurred and be continuing or would result from the proposed Certain Funds Credit Extension
to be made on such date.]5


 


[(c)       The
proceeds of the requested Certain Funds Credit Extension shall be used solely for Certain Funds Purposes.]6



 


[Borrower
may revoke this Request for Extension of Credit by notifying Administrative Agent (which notice may be provided via e-mail).]7


 


[Remainder
of page intentionally left blank]


 


 


 


__________________


 


4 Remove
for Certain Funds Credit Extensions.


 


5  
Include for Certain Funds Credit Extensions.


 


6  Include
for Certain Funds Credit Extensions.


 


7  Include
for Certain Funds Credit Extensions.


 









    2


     


    

 





 






	 	 	 	COMCAST CORPORATION	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	    	 
	 	 	 	 	Name:		 
	 	 	 	 	Title:		 
	 	 	 	 	 	 	 


 



 


 







    3


     


    

EXHIBIT C


 


FORM OF COMPLIANCE
CERTIFICATE


 


Financial
Statement Date: _____________, 20__


 


To:JPMorgan Chase Bank, N.A.,
as Administrative Agent


 


Ladies and Gentlemen:


 


Reference is
made to that certain Credit Agreement (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) dated as of
May 26, 2016, among Comcast Corporation, a Pennsylvania corporation (“Borrower”), Lenders from time to time party
thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and the other agents party thereto.


 


The undersigned
Responsible Officer hereby certifies as of the date hereof that he is the _____________ of Borrower, and that, as such, he is
authorized to execute and deliver this Certificate to Administrative Agent on behalf of Borrower, and that:


 


[Use following
for fiscal year-end financial statements]


 


1.       Attached
hereto as Annex 1 are the year-end audited financial statements of Borrower and its consolidated Subsidiaries required by Section
6.01(a) of the Credit Agreement for the fiscal year of Borrower ended as of the above date, together with the report and opinion
of independent certified public accountants required by such section.


 


[Use following
for fiscal quarter-end financial statements]


 


1.       Attached
hereto as Annex 1 are the unaudited financial statements of Borrower and its consolidated Subsidiaries required by Section 6.01(b)
of the Credit Agreement for the fiscal quarter of Borrower ended as of the above date. Such financial statements fairly present
in all material respects the financial condition, results of operations and cash flows of Borrower and its consolidated Subsidiaries
in accordance with GAAP as at such date and for such periods, subject only to pro forma adjustments and normal year-end audit
adjustments.


 


2.       The
undersigned has reviewed and is familiar with the terms of the Credit Agreement and has made, or has caused to be made under his
supervision, a detailed review of the transactions and conditions (financial or otherwise) of Borrower during the accounting period
covered by the attached financial statements.


 


3.       A
review of the activities of Borrower during such fiscal period has been made under my supervision with a view to determining whether
during such fiscal period Borrower performed and observed its Obligations under the Loan Documents, and


 


[select one:]


 


[to the best
knowledge of the undersigned during such fiscal period, Borrower performed and observed each covenant and condition of the Loan
Documents applicable to it.]


 


—or—


 




     


     


    

[the following
covenants or conditions have not been performed or observed and the following is a list of each such Default or Event of Default
and its nature and status:]


 


4.       The
financial covenant analyses and information set forth on Annex 2 attached hereto are true and accurate. Such analyses and information
set forth the necessary adjustments to exclude the Indebtedness and EBITDA attributed to Unrestricted Subsidiaries and give pro
forma effect (in accordance with Section 1.07 of the Credit Agreement) to Material Acquisitions and Material Dispositions made
during the period covered thereby.


 




    2


     


    

IN WITNESS
WHEREOF, the undersigned has executed this Certificate as of __________ __, 20__the
date first written above.


 


 















 






	 	 	 	COMCAST CORPORATION	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	By:	    	 
	 	 	 	 	Name:		 
	 	 	 	 	Title:		 
	 	 	 	 	 	 	 








    3


     


    

ANNEX 1


 


FINANCIAL
STATEMENTS OF BORROWER AND ITS SUBSIDIARIES


 




     


     


    

ANNEX 2


 


Set forth
detailed calculations


 




     


     


    

EXHIBIT D


 


FORM OF ASSIGNMENT
AND ASSUMPTION


 


This Assignment
and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered
into between the Assignor named below (the “Assignor”) and the Assignee named below (the “Assignee”).
Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as
amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard
Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a
part of this Assignment and Assumption as if set forth herein in full.


 


For
an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably
purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement,
as of the Effective Date inserted by the Administrative Agent below (i) all of
the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or
instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of
such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters
of credit, guarantees, and swingline loans included in such facilities) and (ii) to the extent permitted to be assigned under
applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against
any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments
delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing,
including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related
to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant
to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale
and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor.


 


Notwithstanding
anything to the contrary in this Assignment and Assumption, no assignment or participation shall be permitted during the Certain
Funds Period without the written consent of Borrower and any such attempted assignment or participation without such written consent
of Borrower shall be null and void.


 


	1.	Assignor:	______________________________



 


	2.	Assignee:	______________________________



 


	3.	Borrower(s):	______________________________



 


	4.	Administrative
                                         Agent:	JPMorgan Chase Bank, N.A., as administrative agent under the Credit Agreement



 


	5.	Credit
                                         Agreement:	The Credit Agreement dated as of May 26, 2016 among Comcast Corporation,
                                         the Lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent, and
                                         the other agents party thereto



 




     


     


    

		6.	Assigned Interest:



 


-


 


	Facility Assigned48	Aggregate
    Amount of Commitment/Loans for all Lenders	Amount
    of Commitment/Loans Assigned	Percentage
    Assigned of Commitment/Loans59
	 	$	$	%
	 	$	$	%
	 	$	$	%


 


Effective
Date: ______________, 20_--_ [TO BE INSERTED BY ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER
IN THE REGISTER THEREFOR.]


 


The Assignee agrees to deliver
to the Administrative Agent a completed administrative questionnaire in which
the Assignee designates one or more credit contacts to whom all syndicate-level information (which may contain material non-public
information about the Borrower, the Loan Parties and their Affiliates 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.


 


[Remainder
of page intentionally left blank]


 


 


 


 


 


 


 


__________________


 


48
Fill in either “Revolving Commitment” or “Revolving Loans”.


 


59
Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans of all
Lenders.


 









     


     


    

The terms set forth in this Assignment
and Assumption are hereby agreed to:


 







 





	 	 	ASSIGNOR
	 	 	 
	 	 	
	 	 	NAME OF ASSIGNOR
	 	 	 
	 	 	 
	 	By:	
	 	 	Title:	 
	 	 	 




 


	 	 	ASSIGNEE
	 	 	 
	 	 	
	 	 	NAME OF ASSIGNEE
	 	 	 
	 	 	 
	 	By:	
	 	 	Title:	 
	 	 	 




 

 





 







     


     


    

Consented to and Accepted:


 


JPMORGAN CHASE BANK, N.A., as





Administrative Agent


 


 


By_________________________________ 


Title:


 


 


 


Consented to:610


 


COMCAST CORPORATION, as Borrower


 


By________________________________





Title:


 


 


Consented to:711


 


[ ], as
Issuing Lender


 


By________________________________





Title:


 


 


 


__________________








6
If10
Must be included for assignments on or prior to the Certain
Funds Termination Date (other than assignments by a Lender to any of its affiliates) (see Section 10.04 of the Credit Agreement).
After the Certain Funds Termination Date, include if Borrower consent is required for
under the terms of Section 10.04(b) of the Credit Agreement.


 


711
Add applicable Issuing Lenders. 


 




 




     


     


    

ANNEX 1 TO
ASSIGNMENT AND ASSUMPTION


 


Credit Agreement
dated as of May 26, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”)
among Comcast Corporation, a Pennsylvania corporation (“Borrower”), the several banks and other financial institutions
or entities from time to time parties thereto, and JPMorgan Chase Bank, N.A., as administrative agent (in such capacity, the “Administrative
Agent”), and the other agents party thereto.


 


STANDARD
TERMS AND CONDITIONS FOR





ASSIGNMENT
AND ASSUMPTION


 


1. Representations
and Warranties.


 


1.1
Assignor. Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of the Assigned Interest,
(ii) the Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority,
and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated
hereby and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection
with the Credit Agreement or any other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Borrower, any of its respective
Subsidiaries or Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance
by Borrower, any of its respective Subsidiaries or Affiliates or any other Person of any of their respective obligations under
any Loan Document.


 


1.2.
Assignee. Assignee (a) represents and warrants that (i) it has full power and authority, and has taken all action necessary,
to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender
under the Credit Agreement, (ii) it satisfies the requirements, if any, specified in the Credit Agreement that are required to
be satisfied by it in order to acquire the Assigned Interest and become a Lender (including that it be an Eligible Assignee and
that it otherwise satisfy the requirements set forth in Section 10.04(b) of the
Credit Agreement), (iii) it is capable of extending credit in all Alternative Currencies provided for under the Credit Agreement,
(iv) from and after the Effective Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and,
to the extent of the Assigned Interest, shall have the obligations of a Lender thereunder, (v) it has received a copy of the Credit
Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01 thereof, and such other
documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Assignment
and Assumption and to purchase the Assigned Interest on the basis of which it has made such analysis and decision independently
and without reliance on the Administrative Agent, any Issuing Lender or any other Lender and (vi) if it is a foreign Lender, attached
to the Assignment and Assumption is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement
(including, without limitation, Section 10.20), duly completed and executed by the Assignee and (b) agrees that (i) it will, independently
and without reliance on the Administrative Agent, any Issuing Lender, the Assignor 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 the Loan Documents and (ii) it will perform in accordance with their terms all of the obligations which by the terms of
the Loan Documents are required to be performed by it as a Lender.


 




     


     


    

2.
Payments. From and after the Effective Date, Administrative Agent shall make all payments in respect of the Assigned Interest
(including payments of principal, interest, fees and other amounts) to Assignor for amounts which have accrued to but excluding
the Effective Date and to the Assignee for amounts which have accrued from and after the Effective Date.


 


3.
General Provisions. This Assignment and Assumption shall be binding upon, and inure to the benefit of, the parties hereto
and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which
together shall constitute one instrument. Delivery of an executed counterpart of a signature page of this Assignment and Assumption
by email or telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This
Assignment and Assumption shall be governed by, and construed in accordance with, the law of the State of New York.


 




     


     


    

EXHIBIT E-1


 


FORM OF





NEW LENDER
SUPPLEMENT


 


Reference is
made to the Credit Agreement dated as of May 26, 2016 (as amended, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among Comcast Corporation, a Pennsylvania corporation (the “Borrower”), the several banks
and other financial institutions or entities from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent
and the other agents party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.


 


The New Lender
identified on Schedule l hereto (the “New Lender”), the Administrative Agent and the Borrower agree as follows:


 


The New Lender
hereby irrevocably makes a Revolving Commitment to the Borrower in the amount set forth on Schedule 1 hereto (the “New
Commitment”) pursuant to Section 2.01(b) of the Credit Agreement. From and after the Effective Date (as defined below),
the New Lender will be a Lender under the Credit Agreement with respect to the New Commitment.


 


Each of the
Administrative Agent and the Issuing Lenders (a) makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement; and (b) makes no representation
or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Subsidiaries or
any other obligor or the performance or observance by the Borrower, any of its Subsidiaries or any other obligor of any of their
respective obligations under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto.


 


The New Lender
(a) represents and warrants that it is legally authorized to enter into this New Lender Supplement; (b) confirms that it has received
a copy of the Credit Agreement, together with copies of the most recent financial statements delivered pursuant to Section 6.01
of the Credit Agreement and such other documents and information as it has deemed appropriate to make its own credit analysis
and decision to enter into this New Lender Supplement; (c) agrees that it will, independently and without reliance upon the Administrative
Agent, any Issuing 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 the Credit Agreement or any other instrument
or document furnished pursuant hereto or thereto; (d) appoints and authorizes the Administrative Agent to take such action as
agent on its behalf and to exercise such powers and discretion under the Credit Agreement or any other instrument or document
furnished pursuant hereto or thereto as are delegated to the Administrative Agent by the terms thereof, together with such powers
as are incidental thereto; and (e) agrees that it will be bound by the provisions of the Credit Agreement and will perform in
accordance with its terms all the obligations which by the terms of the Credit Agreement are required to be performed by it as
a Lender (including the obligation to lend in any Alternative Currency).


 


The effective
date of this New Lender Supplement shall be the Effective Date of the New Commitment described in Schedule 1 hereto (the “Effective
Date”). Following the execution of this New Lender Supplement by each of the New Lender and the Borrower, it will be
delivered to the Administrative Agent for acceptance and recording by it pursuant to the Credit Agreement, effective as of the
Effective Date (which shall not, unless otherwise agreed to by the Administrative Agent, be earlier than five Business Days after
the date of such acceptance and recording by the Administrative Agent).


 


Upon such acceptance
and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the New Commitment
(including payments of


 




     


     


    

principal, interest, fees and
other amounts) to the New Lender for amounts which have accrued on and subsequent to the Effective Date.


 


From and after
the Effective Date, the New Lender shall be a party to the Credit Agreement and, to the extent provided in this New Lender Supplement,
have the rights and obligations of a Lender thereunder and shall be bound by the provisions thereof.


 


This New Lender
Supplement shall be governed by and construed and interpreted in accordance with the laws of the State of New York.


 


IN WITNESS
WHEREOF, the parties hereto have caused this New Lender Supplement to be executed as of ________ ___, 20__ by their respective
duly authorized officers on Schedule 1 hereto.


 


[Remainder
of page intentionally left blank. Schedule 1 to follow.]


 




     


     


    

Schedule
1

to New Lender Supplement


 


Name of New Lender: 


 


Effective Date of New Commitment:



 


Principal Amount of New Commitment:
$


 


 


 


	[NAME OF NEW LENDER]

         

        By: _______________________________

        

        Name:

        

        Title:

         
	 
	COMCAST CORPORATION

        

        as Borrower

         

        By: _______________________________

        

        Name:

        

        Title:

         

         

        JPMORGAN CHASE BANK,
        N.A.,

        as Administrative Agent

        


         
	 
	By: _______________________________

        Name:

        Title:

         
	 
	[_________________________],

                                    as an Issuing Lender812

         

        By: _______________________________

        Name:

        Title:

         
	 





 


__________________





812
Each Issuing Lender at the applicable time to be inserted.


 











     


     


    




 


EXHIBIT E-2


 


Form
of


 


Increased
Revolving Commitment Activation Notice


 


Reference is
made to the Credit Agreement, dated as of May 26, 2016 (as amended, supplemented or modified from time to time, the “Credit
Agreement”) among Comcast Corporation, a Pennsylvania corporation (the “Borrower”), the several banks
and other financial institutions or entities from time to time party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent,
and the other agents party thereto. Unless otherwise defined herein, terms defined in the Credit Agreement and used herein shall
have the meanings given to them in the Credit Agreement.


 


The Increasing
Lender identified on Schedule l hereto (the “Increasing Lender”), the Administrative Agent and the Borrower
agree as follows:


 


The Increasing
Lender hereby irrevocably increases its Revolving Commitment to the Borrower by the amount set forth on Schedule 1 hereto under
the heading “Principal Amount of Increased Revolving Commitment” (the “Increased Revolving Commitment”)
pursuant to Section 2.01(b) of the Credit Agreement. From and after the Effective Date (as defined below), the Increasing Lender
will be a Lender under the Credit Agreement with respect to the Increased Revolving Commitment as well as its existing Revolving
Commitment under the Credit Agreement.


 


Each of the
Administrative Agent and the Issuing Lenders (a) makes no representation or warranty and assumes no responsibility with respect
to any statements, warranties or representations made in or in connection with the Credit Agreement or with respect to the execution,
legality, validity, enforceability, genuineness, sufficiency or value of the Credit Agreement; and (b) makes no representation
or warranty and assumes no responsibility with respect to the financial condition of the Borrower, any of its Subsidiaries or
any other obligor or the performance or observance by the Borrower, any of its Subsidiaries or any other obligor of any of their
respective obligations under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto.


 


The Increasing
Lender (a) represents and warrants that it is legally authorized to enter into this Increased Revolving Commitment Activation
Notice; (b) confirms that it has received a copy of the Credit Agreement, together with copies of the most recent financial statements
delivered pursuant to Section 6.01 of the Credit Agreement and such other documents and information as it has deemed appropriate
to make its own credit analysis and decision to enter into this Increased Revolving Commitment Activation Notice; (c) agrees that
it will, independently and without reliance upon the Administrative Agent, any Issuing 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 the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto; (d) appoints
and authorizes the Administrative Agent to take such action as agent on its behalf and to exercise such powers and discretion
under the Credit Agreement or any other instrument or document furnished pursuant hereto or thereto as are delegated to the Administrative
Agent by the terms thereof, together with such powers as are incidental thereto; and (e) agrees that it will be bound by the provisions
of the Credit Agreement and will perform in accordance with its terms all the obligations which by the terms of the Credit Agreement
are required to be performed by it as a Lender.


 


The effective
date of this Increased Revolving Commitment Activation Notice shall be the increased revolving commitment closing date set forth
Schedule 1 hereto (the “Increased Revolving Commitment Closing Date”). Following the execution of this Increased
Revolving Commitment Activation Notice by each of the Increasing Lender and the Borrower, it will be delivered to the Administrative
Agent for acceptance and recording by it pursuant to the Credit Agreement, effective as of the Increased Revolving Commitment
Closing Date (which shall not, unless otherwise agreed to by the


 




     


     


    

Administrative Agent, be earlier
than five Business Days after the date of such acceptance and recording by the Administrative Agent).


 


Upon such acceptance
and recording, from and after the Effective Date, the Administrative Agent shall make all payments in respect of the Increased
Revolving Commitment (including payments of principal, interest, fees and other amounts) to the Increasing Lender for amounts
which have accrued on and subsequent to the Effective Date.


 


This Increased
Revolving Commitment Activation Notice shall be governed by and construed and interpreted in accordance with the laws of the State
of New York.


 


IN WITNESS
WHEREOF, the parties hereto have caused this Commitment Increase Supplement to be executed as of ________ ___, 20__ by their respective
duly authorized officers on Schedule 1 hereto.


 


[Remainder
of page intentionally left blank. Schedule 1 to follow.]


 




     


     


    




EXHIBIT F-1


 







 


Schedule
1

to Increased Revolving Commitment Activation Notice


 


Name of Increasing Lender: 


 


Increased Revolving Commitment
Closing Date:


 


	Principal

        Amount of

        Increased Revolving Commitment:

         
	Total Amount of Revolving Commitment

    of Increasing Lender

    (including Increased Revolving Commitment):
	$_____________________	$_____________________
	 	 
	[NAME OF INCREASING LENDER]

         
	
	By:_________________________

        Name:

        Title:

         
	 
	COMCAST CORPORATION

         

        By: _________________________

        Name:

        Title:

         
	 
	Accepted:

         

        JPMORGAN CHASE BANK,
        N.A.,

        as Administrative Agent

         

        By: : _________________________

        

        Name:

        Title:

         

        [_________________________],

        as an Issuing Lender913

         

        By: _______________________________

        Name:

        Title:

         
	 





 


 


 


__________________





913
Each Issuing Lender at the applicable time to be inserted. 


 











     


     


    

 


 


 


EXHIBIT
F-1


 


FORM
OF


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Non-U.S.
Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is
made to that certain Credit Agreement (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) dated as of
May 26, 2016, among Comcast Corporation, a Pennsylvania corporation (“Borrower”), Lenders from time to time
party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto.


 


Pursuant
to the provisions of Section 10.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate,
(ii) it is not a bank within the meaning of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the
Borrower within the meaning of Section 871(h)(3)(B) of the Code and (iv) it is not a controlled foreign corporation related to
the Borrower as described in Section 881(c)(3)(C) of the Code.


 


The
undersigned has furnished the Administrative Agent and the Borrower with a certificate of its non-U.S. Person status on IRS Form
W-8BEN or W-8BEN-E. By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate
changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned shall have
at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective certificate
in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar years preceding
such payments.


 


Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 





	

        [NAME OF LENDER]

         

        By: _______________________________

        

        Name:

        

        Title:

         
	 






Date: ________ __, 2016


 




     


     


    




EXHIBIT F-2


 







 


FORM
OF 


 


U.S.
TAX COMPLIANCE CERTIFICATE


 


(For Non-U.S.
Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is
made to that certain Credit Agreement (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) dated as of
May 26, 2016, among Comcast Corporation, a Pennsylvania corporation (“Borrower”), Lenders from time to time
party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto.


 


Pursuant
to the provisions of Section 10.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record and
beneficial owner of the participation in respect of which it is providing this certificate, (ii) it is not a bank within the meaning
of Section 881(c)(3)(A) of the Code, (iii) it is not a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B)
of the Code, and (iv) it is not a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C)
of the Code.


 


The
undersigned has furnished its participating Lender with a certificate of its non-U.S. Person status on IRS Form W-8BEN or W-8BEN-E.
By executing this certificate, the undersigned agrees that (1) if the information provided on this certificate changes, the undersigned
shall promptly so inform such Lender in writing, and (2) the undersigned shall have at all times furnished such Lender with a
properly completed and currently effective certificate in either the calendar year in which each payment is to be made to the
undersigned, or in either of the two calendar years preceding such payments.


 


Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 





	

        [NAME OF PARTICIPANT]

         

        By: _______________________________

        

        Name:

        

        Title:

        
	 




 


Date: ________ __, 2016


 




     


     


    




EXHIBIT F-3


 







 


FORM
OF 


 


U.S. TAX
COMPLIANCE CERTIFICATE





(For Non-U.S.
Participants That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is
made to that certain Credit Agreement (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) dated as of
May 26, 2016, among Comcast Corporation, a Pennsylvania corporation (“Borrower”), Lenders from time to time
party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto.


 


Pursuant
to the provisions of Section 10.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the participation in respect of which it is providing this certificate, (ii) its direct or indirect partners/members are the
sole beneficial owners of such participation, (iii) with respect such participation, neither the undersigned nor any of its direct
or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the ordinary course of its
trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect partners/members
is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none of its direct
or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section 881(c)(3)(C)
of the Code.


 


The
undersigned has furnished its participating Lender with IRS Form W-8IMY accompanied by one of the following forms from each of
its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii) an IRS Form
W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner's/member's beneficial owners that is claiming the
portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided on this
certificate changes, the undersigned shall promptly so inform such Lender and (2) the undersigned shall have at all times furnished
such Lender with a properly completed and currently effective certificate in either the calendar year in which each payment is
to be made to the undersigned, or in either of the two calendar years preceding such payments.


 


Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 






	[NAME OF PARTICIPANT]
	 
	By:	 
	 	Name:  
	 	Title:  


 


Date: ________ __, 2016


 




     


     


    

EXHIBIT F-3


 


FORM
OF 


 


U.S.
TAX COMPLIANCE CERTIFICATE


(For Non-U.S.
Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)


 


Reference is
made to that certain Credit Agreement (as amended, restated, extended, supplemented or otherwise modified in writing from time
to time, the “Credit Agreement”; the terms defined therein being used herein as therein defined) dated as of
May 26, 2016, among Comcast Corporation, a Pennsylvania corporation (“Borrower”), Lenders from time to time
party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent and the other agents party thereto.


 


Pursuant
to the provisions of Section 10.20 of the Credit Agreement, the undersigned hereby certifies that (i) it is the sole record owner
of the Loan(s) (as well as any Note(s) evidencing such Loan(s)) in respect of which it is providing this certificate, (ii) its
direct or indirect partners/members are the sole beneficial owners of such Loan(s) (as well as any Note(s) evidencing such Loan(s)),
(iii) with respect to the extension of credit pursuant to this Credit Agreement or any other Loan Document, neither the undersigned
nor any of its direct or indirect partners/members is a bank extending credit pursuant to a loan agreement entered into in the
ordinary course of its trade or business within the meaning of Section 881(c)(3)(A) of the Code, (iv) none of its direct or indirect
partners/members is a ten percent shareholder of the Borrower within the meaning of Section 871(h)(3)(B) of the Code and (v) none
of its direct or indirect partners/members is a controlled foreign corporation related to the Borrower as described in Section
881(c)(3)(C) of the Code.


 


The
undersigned has furnished the Administrative Agent and the Borrower with IRS Form W-8IMY accompanied by one of the following forms
from each of its partners/members that is claiming the portfolio interest exemption: (i) an IRS Form W-8BEN or W-8BEN-E or (ii)
an IRS Form W-8IMY accompanied by an IRS Form W-8BEN or W-8BEN-E from each of such partner's/member's beneficial owners that is
claiming the portfolio interest exemption. By executing this certificate, the undersigned agrees that (1) if the information provided
on this certificate changes, the undersigned shall promptly so inform the Borrower and the Administrative Agent, and (2) the undersigned
shall have at all times furnished the Borrower and the Administrative Agent with a properly completed and currently effective
certificate in either the calendar year in which each payment is to be made to the undersigned, or in either of the two calendar
years preceding such payments.


 


Unless
otherwise defined herein, terms defined in the Credit Agreement and used herein shall have the meanings given to them in the Credit
Agreement.


 


	[NAME OF LENDER]
	 
	By:	 
	 	Name:  
	 	Title:  


 


Date: ________ __, 2016


 




     


     


    

Schedule
A


 


Asset
Monetization Transactions


 


Description:


 


		1.	CENTAUR FUNDING CORP (Vodaphone
                                         Preferred)



 




     


     


    

Schedule
2.01


 


Revolving
Commitments as of the Effective Date


 


	Institution	Revolving
    Commitment
	JPMorgan Chase Bank, N.A. 	$486,000,000
	Citibank, N.A. 	$486,000,000
	Morgan Stanley Bank, N.A. 	$243,000,000
	MUFG
    Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.)	$243,000,000
	Wells Fargo Bank, National Association 	$486,000,000
	Mizuho Bank, Ltd. 	$486,000,000
	Bank of America, N.A. 	$350,000,000
	Barclays Bank PLC 	$350,000,000
	BNP Paribas 	$350,000,000
	Credit Suisse AG, Cayman Islands Branch 	$350,000,000
	Deutsche Bank AG, New York Branch 	$350,000,000
	Goldman Sachs Bank USA 	$350,000,000
	Royal Bank of Canada 	$350,000,000
	Sumitomo Mitsui Banking Corporation 	$350,000,000
	Toronto Dominion (Texas) LLC 	$350,000,000
	Commerzbank AG, New York Branch 	$225,000,000
	DNB Capital LLC 	$225,000,000
	PNC Bank, National Association 	$225,000,000
	U.S. Bank National Association 	$225,000,000
	Industrial and Commercial Bank of China Ltd.,
    New York Branch 	$125,000,000
	Societe Generale 	$125,000,000
	The Bank of New York Mellon 	$125,000,000
	Bank of China, New York Branch 	$85,000,000
	Agricultural Bank of China Ltd., New York
    Branch 	$60,000,000
	Total

        
	$7,000,000,000




     


     


    

Schedule
2.03


 


Issuing
Lender Commitments as of the Effective Date


 


	Institution	Letter
    of Credit

    Commitment
	 	 
	JPMorgan
    Chase Bank, N.A.	$100,000,000
	Citibank,
    N.A.	$100,000,000
	Wells
    Fargo Bank, National Association	$100,000,000
	Mizuho
    Bank, Ltd.	$100,000,000
	MUFG
    Bank, Ltd. (f/k/a The Bank of Tokyo-Mitsubishi UFJ, Ltd.)	$50,000,000
	Morgan
    Stanley Bank, N.A.	$50,000,000
	 	 
	Total	$500,000,000


 


 


Issuers
of Existing Letters of Credit


 


	Institution	Amount
    as of the Effective Date
	 	 
	JPMorgan
    Chase Bank, N.A.	$
    247,107,533.21
	The
    Bank of New York Mellon	$ 9,470,143.74
	Bank
    of America, N.A. 	$
    4,537,000.00
	Citibank,
    N.A.	$
    4,424,238.00




     


     


    

Schedule
6.08


 


Unrestricted
Subsidiaries


 


		1.	Comcast Holdings Corporation
                                         and its subsidiaries (except Comcast Cable Communications, LLC and its subsidiaries)



 


		2.	Comcast Navy Holdings, LLC and
                                         its subsidiaries, including NBCUniversal Enterprise, Inc.



 


		3.	NBCUniversal Enterprise, Inc.
                                         (f/k/a Navy Holdings, Inc.)



 


		4.	Comcast Contribution Holdings,
                                         LLC and its subsidiaries



 


		5.	Comcast
                                         Navy Contribution Holdings, LLC and its
                                         subsidiaries



 


		a.	NBCUniversal, LLC and its subsidiaries
                                         (except for NBCUniversal Media, LLC)



 


		6.	Comcast Navy Acquisition, LLC
                                         and its subsidiaries



 


		7.	Comcast CSA Holdings, LLC and
                                         its subsidiaries



 


		8.	NBCUniversal Asia, LLC and its
                                         subsidiaries (Universal Studios Japan)



 


		9.	Subsidiaries
                                         of Universal City Studios Productions LLLP that are solely and specifically related to
                                         Comcast’s ownership and development of a theme park in Beijing China and all of
                                         their current and future subsidiaries. Those entities existing as of the date hereof
                                         are: (i) Universal Studios Recreation China Planning Services LLC, (ii) Universal Beijing
                                         WFOE Holding LLC, (iii) Universal Beijing Servicer Holding,
                                         LLC, (iv) Universal Beijing Development Services LLC, (v) Universal Beijing
                                         Owner Holding LLC and (vi) Universal Beijing Services LLC



 


		10.	AWTV,
                                         LLC and its subsidiaries



 


Note: “subsidiaries”
includes all current and future subsidiaries


 




     


     


    

Schedule
10.02


 


Addresses
for Notices


 


If to Borrower, to:


 


Comcast Corporation

One Comcast Center

Philadelphia, PA 19103
 


	Attention: 	General Counsel	 
	Telephone:	(215) 286-7564	 
	Facsimile:	(215) 286-7794	 
	E-mail:	corporate_legal@comcast.com	 







 


If to Administrative Agent, to:


 


JPMorgan Chase Bank, N.A.





383 Madison Avenue





New York, NY 10179





	Attention:          	Donatus Anusionwu	 
	Telephone:	(212) 622-0531	 
	Facsimile:	(212) 270-5127	 
	E-mail:	donatus.o.anusionwu@jpmorgan.com	 







 





In the case of Loans denominated
in Dollars, with a copy to:


 


JPMorgan Chase Bank, N.A.

Loan and Agency Services Group

500 Stanton Christiana Road, Ops 2, Floor 03

Newark, DE 19713-2107
 


	Attention:	Jessie Qian Jiang	 
	Telephone:	(302) 634-2426	 
	Facsimile:	(302) 634-3301	 
	E-mail:	qian.jiang@chase.com	 







 


In the case of Loans denominated
in a currency other than Dollars, with a copy to:


 


J.P.Morgan Europe Limited





25 Bank Street, Canary Wharf





London E145JP





	Attention:	The Manager	 
	Facsimile:	+44 (207) 777-2360	 
	Email: 	loan_agency_london@jpmorgan.com	 







 












 




     


     


    

If to Issuing Lenders, to:


 


JPMorgan Chase Bank, N.A.





383 Madison Avenue





New York, NY 10179








	Attention:	Donatus Anusionwu	 
	Telephone:	(212) 622-0531	 
	Facsimile:	(212) 270-5127	 
	E-mail:	donatus.o.anusionwu@jpmorgan.com	 







 


With a copy to:


 


JPMorgan Chase Bank, N.A.

Loan and Agency Services Group

500 Stanton Christiana Road, Ops 2, Floor 03

Newark, DE 19713-2107
 


	Attention:	Jessie Qian Jiang	 
	Telephone:	(302) 634-2426	 
	Facsimile:	(302) 634-3301	 
	E-mail:	qian.jiang@chase.com	 







 


Bank of America, N.A.





Bank of America Plaza





901 Main St., 64th Floor





Dallas, TX 75202








	Attention: 	Diane Dycus 	 
	Telephone:	(214) 209-0935	 
	Facsimile:	(214) 290-9468	 
	Email:	diane.dycus@baml.com	 







 


The Bank of New York Mellon





6023 Airport Road





Oriskany, NY 13424








	Attention: 	Donald Rogers	 
	 	Loan Administrator   	 
	Telephone:	(315) 765-4317	 
	Facsimile:	(315) 765-4822	 
	Email:	Donald.rogers@bnymellon.com	 







 




     


     


    

The Bank of Tokyo-Mistubishi
UFJ, Ltd.





International Operations Department
(IOD)





MUFG Union Bank, N.A.





Harborside Financial Center,
500 Plaza III





Jersey City, NJ 07311








	Attention:	Antonina Bondi	 
	Telephone:	(201) 413-8823	 
	Facsimile:	(201) 521-2336	 
	Email:	abondi@us.mufg.jp; IOD_SBLC@us.mufg.jp	 







 


Citibank, N.A.





388 Greenwich Street





New York, NY 10013








	Attention:	Denise Brown-Saddler 	 
	Telephone:	(212) 816-8397	 
	Facsimile:	(646) 291-1750	 
	Email:	denise.brownsaddler@citi.com	 







 


Mizuho Bank, Ltd.





1800 Plaza Ten





Harborside Financial Ctr.





Jersey City, NJ 07311








	Attention:	Jieyu Zhou; Ameye Joshi	 
	Telephone:	(201) 626-9448;  (201) 626-9181	 
	Facsimile:	(201) 626-9941	 
	Email:	LAU_USCorp3@mizuhobus.com	 







 


Morgan Stanley Bank, N.A.





Letter of Credit Department





1300 Thames Street





Thames Street Wharf, 4th Floor





Baltimore, MD 21231








	Attention: 	Avnee Patel	 
	Telephone:	(443) 627-4555	 
	Facsimile:	(212) 507-5010	 
	Email:	msb.loc@morganstanley.com 	 







 


Wells Fargo Bank, National Association





7711 Plantation Road –
1st Floor





R4058-010





Roanoke, VA 24019-3224





	Attention:	Shelley Tabor	 
	 	Loan Administrative Manager	 
	Telephone:	(540) 759-3122	 
	Facsimile:	(866) 270-7214	 
	Email:	Shelley.tabor@wellsfargo.com